1. Parties, Formation and Eligibility

1.1 Parties

This COMO Platform Agreement (the 'Platform Agreement') is concluded between the Client and COMO Digital Life S.à r.l., a société à responsabilité limitée, registered with the Luxembourg Trade and Companies Register under number B189542, with registered office at 1-5, rue de l'Innovation, L-1896 Kockelscheuer, Luxembourg ('CDL S.à r.l.').

The Client is the company that accepts this Platform Agreement in the course of its onboarding, as identified in the Onboarding Record (the 'Client').

Each of CDL S.à r.l. and the Client is a 'Party', and together they are the 'Parties'.

The regulated payment services within the COMO Platform are provided exclusively by COMO DL S.A. ('CDL S.A.'), a société anonyme, registered with the Luxembourg Trade and Companies Register under number B208603, authorized as a payment institution and supervised by the Commission de Surveillance du Secteur Financier under license number Z00000013, as the Service Provider under the COMO Pay PSD2 Framework Contract (the “COMO Pay Framework Contract”).

COMO means CDL S.à r.l. and CDL S.A. together, each of them individually a 'COMO entity'.

1.2 COMO Financial Infrastructure Platform

(a) The COMO Platform is a single, integrated financial infrastructure Platform in which financial technology services, multi-currency accounts, payments, foreign exchange, and further financial services work together on one platform. CDL S.à r.l. has built the COMO Platform and makes it available to the Client under this Platform Agreement. Each Service within the COMO Platform is provided by the entity best placed to deliver it: CDL S.à r.l. provides the technology-based Services, CDL S.A. provides the regulated payment services as the authorized payment institution strictly within perimeter of its license, and a several Services may also be delivered by a designated COMO entity together with, or through, a third-party provider.

(b) Each Service Annex designates the specific entity or entities that provide the relevant Service (the "Service Provider"), and the Service Provider is the Client's sole counterparty for that Service. Where any part of a Service requires an authorization under Applicable Law, CDL S.A. provides that part as the authorized payment institution, acting within the perimeter of its license. Each Service Provider is liable only for the Service it provides, and no COMO entity is liable for the obligations of another COMO entity or of any other Service Provider. Nothing in this Platform Agreement extends the authorization held by CDL S.A. to any other entity.

1.3 Acceptance of the Agreement

(a) This Platform Agreement is concluded when the Client accepts it by ticking the acceptance box on the COMO Website or the COMO Platform. The date of that acceptance constitutes the "Effective Date". Electronic acceptance has the same legal effect as a handwritten signature, and no Party may contest the validity of this Platform Agreement on the ground that it was concluded by electronic means. CDL S.à r.l. retains a record of acceptance, and that record constitutes evidence of the formation of this Platform Agreement. The person who accepts on behalf of the Client represents that they are authorized to bind the Client. CDL S.à r.l. may request evidence of that authority and may suspend the Services until it receives that evidence.

(b) For an existing client of CDL S.A., this Platform Agreement is concluded by the notice given under Section 2.8 of the COMO Pay Framework Contract by CDL S.A. In this case CDL S.A. acts in the name and on behalf of CDL S.à r.l. solely for the delivery of that notice and the conclusion of this Platform Agreement. The date stated in that notice constitutes the Effective Date of this Platform Agreement for that client. The client is deemed to have accepted this Platform Agreement if it does not reject it in writing before the Effective Date, and no electronic acceptance box is required. CDL S.à r.l. retains the record of the notice, and that record constitutes evidence of the formation of this Platform Agreement. For such a client, COMO Pay continues under Section 2.8 of the COMO Pay Framework Contract, and Section 1.4(b) of Platform Agreement does not apply.

1.4 Access to the COMO Platform

(a) The Client enters the COMO Platform by activating COMO Pay through the acceptance of the COMO Pay Framework Contract provided exclusively by CDL S.A. With an active COMO Pay subscription, the Client can activate every other Service that the COMO Platform offers and enjoy the full range of the COMO Platform. The Client therefore keeps COMO Pay active at all times during the term of this Platform Agreement. This Platform Agreement takes effect on the Effective Date and remains in force until it is terminated in accordance with Section 14.

(b) Acceptance of this Platform Agreement by ticking the acceptance box is the Client's first step into the COMO Platform, and the Services become available to the Client only once the onboarding set out in this Section is complete and the Client has paid the applicable Fees in advance. Together with this Platform Agreement, by ticking the acceptance box, the Client accepts the COMO Pay Framework Contract, under which CDL S.A. provides COMO Pay. CDL S.A. then performs the onboarding and compliance checks of the Client. Where the checks are successful, CDL S.A. confirms their completion, the activation of COMO Pay takes effect and access to the Services begins. CDL S.A. may decline the Client without stating reasons, to the extent Applicable Law permits. If CDL S.A. declines the Client, or if the activation of COMO Pay does not take effect within one (1) month of the Effective Date for a reason attributable to the Client, this Platform Agreement ends automatically, unless CDL S.à r.l. grants an extension in writing at its sole discretion. Fees for services already rendered by CDL S.à r.l. or other COMO entities remain due, and the return of funds is governed by this Platform Agreement or the respective Service Annex.

1.5 Designed for Business

CDL S.à r.l. and the relevant Service Providers designated in Service Annexes provide the Services for business clients only. The Client represents and warrants, on a continuing basis throughout the term of this Platform Agreement, that it acts in the course of its business, that it uses the Services exclusively for business purposes, and that it does not qualify as a consumer under any Applicable Law. The Client shall notify CDL S.à r.l. in writing and without undue delay if any of these representations and warranties cease to be true and accurate. Each COMO entity may at any time require the Client to provide evidence, in form and substance satisfactory to it, that the Client complies with this Section. If the Client fails to provide such evidence within the period stated in that COMO entity's request, or if the Client ceases to comply with this Section, the relevant COMO entity may suspend or terminate the affected Service in accordance with Section 13 or Section 14.

2. Structure of the Platform Agreement

2.1 Structure of Platform Agreement and Service Annexes

(a) This Platform Agreement is an umbrella agreement between CDL S.à r.l. and the Client. The Annexes identified in Section 19 as Service Annexes (the "Service Annexes") and as Supplementary Annexes (the "Supplementary Annexes") are incorporated into and form part of this Platform Agreement. Each Service Annex governs a specific Service and applies where the Client activates that Service, remaining applicable for as long as the Service stays active.

(b) The COMO Pay Framework Contract provided exclusively by CDL S.A. is the Service Annex that the Client activates upon entering the COMO Platform in accordance with Section 1.4, and it remains active at all times during the term of this Platform Agreement. The Supplementary Annexes apply at all times during the term of this Platform Agreement. This Platform Agreement applies to every Service, whichever Service Provider provides it. The body of this Platform Agreement governs every matter that an Annex does not address. Operational requirements, service availability commitments, fees, and data processing terms are governed exclusively by the relevant Annexes.

2.2 Activation of Services by Client

(a) The Client activates a specific Service by ticking the acceptance box presented on the COMO Platform or COMO Website or by signing an order form, or by any other means that CDL S.à r.l. makes available to the Client. Acceptance of a Service Annex by electronic means has the same legal effect as a handwritten signature.

(b) Each activation takes effect only upon the Service Provider's acceptance and upon completion of the compliance and due diligence checks that the Service Provider considers necessary. The Service Provider may decline an activation or make it subject to conditions, and the Service Provider is not required to state its reasons where Applicable Law permits.

(c) CDL S.à r.l. records each activated Service in the Onboarding Record. Upon activation, the Service Annex governing that Service is incorporated into this Platform Agreement and takes effect between the Client and the Service Provider named in that Service Annex, without any amendment to this Platform Agreement. The Service Provider may modify, replace, or withdraw a Service or any feature of a Service at any time. The applicable Annexes govern the notices regime and the effect of any such change.

2.3 Precedence order

In the event of a conflict between the documents forming this Platform Agreement, the following order of precedence applies. Each document prevails over the documents ranked below it, solely to the extent of the inconsistency.

Where documents of the same rank conflict, each document governs within its own subject matter. In the event of any conflict between the COMO Pay Framework Contract and this Platform Agreement, a Supplementary Annex or any other Annex, the COMO Pay Framework Contract prevails to the extent of the inconsistency.

3. Term

3.1 Term of the Platform Agreement

(a) This Platform Agreement takes effect on the Effective Date and remains in force until terminated by a Party in accordance with Section 14. Each Supplementary Annex remains in force for the entire term of this Platform Agreement. Each Service Annex enters into force upon activation of the relevant Service by the Client and remains in force for as long as that Service remains active. Each Service Annex may provide for its own term, renewal, termination rights, notice periods, and consequences of termination, and those provisions prevail over this Section in accordance with the order of precedence set out in Section 2.3 of this Platform Agreement. Termination of a Service Annex other than the COMO Pay Framework Contract does not affect this Platform Agreement, the Supplementary Annexes, or any other Service Annex, each of which remains in force. An active COMO Pay Framework Contract constitutes a condition of the Client's participation in the COMO Platform under Section 1.4, and the Client is accordingly not entitled to terminate the COMO Pay Framework Contract and continue to use any other Service.

(b) A notice of termination of the COMO Pay Framework Contract, whether given by the Client or by CDL S.A., constitutes at the same time a notice of termination of this Platform Agreement and of every other Annex, and this Platform Agreement and every Annex terminate with effect from the date on which the COMO Pay Framework Contract terminates, unless CDL S.à r.l. confirms in writing, at its sole discretion, that one or more Services remain in force for the period and on the terms stated in that confirmation. Termination of this Platform Agreement terminates every Annex, with the exception of the COMO Pay Framework Contract, with effect from the same date. .

(c) Termination of this Platform Agreement by CDL S.à r.l. under Section 14.2 or Section 14.3 does not terminate the COMO Pay Framework Contract. In that case the COMO Pay Framework Contract continues between the Client and CDL S.A. as the framework contract for payment services, until it terminates in accordance with its own terms. The decision to terminate the COMO Pay Framework Contract is taken exclusively by CDL S.A. or by the Client under that contract. Termination under this Section is without prejudice to any rights and obligations accrued before the date of termination, including the Client's obligation to pay all Fees due, and the consequences of termination of the COMO Pay Framework Contract for the fees payable under it are governed exclusively by that Framework Contract.

4. Fees, Invoicing and Taxes

4.1 Fees

(a) The Client shall pay all fees, charges, and commissions applicable to the Services it uses under the respective Service Annex (the "Fees"). The Fees for each Service are set out in the Pricing Schedule applicable to the Service Annex governing that Service. Where a Service Annex itself states a fee, or refers to its own pricing terms, that fee or those pricing terms apply to that Service in accordance with the order of precedence set out in Section 2.3 of this Platform Agreement. The Fees payable for COMO Pay, including the applicable subscription fees, are governed exclusively by the COMO Pay Framework Contract and the COMO Pay Pricing Schedule applicable to it.

(b) Unless a Service Annex or its applicable Pricing Schedule expressly provides otherwise, all Fees are exclusive of taxes, are payable in the currency stated in the applicable Pricing Schedule and are non-refundable once paid or invoiced. The Client's obligation to pay the Fees for a Service arises upon activation of that Service and continues for as long as the Service remains active, regardless of the extent to which the Client actually uses the Service. The relevant COMO entity may revise the Fees in accordance with Section 15, and where a Service Annex or its applicable Pricing Schedule provides its own regime for fee changes, that regime governs the Fees under that Service Annex.

4.2 Payment of Fees

(a) Unless a Service Annex or the applicable Pricing Schedule provides otherwise, the Client shall pay all Fees in advance. Subscription Fees for the initial subscription period are payable before activation of the relevant Service, and subscription Fees for each renewal period are payable no later than three (3) months before the start of that renewal period unless a Service Annex or the applicable Pricing Schedule provides otherwise. Neither CDL S.à r.l. nor the relevant COMO entity activates a Service until the Client has paid the Fees for that Service in advance. The Client may also pay any Fee by a payment method that CDL S.à r.l. makes available on the COMO Website or the Platform.

(b) If the Client does not pay the Fees for a renewal period by the date stated in paragraph (a), the relevant COMO entity may deactivate the affected Service with immediate effect, without prejudice to the Client's obligation to pay the amounts owed and to Sections 13 and 14.

(c) The Client shall pay the Fees under each invoice to the COMO entity that issued it and rendered the respective Services under the relevant Service Annex activated by the Client or, where an appointment under Section 4.3(b) applies, to the collecting COMO entity identified in the invoice.

4.3 Collection of Fees and other Amounts from Clients

(a) Each COMO entity invoices the Client for the Services it renders under the respective Service Annex, collects the corresponding Fees, and remains solely entitled to them, unless an appointment under paragraph (b) applies. Each invoice identifies the issuing COMO entity. Each COMO entity may collect the amounts payable to it under this Platform Agreement and the respective Service Annex in any of the following ways, individually or in combination and in the order it selects, including but not limited to: a credit transfer by the Client, a payment by the Client by credit or debit card or another payment method available on the COMO Platform and COMO Website, a charge to a payment method the Client has registered for that purpose, an assignment of the debt to CDL S.A. and a debit from the Client's payment account under paragraph (c) of Section 4.3, or a SEPA direct debit under the mandate granted in accordance with Section 4.4. The manner of collection alters neither the amount owed nor its due date, and every manner remains available if another fails.

(b) The COMO entities may, at their sole discretion, appoint one COMO entity to collect all amounts payable under this Platform Agreement and the Service Annexes, and may change or end that appointment at any time without the Client's consent. In that case the invoice also identifies the collecting COMO entity, and payment to it discharges the Client as if made to the invoicing COMO entity. The appointment is an administrative measure: it does not transfer any receivable, does not create any joint or several liability between the COMO entities.

(c) CDL S.à r.l. may at any time, at its sole discretion, assign to CDL S.A. any debt the Client owes to CDL S.à r.l. under this Platform Agreement or a Service Annex, without notice to the Client, and the Client accepts each assignment in advance. The Client consents to CDL S.A. debiting any amount due and payable to CDL S.A., including assigned debts from CDL S.à r.l., from any payment account the Client holds with CDL S.A., in accordance with the COMO Pay Framework Contract. This consent constitutes the Client's payment instruction for each debit.

(d) If the Client does not pay an amount when it falls due, the relevant COMO entity entitled to this amount may recover it by a debit under paragraph (c) and, where the debit does not cover the full amount, by any other means available under Applicable Law, judicial proceedings, and enforcement measures. The Client remains liable for the full amount until full payment and shall reimburse the relevant COMO entity all costs of the recovery, including collection agency costs, court costs, and lawyers’ fees. Nothing in this Section limits or excludes any right or remedy of a relevant COMO entity under Applicable Law.

4.4 SEPA Direct Debit Mandate

Each COMO entity, which provide Services under relevant Service Annexes may introduce the collection of the amounts payable to it by SEPA direct debit, as one of the ways of collection under Section 4.3(a). In that case the Client shall, upon first request, grant a SEPA business-to-business direct debit mandate over a bank account of the Client or payment account with another licensed institution to that COMO entity or, where an appointment under Section 4.3(b) applies, to the collecting COMO entity, register the mandate with its bank within ten (10) Business Days of the request, and maintain the mandate, and a sufficient balance, for as long as Fees, taxes, or other amounts may fall due under this Platform Agreement and any activated Service Annex. The COMO entity that holds the mandate may collect under it the Fees and other amounts the Client owes under this Platform Agreement and any activated Service Annex, with the pre-notification set out in the applicable Pricing Schedule or in the mandate. Collections run under the SEPA business-to-business scheme, consistent with the Client's use of the Services for business purposes under Section 1.5. Where a collection fails or the mandate lapses, the Client grants a replacement mandate upon first request.

4.5 No Set-Off and Default Interest

The Client shall pay all amounts due under this Platform Agreement and applicable Service Annexes in full, without any set-off, counterclaim, deduction, or withholding of any kind, except where a deduction or withholding is required by Applicable Law. Each COMO entity may set off any amount the Client owes it against any amount it owes the Client and may exercise any right of retention available to it under Luxembourg law. Any amount that remains unpaid after its due date bears default interest, automatically and without prior notice, from the due date until the date of full payment, at the interest rate for late payment in commercial transactions determined pursuant to the amended Luxembourg law of 18 April 2004 on payment periods and late payment interest.

5. Obligations of the Client

5.1 Compliance with Applicable Law

(a) The Client shall use the Services in compliance with all Applicable Law, including the Luxembourg law of 12 November 2004 on the fight against money laundering and terrorist financing, as amended, applicable  Sanctions regimes, and Regulation (EU) 2016/679, and shall ensure that each Authorized User comply with Applicable Law.

(b) The Client shall obtain and maintain, at its own cost, every authorization, license, registration, and consent required under Applicable Law for the conduct of its own business and for its use of the Services, and no COMO entity has an obligation to verify, and no responsibility for, the Client's compliance with the regulatory requirements applicable to the Client's business.

(c) The Client represents and warrants, on a continuing basis, that neither the Client nor any of its directors, beneficial owners, or Authorized Users is subject to Sanctions, and that the Client does not use the Services for the benefit of, or in connection with, any person subject to Sanctions or any activity prohibited under Applicable Law.

(d) The Client shall comply with the Acceptable Use Policy at all times. The Client shall notify CDL S.à r.l. in writing and without undue delay if it becomes aware of any breach of this Section, of any loss, suspension, or withdrawal of an authorization referred to in paragraph (b), or of any investigation by a competent authority that is material to the Client's use of the Services.

(e) The Client shall provide CDL S.à r.l., upon first request and within the period stated in the request, with all information and documents the relevant COMO entity requires to comply with its own obligations under Applicable Law, including for client due diligence, transaction monitoring, and Sanctions screening. If the Client fails to do so, the relevant COMO entity may suspend or terminate the affected Service in accordance with Section 13 or Section 14.

5.2 Client Information

(a) The Client represents and warrants, on a continuing basis, that all information it provides to CDL S.à r.l. and any relevant COMO entity is true, accurate, complete, and current, and each COMO entity may rely on that information without any duty of independent verification.

(b) The Client shall notify CDL S.à r.l. in writing and without undue delay of any change in its name, legal form, ownership or control, beneficial owners, registered office, tax residence, authorizations, business model, or expected use of the Services, of any change in its Sanctions status or solvency, and of any circumstance that, had it existed at onboarding, would have caused CDL S.à r.l. or any relevant COMO entity to decline the relationship.

(c) The Client shall provide, and keep current, the tax residence information and self-certifications the relevant COMO entity requires to comply with its tax reporting obligations under Applicable Law, and shall notify CDL S.à r.l. without undue delay of any change affecting their accuracy.

5.3 Authorized Users and Cooperation

(a) The Client is fully responsible for the acts and omissions of its Authorized Users and of any person accessing the COMO Platform through the Client's access or Security Credentials, whether or not the Client internally authorized those acts or omissions. Every act and omission is attributed to the Client and binds the Client as its own, and CDL S.à r.l. or relevant COMO entity may rely on any instruction, order, or communication received through the Client's access without further verification of the actual authority of the person acting.

(b) The Client shall cooperate with CDL S.à r.l. and relevant COMO entities and shall provide, upon first request and within the period stated in the request, all information and documents the relevant COMO entity requires for onboarding, periodic review, transaction monitoring, or any other purpose arising under Applicable Law or from a request of a competent authority. Any failure to comply with this paragraph constitutes a material breach of this Platform Agreement and entitles CDL S.à r.l. to suspend the Services in accordance with Section 13 until the Client complies with the request.

5.4 Security of Credentials

(a) The Client shall keep all credentials used to access the COMO Platform confidential and secure, shall ensure that they are used only by the Authorized User to whom they were issued, and shall take all reasonable measures to prevent their loss, theft, misuse, or unauthorized use.

(b) The Client shall notify CDL S.à r.l. in writing and without undue delay upon becoming aware of any loss, theft, misuse, or compromise of any credential, or of any unauthorized access to the COMO Platform.

(c) CDL S.à r.l. may treat any instruction, order, or communication given with valid credentials as authorized by the Client and may act on it without further verification. Until CDL S.à r.l. has received the notification under paragraph (b) and has had a reasonable opportunity to act on it, the Client is bound by every instruction so given and bears all resulting Losses. Upon receipt of the notification, CDL S.à r.l. blocks the affected credentials without undue delay.

(d) CDL S.à r.l. may suspend or block any credential, or access to the COMO Platform, where it reasonably suspects unauthorized use or a risk to the security or integrity of the COMO Platform, and informs the Client of the suspension unless prohibited by Applicable Law.

(e) The credentials governed by this Section concern access to the COMO Platform. The Security Credentials used to authorize payment transactions are issued and governed exclusively by CDL S.A. under the COMO Pay Framework Contract.

6. Regulatory Status

6.1 Status of CDL S.A. as a regulated entity

(a) CDL S.A. is authorized as a payment institution under the Luxembourg Law of 10 November 2009 on payment services, as amended, supplemented or replaced from time to time (the "LPS"), and is supervised by the Commission de Surveillance du Secteur Financier (CSSF), 283, route d'Arlon, L-1150 Luxembourg, under number Z00000013. Its authorization can be verified in the public register maintained by the CSSF at www.cssf.lu.

(b) All regulated payment services are provided exclusively by CDL S.A. under its authorization and under the COMO Pay Framework Contract, which constitutes the framework contract for payment services within the meaning of the LPS. No other COMO entity provides payment services, holds funds of the Client, or operates a payment account for the Client.

(c) CDL S.A. safeguards all funds received from or held for the Client for the execution of payment transactions in accordance with the LPS. Safeguarded funds are held separately from the funds of CDL S.A. and are protected in accordance with the LPS in the event of the insolvency of CDL S.A.

7. Confidentiality

7.1 Undertakings and Permitted Disclosures

Each Party shall keep the Confidential Information of the other Parties confidential, shall use it solely for the performance of this Platform Agreement, and shall protect it with no less care than it applies to its own confidential information of like importance, and in no event with less than reasonable care. The Client may disclose Confidential Information only to its officers and employees and the Client remains responsible for any disclosure by them. Each COMO entity may disclose Confidential Information to any other COMO entity, to the extent Applicable Law permits, and to its officers, employees, advisers, auditors, and insurers, to subcontractors, service providers, correspondent and partner institutions, and payment schemes involved in providing the Services, to financing parties and prospective acquirers under confidentiality obligations, and to any competent authority, court, or tax authority where Applicable Law or a supervisory requirement provides, and no such disclosure requires the Client's consent or prior notice. Where the Client is compelled by law to disclose Confidential Information of a COMO entity, it shall, to the extent lawful and practicable, notify the COMO entity concerned in advance and shall limit the disclosure to what is required. These obligations apply during the term of this Platform Agreement and for five (5) years after its termination, and indefinitely for trade secrets.

7.2 Return of Information and Publicity

Upon termination of this Platform Agreement, each Party shall, at the written request of the disclosing Party, return or destroy the Confidential Information of that Party, except that a COMO entity may retain Confidential Information where Applicable Law, a supervisory requirement, or its internal record-keeping and audit policies require retention. All retained information remains subject to this Section for as long as it is retained. The Client shall not use the name, logo, or trademarks of any COMO entity without the prior written consent of the COMO entity concerned, which that COMO entity may withdraw at any time with immediate effect.

8. Intellectual Property

8.1 Ownership and Reservation of Rights

(a) As between the Parties, the relevant COMO entity, its affiliates, and its third-party licensors own all intellectual property rights in the Services, the COMO Platform, the application programming interfaces, the software, the COMO trademarks, the Documentation, and all improvements, modifications, and derivative works of any of them, whenever created and by whomever suggested. This Platform Agreement reserves all rights it does not expressly grant, and no license or other right arises by implication, estoppel, or course of dealing.

(b) Nothing in this Platform Agreement assigns or transfers ownership of any intellectual property right to another Party, and nothing in this Platform Agreement contemplates joint development of intellectual property. If any intellectual property is nevertheless created jointly in connection with the Services, the relevant COMO entity owns it, and the Client assigns to that COMO entity all rights it may hold in it upon creation.

8.2 Use of COMO Platform and Intellectual Property

(a) CDL S.à r.l. grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the COMO Platform, the software, and the Documentation during the term of this Platform Agreement, solely to receive and use the Services for the Client's own business and in accordance with Applicable Law. The COMO Platform and the software are licensed, not sold. The license terminates automatically upon termination of this Platform Agreement, without any further act of a Party.

(b) The Client shall not, and shall not permit any third party to, copy, modify, translate, decompile, reverse engineer, disassemble, attempt to derive the source code of, or create derivative works from the COMO Platform or any software CDL S.à r.l. provides, in each case except to the extent Applicable Law permits such an act notwithstanding this restriction. The Client shall not circumvent any security measure or usage restriction, shall not remove or obscure any proprietary notice, and shall not rent, lease, sublicense, resell, or otherwise make the Services or the COMO Platform available to any third party, except as the applicable Service Annex expressly permits.

(c) CDL S.à r.l. may use, exploit, and incorporate, without restriction, attribution, or compensation, any suggestion, idea, or other feedback the Client provides in relation to the Services or the COMO Platform, and the Client waives, to the extent permitted by Applicable Law, any right it may hold in the feedback so used.

9. Data Protection

Each Party shall comply with the data protection law applicable to it, including Regulation (EU) 2016/679 (the "GDPR"). CDL S.à r.l. and CDL S.A. each process personal data as a separate and independent controller for its own purposes, as described in the Privacy Policy available on the COMO Website, and they are not joint controllers within the meaning of Article 26 of the GDPR. Neither COMO entity processes personal data as a processor on behalf of the Client under this Agreement. The Client warrants that it has a lawful basis for the personal data it provides to a COMO entity and shall bring the Privacy Policy to the attention of its directors, beneficial owners, Authorized Users, and any other individual whose personal data it provides, before providing it. Where the Parties agree on a Service that requires a COMO entity to process personal data on the Client's documented instructions, they shall first conclude a data processing agreement meeting the requirements of Article 28 of the GDPR.

10. Warranties and Disclaimer

10.1 Warranties

(a) Each Party represents and warrants that it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation, that it has the corporate power and authority to enter into and perform this Platform Agreement, that the person accepting this Platform Agreement on its behalf is duly authorized to do so, that its entry into and performance of this Platform Agreement do not violate its constitutional documents or any obligation binding on it, that it is not subject to an Insolvency Event, and that any of its directors or beneficial owners is not subject to Sanctions.

(b) The Client repeats the representations and warranties in paragraph (a) on each day on which it uses a Service.

(c) CDL S.à r.l. warrants that it provides its Services with the reasonable skill and care of a professional provider of comparable services. CDL S.A. warrants that it maintains the authorizations required under the LPS for the regulated payment services it provides.

(d) Except as expressly stated in this Section or in an Annex, no COMO entity makes any other warranty of any kind, and all warranties, conditions, and terms implied by law are excluded to the fullest extent Applicable Law permits.

10.2 Disclaimer

CDL S.à r.l. and the relevant COMO entities provide the Services and the COMO Platform "as is" and "as available". Neither CDL S.à r.l. nor any other COMO entity warrants that the Services or the COMO Platform will be uninterrupted, error-free, or free of vulnerabilities, that defects will be corrected, or that the Services meet the Client's requirements. No COMO entity warrants that the Client's use of the Services complies with the laws applicable to the Client or its business, and the Client remains solely responsible for that compliance in accordance with Section 5.1. No COMO entity is liable for any delay, failure, or loss arising from the internet, electronic communications networks, or any system, network, or infrastructure outside its reasonable control.

11. Limitation of Liability

11.1 Covered Claims

CDL S.à r.l. is liable in connection with this Platform Agreement only for claims arising from its own fraud, willful misconduct, gross negligence, or breach of Confidentiality (the "Covered Claims"). To the maximum extent Applicable Law permits, CDL S.à r.l. has no other liability in connection with this Platform Agreement, whether in contract, tort, or on any other legal ground. The liability of every other Service Provider for a Service is governed exclusively by the Service Annex governing that Service, and the liability of CDL S.A. in connection with payment services is governed exclusively by the COMO Pay Framework Contract. No COMO entity is liable under this Platform Agreement for a Service rendered under a Service Annex.

11.2 Excluded Loss

To the maximum extent Applicable Law permits, CDL S.à r.l. is not liable for indirect, consequential, special, incidental, or punitive damages, for lost revenue, profits, savings, or goodwill, for business interruption, property damage, or loss of data, in each case even if foreseeable or if CDL S.à r.l. was advised of their possibility.

11.3 Liability Cap

The total aggregate liability of CDL S.à r.l. for all Covered Claims is limited to the Fees the Client paid to CDL S.à r.l., excluding pass-through charges, during the twelve (12) months preceding the first event giving rise to liability. This cap is separate from any cap under a Service Annex, and no COMO entity is liable for the obligations of another COMO entity or of any other Service Provider. This Section does not limit the Client's own obligations or liability, and it does not apply where Applicable Law does not permit the limitation.

11.4 No Liability for Compliance Measures

Neither CDL S.à r.l. nor any other COMO entity is liable for any act or omission it reasonably considers necessary to comply with Applicable Law or with an instruction of a competent authority, including refusing, delaying, blocking or reversing a transaction, freezing an account or suspending a Service.

11.5 Time Limit

Any claim of the Client against CDL S.à r.l. under this Platform Agreement must be brought before the competent court within twelve (12) months after the Client became aware, or ought reasonably to have become aware, of the facts giving rise to the claim, after which the claim is extinguished, except where Applicable Law does not permit this limitation. The time limits for claims against a Service Provider under a Service Annex are governed by that Service Annex.

12. Indemnification

12.1 Indemnity by the Client

The Client will indemnify CDL S.à r.l., its affiliates, and their directors, employees and agents (each a “COMO Indemnified Party”) for all losses arising from the Client's use of the Services or the Platform, its gross negligence, willful misconduct, fraud or material breach of the Platform Agreement, or any third-party claim relating to a transaction it initiated or a service it provides to its own customers, except to the extent the losses arise from that Indemnified Party's own negligence, willful misconduct or breach of the Platform Agreement. The Indemnified Party will promptly notify the Client of the claim, allow the Client control of the defense and settlement, and provide reasonable assistance at the Client's expense.

13. Force Majeure and Suspension

13.1 Force Majeure

Neither Party will be liable for any failure or delay in performance to the extent caused by a Force Majeure Event. Nothing in this Section will excuse the Client’s payment obligations to CDL S.à r.l. or the relevant COMO entities. For the avoidance of doubt, “Force Majeure Event” means an event beyond the reasonable control of the affected Party, which the affected Party could not reasonably have foreseen and whose consequences it could not avoid despite all reasonable efforts, including a strike or other labor dispute other than one confined to the affected Party's own workforce, embargo or blockade, failure of a telecommunications network, power grid or payment system, epidemic or pandemic, natural disaster, fire, flood, earthquake, riot or civil disorder, war, invasion, hostility whether or not war is declared, act of terrorism, or an act of a governmental authority. A Force Majeure Event does not include an event arising from the affected Party's own act or omission, its failure to maintain the business continuity and resilience arrangements required of it, or a lack of funds, and it never excuses an obligation to pay money.

13.2 Suspension of Services

CDL S.à r.l. may suspend a Service, an account, the access of an Authorized User or access to the Platform, in whole or in part, with immediate effect where it reasonably considers suspension necessary by reason of a legal or regulatory requirement, a suspicion of fraud, financial crime, sanctions exposure or breach of the Acceptable Use Policy, a risk to the security or integrity of the Platform or to other clients, an Insolvency Event affecting the Client, or Fees remaining unpaid after notice. CDL S.à r.l. shall inform the Client of the suspension and of its general reason unless prohibited by Applicable Law and shall lift it once the ground has ceased. Suspension does not relieve the Client of its obligation to pay Fees for Services actually provided.

The Service Provider under relevant activated Service Annex may suspend the Service, in whole or in part, with immediate effect where it reasonably considers suspension necessary by reason of a legal or regulatory requirement, a suspicion of fraud, financial crime, or sanctions exposure, a risk to the security or integrity of the Service, or fees remaining unpaid after notice. The Service Provider shall inform the Client of the suspension and of its general reason unless prohibited by Applicable Law and shall lift the suspension once the ground has ceased.

14. Termination and Consequences of Termination

14.1 Termination by the Client

The Client may terminate this Platform Agreement at any time upon three (3) months' written notice to CDL S.à r.l. Termination of this Platform Agreement terminates every Annex other than the COMO Pay Framework Contract with effect from the same date. The COMO Pay Framework Contract continues between the Client and CDL S.A. as the framework contract for payment services, until it terminates in accordance with its own terms, and the decision to terminate it is taken exclusively by CDL S.A. or by the Client under that contract. A Client that wishes to end the entire relationship terminates the COMO Pay Framework Contract under Section 10.2 of that contract, and that termination constitutes at the same time a notice of termination of this Platform Agreement in accordance with Section 3.1.

14.2 Termination by CDL S.à r.l. without cause

CDL S.à r.l. may terminate this Platform Agreement at any time by giving the Client at least two (2) months prior written notice.

14.3 Immediate termination by CDL S.à r.l.

CDL S.à r.l. may terminate this Platform Agreement, or suspend the Services, with immediate effect by written notice if:

(a) the Client is in material breach of this Platform Agreement or of Applicable Law, or has repeatedly breached this Platform Agreement in a manner that overall constitutes a material breach,

(b) the Client is subject to an Insolvency Event or is reasonably likely to become insolvent,

(c) the Client's situation or the information the Client provided has changed such that the Client no longer meets CDL S.à r.l.'s acceptance criteria or poses a risk that CDL S.à r.l. reasonably considers unacceptable, including where a change in Applicable Law or in the Client's profile would have precluded acceptance at onboarding,

(d) CDL S.à r.l. or the relevant COMO entity discovers or reasonably suspects that fraud, tax evasion, money laundering, terrorist financing, or other criminal activity has taken place or is imminent in connection with the Client, its use of the Services, or any transaction,

(e) CDL S.à r.l. or the relevant COMO entity has reasonable evidence that the Client, or any person acting on the Client's behalf, has engaged in conduct that could violate anti-corruption or anti-bribery laws,

(f) continuing the relationship or a particular transaction would, in CDL S.à r.l.'s reasonable opinion, cause a COMO entity to breach Applicable Law or expose it to Sanctions, enforcement action, censure from any competent authority, or reputational harm,

(g) the Client fails to satisfy or pass the compliance checks that CDL S.à r.l. or the relevant COMO entity requires, provides false or misleading information, or fails to provide information or updated information when requested,

(h) a competent authority or court requires or advises CDL S.à r.l. or the relevant COMO entity to terminate the relationship, or a Party loses an authorization necessary to perform its obligations,

(i) the Client uses the Services for purposes significantly different from those declared at onboarding, or for any purpose the Client did not disclose and that CDL S.à r.l. reasonably considers outside its risk appetite,

(j) the Client, its beneficial owners, or its directors become subject to Sanctions, or have substantial connections to a country subject to Sanctions such that continuing to provide the Services would be unlawful or impermissible for a COMO entity, or

(k) the COMO Pay Framework Contract terminates on any ground and CDL S.à r.l. has not confirmed the continuation of any Service under Section 3.1.

14.4 Opportunity to Cure

CDL S.à r.l. may, at its sole discretion, give the Client the opportunity to remedy a breach or circumstance that would otherwise justify termination, by notice describing the breach and granting up to fifteen (15) days to cure it. CDL S.à r.l. may suspend the Services during the cure period. Granting a cure period in one instance does not oblige CDL S.à r.l. to grant one in any other instance.

14.5 Termination of Specific Service Annexes

Each Service Annex may provide its own termination rights and notice periods, which govern the termination of that Service Annex. Where a Service Annex is silent, this Section 14 applies. The termination of a Service Annex other than the COMO Pay Framework Contract does not affect this Platform Agreement or the other Annexes. The termination of the COMO Pay Framework Contract is governed by that Framework Contract and by Section 3.1, and it is not an ordinary termination of a Service Annex within the meaning of this Section.

14.6 Effect of Termination

Termination is without prejudice to any rights accrued before it. Upon termination, all amounts the Client owes under this Platform Agreement and the Service Annexes become immediately due. The COMO entity entitled to collect an amount under Section 4.3 may recover it in accordance with that Section, including by a debit under Section 4.3(c) or by any other means permitted by this Platform Agreement or Applicable Law, and the Client shall pay any remaining amount within three (3) Business Days of the effective date of termination. The Client bears the costs associated with the termination, including the costs of settling, closing out, or reversing outstanding transactions. The relevant Service Provider may complete, close out, or reverse outstanding transactions and may take any other action it reasonably considers necessary to prevent loss, and the Client is responsible for the losses, costs, and charges the Service Provider incurs in doing so. The Client remains liable for all transactions initiated and instructions given before termination, including instructions executed after the effective date of termination. The return of funds held on the Client's payment account is governed by the COMO Pay Framework Contract, and the return of any other funds is governed by the applicable Service Annexes.

14.7 Survival

The following terms and conditions survive termination of this Platform Agreement:

(a) the Client's obligation to pay all amounts accrued under this Platform Agreement before termination,

(b) Section 2 (Structure of the Platform Agreement), Section 8 (Intellectual Property), Section 10 (Warranties and Disclaimer), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 14.6 (Effect of Termination), Section 16 (Miscellaneous), Section 17 (Governing Law and Jurisdiction), and Section 18 (Definitions), to the extent needed to give effect to a surviving provision,

(c) Section 9 (Data Protection) for so long as a Party holds personal data processed in connection with the Services, and

(d) Section 7 (Confidentiality), for the periods stated in that Section.

15. Amendments

15.1 Amendments Without Notice

CDL S.à r.l. may amend this Platform Agreement, and the Service Provider named in a Service Annex may amend that Service Annex, in each case at any time and without notice, where the amendment is required by Applicable Law or by a competent authority, reflects a change in the Services, corrects an error, or is not to the Client's detriment. An amendment of a Supplementary Annex takes effect, for the matters that concern CDL S.A., only with the prior approval of CDL S.A.

15.2 Amendments With Notice

CDL S.à r.l. may amend this Platform Agreement and the Supplementary Annexes upon one (1) month's notice. Only the Service Provider named in a Service Annex may amend that Service Annex, upon the same notice. Where an Annex provides its own amendment or notice regime, that regime governs the amendment of that Annex. An amendment of a Supplementary Annex takes effect, for the matters that concern CDL S.A., only with the prior approval of CDL S.A.

15.3 Communication

The amending entity may communicate amendments by email, through the COMO Platform or by any other durable medium, with the amended terms made available through a link to the COMO Website or as an electronic copy. Amendments communicated in this manner are validly notified, and no paper or postal communication is required.

15.4 Deemed Acceptance

The Client is deemed to have accepted an amendment unless it notifies the amending entity of its rejection before the amendment takes effect. If the Client rejects an amendment, it may terminate this Platform Agreement, or the affected Annex, free of charge with effect before the date the amendment takes effect, and the amending entity may terminate this Platform Agreement, or the affected Annex, with effect from that date.

16. Miscellaneous

16.1 Notices and Electronic Communications

The Client consents to receiving notices and communications electronically. CDL S.à r.l. gives notices by email to the address recorded in the Onboarding Record or through the Platform. The Client gives formal notices in writing to the registered office of the COMO entity concerned, copied by email to the address CDL S.à r.l. notifies for that purpose. A notice given by email is deemed received on the Business Day of transmission where transmitted during Business Hours, and otherwise on the following Business Day. The Client shall keep its contact details current.

16.2 Assignment

The Client shall not assign, transfer, or pledge any right or obligation under this Platform Agreement without the prior written consent of CDL S.à r.l. CDL S.à r.l. may assign or transfer this Platform Agreement, in whole or in part, to an affiliate or to a successor in title, and the COMO entities may transfer a Service within the COMO entities where a change in the regulatory perimeter or in an authorization requires it, in each case upon one (1) month's notice to the Client.

16.3 Subcontracting and Third-Party Products

CDL S.à r.l. and any other Service Provider may engage subcontractors and other third-party providers to deliver any part of a Service under a COMO brand. In that case the engaging entity remains the Client's counterparty, remains responsible to the Client for the obligations performed on its behalf, and makes particulars of material subcontractors available upon request. Where a product or service is made available through the Platform under the brand and terms of a third party, that third party is the Client's sole counterparty for it, and no COMO entity is a party to those terms or liable for that product or service. The Client shall not embed, resell or otherwise distribute a Service to third parties except where an Annex expressly permits it, and that Annex governs any such distribution.

16.4 Entire Agreement

This Platform Agreement, the Service Annexes that the Client activates, the Pricing Schedules applicable to them, and the Supplementary Annexes, which apply at all times, together form one contractual framework and constitute the entire agreement with respect to its subject matter, superseding all prior discussions, negotiations, and understandings, whether written or oral. Within that framework, each contract keeps its own parties: this Platform Agreement binds CDL S.à r.l. and the Client, and each Service Annex binds the Client and the Service Provider designated in it, and no other entity. The COMO Pay Framework Contract is the Service Annex that CDL S.A. alone provides, that the Client activates upon entering the COMO Platform, and that remains active at all times in accordance with Section 1.4. Each Party and each Service Provider confirms that it has not relied on any statement, representation, or warranty not set out in this Platform Agreement or in an Annex. Nothing in this Section excludes or limits the liability of any of them for fraud.

16.5 Severability

Where any provision of the Platform Agreement is or becomes invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to render it valid or, failing that, shall be deemed deleted, and the remainder shall continue in force.

16.6 Relationships between Parties

Nothing in the Platform Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, agency, or fiduciary relationship between the Parties. Each Party is acting as an independent party and is entering into the Platform Agreement as principal (on its own behalf, and not for the benefit of any other person). Neither Party has authority to act for or bind the other in any manner except as expressly provided in the Platform Agreement. CDL S.à r.l. and the Service Providers provide the Services on an execution-only basis. This means that each Service Provider carries out what the Client asks of it, and does not advise the Client on legal, tax, accounting, investment, or regulatory matters. The Client knows its own business best and makes its own assessment of whether a Service suits its needs, and where it wishes, the Client consults its own professional advisers.

16.7 Records and Evidence

The books, records, logs and electronic communications maintained by CDL S.à r.l. constitute prima facie evidence between the Parties, subject to proof to the contrary. The Client agrees that each COMO entity may record and retain communications relating to the Platform Agreement for compliance and evidentiary purposes.

16.8 Language and Interpretation

The Platform Agreement is drawn up in English only. The Parties confirm that they understand English and expressly agree that English governs their contractual relationship. Any translation is for convenience only, and the English text prevails.

17. Governing Law and Jurisdiction

17.1 Governing Law

The Platform Agreement, and any non-contractual obligation arising out of or in connection with it, is governed by the laws of the Grand Duchy of Luxembourg, without regard to any conflict-of-laws rule which would result in the application of the law of another jurisdiction.

17.2 Jurisdiction

Any dispute arising out of or in connection with the Platform Agreement, including any dispute as to its existence, validity, interpretation, performance or termination, shall be subject to the exclusive jurisdiction of the courts of the Grand Duchy of Luxembourg. Each Party irrevocably submits to that jurisdiction and waives any objection on the ground of venue or of an inconvenient forum. Nothing in this Section limits the right of CDL S.à r.l. to seek interim, protective or enforcement measures before any other court of competent jurisdiction, including in any jurisdiction in which the Client has assets or an establishment.

17.3 Escalation and Complaints

Before commencing proceedings, the Parties shall attempt in good faith to resolve the dispute through discussion between senior representatives within thirty (30) days of a written request by either Party. This Section does not prevent an application for interim or protective measures and does not apply where a claim would otherwise become time-barred.

18. Definitions

For the purposes of this Platform Agreement, the capitalized terms below shall have the following meanings:

Applicable Law means any law, regulation, regulatory rule, technical standard, binding guideline, court order or instruction of a competent authority applicable to a Party or to a Service Provider, including the LPS and the GDPR.

Authorized User means an individual authorized by the Client to access the COMO Platform or to use a Service on the Client's behalf.

Business Day means a day other than a Saturday, Sunday or public holiday on which banks are open for general business in Luxembourg.

Business Hours means 09:00 to 17:00 Central European Time on a Business Day.

COMO Pay Framework Contract means the Terms and Conditions of the COMO Pay PSD2 Framework Contract concluded between the Client and CDL S.A., constituting the framework contract for payment services within the meaning of the LPS and forming a Service Annex to this Platform Agreement.

COMO Platform means the COMO online platform, dashboards, portals, application programming interfaces and related systems, operated by CDL S.à r.l., through which the Services are made available.

COMO Website means www.como-dl.com and any other website notified by CDL S.à r.l. to the Client.

Confidential Information means any non-public information that a Party or a Service Provider discloses to another of them in connection with this Platform Agreement or a Service Annex, including commercial terms, pricing, technical and security information, business plans, client and supplier information, and the contents of this Platform Agreement. Confidential Information does not include information that is or becomes public otherwise than through a breach of Section 7, that the recipient lawfully knew free of any obligation of confidence before disclosure, that the recipient independently developed, or that the recipient lawfully received from a third party free of any such obligation.

GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation), as amended, supplemented or replaced from time to time.

Insolvency Event means bankruptcy, controlled management, suspension of payments, composition with creditors, liquidation, the appointment of an administrator, receiver or liquidator, the inability to pay debts as they fall due, or any analogous event in any jurisdiction.

Losses means all losses, damages, claims, costs and expenses, including reasonable legal fees.

LPS means the Luxembourg Law of 10 November 2009 on payment services, as amended, supplemented or replaced from time to time, implementing Directive (EU) 2015/2366 in Luxembourg.

Onboarding Record means the record maintained by CDL S.à r.l. of the Client's identity, contact details, activated Services and the information provided upon onboarding and upon each subsequent review.

Pricing Schedule means, for each Service, the schedule of fees, charges, and commissions applicable to the Service Annex governing that Service, as made available by the relevant Service Provider on the COMO Website or the COMO Platform and as amended from time to time in accordance with the regime applicable to that Service Annex.

Privacy Policy means the COMO privacy policy available on the COMO Website, as updated from time to time.

Sanctions means any economic, financial or trade restrictive measure administered or enforced by Luxembourg, the European Union, the United Nations, the United States of America, the United Kingdom, or any other competent authority whose measures apply to a Party.

Service means any service that a Service Provider provides to the Client under an activated Service Annex, whether regulated or non-regulated.

Service Annex means an Annex identified as a Service Annex in Section 19, together with the Pricing Schedule applicable to it, which forms part of this Platform Agreement upon activation of the relevant Service by the Client.

Service Provider means, for each Service Annex, the entity identified in that Service Annex as the provider of the relevant Service. A Service Annex may designate a COMO entity or a third-party provider as the Service Provider for the respective Service.

Supplementary Annexes means the Annexes identified as Supplementary Annexes in Section 19, which apply at all times.

19. Annexes

The COMO Platform is built around the Services. Each Service is governed by its own Service Annex, together with the Pricing Schedule applicable to it, and a Service Annex forms part of this Platform Agreement from the moment the Client activates the relevant Service.

The COMO Pay Framework Contract is the Service Annex through which the Client enters the COMO Platform in accordance with Section 1.4, and it remains active at all times during the term of this Platform Agreement. The Supplementary Annexes support every Service and the relationship as a whole, and they apply at all times during the term of this Platform Agreement.