Easy Labs, Inc. Terms of Service

1. Introduction

1.1 About Easy

Easy Labs, Inc. ("Easy," "we," "us," or "Company") is a technology services provider offering programmable, non-custodial software and infrastructure solutions to help businesses streamline their payments and simplify their financial infrastructure.

Easy is not a bank, licensed money transmitter, broker/dealer, exchange, custodian, or fiduciary. If regulated financial services are provided (e.g., deposit accounts, money transmission, digital asset conversion) in connection with your use of Easy Services, such services are offered exclusively by one or more of our licensed Affiliates or partner financial institutions and not by Easy itself.

1.2 Scope of Services

The Easy Platform includes:

• The Easy Dashboard ("Dashboard," "Application")
• Easy's APIs, SDKs, and developer tools
• Automated payment scheduling and orchestration tools
• Self-custodial digital asset wallet infrastructure (via third-party or affiliate providers)
• Fiat and digital asset payment acceptance capabilities (via partner payment rails)
• Accounting, tax, analytics, and invoicing features

Automation Cashback: You may opt into an Automation Cashback program on processing funds, treasury management services, or other payment orchestration solutions offered or facilitated through Easy's Platform.

Business Intelligence and Analytics: Real-time transaction analytics, payment flow insights, automated process-improvement recommendations, and risk management tools.

We may add or remove Services from time to time at our sole discretion.

1.3 Relationship to Affiliates and Third Parties

Certain features of the Easy Services may be provided by our Affiliates. By applying for an Easy Account and using our Services, you agree to comply with (i) these Terms, (ii) any Affiliate Agreements specifically provided to you, and (iii) all Affiliate Privacy Policies that may apply to your usage of such third-party or affiliate services.

2. Your Acceptance

BY CLICKING "ACCEPT," CONTINUING TO ACCESS, OR OTHERWISE USING EASY'S PLATFORM AND SERVICES, YOU REPRESENT THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS, and you further agree to be bound by them and all terms incorporated by reference. If you are using the Services on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not agree or if you are not authorized to accept these Terms, you must immediately discontinue all use of the Platform.

3. Eligibility and Registration

3.1 Eligibility Requirements

• Age: You must be at least 18 years old (or legal age in your jurisdiction) to create an Easy Account.
• Legal Capacity: You must have the capacity to form a binding contract.
• Sanctions Compliance: You cannot use Easy Services if you or your End Users are located in or ordinarily resident in any country or jurisdiction that is embargoed or sanctioned (e.g., OFAC, UN, HM Treasury lists).
• Regulatory Compliance: You must comply with all local, state, federal, and international laws and regulations.

3.2 Registration Process

When registering an account ("Easy Account"):

• Accurate Information: You must provide truthful, current, and complete information.
• Know Your Customer / Know Your Business (KYC/KYB) Requirements: You authorize Easy to conduct identity verification. This may involve third-party vendors, affiliates, or background checks.
• Account Updates: You will promptly update account information if it changes.

Easy reserves the right to accept or reject your account registration for any lawful reason, including unverified identities or compliance concerns.

3.3 Enhanced Verification

In certain circumstances, Easy may require additional documents for enhanced due diligence ("Enhanced KYC/B"). Failure to comply promptly with these requests may result in suspension or termination of your Easy Account.

4. Using the Easy Services

4.1 Non-Custodial Infrastructure and Wallet Security

• Self-Custody: By default, you maintain control of your digital assets, private keys, and relevant credentials. Easy's platform facilitates non-custodial management but does not itself hold or control your funds.
• DFNS Partnership: Easy partners with Dfns SAS ("DFNS") (or similar providers) for enterprise-grade wallet infrastructure, but you remain responsible for the secure management of private keys and credentials.
• Security Protocols: You agree to implement appropriate cybersecurity measures and promptly report any suspected breach or unauthorized activity to [email protected].

4.2 Payment Processing

Easy supports multiple payment rails—card payments, wire transfers, stablecoins, bank transfers, and global value transfers—often with reduced transaction fees or near-instant settlements. Depending on your location or the location of your end customers, certain payment methods may not be available or may be subject to additional fees and requirements.

4.3 Automated Scheduling and Treasury Management

• Scheduling & Orchestration: Self-directed financial logic tools to automate recurring payments, subscriptions, direct debits, multi-party flows, and settlement timing.
• Brale Partnership: Easy partners with Brale, Inc. ("Brale") (or similar providers) for the provision of bank-grade financial instrument management and stablecoin infrastructure provisioning in order to provide our Automation Cashback programs.
• Automation Cashback: If you opt into Easy's Automation Cashback programs, you agree to any additional risk disclosures provided. Neither Easy nor its Affiliates guarantee any specific cashback rate or services.
• Fee Reductions: Certain Automation Cashback programs may offer fee reductions for financial and payment services provided.

4.4 Business Intelligence & Analytics

• Opt-In Requirement: Easy may offer optional Business Intelligence & Analytics services ("Analytics Services") that leverage your transaction data and other relevant information to provide advanced insights, process optimization recommendations, and other benefits. You are not required to enable these Analytics Services.
• Data Collection and Usage: By opting in to our Analytics Services, you grant us a license to collect, store, and analyze transaction data and related information for the limited purpose of providing and improving these analytics features.
• Your Control: You can disable or revoke the Analytics Services at any time by contacting us at [email protected].
• Privacy & Confidentiality: Our use of any data under the Analytics Services remains subject to applicable privacy, confidentiality, and data protection obligations set out in these Terms and our Privacy Policy.

4.5 Payment Processing and Platform Services

(a) Third-Party Service Providers

Easy partners with various third-party service providers to deliver comprehensive payment processing and financial services. These partnerships may include:

• Payment Processing: Finix, Inc. ("Finix") for payment processing infrastructure
• Data Security: Basis Theory, Inc. ("Basis Theory") for tokenization and data security
• Digital Asset Services: DFNS for wallet infrastructure and Brale for stablecoin services

(b) Service Provider Terms

By using Easy's Services, you acknowledge and agree that:

• Third-party services are subject to their respective terms of service
• Service providers may impose additional requirements or restrictions
• Easy may change service providers with notice to you
• Service availability may vary by jurisdiction

4.6 Data Security and Compliance

4.6.1 Data Protection

We utilize industry-standard encryption and tokenization services provided by Basis Theory to protect sensitive data. All payment card data and other sensitive information is tokenized and stored securely in accordance with applicable standards. We maintain administrative, technical, and physical safeguards designed to protect the Services and your data.

4.6.2 PCI DSS Compliance

You (the Merchant, Marketplace, or Sub-Merchant) must comply with all applicable Payment Card Industry Data Security Standards ("PCI DSS") requirements whenever handling payment card data. This includes:

• Maintaining appropriate security measures for your systems and networks
• Restricting access to cardholder data
• Maintaining a vulnerability management program
• Regularly monitoring and testing networks
• Maintaining an information security policy

4.6.3 Compliance Monitoring and Audits

We maintain systems to monitor compliance with these Terms, applicable laws, and payment network rules. You agree to:

• Cooperate with any audit, examination, or investigation we conduct
• Provide prompt access to relevant books, records, and systems
• Implement required changes identified through audits
• Maintain all required licenses and registrations
• Promptly notify us of any compliance issues

4.7 Transaction Processing and Risk Management

4.7.1 Transaction Monitoring

We monitor transactions for compliance with applicable laws and payment network rules. We reserve the right to:

• Suspend services or reject transactions that we reasonably believe may violate applicable laws or payment network requirements
• Place holds on funds for suspicious transactions
• Require additional verification for unusual transaction patterns
• Report suspicious activity to appropriate authorities

4.7.2 Disputes and Chargebacks

For transaction disputes and chargebacks, you must:

• Maintain and clearly disclose refund and return policies to customers
• Respond to dispute notices within required timeframes
• Provide complete supporting documentation as requested
• Maintain sufficient funds to cover potential chargebacks
• Pay all associated dispute handling fees

4.8 Digital Asset Services

4.8.1 Digital Asset Risks

Digital assets and stablecoins provided through our Services:

• Are not legal tender, are not backed by any government, and accounts are not protected by FDIC insurance or other government protections
• May experience significant price volatility and fluctuations in value
• May involve irreversible transactions that cannot be cancelled or refunded
• Are subject to evolving regulatory requirements that may impact availability and use
• May be vulnerable to technological risks, including system failures, operational errors, or cyber attacks
• May be affected by market disruptions or closures that impact liquidity or pricing

4.8.2 Asset Reserves

We maintain 100% reserves backing all digital assets issued through our Services. Reserve assets are:

• Held in segregated accounts for the benefit of users
• Not commingled with corporate assets
• Subject to regular auditing and reporting
• Maintained in fiat currency or other approved reserve assets

5. Easy-Enabled Services for End Users (If You Are a Merchant)

If you, as a Merchant, offer "Easy-Enabled Services" (e.g., integrate Easy payment rails, Easy's non-custodial wallets, Easy's invoicing, or Automation Cashback programs) to your own customers ("End Users"):

• Compliance Obligations: You must implement AML, KYC/B, and OFAC screening processes for your End Users as required by law and best practice.
• Peer-to-Peer Transactions: You agree to monitor suspicious activity, especially if you allow user-to-user transfers.
• Liability for Breach: You bear full legal responsibility if you fail to properly apply the requisite compliance measures or if your End Users engage in illicit activity that is not reported or prevented.

6. Fees and Payment

6.1 Fee Structure

We may charge fees for certain Services, such as:

• Processing and transaction fees based on volume tiers
• Subscription fees for analytics or advanced orchestration
• Service fees for third-party financial service integrations
• Automation Cashback program fees (if applicable)

Fees will be disclosed via the Dashboard, a separate Master Services Agreement ("MSA"), or a Service Level Agreement ("SLA").

6.2 Taxes

You are responsible for any applicable taxes (e.g., sales, use, VAT) arising from your use of Easy's Services. Easy does not provide tax advice.

7. Privacy Policy

7.1 Collection of Personal Data

Easy may collect personal information (e.g., name, email, business data) when you register for an account, onboard, or use the Services. We rely on third-party providers to securely tokenize and encrypt sensitive data (e.g., credit card numbers).

7.2 Use of Personal Data

• Service Provision: We use your personal data to operate and improve the Easy Platform, facilitate transactions, and communicate with you.
• Data Sharing: We may share data with trusted third parties (e.g., affiliates, partner banks, compliance vendors, Finix, Basis Theory, Brale, DFNS) to fulfill legal obligations or deliver Services, prevent fraud, reduce risk, optimize the Services, or generate anonymized, aggregated analytics.
• Consent: By using Easy, you consent to the processing and transfer of personal data within and outside your jurisdiction, subject to data protection regulations.

7.3 Security and Retention

Easy implements industry-standard measures to protect personal data. Data is retained only as long as necessary for the purposes described or as required by law.

7.4 Your Rights

Depending on jurisdiction, you may have certain rights (e.g., access, correction, deletion) regarding your personal data. To exercise these rights, contact [email protected].

8. Warranties, Disclaimers, and Limitations of Liability

8.1 No Warranties

Easy does not warrant that the Services:

• Will meet your requirements or expectations
• Will be available, uninterrupted, secure, or error-free
• Will accurately or reliably store, protect, or transmit your data

8.2 Limited Liability

8.3 Third-Party Disclaimers

Finix, Brale, and other service providers make no warranties of any kind directly to you and disclaim all liability for any damages, whether direct or indirect, incidental, or consequential, arising from your use of their services through our Platform. Neither Finix, Brale, nor any other service provider shall be liable to you for any:

• loss of data
• lost profits
• lost revenues
• service interruptions
• any indirect, special, incidental, or consequential damages arising from your use of the Services

9. Indemnification

You agree to defend, indemnify, and hold harmless Easy, its affiliates, and their respective officers, directors, employees, agents, and contractors from any third-party claim, demand, losses, liabilities, or expenses (including attorneys' fees) arising out of or related to:

• Your breach of these Terms or violation of applicable laws/regulations
• Any misuse of the Services (including user error, compromised credentials, or fraudulent instructions)
• Your offering of Easy-Enabled Services to End Users, including failure to implement AML/KYC measures
• Your negligent or willful misconduct

10. Dispute Resolution and Arbitration

10.1 Agreement to Arbitration

All disputes, controversies, or claims between you and Easy arising out of or relating to these Terms or your use of the Services ("Claims") will be resolved exclusively by binding arbitration. You and Easy each waive the right to a jury trial or to participate in a class action for such Claims.

10.2 Mediation First

Prior to initiating arbitration, both parties agree to attempt mediation administered by the American Arbitration Association ("AAA") in Delaware or another mutually agreed location. If mediation fails within 60 days, the dispute proceeds to binding arbitration.

10.3 Arbitration Process

• Governing Rules: The arbitration will be administered by the AAA in accordance with its rules.
• Venue: Arbitration proceedings will occur in the State of Delaware or a location agreed by the parties.
• Governing Law: Delaware law (without regard to conflicts of law principles) and the Federal Arbitration Act apply.
• Confidentiality: All aspects of arbitration (including the award) must be kept strictly confidential.

10.4 Right to Reject/Opt-Out

You may reject this arbitration agreement by delivering a written notice to [email protected] within 30 days of your account creation. If properly rejected, neither party can force the other to arbitrate.

11. Term, Termination, and Modifications

11.1 Term

These Terms are effective when you first accept them or first use the Services, and remain in effect until terminated by you or Easy as permitted herein.

11.2 Termination Rights

Either party may terminate these Terms:

• With 30 Days' Notice for any or no reason
• Immediately for Breach if the other party fails to cure a material breach
• Force Majeure or Regulatory Requirements that prevent continued operation

11.3 Effect of Termination

Upon termination:

• Your rights to access the Services immediately cease
• You remain responsible for any unpaid fees
• Any provisions that by their nature should survive (e.g., Dispute Resolution, Indemnification, Limitations of Liability) will continue in effect

12. Additional Legal Provisions

12.1 Notices and Communications

• Electronic Delivery: You agree to receive all communications electronically, such as via email or postings in your account dashboard.
• Your Responsibility: You must keep your contact details current.
• Suspension: If notices are undeliverable, Easy may suspend your account until accurate contact information is provided.

12.2 Force Majeure

Easy is not liable for delay or failure to perform resulting from events beyond its reasonable control, including but not limited to natural disasters, labor disputes, war, governmental orders, or internet blackouts.

12.3 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to give effect to the original intent.

12.4 Entire Agreement

These Terms (including any incorporated documents, such as an MSA or SLA) constitute the entire agreement between you and Easy regarding the Services and supersede all prior or contemporaneous agreements, communications, or proposals.

13. Contact Information

If you have any questions, concerns, or wish to provide notice under these Terms, you can contact us at:

Email: [email protected]

14. Final Acknowledgement