Platform Agreement

Revised August 15, 2025
Opening a Modu Account
Managing Your Modu Account
Using Modu Services
General Provisions
Defined Terms

This Platform Agreement is a binding legal agreement between Company and Modu and governs your use of the Services. In this Platform Agreement, “Company” or “you” means the company that is applying for or has opened a Modu Account to use the Services, and “Modu” or “we” means Modu (LLP/JSC) and its past, present, or future affiliates, successors and assigns, unless stated otherwise.
References to “Platform Agreement” mean this agreement and any terms and agreements incorporated herein by reference, which includes, but is not limited to, the User Terms, Rewards Terms, Data Processing Addendum, and any Service-Specific Terms that are applicable to the Services you use, such as the Modu Card Program Terms.
You may only apply for, open, and maintain a Modu Account and/or otherwise access or use the Services if you agree to this Platform Agreement, so read it carefully.
Section 4 of this Platform Agreement includes an agreement to resolve any Disputes through binding arbitration on an individual basis under the laws of the Republic of Kazakhstan and includes a waiver of any representative, consolidated, mass, or class actions, along with important disclaimers and limitations of liability.
Definitions for capitalized terms (like “Modu Account” and “Services”) are included below in Section 5.
1. Opening a Modu Account
1.1 Eligibility
Only companies organized and registered in the Republic of Kazakhstan or other jurisdictions permitted by Modu may apply for a Modu Account (e.g., LLP, JSC). Individual consumers who do not operate as registered entrepreneurs, unregistered partnerships, and companies organized and/or registered in jurisdictions prohibited under Kazakhstan law or international sanctions are not permitted to open a Modu Account.
A Modu Account is commercial in nature. You acknowledge and understand that certain consumer protection laws of the Republic of Kazakhstan that apply exclusively to individuals acting outside of their business or professional activities do not apply to your use of the Services and transactions you may conduct using your Modu Account.
1.2 Account Requirements — Representations and WarrantiesBy submitting an application for a Modu Account, Company (including any natural person that submits an application on Company’s behalf) represents and warrants that at the time of application and at all times that Company uses Modu Services:

Company is a legal entity or registered individual entrepreneur under the laws of the Republic of Kazakhstan;
Company is duly registered and in good standing in accordance with Kazakhstan legislation;
Company has a valid Business Identification Number (BIN) or Individual Identification Number (IIN) as applicable;
Company is not engaged and will not engage in any Prohibited Activities (as published and updated by Modu);
The natural person that submits the application:
is an authorized representative of Company;
is not, and is not affiliated with, a Prohibited Person under Kazakhstan law or applicable international sanctions;
is authorized to submit the application and all required information on behalf of Company and enter into binding agreements on its behalf;
All information provided to Modu is and will be current, accurate, and complete;
Company and related entities will use Company’s Modu Account(s) exclusively for business purposes and not for any personal, family, or household use;
All linked accounts are business rather than consumer accounts and are not established or used for personal purposes.

Required Information and Actions
You must provide Company Data to apply for and maintain a Modu Account and to access the Services. Company Data may include registered business name, business address, ownership details, contact information including email and phone number, BIN/IIN, nature of the business, financial information, details for your Linked Accounts and External Accounts, and other business or personal information that we may require or request.
You may also be asked to provide certain Personal Data including the names, contact information, personal addresses, IIN, and dates of birth of Administrators, Users, Beneficial Owners, and Control Persons.
We may require documentary information to verify Company Data and Personal Data, such as certificates of state registration, proof of address, or official identification documents. You must keep all Company Data and Personal Data current, complete, and accurate.
Modu may require additional information from you at any time, including Company Data and Personal Data, to assess financial condition, for verification purposes, or for other legitimate business purposes.
You must connect at least one Linked Account to your Modu Account. All Linked Accounts must be business accounts. You authorize us to verify that the account details are correct and properly authorized.
To comply with Kazakhstan’s Law on Counteracting the Legalization (Laundering) of Proceeds from Crime and the Financing of Terrorism and related regulations, Modu is required to obtain, verify, and record Company Data and Personal Data identifying companies and their Beneficial Owners and Control Persons.

1.3 Account Verification
Verification and Validation of Information
Modu, its Service Partners, and Third-Party Service Providers rely on the accuracy of the information you provide when opening and maintaining a Modu Account. You may be required to verify information previously provided or provide additional information during application or when using certain Services.
You confirm that you have obtained the appropriate consent and authorization of any person whose Personal Data you provide. Modu may use and share Company Data and Personal Data with Service Partners and Third-Party Service Providers to validate information and determine eligibility for Services.
We may approve or deny your application, grant limited provisional access, suspend, or close your account if the information is incomplete, inaccurate, or outdated.

Consent to Electronic Signature and Electronic Communications
By submitting your application electronically, you agree that it constitutes your electronic signature to this Platform Agreement. Your electronic consent has the same legal effect as a handwritten signature under the laws of the Republic of Kazakhstan.
You consent to receive all notices and account statements electronically. You may withdraw consent only by closing your Modu Account.

Supplemental Agreements
In certain cases, including as required by a Service Partner, Modu may require you or related parties to enter into additional agreements. Certain Services may require a security agreement or security interest in Company assets. Supplemental agreements are separate from this Platform Agreement.
1.4 Account Use RestrictionsA Modu Account and Services may not be:
(a) used for any purpose unlawful under the laws of the Republic of Kazakhstan or prohibited by this Platform Agreement;
(b) used for personal, family, or household purposes;
(c) used for any transaction involving Prohibited Activities;
(d) provided to or used for transactions involving individuals or entities subject to sanctions under Kazakhstan law or applicable international sanctions;
(e) accessed or used by third parties who are not Company employees, contractors, or authorized agents;
(f) copied, modified, adapted, or used to create derivative works of the Services;
(g) reverse-engineered, decompiled, disassembled, or used to attempt to derive source code;
(h) accessed or used for comparison with or benchmarking against third-party products or services, or to build similar or competitive services;
(i) used to gain or attempt to gain unauthorized access to the Services;
(j) used for any purpose not related to the Company’s business.
Compliance with these restrictions is a mandatory condition of using the Services. Modu may terminate or suspend any Modu Account found in violation. Lists of Prohibited Activities and Restricted Activities may be updated on our website at any time and take effect immediately upon publication.

2. Managing Your Modu Account
2.1 Authorized Users
Administrators
You must designate at least one Administrator to manage your Modu Account when applying for it. Administrators must have – and the Company represents that any individual designated as an Administrator has – the legal authority and capacity to conduct business on behalf of the Company and manage the Modu Account, including authorizing debits from Linked Accounts. If an Administrator ceases to have such authority, the Company must promptly notify Modu and appoint a replacement Administrator with equivalent authority.
Administrators may, among other actions:
– add, remove, or manage other Administrators and Users;
– apply for or remove Services;
– connect and authorize debits from Linked Accounts;
– accept updated terms, if applicable; and
– perform other actions specified in any Service-Specific Terms.
Administrators must not authorize the use of the Modu Account or Services by any prohibited person or for any prohibited activities. Administrators are responsible for monitoring account activity and statements in accordance with applicable Service-Specific Terms.
In case of a dispute regarding who is authorized to act on behalf of the Company, Modu may, at its sole discretion, continue to follow instructions from any designated Administrator, suspend the account, or limit access to Services until the dispute is resolved.

Other Users
Users who are not Administrators may have limited permissions depending on their assigned role. All Users may use the Modu Account and Services only for legitimate business purposes on behalf of the Company, and never for personal, family, or household purposes. Users must accept and comply with the User Terms.

2.2 Responsibility for Use
The Company is responsible for all actions and omissions of its Administrators, Users, and any other persons who access the Services through its Modu Account, including any breach of this Agreement.
The Company must ensure that all interactions with Modu staff and third-party partners are conducted respectfully. Modu reserves the right to suspend or close accounts in case of harassment, abuse, or inappropriate conduct.
2.3 Access, Safeguards, and Credentials
The Company must keep its Modu Account secure and grant access only to authorized persons. Each User must have their own unique login credentials, keep them confidential, and not share them with others or reuse them for unrelated services.
The Company must immediately revoke or limit access where there is suspicion of compromise or misuse of credentials and notify Modu without delay of any unauthorized access or use.
2.4 Updates to Company Information
Modu may request additional information about the Company, its ownership, and its representatives at any time for verification, compliance, and risk assessment purposes. The Company must keep all such information complete, accurate, and up to date.
The Company must promptly notify Modu in writing of any of the following events:
– significant changes in the nature of the Company’s business;
– changes in Beneficial Owners or Control Persons;
– changes in control or ownership involving 25% or more of assets;
– planned liquidation, bankruptcy, or insolvency;
– involvement in regulatory proceedings that may materially impact the Company’s financial condition or operations;
– court judgments, liens, or similar actions affecting 25% or more of assets;
– engagement in prohibited or restricted activities not previously disclosed and approved by Modu.

3. Using Modu Services
3.1. Fees
We may assess Fees for certain Services, including periodic fees, usage fees, late or failed payment fees, late fee interest charges of up to 10% per annum, attorneys’ fees and costs, service fees, and other fees we notify you of. We will disclose Fees to you when opening your Modu Account, when you begin using a new Service, through our website, via an Order Form, or by updating this Platform Agreement or the applicable Service-Specific Terms. We may introduce new Fees or increase existing Fees by giving you 30 days’ Notice, or earlier if provided for by the applicable Service-Specific Terms. We may also charge a new or increased Fee if you expressly agree to such Fee, even if that occurs earlier than 30 days after receiving Notice.

3.2. Authorization to Debit Linked Accounts
THIS SECTION PROVIDES AUTHORIZATION FOR THE AUTOMATIC DEBIT OF FUNDS FROM YOUR CURRENT AND PREVIOUSLY LINKED ACCOUNTS FOR PAYMENT OF ALL FEE AMOUNTS OWED TO MODU. PLEASE READ IT CAREFULLY.
You understand and agree that by using the Services, you are obligated to pay all Fees when due, including those set forth in all applicable Order Forms you enter into with Modu. You must maintain at least one Linked Account at all times and agree that Modu may directly debit any Linked Account for payment of amounts owed. You may change or update Linked Accounts through your Modu Account.
Your Authorization to Debit Linked Accounts
You authorize Modu or its respective successors and assigns to collect from you the amounts payable in connection with your use of the Services by debiting funds from your current and previously Linked Accounts at financial institutions in the Republic of Kazakhstan (including banks and other licensed organizations). Debits may be carried out through direct debiting, interbank transfers, payment systems, or other methods permitted by law. You also authorize Modu to debit your Linked Accounts for verification purposes (through micro-payments or similar means).
Manner and Timing of Payment
We may debit Linked Accounts for all amounts payable in connection with your use of the Services. If you fail to pay the full amount on time, Modu may charge you Fees on overdue amounts, and we may attempt to collect amounts owed from any Linked Account, regardless of whether it is your Primary Linked Account or is currently connected to your Modu Account. We may collect partial payments of overdue amounts from any Linked Account, but any partial payment does not constitute a waiver of our rights and does not release you from your obligation to pay the full amount. If we cannot collect these amounts by debit or another method, you agree to immediately pay all amounts due as directed by us. You understand and agree that Modu has the exclusive right to determine the order of priority when collecting amounts owed from any Linked Account for the use of multiple Services. In the event that we make an error in processing an electronic debit, you authorize us to correct such error by initiating an electronic credit or debit to the Linked Account in the amount of the error on or after the date such error occurs.
Withdrawal of Your Authorization
To withdraw debit authorization from all of your Linked Accounts (including your Modu Business Account), you must notify us 30 days in advance and immediately pay all amounts owed under your Modu Account, including those specified in an Order Form, including Charges (as defined in the Modu Card Program Terms), Fees, Fines, and other amounts. Withdrawal of debit authorization does not terminate this Platform Agreement or your obligation to pay all amounts owed under your Order Form. The Company is responsible for all collection costs and damages if the amounts owed are not fully paid by the Company.

3.3 Modu Empower Platform
Access
Modu Empower is a financial software platform designed to accelerate your business, increase accountability, and make it easy for employees to manage corporate cards, budgets, payments, spend management, procurement, travel, and more. To the extent that you have not already done so, you can request access to the Modu Empower platform by contacting our sales team. You must accept the terms of this Platform Agreement and enter into an Order Form with Modu in order to gain access to the Modu Empower platform.
During the term of your subscription, the Modu Empower platform Services may be accessed and used by Company and/or any Entity solely as set forth in this Platform Agreement and any applicable Order Form(s).

Migrating Your Existing Modu Account
YOU UNDERSTAND AND AGREE THAT WE RESERVE THE RIGHT TO MIGRATE YOUR MODU ACCOUNT TO THE MODU EMPOWER PLATFORM AFTER PROVIDING YOU WITH NOTICE. YOU WILL NOT BE RESPONSIBLE FOR PAYING ANY FEES RELATING TO THE MODU EMPOWER PLATFORM WITHOUT YOUR CONSENT TO SUCH FEES. HOWEVER, IF COMPANY IS MIGRATED TO THE MODU EMPOWER PLATFORM AND DOES NOT CONSENT TO THE FEES CHARGED IN CONNECTION THEREWITH, WE MAY LIMIT YOUR OR ANY ADMINISTRATOR’S OR USER’S ACCESS TO THE MODU EMPOWER PLATFORM SERVICES WITH PRIOR ADVANCE NOTICE AND WITHOUT PENALTY TO MODU.

Subscription Rights
By granting you access to the Modu Empower platform, we allow you, on a nonexclusive, non-assignable, royalty-free, worldwide (except where restricted by applicable law), nontransferable and subscription basis, during the term of Company’s subscription to the platform as set forth in an applicable Order Form, to access and use, and to permit any Administrators and Users to access and use, the Modu Empower platform solely for your internal use in compliance with the terms of this Platform Agreement or other written agreements between you and Modu, and subject at all times to your full and timely payment of the Modu Empower platform Fees. To the extent that Entities access the Modu Empower platform, Company will be responsible for their compliance with all obligations hereunder and will be directly liable to Modu for non-compliance therewith including any fines or costs related thereto.

3.4 Changes to the Services
We may add Services or modify existing Services at any time. Some Services, such as payment-related services, may be provided only by specific Modu entities, including licensed payment organizations in the Republic of Kazakhstan.
We do not guarantee that each of the Services will always be offered or available to you. Services will change from time to time, and certain Services may be discontinued. In the event Modu discontinues or modifies a certain Service you are using in a way that materially reduces the features or functionality of the Service, we will make commercially reasonable efforts to provide at least 30 days advance Notice to you before the Service is discontinued or materially modified.
You acknowledge and understand that in order to use certain Services, you and in some instances parties associated with you (including Entities, and your and their employees, contractors, or agents authorized to use the Services) must agree to Service-Specific Terms governing access to and use of such Services. We may eliminate, amend, or add to Service-Specific Terms at any time subject to any provisions governing termination or amendments. Unless expressly stated otherwise in an applicable Order Form and/or any Service-Specific Terms, any new or modified Services will be subject to this Platform Agreement. In the event of a conflict between this Platform Agreement and any Service-Specific Terms, the Service-Specific Terms will govern.

3.5 Notices, Monitoring, and Communication
You agree that we and any agents acting on our behalf may send Notices or otherwise communicate with you using the contact information provided to us or our agents by you, including by Users associated with your Modu Account, including via email, in-app notifications, SMS/text, and phone numbers associated with mobile phones or devices, and you consent to any use of autodialing or automated voice messaging technology. We and our agents are not responsible or liable for any charges or costs incurred by you or such Users in connection with such communications. Notices shall be considered received 24 hours after they are sent.
You agree that Modu may monitor or record the interactions or activities of Administrators, Users, or persons given access to the Services or your Modu Account when using any of Modu’s websites or mobile applications or accessing the Services. We and our agents may also monitor or record any communications for quality assurance or other reasonable business purposes.
We may send text or SMS messages to Users of Company’s Modu Account, including in connection with use of Credentials (such as in the case of multi-factor authentication challenges) to allow us to verify their identity. Opting out of such messages may result in making Company ineligible for certain Services or increase the financial risks to Company, including losses caused by lost or stolen Credentials and/or fraud. You are required to maintain updated web browsers, computers, and mobile device operating systems to receive Notices correctly. Contact us immediately if you are or believe you are having problems receiving Notices.
Unless you're communicating with us about a matter where we've specified another notice address, you may contact us using the information specified here.

3.6 Modu Property and Licenses
Modu owns all Modu Property. Company, Administrators, other Users, and other persons or entities accessing or using the Services through Company’s Modu Account may use Modu Property only pursuant to and for the purposes set forth in this Platform Agreement or other written agreements between you and Modu and may not modify, reverse engineer, create derivative works from, or disassemble Modu Property or register, attempt to register, or claim ownership in Modu Property or portions of Modu Property.
Modu grants you a revocable, nonexclusive and nontransferable license to use Modu Property as provided through the Services and as permitted by this Platform Agreement and any applicable written agreements, including any Order Form(s). This license terminates upon termination of this Platform Agreement, unless earlier terminated by us.
You grant Modu a worldwide, irrevocable license to use, modify, distribute, copy, and create derivative works from Company Data for the purposes identified in this Platform Agreement.
To the extent such rights are not expressly identified in this Platform Agreement, we reserve all other rights to our intellectual property relating to the Services and shall own all modifications, improvements, enhancements, derivative works, additional models or features made by us to the Services (collectively “Modifications”), whether or not such Modifications were made by us on the basis of any Feedback, ideas, suggestions, or information provided by you, Entities, Administrators, or Users.

3.7 Identification as Customer
We may publicly reference you as a Modu customer on our website or in other communications during the term of this Platform Agreement. We will not express any false endorsement or partnerships. You grant Modu a limited license to use Company trademarks or service marks for this purpose.

3.8 Beta Services and Feedback
We sometimes release Beta Services in order to test new products, features, and programs, and we may make these Beta Services available to you to get your Feedback. We may change or discontinue Beta Services at any time. Beta Services are confidential until we publicly announce the products, features, or programs, and if you use Beta Services, you agree to keep information about the Beta Services confidential. Any Beta Services are provided to you AS IS and without warranty. We may use any Feedback about the Services or Beta Services freely and without restriction. Except where specifically notified by us, we will not compensate or credit you for Feedback provided to us.

3.9 Fines, Liability, and Actions We May Take
Fines
You agree to pay all Fines assessed against Modu that result from or arise out of Company’s, an Entity’s, or any associated person’s violation of the terms of this Platform Agreement, or other agreements you have with Modu or a Service Partner, including, without limitation, fines assessed against Modu resulting from the use of Company’s Modu Account in connection with any Prohibited Activities or any previously undisclosed and pre-approved Restricted Activities.
Credit Reporting
We may report Company’s payment history and performance to one or more credit reporting agencies.
Actions We May Take
If we believe, in our sole discretion, that Company, an Entity, or any User or other person associated therewith has violated the terms of this Platform Agreement or any other written agreement with Modu, violated applicable law, engaged in fraudulent or unfair activities, or otherwise engaged in activities that violate our or others’ rights, or created an undue risk of harm to us or others, we may take a number of actions to protect Modu, its customers, and others at any time, in our sole discretion, and with or without Notice.
The actions we may take against Company, an Entity, or any User or other person associated therewith under such circumstances include:

Terminating this Platform Agreement and/or any Order Form;
Limiting access to Modu Accounts and/or any or all of the Services;
Closing or suspending a Modu Account immediately and without penalty to us;
Refusing to provide Services in the future;
Limiting the ability to pay, send money, or make withdrawals;
Holding or otherwise restricting the balance in, or payments to/from, a Modu Account for as long as reasonably needed to protect against the risk of liability or loss, as determined in our sole discretion;
Debiting a Modu Account or any Linked Account for any amounts owed;
Reversing transactions associated with a Modu Account or otherwise remitting funds in accordance with applicable payment rules (e.g., NACHA rules);
Contacting others who have transacted with you, other financial institutions, other impacted third parties, or law enforcement or regulators regarding your actions and/or your Modu Account;
Updating inaccurate information provided to us; and
Taking legal action.

Our decision about actions we may take in relation to your Modu Account may be based on confidential criteria that are essential to our risk management and the protection of Modu, our customers, service providers, or others. We may use proprietary fraud and risk modeling when assessing the risk associated with the account. In addition, we may be restricted by law, regulation, or governmental authority from disclosing certain information to you about such decisions or actions. You agree that we have no obligation to disclose the details of our risk management or security procedures to you.
If Company, an Entity, or any associated User violates this Platform Agreement or any other written agreement with Modu, you will be liable to Modu for any losses, damages, or expenses we sustain. You will also be liable for all Fees (including those committed under any Order Form), Fines, reversals, chargebacks, claims, penalties, negative balances, attorney’s fees and costs, and statutory interest (where applicable) owed by you, an Entity, or any associated User, and any other losses or damages incurred by Modu, any Modu customer, or a third party, that are caused by, arise out of, or result from Company’s, an Entity’s, or any associated User’s use of the Services in violation of this Platform Agreement or other written agreement with Modu. We may deduct some or all of these losses, damages, and expenses from Company’s Modu Account or any Linked Account.
Termination of this Platform Agreement shall not prevent us from taking any of these actions or having recourse to any of these remedies.

4. General Provisions
4.1 Term and Termination
This Platform Agreement is effective when you accept its terms when applying for a Modu Account and continues until terminated by either you or us, in accordance with this Platform Agreement and applicable Service-Specific Terms.
You may ask us to terminate this Platform Agreement by ceasing to use the Services, paying all amounts owed to Modu (including, but not limited to, all Fee commitments under any Order Form), and providing notice to us. We may decline to terminate this Platform Agreement or close your Modu Account if you have a negative balance in respect of any Service, have Fees that remain owing to Modu under the term of any Order Form, if any funds that we are holding on your behalf are subject to a hold, lien or other restriction, if there are pending transactions, or if we believe that the Modu Account is being closed to evade any legal or regulatory requirement or investigation. We may decline to send you any funds remaining in your account, less any amounts you are liable for, until we have completed the process of terminating your Modu Account and/or any restrictions or holds on such funds have been removed.
In addition to the termination rights provided for in Section 3.9 below, Modu has the right to terminate this Platform Agreement at any time and for any reason with thirty (30) days’ notice to you.
In the event that this Platform Agreement is terminated, except as expressly provided herein, the applicable Service-Specific Terms will immediately terminate (other than sections that survive termination).
Sections 2.2 (Responsibility for Use), 2.3 (Access), 3.5 (Notices, Monitoring, and Communication), 3.8 (Beta Services and Feedback), 3.9 (Fines, Liability, and Actions We May Take), 4.1 (Term and Termination), 4.2 (Data Privacy and Confidentiality), 4.4 (Limitations of Liability), 4.5 (Disclaimer of Warranties by Modu), 4.6 (Indemnification), 4.7 (Governing Law and Venue), 4.8 (Binding Arbitration), 4.9 (Compliance with Court Orders and Legal Process) and 4.12 (Assignment) together with the provisions of the Service-Specific Terms that identify continuing obligations, and all other provisions of this Platform Agreement or the agreements, terms, and policies incorporated herein giving rise to continuing obligations of the parties, will survive termination of this Platform Agreement.

4.2 Data Privacy and Confidentiality
Privacy
You acknowledge, understand, and agree that we will collect, process, and share Company Data and Personal Data, including with Service Partners and Third-Party Service Providers, for purposes that include providing the Services and complying with our legal and regulatory obligations in the Republic of Kazakhstan, including without limitation the Law of the Republic of Kazakhstan “On Personal Data and Their Protection,” the Law “On Payments and Payment Systems,” and applicable AML/CFT legislation, as set forth in and governed by our Data Processing Addendum. Any other personal information that Modu collects and processes in connection with the Services will be governed by our Privacy Policy.
Confidentiality
You and Modu will protect any Confidential Information of the other party which it may receive or otherwise be exposed to in the course of exercising its rights or performing its obligations under this Platform Agreement or any other agreements between you and Modu. You and Modu will use the same degree of care to protect the other party’s Confidential Information as it would use to protect its own similar information, but in no event less than a reasonable degree of care. You and Modu will use Confidential Information only for the purposes of fulfilling its respective obligations or exercising its respective rights under this Platform Agreement, or as otherwise set forth in the Data Processing Addendum and/or Privacy Policy. Subject to the foregoing, neither you nor Modu will disclose any Confidential Information of the other party to any third party without the prior written consent of the disclosing party, other than furnishing such Confidential Information (i) to its employees, contractors, and authorized agents who are required to have access to the Confidential Information in connection with the exercise of receiving party’s rights or performance of its obligations under this Platform Agreement or any other agreements between you and Modu (including the provision and receipt of Services contemplated hereunder or thereunder) and are bound by written obligations of confidentiality that are no less restrictive than this Section, (ii) to its professional advisers (e.g., lawyers, accountants, consultants) that are bound by ethical duties or written obligations of confidentiality that are no less restrictive than this Section, and (iii) as otherwise expressly set forth in this Platform Agreement, the Data Processing Addendum and/or Privacy Policy.
You acknowledge and agree that we may disclose Confidential Information and Company Data if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce this Agreement; (iii) respond to claims that Modu has violated the rights of third parties; or (iv) protect the rights, property, or personal safety of Modu, its users and the public.

4.3 Content
Information provided on our website and in other communications from us, other than the agreements, offers, policies, and terms referenced or otherwise incorporated by this Platform Agreement, Service-Specific Terms, or that we otherwise expressly denote as governing your relationship with Modu, is for information purposes only. We may change or update information from time to time without Notice.
Unless otherwise expressly stated by Modu, you acknowledge that Modu is not a law firm, accountant, financial advisor, or other professional services provider, and accordingly, does not provide legal, financial, benefits, tax, IT, compliance, or other professional advice. Any information provided by Modu does not constitute legal or professional advice. You understand that you are responsible for any actions taken based upon information received from Modu, and where professional advice is needed, that you should seek independent professional advice from a person who is licensed or qualified in the applicable area.
Information we provide on our website and in other communications to you may contain third-party content or links to third-party sites and applications. We do not control any such third-party content, sites, or applications, and we are not responsible or liable for the availability, accuracy, completeness, or reliability of third-party content or for damages, losses, failures, or problems caused by, related to, or arising from such third-party content or the products or practices of third parties.

4.4 Limitations of Liability
Modu’s liability to you is limited with respect to your Modu Account and the Services. Modu is not liable to you for consequential, indirect, special, exemplary, treble or punitive damages or lost profits or revenue, reputational harm, physical injury, or property damage arising from or related to (i) your Modu Account; (ii) Modu’s Services, including Cards and the Modu Empower platform; (iii) your use of or inability to use Services, Cards or the Modu Empower platform, or (iv) this Platform Agreement or any other written agreement between you and Modu, including Service-Specific Terms and any Order Form(s), and any terms, agreements, or policies incorporated therein by reference, whether or not we were advised of their possibility by you or third parties, unless prohibited by applicable law.
Our maximum liability to you arising from or related to (i)–(iv) above is limited to the total amount of Fees actually paid by you to Modu in the twelve months preceding the event that is the basis of your claim. These limitations apply regardless of the legal theory on which your claim is based, unless prohibited by applicable law.
To the extent applicable law prohibits or restricts any of the limitations of liability set forth in this Platform Agreement, or any portion of them, or a court or arbitrator holds that such limitations, or any portion of them, are unenforceable for any reason, this Platform Agreement shall be interpreted and construed in a manner that limits Modu’s liability to the greatest extent possible under applicable laws of the Republic of Kazakhstan.

4.5 Disclaimer of Warranties by Modu
THE SERVICES, MODU PROPERTY, AND BETA SERVICES ARE PROVIDED AS IS AND AS AVAILABLE. MODU DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES OF NON-INFRINGEMENT OF THE SERVICES, MODU PROPERTY, AND BETA SERVICES. NOTHING IN THIS PLATFORM AGREEMENT WILL BE INTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY.
THIRD-PARTY SERVICES ARE NOT PROVIDED OR CONTROLLED BY MODU. MODU DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THIRD-PARTY SERVICES.
MODU DISCLAIMS ALL WARRANTIES AND DOES NOT GUARANTEE THAT (A) SERVICES AND DATA PROVIDED UNDER THIS PLATFORM AGREEMENT ARE ACCURATE OR ERROR-FREE; (B) THE SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (C) THE SERVICES WILL BE USABLE BY COMPANY, ADMINISTRATORS, OR USERS AT ANY PARTICULAR TIME OR LOCATION; (D) SPECIFIC MERCHANTS WILL PERMIT PURCHASES USING CARDS ISSUED BY AN ISSUER; (E) SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (F) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, EVEN WHEN WE ARE ADVISED OF SUCH DEFECTS.
MODU IS NOT LIABLE FOR AND DISCLAIMS LIABILITY FOR ANY DAMAGES, HARM OR LOSSES TO YOU, ANY USER, OR ANY ENTITY ARISING FROM UNAUTHORIZED ACCESS OR USE OF YOUR MODU ACCOUNT OR THE SERVICES.

4.6 Indemnification
You agree to indemnify, defend, and hold harmless Modu, Service Partners, and Third-Party Service Providers (including their respective affiliates, directors, employees, agents, and representatives), from and against all losses, liabilities, claims, demands, or expenses, including reasonable attorney’s fees, arising out of or related to any third-party claims alleging or involving: (i) Company or an Entity’s breach or alleged breach of this Platform Agreement or any other agreements with Modu; (ii) acts or omissions of Users or other persons associated with Company or Entity that violate a contractual or legal obligation owed to Modu or others; or (iii) Company’s or an Entity’s actual or alleged infringement of a third party’s intellectual property rights.

4.7 Governing Law and Venue
This Platform Agreement will be construed, applied, and governed by the laws of the Republic of Kazakhstan, exclusive of its conflict or choice of law rules, unless otherwise specified in this Platform Agreement or applicable Service-Specific Terms. Subject to Section 4.8 (Binding Arbitration), all litigation shall be brought in the courts of competent jurisdiction located in Astana, Republic of Kazakhstan.

4.8 Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL IMPACT HOW LEGAL CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, UNLESS YOU OPT OUT AS SET FORTH BELOW. FOR PURPOSES OF THIS PROVISION ONLY, THE TERMS “WE,” “US,” AND “OUR” INCLUDE MODU LLP AND/OR ITS PAST, PRESENT, OR FUTURE AFFILIATES, THEIR RELATED PERSONS OR ENTITIES, AND/OR ANY PREDECESSORS OR SUCCESSORS IN INTEREST, EXCEPT WHERE A SEPARATE CUSTOMER AGREEMENT EXPRESSLY PROVIDES A DIFFERENT DISPUTE RESOLUTION PROCESS. FOR THE AVOIDANCE OF DOUBT, UNLESS YOU OPT OUT OF THIS SECTION PURSUANT TO THE PROCEDURES SET FORTH BELOW, THIS SECTION WILL GOVERN ANY CLAIMS YOU, OR ANY PERSONS OR ENTITIES CLAIMING THROUGH OR CONNECTED WITH YOU (E.G., ANY ENTITY OR PERSON YOU AUTHORIZE TO USE OR ACCESS YOUR MODU ACCOUNT), HAS AGAINST US.

You and We Agree to Arbitrate Disputes Between Us
Either you or we may, at either’s sole election, require that the sole and exclusive forum for resolution of a Dispute be final and binding arbitration pursuant to this Binding Arbitration section, unless you opt out as provided below, in which case you and we may resolve the Dispute through litigation in court. Disputes are subject to arbitration regardless of whether they arise from contract, tort, a constitution, statute, common law, principles of equity, or any other legal theory. Disputes include matters arising as initial claims, counterclaims, cross-claims, third-party claims, or otherwise. Nothing in this section affects the right of a party to seek temporary injunctive or declaratory relief from a court of appropriate jurisdiction in conjunction with a Dispute that is subject to arbitration in order to prevent imminent and irreparable harm.
The scope of this Binding Arbitration section is to be given the broadest possible interpretation that is enforceable. You and we agree that this Platform Agreement is entered into in connection with a commercial transaction, and thus the Law of the Republic of Kazakhstan “On Arbitration” (as amended) governs the interpretation and enforcement of this Binding Arbitration section. Where arbitration is seated at the Astana International Financial Centre (AIFC), the AIFC Arbitration and Mediation Rules may apply in accordance with the parties’ election and the rules of the chosen administrator.

Opt Out Procedure
If you want to opt out of this Binding Arbitration section, you may do so by delivering a written opt-out notice to Modu LLP, Attn: Legal Department at the notice address specified in your Order Form or on our website. The written opt-out notice must be sent within thirty (30) days of the date you accept this Platform Agreement for the first time and you are responsible for maintaining proof that it was sent within this time period (e.g., copy of postmarked mail containing the opt-out notice, or a courier receipt showing the date the delivery service received the opt-out notice for delivery). The opt-out notice must identify the name of your company, state that you are opting out of the Binding Arbitration section of the Platform Agreement, and include the name and signature of someone authorized by you to opt you out of this section. You may send an opt-out notice by mail, delivery service, or courier, as long as it is sent to the notice address specified above within the specified time. No other methods can be used to opt out of this Binding Arbitration section. Opting out of this section has no effect on any previous, other, or future arbitration or dispute resolution agreements that you may have with us or third parties. If you opt out of this Binding Arbitration section, all other parts of the Platform Agreement will continue to apply.

Arbitration Procedures. In the event you or we elect to resolve a Dispute through final and binding arbitration pursuant to the terms of this section, the Dispute will be resolved by arbitration before a single arbitrator, as provided in this section, unless you and we mutually agree otherwise. All issues will be for the arbitrator to decide, except issues relating to arbitrability, the scope or enforceability of this Binding Arbitration section, or the interpretation or enforceability of the Prohibition of Class and Representative Actions and Non-Individualized Relief provision below shall be for a court of competent jurisdiction to decide.
Arbitration will be administered by the AIFC International Arbitration Centre (IAC) or the Kazakhstan International Arbitration (KIA), at the election of the party initiating arbitration. The arbitration shall be conducted according to, and the location (seat) of the arbitration shall be determined in accordance with, the IAC Arbitration and Mediation Rules (if IAC is chosen as the administrator) or the Rules of the KIA (if KIA is chosen as the administrator), except to the extent such rules and procedures conflict with this Binding Arbitration section or any countervailing applicable law. In the case of a conflict between the rules and procedures of the administrator and this Binding Arbitration section, this section shall control, subject to countervailing applicable law, unless all parties to the arbitration consent to have the rules and procedures of the administrator apply.
If the value of the relief sought in arbitration is KZT 25,000,000 or less (or the equivalent amount determined at the official exchange rate of the National Bank of Kazakhstan on the date the arbitration is commenced), you or we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and us subject to the discretion of the arbitrator to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone or video conference by you and/or us, unless the arbitrator requires otherwise.
Either you or we may commence arbitration by providing a written demand for arbitration to the IAC or KIA (as applicable) and the other party detailing the nature of the Dispute and the relief requested. The arbitrator will apply the substantive law as described in Section 4.7 (Governing Law and Venue). Each party shall bear the expense of its own attorneys’ fees and its out-of-pocket costs incurred in connection with the arbitration, except the appropriate apportionment of any administrative fees and expenses or arbitrator fees and expenses associated with the arbitration shall be determined by the arbitrator in the arbitration award. The award of the arbitrator shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
The arbitrator shall take steps to reasonably protect Confidential Information. The arbitration proceedings and information related to them will be maintained as confidential, including the nature and details of the Dispute arbitrated, evidence produced, testimony given, and the outcome of the arbitration, unless such information was already in the public domain or was obtained independent from the Dispute. Company and Modu, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceedings, or to enforce the outcome of the same, unless additional disclosure is required by law.

Prohibition of Class and Representative Actions and Non-Individualized Relief
NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS A PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED OR COULD HAVE BEEN ASSERTED IN COURT ON A PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS. YOU AND WE ALSO AGREE NOT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION AGAINST US OR YOU. UNLESS CONSENTED TO IN WRITING BY ALL PARTIES TO THE ARBITRATION: (1) THE CLAIMS OF TWO OR MORE INDIVIDUALS OR PARTIES CANNOT BE CONSOLIDATED OR JOINED IN THE SAME ARBITRATION UNLESS THOSE PERSONS OR PARTIES ARE PARTIES TO A SINGLE TRANSACTION, AND (2) AN AWARD IN ARBITRATION SHALL DETERMINE THE RIGHTS AND OBLIGATIONS OF THE NAMED PARTIES ONLY, AND ONLY WITH RESPECT TO THE CLAIMS IN ARBITRATION, AND SHALL NOT (A) DETERMINE THE RIGHTS, OBLIGATIONS, OR INTERESTS OF ANYONE OTHER THAN A NAMED PARTY, OR RESOLVE ANY CLAIM OF ANYONE OTHER THAN A NAMED PARTY; NOR (B) MAKE AN AWARD FOR THE BENEFIT OF, OR AGAINST, ANYONE OTHER THAN A NAMED PARTY. NO ADMINISTRATOR OR ARBITRATOR SHALL HAVE THE POWER OR AUTHORITY TO WAIVE, MODIFY, OR FAIL TO ENFORCE THIS PROVISION, AND ANY ATTEMPT TO DO SO, WHETHER BY RULE, POLICY, ARBITRATION DECISION OR OTHERWISE, SHALL BE INVALID AND UNENFORCEABLE. ANY CHALLENGE TO THE VALIDITY OF THIS PROVISION SHALL BE DETERMINED EXCLUSIVELY BY A COURT OF COMPETENT JURISDICTION AND NOT BY THE IAC, KIA, OR ANY ARBITRATOR.

Severability
If any portion of this Binding Arbitration section, other than the Prohibition of Class and Representative Actions and Non-Individualized Relief is deemed invalid or unenforceable, the remaining portions of this section shall nevertheless remain valid and in force. If a court decides that any of the provisions of the Prohibition of Class and Representative Actions and Non-Individualized Relief is invalid or unenforceable because it would prevent the exercise of a nonwaivable right to pursue public injunctive relief and that decision is not overturned after any rights to appeal are exhausted, then any claim regarding the entitlement to such relief (and only that form of relief) must be severed from arbitration and may be litigated in court. Also, if a court decides that any of the provisions of the Prohibition of Class and Representative Actions and Non-Individualized Relief is invalid or unenforceable for any other reason and that decision is not overturned after any rights to appeal are exhausted, then any claim that may not be arbitrated in accordance with the provisions of the Prohibition of Class and Representative Actions and Non-Individualized Relief that are held to be invalid or unenforceable must be severed from arbitration and may be litigated in court. For the sake of clarity, in no event shall any court decision finding a provision of the Prohibition of Class and Representative Actions and Non-Individualized Relief invalid or unenforceable be deemed to authorize an arbitrator to adjudicate claims or make awards in a manner that is inconsistent with the terms of this Binding Arbitration section.
Future Amendments to this Binding Arbitration Section. Notwithstanding any provision in this Platform Agreement to the contrary, you and we agree that if we make any amendment to this Binding Arbitration section (other than an amendment to any notice address provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by this Binding Arbitration section that have arisen or may arise between you and us. We will notify you of amendments to this Binding Arbitration section by posting the amended terms on our website at least 30 days before the effective date of the amendments and by providing notice through email to one or more designated administrators of your Modu Account. If you do not agree to these amended terms, you may close your Modu Account within the 30-day period and you will not be bound by the amended terms.

Mass Arbitration
If you elect to have your claim addressed as part of a mass arbitration (defined below), you agree to the additional procedures set forth below.
If twenty-five (25) or more claimants submit notices or attempt to file demands raising similar claims, are represented by the same or coordinated counsel (regardless of whether the notices or demands are submitted simultaneously), and the parties cannot resolve the cases during the Informal Resolution Period, all of the cases must be resolved in arbitration through staged sets of proceedings. You agree to this process even though it may delay the arbitration of your case.
If these mass filing procedures apply to your case, the tolling period for your claims will be extended until your case is selected to proceed as part of a staged proceeding, withdrawn, opted out of arbitration (as set forth below), or otherwise resolved.
First Stage: In the first stage, counsel for the parties shall each select twenty-five (25) cases per side (50 cases total) to be filed in arbitration and to proceed individually in accordance with this Arbitration Agreement, with each case assigned to a separate and different arbitrator (unless the parties agree otherwise). In the meantime, any remaining cases shall not be filed or deemed filed in arbitration, nor shall any Arbitration Fees be assessed in connection with those cases unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After the first stage is completed, the parties shall engage in a global, non-binding, and confidential mediation of all remaining cases with a retired judge of the AIFC Court or a retired judge of a court of the Republic of Kazakhstan, or another mutually agreed neutral. The parties shall each pay one-half of the mediator’s fee.
Second Stage: If the parties are unable to resolve the remaining cases after the mediation, the parties shall repeat the same process except that fifty (50) cases shall be selected per side (100 cases total) to proceed individually in accordance with this Arbitration Agreement, with each case assigned to a separate and different arbitrator (unless the parties agree otherwise). After the second stage is completed, the parties will again engage in a global, non-binding, and confidential mediation of all remaining cases with a retired judge as described above, and the parties shall each pay one-half of the mediator’s fee.
If the parties are unable to resolve any remaining cases after a second global mediation session:
Option One: You and Modu may, separately or by agreement, opt out of arbitration and elect to have your case heard in a court of competent jurisdiction consistent with these terms. You may opt out of arbitration by providing an individual, personally signed notice of your intention to opt out of arbitration to Modu via the notice method specified in your Order Form within thirty (30) days after the conclusion of the second global mediation session. Modu may opt your case out of arbitration by sending an individual, signed notice of its intention to opt out of arbitration to your counsel via email no more than thirty (30) days following the expiration of your thirty (30) day opt-out period. Counsel for the parties may agree to adjust these deadlines.
OR
Option Two: If neither you nor Modu elects to have your case heard in court consistent with Option One, then you agree that your case will be resolved through continuing staged proceedings as set forth below. Assuming the number of remaining cases exceeds two hundred (200), then two hundred (200) cases shall be randomly selected (or selected through a process agreed to by counsel for the parties) to be filed and to proceed in individual arbitrations as part of a staged process. If the number of remaining cases is fewer than two hundred (200), then all of those cases shall be filed and proceed in individual arbitrations. No more than five (5) cases within any set of two hundred (200) cases may be assigned to the same arbitrator to proceed individually, unless the parties agree otherwise in writing. Any remaining cases shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those cases unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process.
Throughout the staged process above, the arbitrators for the cases are encouraged to resolve the cases within one hundred twenty (120) days of appointment or as swiftly as possible thereafter, consistent with fairness to the parties. If any case selected for a staged set of proceedings is withdrawn prior to the arbitrator’s award (and without the consent of the other party), another case shall be selected to proceed individually in arbitration consistent with the process set forth above.
A court of competent jurisdiction in the Republic of Kazakhstan (or, where applicable, the AIFC Court solely for matters within its jurisdiction) will have the authority to enforce this “Mass arbitration” section and, if necessary, to enjoin the filing or prosecution of arbitrations or the assessment or collection of Arbitration Fees. This “Mass arbitration” section is intended to be severable from the rest of this Arbitration Agreement. If a court decides that the staging process set forth in this “Mass arbitration” section is not enforceable (and after exhaustion of all appeals), then all cases may be filed in arbitration, but the payment of Arbitration Fees will be assessed as the arbitrations advance and arbitrators are appointed, rather than when the arbitrations are initiated.

4.9 Compliance with Court Orders and Legal Process
If we are notified of or become aware of a court order or other legal process or request (e.g., subpoenas, garnishments, levies, warrants) or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may take certain actions, including without limitation providing information in our possession, custody, or control; holding payments to/from your Modu Account or holding or otherwise restricting funds in your Modu Account; or suspending, terminating, closing, or limiting access to your Modu Account. We will decide, in our sole discretion, which action is required or appropriate. We do not have an obligation to contest or appeal any court order or legal process involving you or your Modu Account.
We are not responsible to you or any Entity or User for any losses or consequences sustained due to actions we may take to comply with a legal order, legal process or request, or applicable law. We may, but are not required to, provide Notice of any court order, legal process or requests, or actions we may take in conjunction with them or in an effort to comply with applicable law.

4.10 Headings and Interpretation
Headings in this Platform Agreement are for reference only. Except where otherwise specified, all references to sections or provisions refer to this Platform Agreement or the applicable incorporated terms. The phrases including, for example, or such as do not limit the generality of the preceding provision; the word or will be read to mean either… or… or any combination of the preceding items; words in the singular include the plural and words in the plural include the singular; and provisions listing items and using and require all listed items.

4.11 Changes to Terms
We reserve the right to amend this Platform Agreement and any Service-Specific Terms, including by deleting, modifying, or adding provisions, at any time by posting the amended version of this Platform Agreement or Service-Specific Terms to the Modu website. The amended version will be effective at the time we post it, unless otherwise noted.
If any amendments materially reduce your rights or increase your responsibilities, we will provide you with at least 30 days’ advance Notice of the amended Platform Agreement or Service-Specific Terms before the amended agreement/terms becomes effective as to you.
Continued use of or access to a Modu Account or any Services, through the actions of any Administrator or User, after any amended Platform Agreement or Service-Specific Terms becomes effective as to you constitutes acceptance of the amended agreement/terms. If you do not agree with amended terms, you may close your Modu Account in a manner consistent with this Platform Agreement or stop using the Service to which any amended Service-Specific Terms apply before they become effective as to you. It is your responsibility to ensure that the contact information, including any email addresses, associated with your Modu Account remains accurate and current. Please contact us immediately if your contact information changes so we can assist with updating your account.
You are responsible for notifying Entities and Users of any applicable updates to the Platform Agreement, any Service-Specific Terms, and all terms, agreements, and policies incorporated by reference, and for ensuring Entities and Users comply with such updates. We may or may not provide Notice of updates directly to Entities and Users.
Outside of amendments made consistent with the terms of this Platform Agreement and any Service-Specific Terms, the only other way this Platform Agreement or Service-Specific Terms may be amended or otherwise modified is through an agreement in writing that is duly signed by an authorized representative of Modu and an authorized representative of Company.
Any waiver, modification, or indulgence that we provide to Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under this Platform Agreement or Service-Specific Terms for any other or future acts, events, or conditions. Further, any delay by Modu in enforcing our rights under this Platform Agreement or Service-Specific Terms does not constitute forfeiture or waiver of such rights.

4.12 Assignment
You may not transfer or assign (by operation of law or otherwise) this Platform Agreement, any of your rights or obligations hereunder, or operation of your Modu Account, without Modu’s prior express written consent. If you wish to make such a transfer or assignment, or the ownership of Company or any Entity is changing, you must give us prior written notice. If we consent to such a transfer or assignment by Company, the assignee or successor must assume all of Company’s rights, obligations, and liabilities under this Platform Agreement and your relationship with Modu, and will be bound by all the terms of this Platform Agreement. In the event of a change in ownership, you will continue to remain fully responsible for the use of your Modu Account by the assignee or successor, if such assignee or successor is granted access in our sole discretion. Modu may assign, pledge, or otherwise transfer this Platform Agreement or any of its rights and powers under this Platform Agreement without restriction and without providing Notice to you. Any such assignee or successor will have all rights as though originally named in this Platform Agreement instead of Modu.

4.13 Entire AgreementThis Platform Agreement, any Service-Specific Terms that may apply to you based on your use of the Services, any Order Forms, and any terms, agreements or policies incorporated by reference, constitute the entire understanding of the parties with respect to the subject matter described and supersede all other proposals or previous understandings, written or oral, between the parties. No other agreements, representations, or warranties other than those provided in this Platform Agreement, any applicable Service-Specific Terms, and any terms, agreements or policies incorporated by reference, will be binding unless in writing and signed by Company and Modu.

4.14 SeverabilityUnless provided otherwise in this Platform Agreement, if any provision of this Platform Agreement is held by a court or arbitrator to be invalid or unenforceable, that provision will be fully severable, such provision shall be construed and enforced in a manner that reflects the original intentions of the parties as closely as possible and is consistent with applicable law, and the remaining provisions of this Platform Agreement shall remain in full force and effect.

5. Defined Terms
Capitalized terms in this Platform Agreement are defined as follows:
Administrator means an individual(s) with the requisite power and authority to conduct business and manage Company’s Modu Account, including Entity access and use of that Account, and act on behalf of Company, including consenting or binding the Company to this Platform Agreement and binding Company or Entity to any Service-Specific Terms, as designated by Company.
Beneficial Owner means any individual who, directly or indirectly, owns 25% or more of the equity interests of Company or an Entity.
Beta Services means beta or pre-release products or services, which may contain features and functionality that are incomplete or subject to substantial change or discontinuation.
Modu Account means Company’s account(s) with Modu that is/are used to access the Services, including Company’s Modu Business Account(s), if applicable.
Modu Business Account means the cash management, payment and other Services offered by Modu Treasury. It is any self-directed account(s) managed by Modu Treasury on Company’s behalf for the purchase, sale, or carrying of financial instruments permitted under the laws of the Republic of Kazakhstan. If Company has multiple Modu Business Accounts, references to a single Modu Business Account means the first such account Company opened, unless we tell you otherwise via Notice.
Modu Business Account Agreement means the Modu Business Account Customer Agreement, one of the Service-Specific Terms entered into between Company and Modu Treasury to govern terms related to its Modu Business Account.
Modu Data means all data developed or collected by Modu through the development or provision of Services, Cards, or Third-Party Services, or generated or recorded by the Modu platform, but which does not include Company Data.
Modu Empower means the Modu Empower platform available through the Modu dashboard or Modu mobile application.
Modu Property means the Services and related technology, the Modu Empower platform and related technology, Modu Data, and copyrights, patents, trade secrets, trade or service marks, brands, logos, and other intellectual property encompassing or incorporated into each of the foregoing.
Modu Treasury means Modu Treasury LLP, a licensed financial organization registered in Kazakhstan in accordance with the applicable laws and regulations.
Card Networks means the payment card networks including Visa, Mastercard, or any other network supported by Modu.
Cards means physical or virtual payment cards issued by an Issuer and managed through a Modu Account.
Modu Brokerage Agreement means the Service-Specific Terms that govern Modu Brokerage Accounts, where applicable under Kazakhstan law.
Charge means a payment for goods or services made using a Card to a merchant that accepts payments on the applicable Card Network.
Company Data means information or documentation provided by Company or an Entity to Modu, and which includes Financial Data, and any Personal Data provided by Company, an Entity, and/or their Administrators or Users.
Confidential Information means any information disclosed by you to Modu, or vice versa, that should be reasonably understood to be confidential in light of the nature of the information. However, Confidential Information will not include any information which (a) is or becomes generally available to the public other than as a result of the receiving party’s breach of its confidentiality obligations; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) is disclosed to the receiving party, without restriction, by a third party with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
Control Person means a single individual with significant responsibility to control, manage, or direct Company or an Entity.
Credentials means usernames, passwords, and other identifiers or credentials used to assist in identification and authentication with regard to use of the Services or to access a Modu Account.
Dispute means any past, present, or future claim, dispute, or controversy involving you (or persons or entities claiming through or connected with you), on the one hand, and us (or persons claiming through or connected with us), on the other hand, relating to or arising out of the Platform Agreement, any Services, any application for a Modu Account, and/or the activities or relationships that involve, lead to, or result from any of the foregoing.
Entity means an affiliated legal entity of Company that Company has expressly allowed access to its Modu Account, subject to Modu’s approval in its sole discretion.
External Account means an account held at a financial institution by an individual User and authorized for debits of amounts owed to the Modu customer with which the User is affiliated.
Feedback means all feedback, suggestions, ideas, or enhancement requests you submit to us.
Fees means charges we impose on you for use of Services or a Modu Account.
Financial Data means Company’s, an Entity’s or External account owner’s bank balance, transaction, account, or other financial information accessible to Modu through Linked Accounts, External Accounts or Third-Party Services.
Fines means all fines, penalties, or other charges assessed against Modu that result or arise from Company’s, Company’s Affiliates, Company Users, or any other persons associated with Company’s violation of the terms of this Platform Agreement, any of the Service-Specific Terms, or other agreements you have with Modu or a Service Partner.
Issuer means the bank or financial institution that is a member of the Card Network indicated on Cards and is responsible for issuing the Cards to you.
Linked Account means any account that is held with a financial institution and is connected to your Modu Account and authorized for payment of amounts to Modu, including Charges, Fees, and Fines.
Notice means any physical, voice, or electronic communication, or legal notices that are provided or directed to Company, Entities, or Users and/or Company’s Modu Account, including via email, in-app notifications, SMS/text, and phone numbers associated with mobile phones or devices.
Order Form means any agreement (including supplements, addendums, exhibits, appendices and/or any amendments to the agreement or any of foregoing) agreed between Customer and Modu for Services, which may include Fees for the use of such Services and impose specific terms and conditions on Customer’s use of Services.
Personal Data has the meaning set forth in the Data Processing Addendum.
Platform Agreement means this Platform Agreement, as amended from time to time, and any terms, agreements, and policies referenced including the User Terms, Rewards Terms, and any applicable Service-Specific Terms.
Prohibited Activities means the business types and activities posted on our website as updated from time to time, in compliance with the laws of the Republic of Kazakhstan.
Prohibited Person means any individual or organization that is subject to sanctions in Kazakhstan, listed by the Agency for Financial Monitoring of the Republic of Kazakhstan, the United Nations Security Council, or any other applicable sanctions list that prohibits or limits us from providing a Modu Account or Services to such person or from otherwise conducting business with the person.
Restricted Activities means the business types and activities posted on our website as updated from time to time.
Security Procedures means certain procedures and controls that are intended to help secure and protect your Modu Account and data from misuse, fraud, and theft.
Service Partner means a bank, financial institution, or other partner that provides services directly related to one or more Services.
Service-Specific Terms mean the terms and agreements applicable to particular Services offered by Modu, including the Modu Business Account Customer Agreement, the Modu Card Program Terms, any Service Partner terms, and any other terms and conditions that govern access to and use of any Service.
Services means the financial products, technology, expense management, cash management, payment services, integrations with Third-Party Services, website, mobile application, and all other services, features, products, software, and content provided by Modu, including but not limited to those available through your Modu Account and your use of the Modu Empower platform.
Third-Party Services means services and data provided by third parties in relation to or provided through the Services. Third-Party Services include but are not limited to accounting or expense management platforms, payment processors and e-commerce platforms, and applications used to monitor Linked Accounts.
Third-Party Service Provider means an affiliate, agent, representative or other third party that assists us in providing the Services to you, Company, and/or an Entity that supports our internal operations, or that provides other services related or connected to, or provided through the Services or a Modu Account.
Users means any employees, contractors, or agents authorized by Company or an Entity to use the Services and/or issued Credentials by Modu or Company, and includes Administrators and other account roles as designated by Modu.