Nautzero Platform Services Agreement

This Nautzero Platform Services Agreement ("Agreement") is entered into by and between the Provider, a company specializing in providing exclusive financial services to super yacht owners, and the individual or entity accepting these terms ("Customer"), collectively referred to as the "Parties". By clicking "I Accept," creating an account, or using any of the Services, the Customer agrees to be bound by this Agreement. If the Customer does not agree to this Agreement, the Customer must not use the Services.

WHEREAS, the Provider offers a prepaid payment card service, bank transfer services, and an expense management platform designed to meet the unique needs and demanding lifestyle of the Customer, providing a sophisticated and convenient financial tool for transactions, transfers, and management of funds; and

WHEREAS, the Customer desires to utilize the prepaid payment card, banking  service and expense management platform offered by the Provider, as well as the terms outlined herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Services 

The Provider agrees to supply the following: (a) a prepaid payment card and other necessary services for such card to function ("Prepaid Payment Card"); and (b) bank transfer services enabling the Customer to initiate transfers from the Customer's account to designated beneficiary bank accounts ("Bank Transfer Services"), together with access to an expense management platform to the Customer ("Platform", collectively referred to as "Services"). The Bank Transfer Services enable the Customer to initiate transfers from the Customer's account to third-party bank accounts in supported currencies and jurisdictions. All Bank Transfer Services are subject to availability, applicable currency and country restrictions, and the Airwallex ToS. The Provider does not execute bank transfers directly; all fund transfers are processed exclusively by the EMI and the Provider shall have no liability for any delay, failure, or error in the execution of any bank transfer.

The Services are intended solely for business, commercial, or professional use. Customer represents and warrants that they are entering into this Agreement in a business capacity and not as a consumer. Customer acknowledges that consumer protection laws do not apply to this Agreement. The Customer agrees to use the Services in a fair and reasonable manner. Without limiting the foregoing, the Customer shall not create excessive numbers of virtual cards that remain unused or underutilized. The Provider reserves the right, in its sole discretion, to: (a) limit the number of virtual cards the Customer may create; (b) charge the Customer for virtual cards that remain unused for more than thirty (30) days after issuance; (c) cancel unused virtual cards without notice; and (d) suspend or terminate the Customer's access to the Services if, in the Provider's sole judgment, the Customer's usage patterns are abusive, unreasonable, or otherwise detrimental to the Provider's business. The Provider shall not be liable for any loss or damage arising from the exercise of its rights under this Section.

2. Fees 

The Customer shall pay an annual subscription fee and all other charges as per the Fee Schedule annexed hereto. 

The Provider is authorized to automatically deduct any fees from the Customer's account as a condition for the Customer's access to and use of the Services. 

The subscription fee shall be charged prior to the activation of the Services and subsequently on an annual basis at the commencement of each renewal term.

3. Currency and Conversion 

The official currency of this Agreement shall be the United States Dollar (USD). 

The Customer is permitted to open accounts in other currencies as made available by the Provider. Any currency conversion shall be executed as per the fees in the Fee Schedule. In addition to the exchange rate, a markup fee as specified in the Fee Schedule will be applied to all currency conversions.

4. Pricing Changes 

The Provider reserves the right to modify the pricing of the Services annually. Any changes to the pricing will be communicated to the Customer at least 30 days prior to the end of the current term.

5. Term and Termination 

This Agreement shall commence upon the date specified below, and shall continue for a period of 12 months. Either party may terminate this Agreement by providing written notice to the other party at least thirty (30) days before the renewal term. Provider may also terminate this Agreement immediately upon written notice if Customer: (a) breaches any material term of this Agreement and fails to cure such breach within ten (10) days after written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy; or (c) engages in any fraudulent, illegal, or harmful activity in connection with the Services. Failure to terminate in writing will result in automatic renewal for another 12-month term.

The Parties agree and acknowledge that after termination or expiration of this Agreement Provider shall release to the Customer any funds remaining in the account of the Customer after deduction of any amount then due to Provider in accordance with the Agreement.

6. Intellectual Property Rights 

The Provider grants the Customer a non-exclusive, non-transferable, revocable license to use the expense management Platform provided by the Provider. This license is for the sole purpose of enabling the Customer to use and enjoy the benefits of the Platform as permitted by this Agreement

The Customer acknowledges that all intellectual property rights in the Platform and any related documentation are owned by the Provider or the Provider's licensors. The Customer shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means, or attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Platform.

7. Limitation of Liability 

To the maximum extent permitted by applicable law, the Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from: (a) the Customer's access to or use of or inability to access or use the Services; (b) any conduct or content of any third party on the Services; (c) any content obtained from the Services; (d) unauthorized access, use, or alteration of the Customer's transmissions or content; (e) any delay, failure, or error in the execution of any bank transfer or card transaction by the EMI, correspondent banks, or payment intermediaries; or (f) any acts or omissions of the EMI, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not the Provider has been informed of the possibility of such damage. Subject to the foregoing, the Provider's total aggregate liability to the Customer for any and all claims arising out of or relating to this Agreement shall not exceed the lesser of: (i) the total fees actually paid by the Customer to the Provider in the twelve (12) months immediately preceding the event giving rise to the claim; or (ii) one thousand United States Dollars (USD $1,000). This limitation applies regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and shall survive termination of this Agreement.

8. Indemnification 

The Customer agrees to defend, indemnify, and hold harmless the Provider and its licensee and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of: (a) the Customer's use and access of the Services, by the Customer or any person using the Customer's account and password; (b) a breach of this Agreement; (c) content posted on the Services; (d) any violation by the Customer or any beneficiary of any applicable anti-money laundering, sanctions, anti-terrorism financing, or other financial crime laws or regulations; (e) any transfer to or from a sanctioned person, entity, or jurisdiction; (f) any inaccurate, incomplete, or misleading information provided by the Customer to the Provider or the EMI; or (g) any claim by a beneficiary or third party arising from a bank transfer initiated by the Customer. The Customer represents and warrants that: (i) neither the Customer nor any of its beneficial owners, directors, officers, or authorized signatories is a Politically Exposed Person, a sanctioned person, or located in a sanctioned jurisdiction; (ii) the Customer will not use the Services, directly or indirectly, for any unlawful purpose or in violation of any applicable sanctions, anti-money laundering, or anti-terrorism financing laws; and (iii) the Customer will not initiate any bank transfer to a beneficiary that is a sanctioned person or located in a sanctioned jurisdiction. The Customer shall immediately notify the Provider if any of these representations ceases to be true. This indemnification obligation shall survive termination of this Agreement.

The Provider agrees to indemnify the Customer against any third-party intellectual property infringement claims related to the Platform, limited to the total fees paid by the Customer in the last twelve (12) months. The Customer must promptly notify the Provider of any claim and allow the Provider to control the defense. The Provider's liability is capped at the amount the Customer has paid for the service in the preceding year.

9. Data Protection and Sharing of Data

The Provider is committed to protecting the privacy and security of personal data processed in connection with the services provided under this Agreement. The Provider shall comply with all applicable data protection laws and regulations in the handling, processing, and storage of personal data. The Customer acknowledges and agrees that the Provider's data protection practices are aligned with the terms of the Airwallex Terms of Service (“Airwallex ToS”), which are incorporated by reference into this Agreement.

10. Governing Law and Dispute Resolution 

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, this Agreement shall be instituted exclusively in the courts of the State of Delaware, in particular, the Court of Chancery. The Customer consents to the jurisdiction of such courts and waives any and all objections to the exercise of jurisdiction over them and to the venue of such courts.

11. Compliance with Airwallex ToS 

The Customer acknowledges that the use of the Services, including the Prepaid Payment Card and Bank Transfer Services, is subject to the Airwallex ToS, including but not limited to Customer due diligence, safety and security, fees, intellectual property, data and privacy, and liability and indemnity provisions. 

By using any of the Services provided by Provider, the Customer acknowledges that they have read, understood, and agree to be bound by this Agreement and the Airwallex ToS, as each may be amended from time to time.The Airwallex ToS are available via this link: https://www.airwallex.com/us/terms/nautzero-scale

12. Payment Services Provider Relationship

12.1 Provider is not a regulated payment service provider or electronic money issuer. The Services, including the Prepaid Payment Card and Bank Transfer Services, operate in partnership with Airwallex (the "EMI"), an authorised Electronic Money Institution, which is solely responsible for maintaining the e-money account and executing bank transfers on the Customer's behalf. The Customer's sole recourse for any claims relating to the execution of bank transfers or the holding of funds shall be against the EMI, and not against the Provider.

12.2 At no time does Provider hold, control, or have access to Customer funds. All funds are held and managed exclusively by the EMI, and all regulatory obligations, including KYC and customer due diligence, are the sole responsibility of the EMI.

12.3 The technical platform used for the Services is provided by Provider. Provider does not at any time provide regulated payment services, hold, control, or access Customer funds. All regulated payment services, including the holding, transfer, and transmission of funds, and the execution of bank transfers, are provided exclusively by the EMI. Provider's role is limited to providing the technology platform and transmitting the Customer's instructions to the EMI.

12.4 The Customer acknowledges that Provider does not distribute or redeem electronic money. All issuance, distribution, and redemption of electronic money is the exclusive responsibility of the EMI.

12.5 As a condition of accessing and using the Services, including the Prepaid Payment Card and Bank Transfer Services, the Customer must review and expressly accept the EMI's terms and conditions (provided at the time of account opening). The Customer acknowledges and agrees that they will not be able to use the Services unless and until they have accepted the EMI's terms. Continued use of any of the Services constitutes ongoing acceptance of the EMI's terms and conditions, as amended from time to time by the EMI.

13. Changes to Agreement 

The Provider reserves the right to modify or replace this Agreement at any time. If a revision is material, the Provider will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at the Provider's sole discretion.

 

This Agreement shall be effective upon the earlier of: (a) the Customer clicking "I Accept" or similar affirmative action indicating acceptance; or (b) the Customer's first use of any of the Services. The Customer acknowledges that electronic acceptance of this Agreement shall have the same legal effect as a handwritten signature.

Fee Schedule