Lightspark Grid Transactions
Terms of Services

1.1 Eligibility. This is a contract between you and Lightspark. You must read and agree to these Terms before using the Grid Transaction Services. If you do not agree, you may not use the Grid Transaction Services. You may use the Grid Transaction Services only if: (a) you can form a legally binding contract with us; (b) you are in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations (“Applicable Law”); and (c) you access the Grid Transaction Services through a Platform that has an active agreement with Lightspark authorizing the provision of such services to you. Without limiting the foregoing, you must be at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater, to use the Grid Transaction Services. You may not access the Grid Transaction Services directly from Lightspark; all access must be through a Platform unless Lightspark expressly authorizes direct access in writing. Whether you may access the Grid Transaction Services as an individual, as a business, or both, is determined by the terms of the Platform’s agreement with Lightspark. Not all End User types or Grid Transaction Services described in these Terms may be available to you through every Platform.

1.2 Business Accounts. If you are accessing the Grid Transaction Services on behalf of a company or other legal entity (an “Organization”), then: (a) these Terms are an agreement between us and you individually, and between us and that Organization; (b) you represent and warrant that you have the authority to bind that Organization to these Terms, and in the absence of such authority, you may not access or use the Grid Transaction Services; (c) your acceptance of these Terms will bind that Organization; (d) “you” and “your,” as used in these Terms, will refer to both you individually and the Organization, as the context requires; and (e) the Organization will be solely responsible and liable for all acts and omissions of its directors, officers, employees, contractors, agents, and other representatives who access or use the Grid Transaction Services through the Organization’s account.

1.3 Relationship with Platform. You understand and acknowledge that: (a) the Grid Transaction Services are provided to you exclusively through the Platform, and you may not access, use, or interact with the Grid Transaction Services except through the Platform’s interface or API (unless Lightspark expressly authorizes direct access in writing); (b) the Platform has a separate contractual relationship with Lightspark that governs the Platform’s access to and use of Lightspark’s technology and services, and that agreement determines the scope of Grid Transaction Services, End User types, transaction types, supported currencies, and jurisdictions made available to you through the Platform; (c) if the Platform’s agreement with Lightspark is terminated or suspended for any reason, your access to the Grid Transaction Services through that Platform will also be terminated or suspended, and Lightspark will have no obligation to provide you with direct access to the Grid Transaction Services; (d) Lightspark is not a party to, and has no responsibility for, the Platform’s terms and conditions, privacy practices, or any products or services offered by the Platform that are separate from the Grid Transaction Services; and (e) your relationship with the Platform is governed by the Platform’s own terms and conditions, and any disputes relating to the Platform’s products or services (other than the Grid Transaction Services) are between you and the Platform. The Platform is not an agent, representative, or fiduciary of Lightspark.

1.4 E-Sign Consent and Communications. By accepting these Terms, you consent to receive all communications, agreements, notices, disclosures, and other documents from Lightspark electronically, including by email, through the Platform’s interface, or by text message. You agree that all such electronic communications satisfy any legal requirement that such communications be in writing. You also consent to receive telephone calls, text messages (including SMS and MMS), and other communications from Lightspark at the telephone number(s) you provide to us, including through the use of autodialed or prerecorded calls and messages, for purposes related to your use of the Grid Transaction Services, including identity verification, fraud alerts, account notifications, and marketing communications. You may opt out of marketing communications at any time by following the instructions in such communications or by contacting us at support@lightsparkpayments.com. Standard message and data rates may apply. You may withdraw your consent to receive electronic communications by contacting us at support@lightsparkpayments.com; provided that if you withdraw such consent, we may suspend or terminate your access to the Grid Transaction Services.

1.5 Restricted Locations. The Grid Transaction Services are not available in all countries, states, or jurisdictions. Lightspark may, in its sole discretion, restrict or prohibit access to the Grid Transaction Services from certain locations (each, a “Restricted Location”), including locations where Lightspark does not hold the required licenses or registrations to provide the Grid Transaction Services, or where providing the Grid Transaction Services would violate Applicable Law. A current list of Restricted Locations is maintained in the Documentation and may be updated by Lightspark at any time without prior notice. You may not access or use the Grid Transaction Services if you are located in, organized in, or a resident of a Restricted Location. Restricted Locations are in addition to, and not a substitute for, the Sanctioned Country restrictions set forth in Section 10.

2.1 Know-Your-Customer and Know-Your-Business. Before you may access or use the Grid Transaction Services, you must complete Lightspark’s identity verification process, which may include know-your-customer (“KYC”) or know-your-business (“KYB”) procedures, as applicable. You agree to provide accurate, current, and complete information during the onboarding process, and to promptly update such information if it changes. Lightspark may, at any time during the term of your use of the Grid Transaction Services, request additional information or documentation to verify your identity, the identity of your beneficial owners, or the nature of your business. You authorize Lightspark to make inquiries, directly or through third parties, that Lightspark considers necessary to verify your identity or protect you and/or Lightspark against fraud, money laundering, terrorist financing, or other financial crimes, and to take any action Lightspark reasonably deems necessary based on the results of such inquiries. Depending on your jurisdiction, the identity verification process may require you to provide a government-issued identification document, proof of address, tax identification number (such as a Social Security Number, Individual Taxpayer Identification Number, Employer Identification Number, or foreign equivalent), proof of business registration, information about beneficial owners, or other documentation as required by Applicable Law or Lightspark’s compliance program.

2.2 Approval. Lightspark may, in its sole discretion, approve, decline, or condition your access to the Grid Transaction Services based on the results of its verification process or for any other reason. Lightspark reserves the right to deny access to the Grid Transaction Services at any time and for any reason without liability, including if Lightspark determines, in its sole discretion, that you are ineligible, that you represent a compliance or legal risk, or for any other reason.

2.3 Ongoing Obligations. You must keep all information associated with your account current and accurate at all times. You must promptly update your account with any changes affecting you, the nature of your business activities, your beneficial owners, principals, or any other pertinent information. You authorize Lightspark to retrieve information about you and your business from Lightspark’s service providers and other third parties, including credit reporting agencies, banking partners, and information bureaus, and you authorize and direct those third parties to compile and provide that information to Lightspark.

2.4 Biometric Data. Our collection, use, retention, and destruction of biometric data in connection with identity verification is described in our Privacy Policy.

3.1 Description of Services. The “Grid Transaction Services” consist of the payment, payout, currency conversion, settlement, and related financial services provided by Lightspark directly to you through the Platform, as further described in these Terms and in Lightspark’s documentation located at https://grid.lightspark.com (the “Documentation”), as may be updated from time to time. The Grid Transaction Services may include, depending on the services enabled by the Platform pursuant to its agreement with Lightspark, the following transaction types: (a) payouts from an Internal Account to an External Account; (b) offramps (conversion of digital assets to fiat currency and delivery to an External Account); (c) on-ramps (conversion of fiat currency to digital assets); (d) transfers of digital assets from an Internal Account to a self-custody wallet; (e) cross-border payments; and (f) foreign exchange conversions. The specific Grid Transaction Services available to you will depend on the services enabled by the Platform pursuant to its agreement with Lightspark, your jurisdiction, the currencies and digital assets supported, and Lightspark’s then-current capabilities, as set forth in the Documentation. Not all transaction types described in these Terms may be available to you through every Platform.

3.2 How Grid Transactions Work. Grid Transactions are initiated exclusively through the Platform’s interface or API (or, if Lightspark has authorized direct access, through the means specified by Lightspark). The general flow is as follows: (a) you or the Platform requests a quote through the Platform for a Grid Transaction, which will include the applicable exchange rate (if any), fees, and the amount to be delivered; (b) upon your or the Platform’s acceptance of the quote, the Grid Transaction becomes an order (an “Order”); and (c) Lightspark will execute the Order in accordance with the terms of the quote, these Terms, and the Documentation. Quotes are valid only for the period specified at the time the quote is presented. If a quote expires before acceptance, a new quote must be requested. Lightspark does not guarantee that it will fill any Order, and reserves the right to cancel any Order or part of an Order for any reason, including if the Order: (i) was placed during scheduled downtime; (ii) violates these Terms or the Documentation; (iii) is non-marketable; or (iv) if there are circumstances outside of Lightspark’s control that make it impracticable to complete the Order or expose Lightspark to additional cost or risk.

3.3 Order Authorization. In the event Lightspark receives an Order through the Platform using your credentials or through your account, Lightspark will assume such Order is authorized by you. All Orders require full payment in clear funds at the time Lightspark fills such Order, and Lightspark may debit any Internal Account to fund such Order. You may not cancel an Order after Lightspark has started processing it. You hereby waive any right to dispute an Order unless you notify Lightspark of any objections within twenty-four (24) hours after receipt of the Order confirmation. Notwithstanding the foregoing, if you are an Individual End User, nothing in this Section 3.3 limits your rights under EFTA/Reg E with respect to electronic fund transfers involving fiat currency, including your right to report unauthorized electronic fund transfers as described in Section 18 and Exhibit A, or the provisions of Section 18.3 with respect to Grid Transactions involving only Digital Assets.

3.4 Erroneous Orders and Processing Errors. Lightspark reserves the right, but has no obligation, to declare an Order null and void that Lightspark considers to be erroneous (each, an “Erroneous Order”). If Lightspark determines that a given Order is an Erroneous Order, Lightspark may declare it null and void, in whole or in part, even if you do not agree to cancel or modify it. In that case, you will promptly return the digital assets or fiat currency received in or in connection with the Erroneous Order. If Lightspark, its affiliates, its subcontractors, or other third parties send funds to you in error (including due to a blockchain error, technical malfunction, processing error, or miscommunication), you agree to promptly return the erroneously received funds upon request from Lightspark. You agree not to use, sell, transfer, or otherwise dispose of such funds pending Lightspark’s investigation, and you acknowledge that you have no right to retain them. If you sell or transfer digital assets or fiat currency that you have reported as received in error, Lightspark may deny your claim and recover the sale or transfer proceeds. Lightspark reserves the right to offset any erroneously paid amounts against future amounts owed to you. In the event of a processing error that results in you receiving less than the amount to which you were entitled, Lightspark will credit the difference to your Internal Account. In the event of a processing error that results in you receiving more than the amount to which you were entitled, Lightspark will debit the difference from your Internal Account or offset the amount against future payments.

3.5 Transaction Limits. Lightspark reserves the right, in its sole discretion, to set, modify, or remove per-transaction, daily, or aggregate volume or value limits applicable to Orders at any time, based on risk, regulatory, compliance, or capacity considerations, and without prior notice to or consent from you.

3.6 Settlement. An Order settles when funds are received by the applicable financial institution or service provider used by Lightspark to facilitate the transaction (“Grid Switch Partner”) upon the earliest of the following, as applicable: (a) where the applicable Grid Switch Partner acts as a disbursement agent on behalf of or for the account of the recipient, when funds are received by such Grid Switch Partner; or (b) where the applicable Grid Switch Partner acts as a service provider to Lightspark, when the recipient’s designated account has been credited with the applicable funds, as confirmed by the Grid Switch Partner or the recipient’s financial institution. The applicable settlement method for each Grid Switch Partner or payment corridor shall be as set forth in the Documentation, which Lightspark may update from time to time.

3.7 Irreversibility. Certain Grid Transactions, including those involving digital assets, may be irreversible. Losses due to erroneous, fraudulent, or accidental transactions may not be recoverable. You are solely responsible for verifying all transaction details, including recipient information, wallet addresses, and transaction amounts, before confirming any Grid Transaction.

3.8 Right to Refuse, Delay, or Reverse. Lightspark may, in its sole discretion, refuse to execute, delay the execution of, or reverse or freeze any Grid Transaction if Lightspark determines, in its sole discretion, that such action is required or reasonably advisable due to: (a) compliance with Applicable Law; (b) suspected fraud, money laundering, terrorist financing, or other illegal activity; (c) sanctions screening results; (d) response to a subpoena, court order, or other government order; (e) the transaction may be erroneous; (f) the transaction may violate prohibited activities set forth in these Terms; or (g) any other risk identified by Lightspark. In such instances, Lightspark will reverse the transaction and is under no obligation to reinstate an Order at the same quote or price, or on the same terms as the cancelled Order.

3.9 Holds, Limitations, and Reserves. Lightspark may, in its sole discretion, take one or more of the following actions with respect to your account or Internal Accounts:

3.10 Transaction Receipts. Lightspark will provide you with an electronic receipt or confirmation for each completed Grid Transaction. Each receipt will include, at minimum: (a) a unique confirmation or reference number; (b) the date and time of the Grid Transaction; (c) the amount of the Grid Transaction; (d) the applicable exchange rate, if any; (e) the fees charged; and (f) the settlement status of the Grid Transaction. Receipts will be made available through the Platform’s interface, by email, or through another method as described in the Documentation. You should retain copies of all receipts for your records. If you believe a receipt is incorrect or if you did not receive a receipt for a completed Grid Transaction, you must notify Lightspark in accordance with the Error Resolution procedures set forth in Exhibit A.

3.11 Service Availability. Lightspark will use commercially reasonable efforts to provide reliable and secure Grid Transaction Services. However, Lightspark does not guarantee that the Grid Transaction Services will be available at all times or without interruption. The Grid Transaction Services may be temporarily unavailable due to scheduled maintenance, unscheduled emergency maintenance, or causes beyond Lightspark’s reasonable control. Lightspark will use reasonable efforts to provide advance notice of scheduled maintenance through the Documentation or the Platform’s interface.

3.12 Cross-Border Transfers. Certain Grid Transactions may constitute “remittance transfers” under the Electronic Fund Transfer Act and Regulation E, Subpart B (the “Remittance Transfer Rule”). For any Grid Transaction that constitutes a remittance transfer, Lightspark will provide the disclosures required by the Remittance Transfer Rule, including pre-payment disclosures of the exchange rate, fees, and the amount to be received by the designated recipient, and will honor the cancellation and error resolution rights set forth in the Remittance Transfer Rule. In the event of a conflict between the Remittance Transfer Rule and any other provision of these Terms with respect to a remittance transfer, the Remittance Transfer Rule shall control. Nothing in these Terms limits any rights you may have under the Remittance Transfer Rule.

4.1 General. Lightspark may establish and maintain one or more internal ledger accounts for your benefit (each, an “Internal Account”). Internal Accounts are automatically provisioned as part of the onboarding process. Each Internal Account holds a balance in a single supported currency or digital asset, as applicable. Internal Accounts may be used as a source or destination of Grid Transactions.

4.2 Funding. Each Internal Account is associated with funding payment instructions, which may include bank account details (such as ACH routing and account numbers at a custodial bank), reference codes, and/or digital asset wallet addresses (the “Funding Payment Instructions”). You or the Platform may fund Internal Accounts by transferring funds to the applicable Funding Payment Instructions, including through third-party payment processors that settle funds on your behalf. Lightspark is not responsible for any delays, errors, or failures in funding caused by third-party payment processors, banks, or other intermediaries.

4.3 Custody of Fiat Currency. Any fiat currency associated with an Internal Account may be: (a) placed into one or more custodial accounts maintained at one or more FDIC-insured financial institutions for the benefit of the customers and users of the Grid Transaction Services, including you; or (b) invested in liquid instruments such as U.S. Treasury securities, in each case in accordance with Applicable Law. You acknowledge and agree that: (i) any claim by you to fiat currency associated with an Internal Account is not secured by any such investments; (ii) you have no interest in any such investments; (iii) you are not entitled to receive any interest or other return on fiat currency associated with an Internal Account; and (iv) all such interest or other returns are the property of Lightspark. Lightspark will not use customer or user funds for its operating expenses or any other corporate purposes.

4.4 FDIC Pass-Through Insurance. Fiat currency held in custodial accounts at FDIC-insured financial institutions may be eligible for FDIC pass-through insurance coverage, subject to applicable limits (currently $250,000 per depositor, per insured bank, for each account ownership category) and the requirements of the FDIC’s rules and regulations. FDIC insurance coverage, if applicable, protects against the failure of the FDIC-insured depository institution, and does not protect against the failure of Lightspark, the Platform, or any other non-bank entity. You are responsible for monitoring your aggregate deposits at each FDIC-insured institution to determine the extent of available FDIC insurance coverage.

4.5 Custody of Digital Assets. Title to digital assets held in Internal Accounts shall at all times remain with you and shall not transfer to Lightspark. Such digital assets are not the property of Lightspark, and Lightspark has no right, title, or interest in or to such digital assets. Lightspark will not transfer, sell, loan, pledge, or encumber digital assets associated with your Internal Account without your prior instruction or consent, except as required by Applicable Law or as expressly permitted under these Terms (including Sections 3.4, 3.9, 7.4, and 14.4). As owner of the digital assets, you shall bear all risk of loss of such digital assets. Lightspark shall have no liability for digital asset fluctuations or loss. Lightspark may hold digital assets associated with your Internal Account in one or more omnibus accounts on the applicable blockchain network together with digital assets owned by other customers and users of the Grid Transaction Services. At no time will your digital assets be commingled with digital assets owned by Lightspark. Lightspark may rely on an affiliate or Grid Switch Partner that is appropriately licensed and regulated as a digital asset custodian as a service provider, including as a sub-custodian. Lightspark is not a trust company and is not acting in a fiduciary capacity or as your broker or advisor.

4.6 No Commingling. Lightspark maintains your funds and digital assets separately from Lightspark’s own corporate assets. At no time will your funds or digital assets be commingled with funds or digital assets owned by Lightspark.

4.7 Digital Assets Not Insured. DIGITAL ASSETS HELD IN YOUR INTERNAL ACCOUNT ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”), THE SECURITIES INVESTOR PROTECTION CORPORATION (“SIPC”), THE NATIONAL CREDIT UNION SHARE INSURANCE FUND (“NCUSIF”), OR ANY OTHER GOVERNMENTAL, PUBLIC, OR PRIVATE INSURER, INCLUDING AGAINST CYBER THEFT OR THEFT BY OTHER MEANS. THE PROTECTIONS AVAILABLE TO CUSTOMERS OF FDIC-INSURED DEPOSITORY INSTITUTIONS, SIPC MEMBER BROKER-DEALERS, OR NCUSIF-INSURED CREDIT UNIONS DO NOT APPLY TO DIGITAL ASSETS. THE RISK OF LOSS OF DIGITAL ASSETS CAN BE SUBSTANTIAL AND YOU SHOULD CAREFULLY CONSIDER WHETHER HOLDING DIGITAL ASSETS IS APPROPRIATE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION.

5.1 General. You may connect one or more external bank accounts, digital asset wallets, or other payment instruments to the Grid Transaction Services (each, an “External Account”). External Accounts are used as the source for funding Internal Accounts (on-ramp) or as the destination for withdrawals from Internal Accounts (off-ramp or payout). Where permitted by the Grid Transaction Services, you may designate an External Account owned or controlled by a third party as the destination for a payout. You are solely responsible for ensuring that all External Account information you provide is accurate, current, and complete, and that you are the authorized owner or controller of each External Account or, in the case of payouts to third-party External Accounts, that you have the authority to direct payment to the designated account. Lightspark is not responsible for verifying the ownership of any third-party External Account or for any loss resulting from incorrect or unauthorized payout instructions.

5.2 Supported Rails. Grid Transactions to or from External Accounts may be processed through one or more supported payment rails, which may include ACH, wire transfer, RTP, FedNow, SEPA, Pix, SWIFT, and blockchain networks, as described in the Documentation. The availability of payment rails may vary by jurisdiction, currency, and Grid Transaction type, and Lightspark may add or remove supported payment rails at any time.

5.3 Verification. Lightspark may require verification of your External Accounts before funds can be sent to or received from such accounts. You authorize Lightspark to initiate micro-deposits, test transactions, or other verification procedures as necessary.

5.4 ACH Authorization. If you connect a bank account as an External Account, you authorize Lightspark and its Grid Switch Partners to initiate ACH credit and debit entries to and from your designated bank account in connection with Grid Transactions and the funding and withdrawal of your Internal Account. This authorization includes, without limitation: (a) credits (deposits) to your bank account for payouts, withdrawals, refunds, and error corrections; (b) debits (charges) from your bank account for funding your Internal Account, fee payments, error corrections, and recovery of amounts owed to Lightspark; and (c) reversals, corrections, and adjustments as may be necessary to correct erroneous entries or to comply with Applicable Law or the rules of the National Automated Clearing House Association (“NACHA”). This authorization will remain in full force and effect until: (x) your account is closed and all outstanding obligations are satisfied; (y) you revoke this authorization by providing written notice to Lightspark at support@lightsparkpayments.com, provided that any such revocation will not affect any ACH entry processed before Lightspark has had a reasonable opportunity to act on such revocation (which shall be no less than three (3) Business Days (each, a “Business Day,” meaning any day other than Saturday, Sunday, or a federal holiday in the United States)); and (z) all amounts owed by you to Lightspark are paid in full. You agree that ACH transactions are governed by the NACHA Operating Rules and any applicable local ACH operating rules. You agree not to dispute any ACH debit entry initiated by Lightspark in accordance with these Terms, except as provided in the Error Resolution procedures set forth in Exhibit A.

6.1 Supported Digital Assets. Lightspark may, at its sole discretion, determine the list of digital assets that it will support in connection with the Grid Transaction Services (the “Supported Digital Assets”), as set forth in the Documentation. Lightspark may add or remove Supported Digital Assets at any time, without limitation, due to changes in the characteristics or regulatory classification of the asset, or for any other reason.

6.2 Removal of Support. In the event Lightspark ceases to support a digital asset while an Order is in process, Lightspark will reverse the Order and return the funds used to pay for the Order. In the event Lightspark ceases to support a digital asset held in an Internal Account, Lightspark will deliver such digital assets to a digital wallet designated by you in writing.

6.3 Unsupported Digital Assets. If digital assets that are not Supported Digital Assets are sent to an Internal Account, such digital assets will be irretrievable, and Lightspark will have no responsibility or liability with respect to such digital assets.

6.4 Stablecoin Regulatory Compliance. Lightspark will use commercially reasonable efforts to ensure that any payment stablecoin (as defined under the Guiding and Establishing National Innovation for U.S. Stablecoins Act (the “GENIUS Act”) or any successor legislation) made available through the Grid Transaction Services is issued by a permitted payment stablecoin issuer in compliance with Applicable Law. Lightspark may add, remove, or suspend the availability of any Supported Digital Asset that is or becomes a payment stablecoin if required for compliance with the GENIUS Act or regulations promulgated thereunder, and any such action shall not constitute a breach of these Terms. You acknowledge that the regulatory framework for payment stablecoins is evolving, and the terms, conditions, and availability of payment stablecoin-related Grid Transaction Services may change as regulations are finalized.

6.5 Forks and Airdrops. In the event of a fork, airdrop, or similar event affecting a Supported Digital Asset or the blockchain network on which a Supported Digital Asset operates: (a) Lightspark has no obligation to support any forked network, forked digital asset, or airdropped token; (b) you have no right, claim, or entitlement to any forked digital asset, airdropped token, or other digital asset created or distributed as a result of such event, unless Lightspark, in its sole discretion, elects to support such asset and distribute it to you; (c) Lightspark may, in its sole discretion, determine which digital asset resulting from a fork is the “original” or “canonical” asset for purposes of the Grid Transaction Services; and (d) Lightspark will have no liability to you for any losses, damages, or claims arising from or related to any fork, airdrop, or similar event, including any failure by Lightspark to support or distribute a forked or airdropped digital asset.

7.1 Transaction Fees. You agree to pay all fees and charges applicable to your use of the Grid Transaction Services, as disclosed to you at the time of each Grid Transaction through the quote process, in the Documentation, or as otherwise communicated to you by Lightspark or the Platform. Fees may include, without limitation, transaction fees, foreign exchange spreads, network fees, and any other fees described in the Documentation. All fees are non-refundable except as required by Applicable Law.

7.2 Fee Changes. Lightspark reserves the right to change, add, or remove fees at any time. Lightspark will provide you with notice of material fee changes in accordance with Section 21.2. Your continued use of the Grid Transaction Services after such notice constitutes your acceptance of the revised fees.

7.3 Taxes. You are responsible for all applicable taxes, duties, or other governmental charges arising from your use of the Grid Transaction Services, except for taxes based on Lightspark’s net income. Lightspark is not responsible for determining whether any taxes apply to your Grid Transactions, or for calculating, collecting, reporting, or remitting any taxes arising from any Grid Transaction on your behalf. You agree to comply with all tax reporting obligations arising from your use of the Grid Transaction Services. Lightspark may be required by Applicable Law to report certain transactions to the Internal Revenue Service (“IRS”) or state tax authorities, including by filing Forms 1099 or other information returns. You agree to provide Lightspark with a valid taxpayer identification number (such as a Social Security Number, Individual Taxpayer Identification Number, Employer Identification Number, or foreign equivalent), a completed IRS Form W-9 (or applicable Form W-8, if you are a non-U.S. person), and any other documentation reasonably requested by Lightspark for tax reporting purposes. If you fail to provide a valid taxpayer identification number or if the IRS notifies Lightspark that the taxpayer identification number you provided is incorrect, Lightspark may be required to withhold a percentage of reportable payments (“backup withholding”) in accordance with Applicable Law and remit such amounts to the IRS. You are solely responsible for any backup withholding applied to your account.

7.4 Deductions and Liquidation Rights. To the extent permitted by Applicable Law, Lightspark may deduct applicable fees and charges from the proceeds of any Grid Transaction or from balances held in your Internal Account, as disclosed in the applicable quote or Documentation. If you owe any amounts to Lightspark (including fees, chargebacks, reversals, Erroneous Order recovery, or any other amounts due under these Terms) and you have insufficient fiat currency in your Internal Account to satisfy such amounts, you authorize Lightspark to liquidate (sell) digital assets held in your Internal Account in an amount sufficient to cover the amounts owed, plus any applicable fees and costs associated with such liquidation, without further notice or consent. Lightspark will use commercially reasonable efforts to execute any such liquidation at the then-prevailing market price, but makes no guarantees regarding the price obtained. You acknowledge that the value of digital assets may fluctuate and that the proceeds from any such liquidation may be less than the original value of the digital assets. Any remaining balance after satisfaction of amounts owed will be credited to your Internal Account.

8.1 Accuracy of Information. You are solely responsible for ensuring the accuracy and completeness of all information and instructions you provide in connection with any Grid Transaction, including any recipient information, wallet addresses, transaction amounts, or other required information. Lightspark is not responsible for any losses arising from inaccurate or incomplete information provided by you.

8.2 Account Security. You are solely responsible for maintaining the security of all credentials, passwords, API keys, and other authentication mechanisms associated with your access to the Grid Transaction Services. You must notify Lightspark immediately if you become aware of any unauthorized access to your account or any security breach.

8.3 Monitoring. You are responsible for monitoring your Internal Accounts and Grid Transactions for unauthorized or suspicious activity. You must: (a) review your Order history on an ongoing basis; (b) immediately review Order receipts; (c) verify that you received an Order confirmation for each Order; and (d) notify Lightspark within twenty-four (24) hours if you do not receive an Order confirmation or suspect unauthorized activity. Lightspark is not liable to you if funds are lost due to unauthorized activity that you failed to detect and report in a timely manner.

8.4 Compliance. You will use the Grid Transaction Services only for lawful purposes and in compliance with all Applicable Law. You will not use the Grid Transaction Services to fund any Order with digital assets or fiat currency that are the direct or indirect proceeds of any criminal or fraudulent activity.

8.5 Self-Directed Account. Your account is self-directed. You are solely responsible for all Orders and Grid Transactions initiated through your account. Lightspark does not provide investment, trading, or financial advice, and does not make any recommendations regarding any digital asset, currency, or transaction. Lightspark has no fiduciary duty to you, and nothing in these Terms or in Lightspark’s provision of the Grid Transaction Services creates an advisory, fiduciary, or agency relationship between you and Lightspark. Any information provided by Lightspark through the Grid Transaction Services, including exchange rates, market data, pricing information, and transaction history, is provided for informational purposes only and may not be accurate, complete, or current. You should not rely on any such information as the basis for any financial, investment, or other decision, and Lightspark disclaims all liability for any decisions you make based on such information.

8.6 Travel Rule and Regulatory Information. You agree to provide Lightspark, upon request or as required at the time of a Grid Transaction, with all information necessary for Lightspark to comply with Applicable Law relating to the collection, retention, or transmission of transmittor, recipient, or counterparty information in connection with transmittals, digital asset transfers, or other Grid Transactions, including the recordkeeping and travel rule requirements under the Bank Secrecy Act and its implementing regulations. Such information may include your and your recipient’s names, addresses, account numbers or unique identifiers, and any other information required by Applicable Law. You represent and warrant that all information provided pursuant to this Section 8.6 will be accurate and complete. Lightspark may delay, suspend, or refuse to process any Grid Transaction for which the required information has not been provided. This Section 8.6 is in addition to, and does not limit, your obligations under Sections 2.1, 2.3, and 8.1 of these Terms.

Unless otherwise permitted by Lightspark in writing, you will not use the Grid Transaction Services to enable any of the following activities: unlawful or abusive activity, fraud, unlawful gambling, intellectual property infringement, investment or credit services, check cashing, bail bonds, collections agencies, counterfeit goods, drugs and drug paraphernalia, adult content and services, multi-level marketing, unfair or deceptive practices, unlawful digital asset exchange, unlawful money services, unlawful money transmission, and any business that Lightspark believes poses elevated financial risk or legal liability. A complete and current list of restricted businesses and prohibited activities is maintained at https://www.lightspark.com/legal/grid/restricted-businesses and is incorporated herein by reference. Lightspark reserves the right to update the list of prohibited activities from time to time, and any such updates will be effective upon posting to such URL or upon notice to you. Restricted transactions as defined in Federal Reserve Regulation GG (12 C.F.R. Part 233) are prohibited from being processed through your account or the Grid Transaction Services.

10.1 Compliance. You shall comply with all trade and economic sanctions laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations maintained by the U.S. State Department, the United Nations Security Council, the European Union, the United Kingdom, and any other relevant sanctions authority (collectively, “Sanctions”).

10.2 Representations. You represent and warrant that: (a) you will not access the Grid Transaction Services from any country, region, territory, or jurisdiction that is the target of comprehensive territorial or embargo-like sanctions administered by OFAC (each, a “Sanctioned Country”); (b) you will not provide access to the Grid Transaction Services to any person that is, or that is owned or controlled by a person that is, the target of any Sanctions, or that is located, organized, or resident in any Sanctioned Country; (c) neither you, nor your subsidiaries, directors, officers, employees, agents, or affiliates is a person that is, or is owned or controlled by persons that are, the target of any Sanctions; (d) neither you, nor your subsidiaries, directors, officers, employees, agents, or affiliates are located, organized, or resident in, or owned or controlled by persons that are located, organized, or resident in, a Sanctioned Country; (e) you will not utilize the Grid Transaction Services in any manner that, directly or indirectly, conducts, facilitates, funds, or otherwise engages in activities with any person that is the target of Sanctions or is located, organized, or resident in a Sanctioned Country, or in any other manner that would result in a violation of Sanctions by any person, including Lightspark; (f) you will not utilize the Grid Transaction Services in any manner that, directly or indirectly, conducts, facilitates, funds, or otherwise engages in any money laundering or terrorist financing activities or in any other manner that would result in a violation by any person, including Lightspark, of any applicable law concerning or relating to anti-money laundering, including the USA PATRIOT Act of 2001, as amended (“Anti-Money Laundering Laws”); and (g) you have conducted and will conduct all activities in connection with the Grid Transaction Services in compliance with applicable Anti-Money Laundering Laws and Sanctions.

10.3 Notification. You shall promptly notify Lightspark if you (or any of your directors, officers, employees, agents, or affiliates): (a) become the target of any Sanctions; (b) are or become located, organized, or resident in a Sanctioned Country; or (c) become aware that any Grid Transaction or activity connected to the Grid Transaction Services is or may become the target of Sanctions or the subject of any investigation.

11.1 Data Collection. In connection with the Grid Transaction Services, Lightspark collects, processes, and stores certain information about you, including personal information, identity verification data, transaction data, and other information necessary to provide the Grid Transaction Services and comply with Applicable Law. Our collection, use, and disclosure of your personal information is governed by our Privacy Policy. As a provider of financial services, Lightspark is a “financial institution” as defined under the Gramm-Leach-Bliley Act (“GLBA”). The Privacy Policy incorporates the disclosures required by the GLBA and its implementing regulations, including Regulation P (12 C.F.R. Part 1016), regarding Lightspark’s collection, use, and sharing of your nonpublic personal information.

11.2 Data Sharing with Grid Switch Partners. You authorize Lightspark to share your information, including personal information, identity verification data, and transaction data, with Grid Switch Partners and other financial institutions as reasonably necessary to: (a) execute and settle Grid Transactions; (b) comply with Applicable Law, including know-your-customer, anti-money laundering, and sanctions requirements; and (c) onboard or maintain your account with such Grid Switch Partners in connection with the Grid Transaction Services.

11.3 Consent. By using the Grid Transaction Services, you consent to Lightspark’s collection, use, processing, storage, and transfer of your data as described in these Terms and the Privacy Policy, including the use of automated decision-making in connection with identity verification, fraud detection, and compliance screening.

12.1 Lightspark Intellectual Property. You understand and acknowledge that Lightspark and its affiliates (including Lightspark Group, Inc.) (or their licensors, as applicable) own and will continue to own all rights (including intellectual property rights), title, and interest in and to the Grid Transaction Services and all related technology, software, algorithms, user interfaces, trade secrets, designs, inventions, and other tangible and intangible material and information (collectively, the “Lightspark Intellectual Property”). Except as expressly provided in these Terms, nothing in these Terms will be deemed to create a license in or under any Lightspark Intellectual Property, and all such rights are hereby expressly reserved.

12.2 Limited License. Subject to your compliance with these Terms, Lightspark grants you a non-exclusive, limited, non-transferable, non-sublicensable, and freely revocable right to access and use the Grid Transaction Services, solely as made available through the Platform and strictly as permitted by these Terms and the Documentation. Lightspark may terminate the license granted in this Section at any time, for any reason or no reason.

12.3 Restrictions. You will not: (a) copy, modify, adapt, translate, or create derivative works of any portion of the Grid Transaction Services; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any portion of the Grid Transaction Services; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Grid Transaction Services to any third party; (d) use the Grid Transaction Services for purposes of developing, using, or providing a product or service that competes with, or provides similar functionality to, the Grid Transaction Services; (e) bypass or breach any security device or protection used for or contained in the Grid Transaction Services; or (f) use the Grid Transaction Services in any manner or for any purpose not expressly permitted by these Terms or the Documentation.

12.4 Feedback. If you provide us any suggestions, recommendations, or other feedback relating to the Grid Transaction Services (collectively, “Feedback”), you hereby assign to us all rights (including intellectual property rights), title, and interest in and to the Feedback. We are free to use the Feedback without providing any attribution or compensation to you, for any purpose whatsoever, although we are not required to use any Feedback.

12.5 Trademark License. You grant Lightspark a limited, non-exclusive, royalty-free, worldwide license to use your name and logo solely to identify you as a user of the Grid Transaction Services in Lightspark’s marketing materials, website, and other communications, subject to any branding guidelines you may provide to Lightspark. You may revoke this license at any time by providing written notice to Lightspark.

In the event any unclaimed property relating to your Internal Account, for any reason, is in the possession of Lightspark and has not been claimed by you or cannot be delivered to you through usual channels, Lightspark shall, upon expiration of any applicable statutory period relating to abandoned property laws, escheat such unclaimed property to the relevant authorities in accordance with the laws of each of the relevant states of the United States. Lightspark reserves the right to cancel, delay, or reverse Orders, or close or suspend any Internal Account if Orders have not been initiated to or from such Internal Account within a rolling twelve (12) month period. Lightspark may charge a dormant account fee to any Internal Account that has had no activity (no Orders initiated to or from such Internal Account) for a period of twelve (12) consecutive months, as disclosed in the Documentation. Lightspark will provide you with notice prior to charging any dormant account fee.

14.1 Suspension or Termination by Lightspark. We may, with or without prior notice, permanently terminate or temporarily suspend your access to the Grid Transaction Services without liability, with or without cause, and for any or no reason, including if, in our sole determination: (a) you violate any provision of these Terms or any Applicable Law; (b) you pose a compliance, legal, fraud, or financial risk to Lightspark; (c) any Grid Switch Partner or regulatory body requires Lightspark to do so; (d) suspicious or unauthorized activity is suspected; (e) you reside in a jurisdiction that is not a supported location or is a Restricted Location; or (f) as required by Applicable Law. Lightspark will use commercially reasonable efforts to notify you via the Platform or email if Lightspark suspends or terminates your account.

14.2 Suspension or Termination by Platform. The Platform may instruct Lightspark to suspend or terminate your access to the Grid Transaction Services, including in connection with a regulatory inquiry, your termination from the Platform’s own services, suspected fraud or misconduct, or any other reason.

14.3 Termination by You. You may request closure of your account at any time by contacting the Platform (or, if you have been granted direct access by Lightspark, by contacting Lightspark directly). Before your account may be closed, you must: (a) complete or cancel all pending Orders; (b) resolve all pending disputes, chargebacks, and claims; (c) clear any negative balance or outstanding amounts owed to Lightspark; and (d) withdraw all remaining fiat currency and digital assets from your Internal Accounts to your External Accounts, or authorize Lightspark to liquidate remaining digital assets at the then-prevailing market price and remit the fiat proceeds, less any applicable fees, to your designated External Account. If you do not withdraw or transfer your remaining funds and digital assets within thirty (30) days of your closure request, Lightspark may liquidate remaining digital assets and remit fiat proceeds to your designated External Account, less applicable fees, or, if Lightspark is unable to deliver such funds to your designated External Account (including due to an invalid or closed account), hold such funds subject to Section 13 (Escheatment and Dormant Accounts). For the avoidance of doubt, the thirty (30) day liquidation right in this Section 14.3 applies to voluntary account closures and is independent of the twelve (12) month dormant account threshold in Section 13, which applies only to accounts that remain open but inactive. Lightspark may delay closure of your account if your account is subject to an ongoing investigation, Hold, Limitation, or Reserve under Section 3.9. Termination of your account does not release you from any obligations incurred prior to termination, including outstanding Grid Transactions, fees, or other amounts owed.

14.4 Effect of Termination. Upon termination of your access to the Grid Transaction Services for any reason: (a) your right to use the Grid Transaction Services will immediately cease; (b) Lightspark reserves the right to cancel, reverse, or decline to complete any Order submitted prior to the effective date of termination, in whole or in part, without liability; (c) all outstanding payment obligations will become due and payable immediately; and (d) Lightspark may hold, reserve, or withhold any funds or digital assets in your Internal Account for a period ending no earlier than one hundred eighty (180) days after the effective date of termination, or until all pending disputes, chargebacks, reversals, claims, investigations, audits, and regulatory inquiries have been finally resolved, whichever is later. During such hold period, Lightspark may set off any amounts you owe to Lightspark against the held funds or digital assets without further notice or consent, including by liquidating digital assets in accordance with Section 7.4. All holds, reserves, and releases shall be subject to Applicable Law, including any unclaimed property or escheatment requirements. Sections of these Terms regarding intellectual property, confidentiality, indemnity, limitation of liability, risk disclosures, and dispute resolution will survive termination.

15.1 Digital Asset Risks. There are risks associated with digital assets, including stablecoins. Loss of principal is possible, and stablecoins may be “depegged,” meaning they cease to maintain a stable value, and such stablecoins may not be redeemable for underlying collateral. Volatility is highly likely, and some of the protocols and platforms may fail entirely due to forking, flaws in the code, hacking, or other malicious attacks. A digital asset’s past performance is not a guarantee or predictor of future performance. You acknowledge that digital asset transactions may be irreversible and that losses due to erroneous, fraudulent, or accidental transactions may not be recoverable. For additional risk disclosures relating to stablecoins, please refer to Exhibit C (Stablecoin Risk Disclosures).

15.2 Network Risks. By using the Grid Transaction Services, you understand that: (a) to the extent the Grid Transaction Services utilize underlying blockchain or distributed ledger networks, Lightspark is not responsible for the operation of such underlying software and networks; (b) there exists no guarantee of functionality, security, or availability of such underlying software or networks; (c) the underlying protocols are subject to sudden changes in operating rules which may materially affect the Grid Transaction Services; (d) Lightspark may decide, in its sole discretion, not to support (or cease supporting) certain blockchain networks entirely; and (e) Lightspark assumes no responsibility whatsoever in respect of any underlying software protocols, except to the extent that Lightspark’s negligence or willful misconduct directly causes a loss in connection with a Grid Transaction.

15.3 Market and Volatility Risks. You acknowledge and accept that the markets for digital assets are highly volatile due to factors including adoption, speculation, technology, security, and regulation. You acknowledge and accept the risk that your digital assets may lose some or all of their value and you may suffer loss due to the fluctuation of prices and/or significant price slippage. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens.

15.4 No Investment Advice; Self-Directed Account. Lightspark is not in the business of providing legal, tax, audit, accounting, brokerage, or other professional services or advice. Information provided by Lightspark through the Grid Transaction Services is informational only and should not be considered a substitute for the services or advice of a competent professional. Information received on or through the Grid Transaction Services, including exchange rates, market data, pricing information, and historical transaction data, may not be accurate, complete, or current and is provided for informational purposes only. You should not rely on any such information as the basis for any financial, investment, or other decision. Your account is self-directed, and you are solely responsible for all Grid Transactions initiated through your account. No fiduciary, advisory, or agency relationship exists between you and Lightspark by reason of these Terms or your use of the Grid Transaction Services.

15.5 Waiver. YOU HEREBY IRREVOCABLY WAIVE, RELEASE, AND DISCHARGE ALL CLAIMS, WHETHER KNOWN OR UNKNOWN TO YOU, AGAINST LIGHTSPARK, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES RELATED TO ANY OF THE RISKS SET FORTH IN THIS SECTION 15, EXCEPT TO THE EXTENT ARISING FROM LIGHTSPARK’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

15.6 Acknowledgment. THE DISCLAIMERS IN THESE TERMS DO NOT REPRESENT A COMPLETE STATEMENT OF RISK FACTORS ASSOCIATED WITH DIGITAL ASSETS OR THE GRID TRANSACTION SERVICES. YOU SHOULD CONSIDER THESE RISK WARNINGS CAREFULLY AND TAKE APPROPRIATE PROFESSIONAL ADVICE BEFORE MAKING ANY DECISION TO USE THE GRID TRANSACTION SERVICES OR TO PURCHASE OR TRADE ANY DIGITAL ASSET.

16.1 General Disclaimer. THE GRID TRANSACTION SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF THE GRID TRANSACTION SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE GRID TRANSACTION SERVICES AND ANY INFORMATION AVAILABLE ON OR THROUGH THE GRID TRANSACTION SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE GRID TRANSACTION SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, LIGHTSPARK DOES NOT WARRANT THAT THE GRID TRANSACTION SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE GRID TRANSACTION SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE GRID TRANSACTION SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

16.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LIGHTSPARK, ITS AFFILIATES, OR THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, THE “LIGHTSPARK PARTIES”) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE GRID TRANSACTION SERVICES. IN NO EVENT WILL THE LIGHTSPARK PARTIES’ AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE GRID TRANSACTION SERVICES EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO LIGHTSPARK IN CONNECTION WITH THE GRID TRANSACTION SERVICES DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE; AND (B) ONE HUNDRED U.S. DOLLARS ($100.00). THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF LIGHTSPARK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.

16.3 Jurisdictional Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

You will defend, indemnify, and hold harmless the Lightspark Parties from and against any and all claims, damages (whether direct, indirect, incidental, consequential, or otherwise), obligations, losses, liabilities, costs, debts, and expenses (including legal fees) arising from: (a) your access to or use of the Grid Transaction Services; (b) your violation of any term of these Terms, including any breach of your representations and warranties; (c) your violation of any third-party right, including any privacy right or intellectual property right; (d) your violation of any Applicable Law, including Sanctions and Anti-Money Laundering Laws; (e) any inaccurate, incomplete, or misleading information you provide to Lightspark; (f) your willful misconduct; or (g) any third party’s access to or use of the Grid Transaction Services using your credentials or account.

18.1 Unauthorized Transfers — Individual End Users. If you are an Individual End User, the following provisions apply to unauthorized electronic fund transfers from your Internal Account, as required by EFTA/Reg E:

18.2 Unauthorized Transfers — Business End Users. If you are a Business End User, the protections of EFTA and Regulation E do not apply to your Internal Account or Grid Transactions. You are responsible for monitoring your Internal Account and Grid Transaction history and promptly notifying Lightspark of any errors or unauthorized activity. Lightspark will investigate reported errors or unauthorized activity in a commercially reasonable manner but is not obligated to provide provisional credits, adhere to specific investigation timelines, or limit your liability for unauthorized transactions.

18.3 Digital Asset Transactions.

19.1 Governing Law. You agree that: (a) the Grid Transaction Services will be deemed solely based in the State of California; and (b) the Grid Transaction Services will be deemed a passive service that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. These Terms will be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The Federal Arbitration Act (9 U.S.C. §§ 1–16) (as it may be amended, the “FAA”) governs the interpretation and enforcement of the Arbitration Agreement below and preempts all state laws to the fullest extent permitted by Applicable Law. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in San Francisco, California, for any actions for which we retain the right to seek injunctive or other equitable relief.

19.2 Arbitration Agreement.

Certain aspects of the Grid Transaction Services are provided through or facilitated by Grid Switch Partners, including banks, payment processors, and digital asset custodians. Your use of the Grid Transaction Services may be subject to the terms and conditions of one or more Grid Switch Partner agreements (the “Financial Partner Agreements”), which will be made available to you through the Documentation or the Platform’s interface. By using the Grid Transaction Services, you agree to comply with any applicable Financial Partner Agreements. In the event of any conflict between these Terms and a Financial Partner Agreement, these Terms will control as between you and Lightspark, except to the extent that the Financial Partner Agreement is required by Applicable Law or the rules and regulations of the applicable Grid Switch Partner.

21.1 Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void.

21.2 Modifications to These Terms. We may, in our sole discretion, modify or update these Terms from time to time. When we change these Terms in a manner that reduces your rights or increases your responsibilities, we will provide you with at least twenty-one (21) days’ advance notice before such changes become effective, by updating the “Last Modified” date at the top of these Terms and notifying you through the Platform’s interface, by email, or through another method we reasonably select. For changes required by Applicable Law or to address security concerns, Lightspark may provide shorter notice or implement changes immediately. Your continued use of the Grid Transaction Services after such notice constitutes your acceptance of the new Terms. If you do not agree to any part of these Terms or to any future changes, do not access or continue to use the Grid Transaction Services. Lightspark will maintain a log of prior versions of these Terms and make it available upon request.

21.3 Entire Agreement; Severability. These Terms, together with the Privacy Policy, the Exhibits hereto, any applicable Financial Partner Agreements, and any additional agreements you may enter into with us in connection with the Grid Transaction Services, constitute the entire agreement between you and Lightspark concerning the Grid Transaction Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions, which will remain in full force and effect.

21.4 No Waiver. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or of any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

21.5 Third-Party Services. The Grid Transaction Services may integrate with, provide APIs or link to, or otherwise enable you to access or use services, sites, technology, data, content, and resources that are provided or otherwise made available by third parties (collectively, “Third-Party Services”). Your use of Third-Party Services may be subject to additional terms and conditions. Lightspark has no control over and is not responsible for any Third-Party Services, including for the accuracy, availability, reliability, security, or completeness of information shared by or available through them. Lightspark is not an agent, representative, or fiduciary of you or any third party in connection with any Third-Party Service. You, and not Lightspark, are responsible for all fees and charges associated with your use of any Third-Party Services unless otherwise specified in these Terms.

21.6 Export Controls. You understand and acknowledge that the Grid Transaction Services may be subject to export control laws and regulations. You will comply with all applicable import, export, and re-export control and trade and economic sanctions laws and regulations.

21.7 Force Majeure. Lightspark will not be liable for any failure or delay in providing the Grid Transaction Services due to any cause beyond its reasonable control, including acts of war, terrorism, acts of God, earthquakes, floods, pandemics, embargoes, riots, sabotage, labor shortages or disputes, governmental acts, failure or degradation of the internet, or failures of third-party service providers, blockchain networks, or financial institutions.

21.8 California Residents. The provider of the Grid Transaction Services is Lightspark Payments, LLC, 8605 Santa Monica Blvd, PMB 64461, West Hollywood, CA 90069, support@lightsparkpayments.com. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting it in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

21.9 Contact. If you have any questions about these Terms or the Grid Transaction Services, please contact us at support@lightsparkpayments.com.

21.10 Money Transmission Licensing. Lightspark Payments, LLC is a wholly owned subsidiary of Lightspark Group, Inc. and is registered as a money services business with the Financial Crimes Enforcement Network (“FinCEN”) and holds money transmission licenses and/or registrations in the states where required to provide the Grid Transaction Services. NMLS #2429193. You may verify Lightspark’s licensing status at the Nationwide Multistate Licensing System & Registry Consumer Access website at www.nmlsconsumeraccess.org. A complete list of state licenses held by Lightspark, together with state-specific disclosures, complaint filing procedures, and contact information for state regulators, is available at www.lightspark.com/licenses (the “Licenses Page”). The Licenses Page is incorporated by reference into these Terms. If you have a complaint about the Grid Transaction Services, you may contact Lightspark at support@lightsparkpayments.com or 1-805-557-8917. You may also contact your state’s financial regulator using the contact information set forth on the Licenses Page.

21.11 Financial Partner Disclosure. Certain Grid Transaction Services are provided through or facilitated by Grid Switch Partners and other financial institutions. A list of Lightspark’s Grid Switch Partners, and any applicable Financial Partner Agreements, is available in the Documentation. You acknowledge that your use of the Grid Transaction Services may require you to agree to the terms and conditions of one or more Grid Switch Partners, and that such Grid Switch Partners may have their own privacy policies, terms of service, and compliance requirements.

21.12 Subcontractors. Lightspark may use subcontractors, agents, and other third-party service providers (including Grid Switch Partners, banking partners, payment processors, and digital asset custodians) to perform any of its obligations or exercise any of its rights under these Terms, including the provision of the Grid Transaction Services. Lightspark shall remain responsible to you for the performance of the Grid Transaction Services notwithstanding its use of any subcontractor. For the avoidance of doubt, Grid Switch Partners and sub-custodians referenced in Sections 3.6, 4.5, and 20 are subcontractors of Lightspark for purposes of these Terms.

Error Resolution Notice

In Case of Errors or Questions About Your Grid Transactions

Contact us at support@lightsparkpayments.com, call us at 1-805-557-8917, or write to us at Lightspark Payments, LLC, 8605 Santa Monica Blvd, PMB 64461, West Hollywood, CA 90069.

Tell us AT ONCE if you believe that an electronic fund transfer has been made without your permission using the Grid Transaction Services. Telephoning is the best way of keeping your possible losses down. You could lose all the money in your Internal Account.

What is an “Error”?

An “Error” means: (a) an incorrect amount was debited or credited to your Internal Account in connection with a Grid Transaction; (b) an unauthorized Grid Transaction was made from your Internal Account; (c) a Grid Transaction was not properly credited or debited to your Internal Account; (d) a required transaction receipt or confirmation was not made available to you; (e) a computational or bookkeeping error was made by Lightspark in connection with a Grid Transaction or your Internal Account; or (f) you request additional information or clarification concerning a Grid Transaction.

The following are not Errors: (i) a Grid Transaction that you (or someone you authorized) initiated, even if you later change your mind; (ii) a Grid Transaction that was properly initiated but not completed due to insufficient funds; (iii) a Grid Transaction that was declined by Lightspark in accordance with these Terms; (iv) routine inquiries about your Internal Account balance; (v) requests for duplicate transaction receipts or confirmations; (vi) market fluctuations in the value of digital assets; or (vii) Grid Transactions that you dispute solely because of a change in the value of a digital asset after the Grid Transaction was executed.

How to Report an Error

You must notify us of any Error within sixty (60) days after the Error first appeared on your transaction history or the date the transaction receipt was made available to you, whichever is earlier. When you contact us: (1) tell us your name and account information; (2) describe the Error and why you believe it is an Error; and (3) tell us the dollar amount or digital asset amount of the suspected Error, to the extent known.

If you notify us orally, we may require you to send us your complaint or question in writing within ten (10) Business Days. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we may extend the time periods specified above.

Our Investigation – Individual End Users

The following investigation timelines and provisional credit obligations apply if you are an Individual End User, as required by EFTA/Reg E:

We will determine whether an Error occurred within ten (10) Business Days after we receive your notice and will correct any Error promptly. If we need more time, however, we may take up to forty-five (45) days to investigate your complaint or question. If we decide to do this, we will credit your Internal Account within ten (10) Business Days for the amount you think is in error, so that you will have the use of the funds during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) Business Days, we may not credit your Internal Account.

For Errors involving new Internal Accounts (accounts open for thirty (30) days or less), point-of-sale transactions, or foreign-initiated transactions, we may take up to ninety (90) days to investigate your complaint or question, and we may take up to twenty (20) Business Days to credit your Internal Account for the amount you think is in error.

Digital Asset Transactions. The error resolution procedures described in this Exhibit A apply to electronic fund transfers involving fiat currency only. Grid Transactions involving only Digital Assets are not covered by EFTA or Regulation E. Digital Asset transactions may be irreversible, and Lightspark may not be able to cancel, reverse, or recover Digital Assets sent in error or through unauthorized activity. If you believe an error or unauthorized transaction has occurred involving Digital Assets, please contact us using the information above. We will investigate in a commercially reasonable manner, but are not obligated to provide provisional credits, adhere to specific investigation timelines, or limit your liability for unauthorized Digital Asset transactions. See Section 18.3 of the Terms for additional information.

Results of Our Investigation — Individual End Users

We will tell you the results within three (3) Business Days after completing our investigation. If we determine that there was no Error, we will send you a written explanation. If we credited your Internal Account on a provisional basis during the investigation, we may reverse the credit. You may ask for copies of the documents that we used in our investigation.

Remittance Transfers

For any Grid Transaction that constitutes a “remittance transfer” as defined under Regulation E, Subpart B (12 C.F.R. § 1005.30), the following error resolution procedures apply in lieu of the general procedures above:

1. Reporting Window. You have up to 180 days after the disclosed date of availability of the remittance transfer to report an error.

2. Types of Errors. In addition to the errors described above, errors for remittance transfers include: (a) an incorrect amount paid by the designated recipient; (b) a failure to make funds available to the designated recipient by the disclosed date of availability; and (c) a failure to provide the required pre-payment or receipt disclosures.

3. Investigation and Resolution. We will investigate and determine whether an error occurred within 90 days of receiving your notice of error. If we determine an error occurred, we will remedy the error within one business day of such determination, which may include, as applicable, a refund, resending the transfer, or making additional funds available to the designated recipient.

4. Provisional Credit. If we are unable to determine within 10 business days whether an error occurred, we will provisionally credit your Internal Account for the amount of the alleged error (less any fees imposed) within 10 business days while we continue our investigation.

Our Investigation — Business End Users

If you are a Business End User, the protections of EFTA and Regulation E do not apply to your Internal Account or Grid Transactions. You are responsible for monitoring your Internal Account and Grid Transaction history and promptly notifying us of any errors or unauthorized activity. We will investigate reported errors or unauthorized activity in a commercially reasonable manner, but are not obligated to provide provisional credits, adhere to specific investigation timelines, or limit your liability for unauthorized transactions. The specific protections described above for Individual End Users do not apply to Business End Users.

State-Specific Disclosures

Lightspark maintains a comprehensive, up-to-date set of state-specific licensing disclosures, complaint filing procedures, and regulatory contact information on its Licenses Page at www.lightspark.com/licenses. The Licenses Page includes, for each state in which Lightspark holds a money transmission license or registration: (a) the applicable license type and number; (b) the name and contact information for the state regulatory agency; and (c) state-required disclosures, including complaint procedures and, where required, disclosures regarding the nature of digital assets and the absence of FDIC or SIPC insurance coverage.

The Licenses Page is incorporated by reference into these Terms. In the event of a conflict between the state-specific disclosures on the Licenses Page and the main body of these Terms, the state-specific disclosures will control with respect to the applicable state.

You are encouraged to review the Licenses Page for disclosures applicable to your state of residence. If you have a complaint about the Grid Transaction Services, you may contact Lightspark at support@lightsparkpayments.com or 1-805-557-8917. If your complaint is not resolved to your satisfaction, you may contact your state’s financial regulator using the contact information provided on the Licenses Page.

Stablecoin Risk Disclosures

The following risk disclosures supplement the general risk disclosures in Section 15 of these Terms and apply to your use of stablecoins (including USDC and any other stablecoin supported by the Grid Transaction Services) through the Grid Transaction Services.

1. General. Stablecoins are a type of digital asset that are designed to maintain a stable value relative to a reference asset (such as the U.S. dollar). However, the value of a stablecoin is not guaranteed, and stablecoins are subject to the risks described below and in Section 15 of these Terms. Stablecoins are not legal tender and are not backed by the full faith and credit of any government.

2. Stability and Valuation Risks. There is no guarantee that a stablecoin will maintain a stable value at or near its target price. A stablecoin may “depeg,” meaning its market price may deviate significantly from its target price, temporarily or permanently. The value of a stablecoin depends on, among other things: (a) the sufficiency, quality, and liquidity of the reserves or collateral backing the stablecoin; (b) the ability and willingness of the stablecoin issuer to honor redemption requests; (c) market supply and demand; (d) regulatory actions or changes in law; and (e) the operational and financial condition of the stablecoin issuer and its counterparties.

3. Reserve and Collateral Risks. The reserves or collateral backing a stablecoin may not be sufficient to support redemption of all outstanding stablecoins at par value. Reserves may be invested in assets that are subject to credit risk, interest rate risk, or liquidity risk. You may not have a direct claim on the reserves backing a stablecoin. In the event of the insolvency or bankruptcy of the stablecoin issuer, you may be treated as an unsecured creditor and may lose some or all of the value of your stablecoin holdings.

4. Redemption Risks. The ability to redeem stablecoins for the underlying reference asset (e.g., U.S. dollars) is subject to the terms and conditions of the stablecoin issuer and may be limited, delayed, or suspended. Lightspark does not guarantee the redeemability of any stablecoin.

5. Issuer and Counterparty Risks. The stablecoin issuer may fail, become insolvent, be subject to regulatory action, or cease operations. Lightspark is not the issuer of any stablecoin and has no control over the operations, governance, or solvency of any stablecoin issuer. Lightspark makes no representations or warranties regarding the financial condition, governance, regulatory compliance, or continued operation of any stablecoin issuer.

6. Regulatory Risks. The regulatory treatment of stablecoins is evolving and uncertain. Stablecoins may be subject to new or changed laws, regulations, or regulatory interpretations that could materially affect their value, usability, or availability. Regulatory authorities may take enforcement action against stablecoin issuers, custodians, or intermediaries, which could affect your ability to hold, transfer, or redeem stablecoins through the Grid Transaction Services.

7. Technology and Cybersecurity Risks. Stablecoins are subject to the same technology and cybersecurity risks as other digital assets, including risks related to smart contract vulnerabilities, blockchain network failures, hacking, and other malicious attacks.

8. No Deposit Insurance. Stablecoins are not deposits and are not insured by the FDIC, SIPC, or any other governmental, public, or private insurer. The protections available to customers of FDIC-insured depository institutions do not apply to stablecoins.

9. Acknowledgment. BY USING THE GRID TRANSACTION SERVICES TO HOLD, RECEIVE, SEND, OR CONVERT STABLECOINS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE RISKS DESCRIBED IN THIS EXHIBIT C AND IN SECTION 15 OF THESE TERMS, AND YOU ACCEPT ALL SUCH RISKS.