Revised August 17, 2025

This Modu Payments Agreement ("Agreement") covers the provision of any Payment Services (as defined below) provided to you by Modu Technologies Ltd. (“Modu”, "we", "us") and supplements the Modu Platform Agreement and the Modu Business Account Agreement. To use the Payment Services, you must accept the terms of this Agreement.
Capitalized terms used but not defined in this Agreement shall have the meaning provided in the Modu Platform Agreement (the "Platform Agreement"). Changes to this Agreement may be made from time to time by us, and your continued use of the Payments Services constitutes your acceptance of such changes.

1. About Modu PaymentsModu Technologies Ltd. is a financial technology company that provides technology infrastructure for payment initiation and processing in cooperation with a licensed partner bank in the Republic of Kazakhstan (“Bank Partner”).
Modu is not a bank and does not independently hold a license of a payment organization or microfinance organization. All regulated services involving movement or custody of funds are performed by the Bank Partner under its regulatory license. Modu provides the digital platform, automation, and processing technology that enables you to access these services.

2. Payment ServicesYou will be able to send and receive payments through your Modu Account. Specifically, subject to availability and your eligibility, you may be able to:
(i) fund your Modu Account held with the Bank Partner; and/or
(ii) make payment to a third party at a third-party financial institution; and/or
(iii) receive incoming payments.
All Payment Services are executed by the Bank Partner, while Modu provides the interface and technology to facilitate and support such services. Payment Services may be conducted across a variety of payment methods.

2.1 Use of Payment Services – Generally
Your use of the Payment Services is subject to the applicable laws and regulations of the Republic of Kazakhstan and other relevant jurisdictions in which we or our Bank Partner operate. Payments you receive and payments you originate are provisional until final settlement of such payments through the relevant payment system or clearinghouse, or until settlement otherwise occurs in accordance with applicable law.
When you make a valid payment request, funds are received and held by our Bank Partner in accordance with its license and regulatory obligations. The Bank Partner, at your instruction via Modu, transmits the funds to the recipient’s financial institution. Our obligation with respect to the payment is deemed satisfied once the recipient’s financial institution credits the recipient’s account. If the recipient’s financial institution fails to complete the transfer, you may be required to refund the corresponding amount.
Payments may be executed via available payment methods, including bank transfers, local clearing systems, or international transfer systems (e.g., SWIFT). We are not required to provide you with prior notice of each payment order or credit if such orders are transmitted via an automated clearing system.
We will process payment orders received outside the applicable cut-off times of our Bank Partner or relevant financial institutions on the following business day. We reserve the right to reject or delay a payment order in order to confirm authorization or compliance with applicable law, regulation, or internal risk controls.
You agree that we are entitled to act upon any payment instructions given by your Company Users, Administrators, or Control Persons, provided that we reasonably believe such instruction was given by an authorized person.
If your payment requires currency conversion, such conversion will be executed by our Bank Partner or its correspondent bank at the prevailing exchange rate in accordance with standard procedures. Conversion may include a mark-up or fee, and you acknowledge and accept that we, our Bank Partner, or third-party processors may profit from such currency conversions. You accept the risks of exchange rate fluctuations and acknowledge that we are not responsible for any losses resulting therefrom.
You are responsible for funding all authorized payment orders and for ensuring the accuracy and completeness of the information you provide. If you describe a beneficiary or financial institution by name and account number, the payment may be processed solely on the basis of the account number, even if it does not match the intended recipient. We are not responsible for detecting or correcting errors in your instructions.
You acknowledge that you may lose funds, including the entire balance of your account, in the event of unauthorized electronic payment transactions. You must notify us immediately if you suspect unauthorized access to your Modu Account, if your login credentials have been compromised, or if any Administrator’s access has been misused.
Your access to and use of the Payment Services is subject to this Agreement, the Modu Platform Agreement, and the Modu Business Account Agreement.

2.2 Payments by Wire Transfers and Foreign Exchange
You may initiate local or international transfers through the Modu platform. All such payments are processed by our licensed banking partners in accordance with their procedures and applicable regulations. Modu may facilitate the initiation of your transfer instructions, but execution, settlement, timing, and any applicable fees are determined by the bank partner handling the transaction.
International transfers may involve currency conversion. The exchange rate and any related charges are set by the bank partner at the time of processing and will be disclosed to you prior to completing the transaction. Modu does not independently establish or guarantee exchange rates.
Wire transfer instructions cannot be amended or canceled once submitted to the bank partner. We may, at our discretion, assist in requesting a modification, but neither Modu nor the bank partner can guarantee that such requests will be fulfilled.

2.3 Domestic Transfers
You may initiate domestic payments and transfers through the Modu platform. These payments are executed by our licensed banking partners in accordance with their procedures and applicable regulations of the Republic of Kazakhstan.
Once submitted to the bank partner, payment instructions cannot be amended or canceled. Modu may, at its discretion, assist in requesting a modification, but neither Modu nor the bank partner can guarantee that such requests will be fulfilled.
Funds will be credited according to the standard processing times of the banking system in Kazakhstan. Modu is not responsible for delays, errors, or rejections caused by third-party banks, payment systems, or regulatory requirements.

3. Fees
We will disclose any fees associated with your Modu Account or the use of Payment Services at the time of account opening, during the use of services, or on our website. Modu may update, add, or change fees with at least 30 days’ notice to you, except in cases where a fee is being reduced, in which case notice may not be required. All fees are charged in accordance with the applicable laws and regulations of the Republic of Kazakhstan and/or our banking partners.

4. Holds, Suspensions, Terminations, and Other
If we reasonably believe that you have violated the terms of this Agreement, the Modu Business Account Agreement, or engaged in any prohibited or restricted activities, breached applicable law or regulations, committed fraud, or engaged in activities that create undue risk or harm to Modu, our partners, or others, we may take actions to protect Modu, its partners, and customers at our discretion, with or without prior notice. Such actions may include, but are not limited to:

• Terminating this Agreement and/or limiting your access, or that of any Administrator or User, to the Payment Services immediately;
• Refusing to provide Payment Services to you, any Administrator, User, or other individuals;
• Limiting access to your Modu Account or Payment Services, including the ability to send or receive funds, make payments, or withdrawals;
• Placing holds or restrictions on your account balance or on payments to/from your account for a period of time or indefinitely to mitigate risks or in response to prohibited activities;
• Reversing transactions or remitting funds in accordance with applicable rules or to remediate fraudulent, illegal, or unauthorized activity;
• Contacting other parties who have transacted with you, other financial institutions, impacted third parties, or regulatory authorities regarding your actions.

You remain responsible for any damages, reversals, claims, fees, fines, penalties, negative balances, or other liabilities arising from your breach of this Agreement or from prohibited activities.
If your access to Payment Services is terminated or restricted, we will notify you. Any funds that are no longer subject to a hold or restriction will either be sent to an external account you specify or made available for withdrawal. You remain liable for all obligations and losses associated with your use of Payment Services, before, during, and after termination or restriction.
Nothing in this section limits our right to refuse Payment Services to any person at any time for any reason, consistent with applicable law.

5. Additional Terms
5.1 Governing Law and Jurisdiction
This Agreement shall be governed by the laws of the Republic of Kazakhstan, without regard to principles of conflict of laws, except to the extent that mandatory provisions of applicable Kazakh law control.
Any disputes or claims arising under or in connection with this Agreement, which are not resolved through internal dispute resolution or arbitration (if applicable), shall be submitted exclusively to the competent courts of the Republic of Kazakhstan, and you and Modu consent to the jurisdiction of such courts.

5.2 Limitation of Liability
You acknowledge and agree that your use of the Payment Services is at your sole risk. Payment Services are provided on an “as is” and “as available” basis without warranties of any kind, except those which cannot be excluded or limited under applicable law.
While Modu and its partners aim to provide continuous access to Payment Services, we do not guarantee that the services will always be available or error-free. Except as prohibited by applicable law, Modu, its affiliates, officers, directors, employees, and agents shall not be liable for any delays, interruptions, or failures of performance, regardless of cause, including those caused by regulatory actions, technical failures, or third-party systems.
To the extent permitted under applicable law, Modu shall not be liable for any indirect, incidental, consequential, punitive, or special damages, including loss of revenue, profits, business opportunity, or goodwill, arising from or related to your use of the Payment Services, whether based on contract, tort, or otherwise, even if Modu has been advised of the possibility of such damages.
If any limitation of liability in this Agreement is found to be unenforceable under applicable law, it shall be interpreted to limit Modu’s liability to the maximum extent permitted by law.

5.3 Force Majeure
Subject to applicable Kazakh law, Modu shall not be liable for any loss or delay caused directly or indirectly by events beyond its reasonable control (“Force Majeure”), including but not limited to disasters, extreme weather, pandemics, earthquakes, acts of God, war, insurrection, riots, labor strikes, terrorist acts, government restrictions, suspension of trading, failures of communication or IT systems, or failures of third-party service providers, including banking partners.

5.4 Severability
If any provision of this Agreement is held by a court or arbitrator in Kazakhstan to be invalid or unenforceable, that provision shall be fully severable. In such case: (1) the provision shall be interpreted and enforced to reflect the original intent of the parties as closely as possible and in accordance with applicable law; and (2) all remaining provisions of this Agreement shall continue in full force and effect.

6. Additional Feature Disclosures
6.1 Reimbursements & Repayments
You may use Modu’s reimbursement feature to reimburse Users for their business expenses incurred on your behalf from your Modu Account.
You may use Modu’s repayment feature to facilitate a User repaying you for ineligible expenses incurred on your behalf with the User’s Modu Card, from the User’s own account held at a third-party financial institution.
Modu may partner with third-party financial institutions, including its banking partner in Kazakhstan, to effect your Reimbursements and Repayments. In such cases, Modu may not have direct control over the funds used, and such funds will be held by the relevant financial institutions.
You agree that by conducting Reimbursements or Repayments through Modu, you accept the terms and conditions of the relevant third-party service providers, as applicable, and acknowledge that Modu acts as an intermediary under its banking partner’s licenses.

6.2 Bill Pay
You may use Modu’s bill pay feature to make payments to companies or individuals you select.
Bill Pay may include invoice scanning or other payment automation features. To use these features, you must submit invoices or payment instructions through the designated Modu interface in the format specified by Modu. You are solely responsible for the accuracy of any submitted information. Modu will process the instructions as provided, but you must review them prior to authorizing payment.
Modu may partner with third-party financial institutions, including its banking partner in Kazakhstan, to effect your bill payments. In such cases, Modu may not have direct control over the funds used, and such funds will be held by the relevant financial institutions.

7. Customer Support
For any questions regarding Modu Payments or the Payment Services, you may contact Modu Customer Support through the methods provided in your Modu Account or on our website. Support is available to assist with inquiries about transactions, account access, technical issues, or other Payment Services-related matters.
You agree to provide accurate information when contacting Customer Support, and Modu may rely on the information you provide in addressing your inquiry.
Modu may update contact methods or support hours from time to time at its discretion.