INTERLACE GENERAL TERMS AND CONDITIONS

1 General Terms

1.1 General.

These terms and conditions (this “Agreement”, along with privacy policy and any other applicable terms and conditions as shown on our website: [https://www.Interlace.money/terms) are important as they collectively form a legally binding agreement between you, the holder of Interlace Account (the “Client” or “You”), and us, (“Interlace” or “We”), for the use of Interlace Services.

In order to use Interlace's services, you shall carefully read and abide by this agreement, especially the clauses involving exemption or limitation of liability, which may be highlighted in bold or underlined.Unless you have read and accepted all the terms of this agreement, you are not allowed to register an Interlace account or use Interlace Services. If you do not agree with any term of this agreement, please do not register or use Interlace services, and you shall immediately stop the registration process. If you have any doubt upon the contents of this agreement (especially the clauses involving exemption or limitation of liability), you may contact us at any time according to the contact information listed in this agreement, and we will further explain the relevant contents based on your request.

If you check "I agree/accept Interlace General Terms and Conditions" and use or accept any services of Interlace through registration or any other means, you shall be deemed to have read and agreed to this Agreement and voluntarily accept all contents hereof. Please confirm again that you are aware of and fully understand all contents of this Agreement before you decide to register or use the Services.

1.2 Definitions.

1.2.1 “Interlace Account” means the account registered by Client on Interlace's official website, which is required to access and use the Services provided by Interlace.

1.2.2 “Access Information” means information that alone or together with other information, can provide access to any portion of the Client’s Interlace Account, including but not limited to the account number, login names, passwords, security questions and their respective answers, and any other similar information.

1.2.3 “Account Administrator” means the individual appointed by the Client to carry out certain activities on behalf of the Client.

1.2.4 “AML Laws” means any anti-money laundering, anti-terrorist or economic sanction legislation, regulation or guideline (as amended from time to time) (including, without limitation, the Bank Secrecy Act and the USA PATRIOT Act of the USA, and the European anti-money laundering directives).

1.2.5 “Business Day(s)” means any day, other than a Saturday, Sunday or any public holidays, on which banks are ordinarily open for business in Hong Kong and USA.

1.2.6 “Dashboard” means the visualized interface providing the essential information of the Interlace Account, Business Account, and Infinity Card Account of the Client as shown on Interlace’s website.

1.2.7 “Fees” means the charges payable by the Client to Interlace for using the Interlace Services. The composition and rate of Fees shall be adjusted by Interlace from time to time.

1.2.8 “Forbidden Industries” means any industries or business activities that Interlace determines, in its sole discretion and from time to time, to be prohibited or restricted in connection with the Services.

1.2.9 “Fund(s)” means certain amount of money paid out from or received by Business Account and/or Infinity Card Account (when applicable) on behalf of the Client by Interlace or Service Provider during the provision of Interlace Services.

1.2.10 “Inbound Payment” means the payment made by Payer(s) into the Client’s Business Account.

1.2.11 “Outbound Payment Order” means the order of payment from Business Account to other accounts designated by the Client given by the Client to Interlace under Section 3.7.

1.2.12 “Payee” means the Person designated by the Client to receive payment under a Payment Order. The Payee may be the Client itself (with other bank account under the Client’s own name) or third-party beneficiaries with whom the Client has a business relationship.

1.2.13 “Payer” means the Person making payments to the Business Account of the Client under certain business relationship with the Client (such as purchasing the goods or services).

1.2.14 “Person” means any individual, sole proprietorship, partnership, limited partnership, limited liability company, firm, joint venture, estate, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or governmental or regulatory authority or other enterprise or entity of any kind or nature.

1.2.15 “Sanction Laws” means laws and executive orders of the PRC, USA, the United Nations, the European Union, or the United Kingdom imposing economic or financial sanctions or trade embargoes, and regulations implementing such laws and executive orders.

1.2.16 “Service Provider” means certain third-party services providers from time to time used by Interlace in the course of provision of the Interlace Services including, without limitation, banks, payment service providers.

1.2.17 “USA” means the United States of America.

1.3 Contracting Entity.

The contracting entity for this Agreement is Qbitech, a corporation registered in the State of Wyoming, USA. Certain services which require special permission or license (the “Licensable Services”) will be provided by our affiliated Service Providers (including without limitation, Blockscape (Hong Kong) Limited, a limited liability company with its registered office in Hong Kong, Bytechip, LLC, a limited liability company with its registered office in the USA, and QBIT Financial Service, a limited liability company with its registered office in Lithuania, and certain related or non-related third-party Service Providers who has lawful license to do so). When the Client receives any Licensable Services provided by Service Provider through Interlace, Interlace acts as the gateway of information between the Client and Service Provider. When required by applicable laws, the Client shall be deemed to have entered into certain contract with such Service Provider.

2 Your Account

2.1 The Client may register for an Interlace Account before we provide the Client with any Interlace Service. The Services may include some or all of the following services, which may change from time to time: Inbound Payment Services, Outbound Payment Services, Foreign Exchange Services, Crypto Wallet, Infinity Card and any additional services that are made available by Interlace from time to time (“Interlace Services”). In addition, in relation to the Interlace Service, the Client may be subject to additional specific terms and conditions applicable to the relevant Service.

2.2 The Interlace Services do not offer any feature or benefit of a bank account. We are neither bank nor credit institution, and we are not permitted to pay interest to any Client on fund held on the Interlace Account, Business Account, and/or Infinity Card Account.

2.3 The Client agrees not to conduct any direct communication with any bank that is involved in provision of the Interlace Services unless such communication is approved by us in writing. Any direct contact with a bank or other Payment Provider regarding the Interlace Services may result in immediate termination of the use of the Interlace Services.

2.4 Eligibility.

2.4.1 The Client must be a business firm (including, without limitation, limited liability company, cooperation, partnership, limited partnership, or other legal entities) in order to use Interlace Services. The Client shall use Interlace Services solely for business purposes. We reserve the right to require proof of business relationship with the Client and the Payee or Payer (such as invoices, purchase agreements, or waybills, etc.) For the purposes of trial run, Interlace may allow registration by individual users for a limited time period and with limited service functions.

2.4.2 The Client may not register a Interlace Account or use the our services if it is a resident of any jurisdiction in which (i) Interlace or the Service Provider is not authorized to provide the Interlace Services, (ii) any jurisdiction which is sanctioned under Sanction Laws, (iii) where the use of the Interlace Services would be illegal or otherwise violate any applicable law of such jurisdiction or of the PRC or the United States (the “Restricted Jurisdiction”). The Client hereby represents and warrants that it is not a resident of any Restricted Jurisdiction and that it will not register a Interlace Account or use Interlace Services even if our methods to prevent the Client from registering an account or using Interlace Services are not effective or can be bypassed. We may implement controls to restrict access to the Interlace Services from any Restricted Jurisdiction.

2.4.3 The Client represents and warrants to us that:

2.4.3.1 The Client is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation.

2.4.3.2 The Client has all requisite power, authority and capacity to enter into this Agreement, and to perform its obligations hereunder. This Agreement will constitute valid and legally binding obligations of the Client, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles.

2.4.3.3 The Client has all licenses, regulatory approvals, permits and powers legally required to conduct the business in each jurisdiction in which the Client carries on business.

2.4.3.4 The Client registers and uses Interlace Services solely for business for its own account not as a nominee or agent.

2.4.3.5 The Client’s registration and use of Interlace Services is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties in any material respect.

2.4.3.6 The Client has fully provided Interlace with all the information that Interlace has reasonably requested during the registration process and usage of Interlace Services. No representation or warranty by the Client in this Agreement and no information or materials provided by the Client to Interlace in connection with the performance of this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading.

2.4.4 If the Client breaches these representations and warranties, Interlace may suspend and/or terminate services to the Client and take reasonable measures to freeze, restrict and/or terminate Client’s Interlace Account,refuse to provide services to the Client.

2.5 KYC Requirement

Client's use of Interlace Services is subject to Interlace’s Know Your Customer and approval processes (collectively, “KYC”). We have the right to request information and documentation prior to Client's use or during Client's use of the Interlace Services including, but not limited to, information and documentation relating to Client's identity or the identity of Client's shareholders, proof of address, proof of ownership, and additional business-related information and documents. Client agree that Interlace may check and verify the information that Client provides as necessary or advisable to validate Client's identity, including through the use of third-party intermediaries or databases. The Client agrees to provide to Interlace, within three (3) days of Interlace’s request, all information required by Interlace for the purpose of complying with its compliance obligations. We shall be entitled to deny Client's use or Client's continued use of the Interlace Services if client fails or refuses to provide the information requested by us under this Section.

2.6 AML Requirements.

Interlace retains the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, we, in our sole judgment, acting reasonably, determine that such act might cause it to be in noncompliance with any applicable AML Laws. Further, should we, in our sole judgment, acting reasonably, determine at any time that its acting under this Agreement or during the use of Interlace Services by the Client has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanction legislation, regulation or guideline, then we shall have the right to cancel the Client’s Interlace Account upon written notice. For the purposes of compliance of the AML Laws, we may not accept Client with registered address or main business address in certain high-risk countries according to AML Laws.

2.7 Authorization.

By registration, the Client irrevocably authorizes Interlace to provide the information of the Client to Service Providers to the extent Interlace decides, on its reasonable discretion, necessary.

2.8 Right to Reject Registration.

Interlace may reject or cancel any ineligible registration application due to compliance reasons.

2.9 Account Administrator.

The Client may authorize one (1) individual as the Account Administrator. The Account Administrator shall be aged eighteen (18) or over and duly authorized by all necessary and appropriate action to execute this Agreement on behalf of such party and does so with full legal authority. The Account Administrator must be either the Authorised Representative or Director of the Client as shown in written registration information. If the Account Administrator is the Authorised Representative, the Client must provide Interlace with relevant documents requested by Interlace to evidence that such person has been legally authorised by Client to enter into this Agreement on behalf of the Client under applicable law (e.g. an authorisation letter).

Interlace will treat all instructions and actions by the Account Administrator acting within the limits of authority as if the Client had given that instruction or carried out that action itself. The Account Administrator shall (i) have access to the Interlace Account, the Dashboard, Business Account, and Infinity Card Account; (ii) make payments into or out of the Business Account and Infinity Card Account; and (iii) apply for, cancel, setup and adjust limits, and administrate otherwise the Infinity Cards according to the Infinity Card Agreement (when applicable). The Account Administrator may appoint multiple Sub-Administrators. The Sub-Administrators shall have the same or part of the functions as the Account Administrator.

2.10 Account Security.

2.10.1 The Client acknowledges and agrees that it shall be solely responsible for (i) maintaining the confidentiality and security of the Access Information of the Interlace Account, and (ii) all activities that occur in connection with the Interlace Account, whether initiated by the Client, by others on the Client’s behalf or by any other means.

2.10.2 The Client will notify Interlace immediately of any unauthorized use of the Interlace Account, Access Information or any other actual or potential breach of security.

2.10.3 The Client acknowledges and agrees that Interlace will not be liable for any loss that the Client may incur as a result of any party using the Access Information, either with or without the Client’s knowledge and/or authorization.

2.10.4 The Client shall at all time keep the Access Information in a secure location, take precautions to prevent others from accessing it and change it when necessary to maintain its confidentiality and security.

3 Business Account.

3.1 The Business Account enables the Client to receive Funds in U.S. Dollars, Euros, Hong Kong Dollars. Interlace may, at any time at its sole discretion, enable or disable any currencies.

3.2 The nature of the Business Account is a series of virtual accounts under the same name as the Client associated with bank account(s) held with certain Service Provider(s) designated by Interlace. The Client may hold funds in different currencies at the same time. The fund held on the Business Account bears no interest.

3.3 Interlace will hold the Funds transferred to Interlace in a designated underlying bank account in its name for the solo purpose of providing the Services. The Funds in this underlying bank account will be comingled and pooled together with those of other users of Services offered by Interlace.

3.4 Interlace has implemented commercially reasonable administrative and technical measures to protect and safeguard the Funds, including holding the Funds in a designated bank account segregated from Interlace’s corporate funds and the Funds will not be used for its operation expenses or for any other corporate purpose. According to laws and regulations in different jurisdictions, Interlace may be required to apply additional safeguarding measures on the Funds.

3.5 The Client shall provide Interlace and/or the Service Provider with all information, documents, and materials required by Interlace or the Service Provider for the purpose of bank account onboarding, compliance review, and account opening.The Client acknowledges and agrees that it may receive or make payments only after the Service Provider has successfully completed its due diligence review and approved the opening of the relevant bank account.

3.6 Inbound Payment.

3.6.1 The Client acknowledges and confirms that the Business Account shall not be deemed as a bank account and the Client is not permitted to carry out any activity that falls outside of the scope of the Interlace Services as provided under this Agreement.

3.6.2 Interlace may conduct compliance checks upon inbound payments and reserve the right to request further documents or deny any Payments, in its reasonable discretion, for risk control and regulatory compliance purposes (including without limitation, the AML Laws and Sanction Laws). Any costs and expenses associated with rejected payments shall be borne by the Client, as applicable.

3.6.3 Interlace shall only accept or send Funds via wire transfer networks or other methods acceptable to Interlace. Interlace Services do not support cash, credit card payments or checks for Inbound Payment and Outbound Payment.

3.6.4 The Client acknowledges and confirms that the time required for payments to reach the Business Account shall in no event be under our control. As an illustration only but not otherwise, payments shall typically arrive at the Business Account within one (1) to three (3) Business Days from the date of remittance but no guarantee is provided. While the Client shall directly address any issues or disputes with the Payer if an Inbound Payment is not correctly received, Interlace agrees to use commercially reasonable efforts to assist the Client in resolving such issues, provided that such assistance does not involve resolving disputes directly between the Client and the Payer. Interlace shall not be liable for any failure or delay of Inbound Payments but will offer support within its reasonable capacity to facilitate resolution.

3.7 Outbound Payment Order.

3.7.1 The Client may create Payees in advance of Outbound Payment Orders by providing Interlace with full name and bank account details of the Payee (including, without limitation, name and address of the bank, account number, SWIFT Code, etc.). Interlace may conduct background checks on the potential Payees’ information provided by the Client and reserve the right to deny any Payee, in its reasonable discretion, for risk control and regulatory compliance purposes (including without limitation, the AML Laws and Sanction Laws). After Payees are approved by Interlace, the Client may make an Outbound Payment Order to such Payee.

3.7.2 By placing an Outbound Payment Order, the Client may instruct Interlace to make payment out of the balance of the Business Account held by the Client to the Payee designated by the Client.

3.7.3 When placing the Outbound Payment Order to a designated Payee, the Client shall provide Interlace with certain information including, without limitation:

3.7.3.1 amount and currency in which the payment to be made;

3.7.3.2 an invoice reference that the Payee can identify the payment (only applies to third party beneficiaries); and

3.7.3.3 a copy of the invoice, when Interlace deems necessary (only applies to third party beneficiaries).

3.7.4 Each of Inbound Payment and Outbound Payment Order will be given a unique transaction ID and shown in the transaction history on the Interlace Account. The Client may quote such transaction ID when communicating with Interlace about a particular Outbound Payment Order.

3.7.5 The Client acknowledges and confirms that the time required for the completion of each Outbound Payment Order shall in no event be under Interlace’s control. As an illustration only but not otherwise, payments shall typically arrive at the Payee’s bank account within one (1) to fifteen (15) Business Days from the date of the Payment Order was made but there is no guarantee. If a Payment Order is not received within fifteen (15) Business Days, Interlace may initiate internal investigation on behalf of the Client upon request. Interlace carries out verification checks, and these checks may increase the time it takes to process the Payment Order. Interlace shall not be responsible for any delays as a result of carrying out those checks.

3.7.6 Both of Inbound and Outbound Payment Orders may be temporarily withheld in the event when Interlace determines that payment would violate applicable laws or place Interlace in excessive security, financial, or reputational risk. Funds may be forfeited as per the requirements of applicable laws.

3.7.7 If unable to complete an Outbound Payment Order, Interlace shall inform the Client within reasonable time and, if possible, inform the Client of the reasons for such refusal and explain how to correct any factual errors. However, Interlace shall not be liable to notify the Client if such notification would be unlawful or cause Interlace to violate laws or regulations applicable.

3.7.8 The Client may cancel an Outbound Payment Order before it was processed by Interlace. Once Interlace finishes the process of such Outbound Payment Order, it cannot be cancelled from the Client’s end.

3.8 Currency Exchange.

3.8.1 In the event that (i) the currency of certain Outbound Payment Order placed by the Client is different from the currency held in the Client’s Business Account, or (ii) the currency of certain Inbound Payment received is different from the currency held in the Client’s Business Account, Interlace may convert the currency based on market rate, which is based on foreign-exchange markets. The currency exchange rate will be shown in the Dashboard. Extra fees may apply when:

3.8.1.1 currencies that aren't always easily available; or

3.8.1.2 the Client instructs the currency exchange to be made outside foreign-exchange-market hours. A currency exchange will be outside foreign-exchange-market hours if it's between midnight on a Friday and midnight on a Sunday (Hong Kong time).

3.8.1.3 Interlace shall in no event be responsible for the following:

3.8.1.4 any loss as a result of the change of currency exchange rate; or

3.8.1.5 loss as a result of multiple times of currency exchange due to rejection or refund of certain payments.

3.9 Other Issues regarding Business Account.

3.9.1 The Inbound Payment or Outbound Payment Order may be subject to maximum sending amount limits. Interlace may vary this limit from time to time by notification when certain payment exceeds such limitation.

3.9.2 The Client shall be solely liable for the completeness, accuracy, and non-misleading for the information provided by the Client regarding the Payer, Payee, or Outbound Payment Order.

3.10 Right to Reject or Delay.

Interlace retains the right to reject or delay any service at any time when:

3.10.1 legal or regulatory requirements prevents such service from being carried out or requests further checks;

3.10.2 the Client breaches any provision of this Agreement;

3.10.3 Interlace reasonably believes that processing certain instruction would break this Agreement or result in violation of applicable laws and regulations;

3.10.4 Interlace reasonably believes that certain instruction is incomplete, inaccurate, or made under coercion;

3.10.5 Interlace reasonably believes that certain instruction is related to Forbidden Industries;

3.10.6 the amount is over any limit that applies to such account;

3.10.7 there is not enough money available in such account to make the payment and cover any charge;

3.10.8 a bankruptcy order is made against the Client;

3.10.9 In the event that the Client has any outstanding financial obligations to Interlace or Interlace intends to exercise right of set-off;

3.10.10 any specific and essential request by Interlace (such as providing certain important information by the Client) remains pending; or

3.10.11 Interlace has suspended the Client’s Interlace Account for any other reasonable cause.

4 Crypto Wallet.

By registering under this Agreement, the Client agrees to the Crypto Wallet Agreement as displayed on our website: [https://www.Interlace.money/terms]. The respective functions regarding purchasing, payment, and remittance of crypto currencies shall be subject to such agreement.

5 Crypto Finance.

The Client acknowledges that crypto financing-related functions are currently subject to the Crypto Wallet Agreement. Interlace reserves the right to issue a dedicated Crypto Finance Agreement in the future. The Client shall be notified of the effective date of any such dedicated agreement, and continued use of the crypto financing-related functions thereafter shall constitute acceptance of the new terms.

6 Infinity Card.

Upon the Client’s further application and acceptance on certain Infinity Card agreement and card holder agreement, it may also use the Infinity Card Account. The function of the Infinity Card Account shall be subject to such agreements.

7 Electronic Payments.

7.1 Your use of the Service will include your consent and authorization for Interlace to process and originate electronic ACH debits and credits. Interlace’s role in providing the Service is limited to receiving and processing payment instructions from you, the businesses you pay using the Service (“Vendors”), and your customers that use or make payments to you through the Service (“Customers”) to the Bank (the Bank is Interlace’s ODFI).

7.2 ACH Rules.

7.2.1 Applicable Rules and Law. You agree that all electronic ACH transactions requested or processed in connection with your Interlace account or your use of the Service are subject to this Agreement, the Operating Rules of the National Automated Clearing House Association (“NACHA Rules”), and all other applicable laws, rules and regulations, which may include Uniform Commercial Code Article 4A or Regulation E. For purposes of the NACHA Rules, Interlace is a “Third Party Service Provider” and a “Third Party Sender” for Bill Payment Services.

7.2.2 For purposes of ACH debits and credits, and all electronic payments made or received through the Service, you agree and represent that you:

7.2.2.1 understand and agree that all payments processed through the Service are funded by an electronic withdrawal (an “ACH debit”) processed for Interlace through the ACH Network from the bank account of the party making payment (the “payor”);

7.2.2.2 authorize Interlace and its ODFI to initiate and process ACH debits and credits in accordance with your payment instructions and as provided under this Agreement;

7.2.2.3 agree to be subject to and comply with this Agreement, the NACHA Rules, and all other applicable laws, rules and regulations as the Originator under the NACHA Rules, and acknowledge that you have a copy of or access to the NACHA Rules;

7.2.2.4 will not originate any ACH transactions that violate the laws of the United States; and

7.2.2.5 have and maintain all necessary authorizations under the NACHA Rules and approvals from each Vendor to originate credits to the Vendor’s bank account and represent and warrant that your Vendor certifies, or you have the authority to certify on behalf of your Vendor, that the Vendor’s bank account is enabled for ACH payments; and

7.2.2.6 represent and warrant that your Vendor or Customer agrees, or you have the authority to agree on behalf of your Customer or Vendor, to be subject to and comply with this Agreement, the NACHA Rules, and all other applicable laws, rules and regulations.

7.2.3 You agree that Interlace’s ODFI may terminate or suspend this Agreement (or direct Interlace to terminate or suspend this Agreement) for breach of the NACHA Rules in a manner that permits the ODFI to comply with the NACHA Rules. You authorize the Interlace and ODFI to audit your compliance with this Electronic Payments and the NACHA Rules.

7.2.4 You may not process ACH transactions for a Third Party Sender or a Third Party Service Provider without our express and prior approval. If you breach the foregoing requirement, you shall bear solely all losses, liabilities, damages, penalties, and risks arising therefrom.

7.2.5 You may only submit ACH transactions with the Standard Entry Code WEB, CCD, and PPD. Any other types of transactions, including TEL or IAT require prior approval by us and agreement to additional terms and conditions.

7.2.6 Interlace or its ODFI may reject any ACH transaction at any time, either with or without cause. You have no right to cancel or amend an ACH transaction after we have initiated it. We may use commercially reasonable efforts to act on a request by you for cancellation of an entry prior to transmitting it to the ODFI. We shall have no liability if any requested cancellations or reversals are not affected.

7.2.7 You represent and warrant that you have obtained all necessary consents and authorization from Customer(s), for the processing and origination of electronic ACH debits and credits to and from Customer(s) accounts.

7.2.8 Returned Entries. We will notify you of the receipt of a returned Entry from the ACH Operator no later than one Business Day after the settlement day of such receipt. We will not dishonor any returned Entry unless you provide us such request in writing, together with any relevant information required under the NACHA Rules, and We receive the written request and information within the relevant time frame for dishonoring such entry. Notice by us of a returned Entry shall be effective when given.

7.3 ACH Debits.

7.3.1 To fund the payment, you authorize Interlace to process an ACH debit from your Payment Account in the full amount of each payment requested. If there are insufficient funds in the Payment Account to fund the transaction, your transaction may not be processed. If an ACH debit from your Payment Account to fund a payment made by you through the Service is rejected or returned by your bank for any reason, YOU UNDERSTAND AND AGREE THAT YOU CONTINUE TO BE RESPONSIBLE FOR FUNDING THE PAYMENT AMOUNT AND AGREE PAY THE AMOUNT OF THE RETURNED DEBIT DIRECTLY TO Interlace WITHIN 10 BUSINESS DAYS. You agree that we may resubmit a returned or rejected ACH debit to your Payment Account, in our sole discretion. You agree to pay all penalties, interest charges, late payment fees, service fees, and/or interest related to the rejected or returned funding ACH debit. You certify that your Payment Account is enabled for ACH debits, and agree to reimburse Interlace for all penalties and fees incurred if any funding ACH debit is returned because your Payment account was not properly configured to accept ACH debits. If an ACH debit processed by us from your Payment Account is rejected or returned for any reason, we reserve the right to suspend all payments from your Interlace account, or to terminate your Interlace account, all in our sole discretion.

7.3.2 Debits from the accounts of Your Customers. When you use the Accounts Receivable Service, you represent and warrant to Interlace that you have all necessary authorizations and approvals from your Customer for Interlace to originate an ACH debit from the Customer’s bank account to fund the full amount of each payment requested. You represent and warrant that your Customer certifies, or you have the authority to certify on behalf of your Customer, that the Customer’s bank account is enabled for ACH payments, and you agree to reimburse Interlace for all penalties and fees incurred if any funding ACH debit is returned because the Customer’s bank account was not properly configured to accept ACH debits. You represent and warrant that your Customer agrees, or you have the authority to agree on behalf of your Customer, that the Customer will not dispute any ACH debit by Interlace that funds a payment made through the Service. If an ACH debit from a Customer’s account to fund a payment requested by you through the Accounts Receivable Service is rejected or reversed for any reason, YOU AUTHORIZE Interlace TO REVERSE THE CORRESPONDING PAYMENT VIA DEBIT FROM YOUR PAYMENT ACCOUNT, OR IF THERE ARE INSUFFICIENT FUNDS IN YOUR PAYMENT ACCOUNT AT THE TIME OF DEBIT, YOU AGREE TO PAY THE AMOUNT OF THE PAYMENT BACK TO Interlace WITHIN TEN (10) BUSINESS DAYS. You represent and warrant that your Customer agrees, or you have the authority to agree on behalf of your Customer, that Interlace may resubmit a rejected or reversed funding debit to the Customer’s account, in Interlace’s sole discretion. You also agree to pay all penalties, interest charges, late payment fees and service fees related to any rejected, reversed or returned funding ACH debit, or your breach of this provision.

7.3.3 Returns and Maintaining Sufficient Funds. When using the Service, you understand and agree that it may take more than sixty (70) days for Interlace to receive notice of the return or reversal of an ACH debit and/or to exercise any rights granted or reserved under this Agreement. You agree at all times to maintain sufficient funds in your Payment Account to satisfy all obligations to Interlace in connection with your Interlace account or your use of the Service, including returns, reversals, and associated fees, and to add funds immediately if Interlace notifies you that your funds are insufficient.

7.3.4 Ownership of Funds Collected for Payment. In the event that Interlace processes an ACH debit to fund a payment before Interlace makes the associated bill payment disbursement, the funds collected through the ACH debit will be held in a bank account held for the benefit of the payor. These funds may be commingled with other funds similarly collected for purposes of making payments requested through the Service.

7.4 ACH Payments and Credits.

7.4.1 ACH Payments. When using the Service, if permitted by your account, your settings and this Agreement, you may choose to pay Vendors or be paid by Customers by electronic ACH payment. ACH payments may not be available for all payments, including but not limited to payments made in international currency. Interlace reserves the right to refuse to make any payment through the ACH Network, for any reason, in Interlace’s sole discretion.

7.4.2 Credits to Accounts of Your Vendors. You represent and warrant to Interlace that you have all necessary authorizations and approvals from each Vendor for Interlace to credit the Vendor’s bank account to fund the full amount of each payment requested. You represent and warrant that your Vendor certifies, or you have the authority to certify on behalf of your Vendor, that the Vendor’s bank account is enabled for ACH payments. You agree that Interlace may resubmit a rejected or reversed credit to your Payment Account, in Interlace’s sole discretion. Interlace is not responsible for any penalties, interest charges, late payment fees and service fees related to any rejected, reversed or returned ACH credit, or your breach of this provision.

7.4.3 NACHA Disclosure. Credit given by the RDFI to the Vendor for the ACH credit entry is provisional until the RDFI has received final settlement through a Federal Reserve Bank or otherwise has received payment; and if the RDFI does not receive such payment for the credit entry, the RDFI is entitled to a refund from the Vendor in the amount of the credit to the Vendor’s account, and you will not be considered to have paid the amount of the credit entry to the Vendor. Interlace is not responsible for any penalties, interest charges, late payment fees and service fees related to any ACH credit for which the RDFI does not receive payment for the credit entry.

7.4.4 Credit of Returned or Cancelled Payments. If a payment requested or made through the Service is returned or cancelled, Interlace reserves the right to process an ACH credit in the amount of the payment to your Payment Account or to the Customer’s bank account, less any Service Fees or other amounts owed to Interlace.

8 Fees.

8.1 The Fee rates of each type of Interlace Services will be shown on the Interlace Dashboard and subject to change and modification from time to time at Interlace's sole discretion. Interlace may adjust the Fees by providing the Client with at least seven (7) days’ prior written notice. If the Client does not agree to the adjusted fees, the Client shall cease using the applicable Services prior to the effective date of such adjusted fees. The Client’s continued use of the applicable Services after the effective date of the adjusted fees shall constitute the Client’s acceptance of such adjusted fees.

8.2 All payments made shall be non-refundable (except as required by applicable law), non-cancellable, and not subject to set-off by the Client.

8.3 Interlace shall only process the Payment Order upon reception the full transfer amount and Fees from the Client. The Client may pay Interlace by authorizing Interlace to charge the Client via bank transfers or other means acceptable to Interlace. Interlace will update the balance in the Client’s Interlace Account following each such charge.

8.4 Third Party Fees. Except for Fees charged by Interlace according to the Fee rates, certain Payment Orders may also be subject to third party fees including, without limitation, charges by the bank of Payee, Buyer, or Platforms. This means the amount received by the Payee or the Client might be less than expected. Interlace shall not be liable for any third-party fees charged.

8.5 Unless otherwise agreed between the Parties, Interlace will deduct the fees from the funds it collects or receives as part of the Services. For certain Services where fees are not automatically deducted, Interlace may issue an invoice through reasonable means as determined by us, which you must pay within fifteen (15) days of receipt.

8.6 Disputed amounts shall be notified to Interlace by email within seven (7) calendar days of Client’s receipt of the invoice, which claim of dispute may concern not only the accuracy of the charge itself, but also any claim of breach of this Agreement that relates to the specific charges in the invoice. Any charges or services not disputed within such seven (7) calendar day window will be deemed to be accepted by Client without dispute.

8.7 Where the Client owes any amounts to Interlace, including but not limited to fees, chargebacks, reversals, refunds, losses, liabilities, fines, penalties, or any other amounts arising out of or in connection with the Services, Interlace may, without prejudice to its other rights or remedies under this Agreement:

(ⅰ) charge interest on overdue sums at the rate of one percent (1%) per month, or the maximum rate permitted by applicable law (whichever is higher), accruing daily until paid;

(ⅱ) withhold, freeze, reserve, or restrict access to any funds held in the Client’s account(s);

(ⅲ) suspend or restrict the Client’s ability to withdraw, transfer, or otherwise dispose of funds from the account(s); and/or

(ⅳ) suspend or reduce the Client’s access to the Services, until all overdue amounts (including interest, if any) are settled.

8.8 Set off.

8.8.1 If the Client owes any amounts to Interlace for any reason, Interlace shall have the right, without prior notice, to deduct or set off such amounts against any funds held in any account of the Client with Interlace, including but not limited to any Interlace Account, Infinity Card Account or any other account (together, the “Account”).

8.8.2 If the funds held in the Client’s Account are insufficient to satisfy such amounts, Interlace may set off such outstanding amounts against any sums payable by Interlace to the Client, whether present or future.

8.8.3 If the Client maintains balances in multiple currencies, Interlace may effect such set-off across different currencies and perform any necessary currency conversion at the exchange rate applied by Interlace at the relevant time.

8.8.4 Without prejudice to any other rights or remedies, Interlace further reserves the right to suspend, limit or reduce any Services provided to the Client until all outstanding amounts are fully settled.

8.9 The Client shall be fully responsible for any negative balance, liability, or amount owed arising from or in connection with any its downstream customers if Client integrates Interlace’s APIs into its own application to offer certain financial services to its customers.

8.9.1 Where the Service is accessed under the MoR Model, all negative balances shall be directly recovered from the Client’s Master Merchant Account. If insufficient, Interlace may suspend or withhold any cashback, rebate, or other incentives payable to the Client and/or set off such amounts against them.

8.9.2 Where the Service is accessed under the Gateway Model, Interlace shall first recover from the relevant sub-account. If insufficient, Interlace may restrict or freeze such sub-account and recover the outstanding amount from the Client’s Master Merchant Account. If the Master Merchant Account is insufficient, Interlace may suspend and/or set off any cashback, rebate, or incentives payable to the Client.

8.9.3 Where the Service is accessed under the Distributor Model, recovery shall follow the order of Sub-account → Master account → Distributor account. The Client shall remain fully liable for any shortfall.

8.9.4 Interlace may suspend, restrict, or terminate the account at the level where the outstanding amount remains. Interlace may deduct or set off any outstanding amounts from any funds, settlements,rebates, and may require the Client to promptly fund any shortfall. If any Customer or downstream customer brings any claim against Interlace in connection with any set-off or deduction under this Agreement, the Client shall, at its own expense, defend such claim and indemnify and hold harmless Interlace from all losses, liabilities, and expenses.

9 Relationship with Service Providers.

9.1 The Client acknowledges that Service Providers do not have any contractual relationship with the Client and owe no duty of care to the Client by reason of the use of Interlace Services. The Client has no right in any bank account which the Interlace Service relate to.

9.2 Any payment instruction or representation related to Interlace Services and/or the Business Account shall be made strictly in accordance with, and limited to this Agreement. In particular, the Client shall not represent to its payers or any other person that such bank account belongs to the Client.

9.3 In any event that the Client instructs any payment other than as provided in this Agreement, the Client does so at its own risk and Interlace shall not be liable for any consequences thereof.

10 Termination.

10.1 Client’s Right to Terminate. The Client may at any time terminate this Agreement by giving thirty (30) days’ notice to Interlace.

10.2 Interlace’s Right to Terminate. Interlace may at any time terminate the Client’s use of all or any part of the Interlace Services when:

10.2.1 any breaching by the Client of this Agreement or any other agreement between Interlace and the Client;

10.2.2 the Client publishes, disseminates, or otherwise makes available any marketing, advertising, or public communications that reference or involve Interlace or the Interlace Services without Interlace’s prior written approval.

10.2.3 the Interlace Account is not accessed or used by the Client for more than two (2) years;

10.2.4 the Client has provided false, misleading, untrue, incomplete or inaccurate information or have otherwise acted dishonestly;

10.2.5 the Interlace Account of the Client has been compromised or for other security reasons;

10.2.6 the Client engages in Forbidden Industries, fraud, money laundering, terrorist financing or other illegal activities or Interlace reasonably suspect the same;

10.2.7 Interlace, at its own reasonable discretion,identifies that:

10.2.7.1 Providing services to Client may result in Interlace potentially violating applicable laws, regulations, and regulatory requirements,or could lead to economic sanctions against Interlace, or could lead to losses incurred by Interlace;

10.2.7.2 Client’s Interlace Account may be subject to unauthorized operations or overstepping of authority;

10.2.7.3 Other circumstances or facts that Interlace believes may affect or have already affected Client’s continued use of Interlace services; or

10.2.8 there are other grounds that Interlace considers the termination shall be appropriate.

10.3 If any of the situations under Section 10.2 occur, in addition to terminating this Agreement, Interlace reserves the right to immediately take one or more of the following emergency measures, including but not limited to:

10.3.1 freezing the balance in Client’s Interlace Account;

10.3.2 stopping providing Client with any services;

10.3.3 if the payment made by the Payer has been credited to Client’s account, Interlace reserves the right to decide to return the transaction amount at its own discretion. If the relevant transaction amount has been exchanged, (unless Interlace agrees to handle it otherwise) Interlace can reverse the exchanged amount back to the initial source currency and return it to the original outgoing account of the Payer, subject to the exchange rate difference and related bank fees and/or Interlace's corresponding service fee (if any) arising from the settlement funds being exchanged twice, which should be borne by Client;

10.3.4 if Client has any outstanding payment obligations with Interlace in any form, Interlace reserves the right to deduct the amount from any of Client’s account balances;

10.3.5 other appropriate measures as determined by Interlace at its discretion.

10.4 All provisions of this Agreement which, by its nature, shall remain in force after the termination of the Agreement shall remain in force after the termination, including, but not limited to Indemnification and limitation of liability.

10.5 Interlace shall be entitled to withhold reasonable fund (the “Withholding Amount”) upon termination of this Agreement for a period up to one hundred and eighty (180) days when there are any Forbidden Industries, Risk Factors (as defined in Infinity Card Agreement, as applicable), or other transactions which Interlace reasonably believes may result in refund or extra charges from Service Provider or third parties (collectively the “Suspicious Transactions”). Interlace shall provide written notice and justification to the Client for any such withholding. Any Withholding Amount must be directly related to the actual potential liability arising from such Suspicious Transactions (including the reasonable estimated risk exposure amount). After fifteen (15) Business Days of the termination of this Agreement, the available balance (less the Withholding Amount, if any) in the Business Account and Infinity Card Account will be refunded to the account to which the last Settlement Order was made. Any remaining Withholding Amount will be promptly released once the potential liability is resolved or no longer applicable.

10.6 Any refund, charge, or other dispute (each a “Dispute After Termination”) between the Client and Service Provider, Payee, Buyer, Platforms, or other third-party shall be the sole responsibility of the Client to resolve. However, Interlace shall notify the Client in writing of any such Dispute After Termination and allow the Client a minimum of thirty (30) days from the date of notice to resolve the dispute. In the event that the Client does not resolve the dispute within thirty (30) days after the termination of this Agreement, Interlace may, at its sole discretion, use the Withholding Amount to settle such Dispute After Termination on behalf of the Client, provided that Interlace shall notify the Client of any such action taken. Within fifteen (15) Business Days following the settlement of all Disputes After Termination, any remaining balance (if any) of the Withholding Amount will be refunded to the account to which the last Settlement Order was made.

10.7 In the event that any funds are frozen by a Service Provider or governmental authorities due to anti-money laundering, counter-financing terrorism, or other risk control reasons, such frozen funds shall be deducted from the amount returned to the Client until the issue is resolved. Interlace shall promptly inform the Client of any such freezing of funds and shall use reasonable efforts to assist in resolving the matter in a timely manner. Any unfrozen amounts shall be refunded to the Client once the issue is fully resolved.

11 Intellectual Property.

11.1 Interlace owns all rights, title and interest in the trademarks, logos, graphs, source code and other protected intellectual property related to the Interlace Services. The Client may not use such intellectual property without Interlace’s prior written permission.

11.2 The Client is authorized to use the Interlace Services only in accordance with this Agreement. The Client shall not directly or indirectly, (i) copy or modify the software or application provided by Interlace, or create derivative works thereof; or (c) attempt to adapt, decipher, reverse translate, decompile, disassemble or otherwise reverse engineer, reconstruct or discover any source code or underlying ideas, algorithms, processes know-how or other related technology of the Interlace Services.

12 Limitation of Liability.

12.1 To the fullest extent permitted by applicable law, under no circumstances will Interlace, its affiliates or Service Providers be liable with respect to any subject matter of this Agreement under any theory of tort, contract, negligence, strict liability or other legal or equitable theory for: lost profits; special, incidental or consequential damages; punitive damages; the cost of procurement for substitute services; for interruption of use or loss or corruption of data; or for any amounts that exceed the fees paid by the Client to Interlace under this Agreement during the twelve (12) month period prior to the cause of action. Interlace shall have no liability for any failure or delay due to matters beyond its reasonable control.

12.2 Payment Orders can only be executed if they comply with regulatory standards. Interlace will not be held liable for any damages which could result from the non-execution or defective execution of any Payment Order where such non-execution or defective execution is due to the fact that the Client provided information which was untrue, inaccurate, incomplete or incorrect.

12.3 The Client acknowledges that Interlace may provide the Interlace Services using facilities provided by banks, payment service providers, clearing networks and other third-party payment processing services. No commercial agreement exists between the Service Providers and the Client and each of the Service Providers will accordingly have no direct liability to the Client.

12.4 Interlace shall not be liable for any underlying sales transactions occurring between the Client and Payer. It is the Client’s responsibility to make payments to or receive payments only from persons or entities related to commercial transactions in compliance with applicable legal obligations. Interlace has no influence on the underlying process of buying or selling goods, and no legal relationship with the Payers, and will not be made liable to or in respect of any Payer or for the underlying products and/or services being sold or bought, nor for the correct completion of any sale or purchase of goods or services. The Client assumes exclusive responsibility for the product and obligations of the Client to Payers, and shall indemnify and hold Interlace harmless from any claim by any of them against Interlace. The sale of counterfeit goods or goods breaching intellectual property rights can also lead to legal action by rights holders and a potential loss of Funds. The Client shall refrain from making any payment if it is in doubt as to the legality of a transaction.

12.5 The Client shall solely be responsible for reporting to all applicable government tax authorities all Funds underlying the use of the Interlace Services and for the payment of any applicable taxes that apply to such payments as well as any other applicable reporting requirements including, but not limited to, any customs or foreign currency controls. Interlace may request the Client to provide proof of payment of taxes as and when it considers necessary and appropriate.

12.6 Neither party shall be held liable or considered to have failed under these rules in case of late or non- performance when their cause is related to a force majeure situation.

12.7 Each Party’s liability to the other Party for any loss, cost, claim, injury, liability, or expense, including reasonable attorney’s fees, relating to or arising from any act or omission in its performance of this Agreement, shall be limited to the amount of direct damage actually incurred. In no event shall any Party be liable to the other Parties for any indirect, special, consequential, or punitive damages.

12.8 The maximum liability of Interlace under this Agreement (including any and all claims for breach of this Agreement) for any single event shall not exceed 5% of the Fees (for the avoidance doubt, any amount of fiat currency or crypto currency held in custody by Interlace or respective Service Provider on behalf of the Client does not account as Fees)collected by Interlace from the Client for the twelve (12) months immediately before such event. The aggregate maximum liability of Interlace under this Agreement (including any and all claims for breach of this Agreement) for all events shall not exceed 100% of the Fees collected by Interlace from the Client for the twelve (12) months immediately before such events.

12.9 All of this Section 12 shall survive termination hereof.

13 Assistance.

Interlace agrees to fully cooperate with the Client in the event of any investigation or inquiry by the bank, card network or any government authorities, including but not limited to timely disclosure of relevant data and information as reasonably requested by Client.

14 Indemnification.

The Client shall indemnify Interlace (or its respective directors, officers, employees, agents, representatives and authorized persons) (collectively “Indemnified Persons”) for and keep the Indemnified Persons fully and effectively indemnified against (a) all direct and indirect damages (including, without limitation, accounting, legal and other professional advisors’ fees) incurred by the Indemnified Persons on an indemnity basis in connection with any breach of the terms and conditions herein by the Client and/or the Indemnified Persons’ enforcement thereof; or (b) any claim, proceeding, damages (including, without limitation, accounting, legal and other professional advisors’ fees) that may arise to be incurred by the Indemnified Persons in connection with the provision of any of the Interlace Services, whether or not arising from or in connection with the Client’s improper use of such Interlace Services or any damages to the Indemnified Persons (or their respective assets, computer hardware, devices, facilities or software) as a result of performing such Interlace Services.

15 Governing Law.

To the fullest extent permitted by applicable law, this Agreement shall in all respects be governed by and construed in accordance with the laws of Hong Kong without regard to its principles of conflicts of laws.

16 Dispute Resolution.

Any dispute arising out of or in connection with this Agreement shall be exclusively submitted to the Hong Kong International Arbitration Centre (“HKIAC”) for arbitration in accordance with the HKIAC Administered Arbitration Rules in force at the time of application for arbitration. There shall be one sole arbitrator selected in accordance with the HKIAC Rules. The arbitration seat shall be in Hong Kong. The language of arbitration shall be English. The award of the arbitration tribunal shall be final and binding upon the disputing parties, and either party may apply to a court of competent jurisdiction for enforcement of such award.

17 Privacy.

17.1 Authorization on Use of Data. The Client hereby authorizes Interlace to collect, store, transfer, use information about the Client including the transaction history, the personal information of the Client’s directors, executives, employees, and Payees for the purpose of analyzing and improving the services.

17.2 Any activity conducted by Interlace regarding personal information shall be strictly in compliance with the Privacy Policy and all applicable personal data protection laws and regulations.

17.3 The Client acknowledges and agrees that Interlace reserves the right to access and disclose personal data relating to the Client to third parties to comply with all applicable laws and lawful requests from government and/or other regulatory authorities, and/or to provide services of Interlace or protect Interlace, its customers and other users.

18 Miscellaneous.

18.1 Complaint. The Client may file complaints to Interlace’s customer service center by emailing at support@interlace.money. All written or oral communications relating to this Agreement and its intended services must be in English.

18.2 Changes to Agreement. Interlace constantly updates the Interlace Services and the terms of this Agreement. Interlace, at its sole discretion, may amend, revise or update this Agreement. The changes will come into effect immediately. If we make any material changes, Interlace shall notify the Client via email or other means. If the Client disagrees with such changes, then the Client may stop using the Interlace Services. Once the Client continues use of the Interlace Services, it will be subject to the new terms. However, any transaction or dispute that arose before the changes shall be governed by the Agreement that was in place when the dispute arose.

18.3 Severability. Should one or several provisions of these general terms and conditions be or become invalid or prove to be unenforceable, this shall not affect the validity of the other provisions. In this case, the contracting parties shall replace the invalid or unenforceable provision by another provision that comes closest to the economically intended purpose. The same applies in the case of a regulatory gap.

18.4 Disclaimer of Warranties. The Interlace Services shall be provided on an “as is” basis. Interlace and the Service Providers hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Interlace nor the Service Providers, makes any warranty that the Interlace Services will be error free or that access thereto will be continuous or uninterrupted. The Client understands that it downloads from, or otherwise obtains content or services through, the Interlace Services at its own discretion and risk.

18.5 Marketing Requirement. The Client shall not publish, disseminate, or otherwise make available any marketing, advertising, or public communications that reference or involve Interlace or the Interlace Services without Interlace’s prior written approval, and the Client shall be solely responsible for and bear all losses, penalties, fines, damages, or liabilities arising out of or in connection with such breach.

18.6 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. This Agreement and the rights and obligations therein may not be assigned by the Client without the written consent of Interlace. This Agreement and the rights and obligations therein may be assigned by Interlace without consent of the Client.

18.7 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party, upon any breach or default of any party hereto under this Agreement, shall impair any such right, power or remedy of such party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach of default thereafter occurring; nor shall any waiver of any other breach or default theretofore or thereafter occurring.

18.8 Consent to Electronic Communications. You agree that, upon registration for and/or use of the Services, Interlace may send you newsletters, service communications, and other electronic communications relating to industry insights, market developments, product updates, new features, promotional campaigns, events, and other information relevant to the Services and Interlace ’s business activities. Such communications may be delivered by email, SMS, in-app notification, or other contact details provided by you. You may opt out of receiving marketing or promotional communications at any time by following the unsubscribe instructions included in such communications. However, you acknowledge that Interlace may continue to send you service-related, operational, security, compliance, or account communications where necessary for the provision of the Services or compliance with applicable laws and regulations.