MPChat User Agreement

Version: 2.1.0

Effective Date: August 17, 2026

Last Updated: August 17, 2026

Welcome to MPChat.

Please read this User Agreement carefully before you use the Services. If any part of it is unclear to you, or if you are in any doubt as to how it applies to your circumstances, you should seek independent legal advice before proceeding.

MPChat is operated by two companies:

MP Network Inc, a company incorporated in the State of Delaware, United States of America, with its registered office at 8 The Green, Suite B, Dover, Delaware 19901, United States (Company Registration No. 10473871); and

MP PAYMENT INC, a company incorporated in the State of Colorado, United States of America, with its registered office at 1500 N Grant St Ste R, Denver, Colorado 80203, United States (Colorado Entity ID 20258333663), registered with the Financial Crimes Enforcement Network as a money services business under registration number 31000317872790.

Each of them provides different parts of the Services, as set out in Clause 3. In this Agreement, "we", "us", "our" and "MPChat" refer to whichever of these two companies provides the part of the Services in question, and to both of them where the context requires. "You" and "your" refer to you, the person or entity using the Services. Where this Agreement refers to the parties collectively, it refers to you and us together.

This Agreement contains provisions that limit our liability to you, that require you to indemnify us, that permit us to suspend or terminate your access to the Services, and that determine the law governing this Agreement and the forum in which disputes are to be resolved. Those provisions are highlighted in bold or capitalised text. Please pay particular attention to them.

If you are a minor under the law of your jurisdiction, you must read this Agreement together with your parent or legal guardian, and you may use the Services only with their consent. If you do not have that consent, you must not use the Services.

The Services are made available in more than one language for your convenience. If there is any conflict, inconsistency or omission between the English version of this Agreement and any translated version, the English version prevails to the extent permitted by applicable law.

1. General Terms

1.1 What this Agreement consists of

This Agreement comprises this document together with each of the following, each of which is incorporated into this Agreement by reference:

(a) the MPChat Card Terms and Conditions;

(b) the Important Notice and Risk Disclosure;

(d) the Complaint Policy;

(e) the Restricted Merchant & Transaction Policy; and

(f) any other rule, policy, product term, notice or instruction that we publish in the App or on the Site from time to time and identify as forming part of this Agreement.

If there is any conflict between this document and a document listed above, the document dealing specifically with the relevant part of the Services prevails in respect of that part.

1.2 Read this Agreement before you use the Services

Before you use the Services, you should read this Agreement in full and, if necessary, consult a qualified lawyer. If you do not agree to this Agreement, or to any amendment made to it from time to time, you must stop using the Services immediately.

1.3 How you accept this Agreement

You accept this Agreement, and it becomes legally binding between you and us, when you do any of the following:

(a) click "I Agree", "Accept", "Continue" or any button or control to similar effect during registration or at any later point at which this Agreement is presented to you;

(b) complete registration for an Account; or

Acceptance given by any of these means constitutes your electronic signature and has the same legal effect as a handwritten signature. The absence of a handwritten signature does not affect the binding force of this Agreement on you.

1.4 Your Account

Once you have completed registration, you become a registered user of MPChat. You are responsible for keeping your Account credentials secure, and you are responsible for all activity carried out through your Account, whether or not you authorised it. Clause 4.6 sets out your obligations in more detail.

1.5 Browsing and registered use

You may browse the Site and such parts of the App as we make available without an Account. Access to the Services themselves, including MPChat Pay, MPChat Web3 and the MPChat Card, requires a registered Account and, where applicable, successful completion of the verification checks described in Clause 4.5.

1.6 Your representations and undertakings

By registering for an Account and by using the Services, you represent, warrant and undertake to us on a continuing basis that:

(a) you accept and are bound by this Agreement;

(b) you are of legal age to form a binding contract under the law applicable to you, and you have full legal capacity and authority to enter into and perform this Agreement; if you are under that age, you may use the Services only with the consent of a parent or legal guardian, and we treat anyone under the age of fourteen (14) as a child; if you are acting for a legal person or other organisation, it is duly constituted and validly existing and you are authorised to bind it; and MPChat Pay, MPChat Web3 and the MPChat Card may be used only by persons who are at least eighteen (18) years of age, and parental or guardian consent is not an alternative to that requirement;

(c) your registration and your use of the Services comply with the laws of every jurisdiction that has authority over you;

(d) all assets you use in connection with the Services were lawfully acquired and are beneficially owned by you, and are not the proceeds of, nor connected with, any unlawful activity;

(e) all information you provide to us is true, accurate, complete and current, and you will keep it so;

(f) you accept sole responsibility for your activities through the Services and for all resulting gains and losses; and

(g) you will comply with all laws applicable to you, including the reporting and payment of any tax arising from your use of the Services.

This Agreement governs the relationship between you and us. It does not govern, and we are not a party to, any legal relationship or dispute arising between you and another user, between you and the operator of a Bot or Mini App, between you and a merchant, or between you and any other third party.

1.7 Amendments to this Agreement

We may amend this Agreement from time to time. We will publish the amended Agreement in the App or on the Site, and the version number and date shown at the top of the document will be updated. Where an amendment is material, we will give you notice by a reasonable means, which may include an in-app notice, a push notification or an email to the address associated with your Account.

An amendment takes effect on the date stated in the notice or, if no date is stated, on the date it is published. If you continue to use the Services after an amendment takes effect, you are bound by the amended Agreement. If you do not agree to an amendment, your remedy is to stop using the Services and close your Account.

Changes to the list of card products we offer, to supported Digital Assets, to blockchain networks we support, to fees published in the App or on the Site, or to operational limits, are not amendments to this Agreement and take effect when published.

2. Definitions

In this Agreement:

Account means the MPChat account registered by you, including the records we maintain of your MPChat Pay Balance.

App means the MPChat mobile and desktop applications.

Applicable Law means any law, regulation, rule, order, sanctions measure, directive, licence condition or requirement of any government, regulator, court or other authority that applies to you, to us, or to the Services.

Bot means an automated program that operates within MPChat and that users can interact with through the messaging interface.

Card means any virtual or physical payment card issued under the MPChat Card programme. Clause 9 and the MPChat Card Terms and Conditions govern its use.

Digital Asset means a blockchain-based representation of value, including cryptocurrencies, stablecoins and tokens.

Group means MP Network Inc, MP PAYMENT INC and their respective affiliates. For this purpose, an entity is an affiliate of a party if it controls, is controlled by, or is under common control with that party, where "control" means the power, whether directly or indirectly and whether through the holding of voting securities, by contract or otherwise, to direct the management and policies of an entity.

KYC means know-your-customer, being the identity verification and screening procedures we are required to carry out.

Mini App means a web application that runs inside MPChat and is presented within the MPChat interface.

MPChat Chat means the messaging service described in Clause 5.

MPChat Pay means the service described in Clause 7, accessible from the Asset tab in the App.

MPChat Pay Balance means the amount of USDT recorded to your Account in MPChat Pay from time to time.

MPChat Web3 means the self-custody wallet service described in Clause 8, accessible from the Asset tab in the App.

Restricted Jurisdiction means Cuba, Iran, North Korea, Syria, the Crimea, Donetsk and Luhansk regions of Ukraine, and any other country, region or territory that is the subject of comprehensive sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury, together with any other country or region that we publish in the App or on the Site from time to time as a jurisdiction in which we cannot provide all or part of the Services in compliance with Applicable Law.

Service Provider or SP means the independent third party that owns and operates a Bot or Mini App.

Services means all services we make available through the App and the Site, including MPChat Chat, Bots and Mini Apps, MPChat Pay, MPChat Web3 and the MPChat Card, together with any service we may introduce in the future.

Site means mp.net and any other website we operate in connection with the Services.

USDT means the Tether USD stablecoin, on such blockchain networks as we support from time to time.

User Content means any data, text, image, audio, video, file, information or other material that you upload, send, submit, store, publish or otherwise share through or in connection with the Services.

Identity Verification Provider means Sumsub, being the third party that provides the identity verification and know-your-customer services used for MPChat Pay and the MPChat Card. We may replace the Identity Verification Provider, or appoint an additional provider, at our discretion.

Wallet Infrastructure Provider means Turnkey, being the third party that provides the key generation, key management and transaction signing infrastructure used by MPChat Web3. We may replace the Wallet Infrastructure Provider, or appoint an additional provider, at our discretion.

Human Verification Provider means Cloudflare, Inc., being the third party that provides the human verification and bot detection technology used to protect registration, sign-in and other sensitive operations. We may replace the Human Verification Provider, or appoint an additional provider, at our discretion.

References to clauses are to clauses of this Agreement. Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa.

3. The Services and the Contracting Entities

3.1 The Services

The Services are organised as follows:

MPChat Chat — encrypted messaging, including individual and group chats. See Clause 5.

Bots and Mini Apps — automated programs and embedded web applications that run inside MPChat and are operated by independent third parties. See Clause 6.

MPChat Pay — a USDT balance held in your Account, from which you can send and receive USDT and settle Card transactions. Accessible from the Asset tab. See Clause 7.

MPChat Web3 — a self-custody wallet in which you, and only you, can authorise transactions. Accessible from the Asset tab. See Clause 8.

MPChat Card — virtual and physical payment cards funded from your MPChat Pay Balance. See Clause 9 and the MPChat Card Terms and Conditions.

What we actually make available to you at any time is what is offered in the App or on the Site. We may add, modify, suspend or withdraw any part of the Services in accordance with Clause 16.

3.2 Services provided by MP Network Inc

MP Network Inc provides:

(a) MPChat Chat;

(b) the platform through which Bots and Mini Apps are made available to you, but not the Bots and Mini Apps themselves, which are operated by their respective Service Providers; and

3.3 Services provided by MP PAYMENT INC

MP PAYMENT INC provides:

(a) MPChat Pay, including the recording of your MPChat Pay Balance and the execution of USDT transfers between users; this includes transfers you initiate from within MPChat Chat, such as digital asset gifts and red packets, for which MP Network Inc provides only the messaging interface; and

(b) the MPChat Card programme, including the conversion of USDT into United States dollars or another currency at the time of a Card transaction, and settlement with card networks, acquirers and merchants.

MP PAYMENT INC is registered with the Financial Crimes Enforcement Network as a money services business under registration number 31000317872790. Registration with the Financial Crimes Enforcement Network is not an endorsement, approval or recommendation of MP PAYMENT INC or of the Services by the Financial Crimes Enforcement Network or by any other authority.

3.4 Which entity you contract with

You contract with MP Network Inc in respect of the Services described in Clause 3.2, and with MP PAYMENT INC in respect of the Services described in Clause 3.3. Each entity is responsible for the Services it provides and is not responsible for the Services provided by the other. In every other respect this Agreement applies to both entities on identical terms, and both are entitled to the benefit of the provisions of this Agreement that operate in our favour, including Clauses 17, 18 and 22.

3.5 Nature of balances and segregation of funds

We do not hold fiat currency for you. Your MPChat Pay Balance is denominated and held in USDT, and United States dollars arise only in the settlement layer between us and card networks, acquirers and merchants.

Any fiat currency we hold for the purpose of settling Card transactions is held separately from our own operating funds.

Your MPChat Pay Balance is not a deposit. It is not a savings or checking account. It does not bear interest. It is not insured by the Federal Deposit Insurance Corporation, and it is not protected by any government-operated deposit protection or investor compensation scheme in any jurisdiction. We do not lend out or invest your MPChat Pay Balance.

3.6 Group companies and service providers

We may perform any of our obligations, and exercise any of our rights, through a member of the Group or through a third-party service provider. Doing so does not relieve us of our obligations to you under this Agreement.

4. Registration and Account

4.1 Eligibility

To register, you must meet the requirements in Clause 1.6. We may refuse an application for registration, and we may modify our eligibility criteria, at our discretion. If you registered without being eligible, we may close or suspend your Account, and you remain responsible for the consequences of your ineligible use of the Services.

4.2 Sanctions and Restricted Jurisdictions

You represent and warrant, on a continuing basis, that you are not, and are not owned or controlled by or acting on behalf of, a person who is:

(a) named on any sanctions list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury, the United Nations Security Council, the European Union, the United Kingdom, or any other authority with jurisdiction over us; or

(b) resident in, located in, or organised under the laws of a Restricted Jurisdiction.

We choose the markets in which we operate. We may restrict, suspend or refuse the Services in any country or region at our discretion, and we may do so without prior notice where Applicable Law requires it.

You must notify us promptly if any of the above ceases to be true, and you must not use the Services from a Restricted Jurisdiction.

4.3 Purpose of registration

You must not register or use an Account for the purpose of breaching Applicable Law, evading sanctions or controls, disrupting the Services, or harming us, our users or any third party.

4.4 Registration process

You must provide a valid email address, a mobile telephone number and any other information required on the registration screens. Where Applicable Law requires it, you must also provide your legal name, identity documents and any other information we request under Clause 4.5, and you must keep that information current.

You are responsible for the truth, completeness and accuracy of the information you provide, and you bear any loss or adverse consequence, direct or indirect, arising from information that is false, incomplete or out of date. Where the law of your jurisdiction requires mobile telephone numbers to be registered in the subscriber's real name, you confirm that the number you provide satisfies that requirement.

We may require you to complete a human verification challenge when you register, sign in, or carry out a sensitive operation. That challenge is provided by the Human Verification Provider. The information processed in connection with it is described in the Personal Information Collection Statement. If you are unable to complete the challenge, we may be unable to open an Account for you or to allow you to sign in.

4.5 Identity verification, anti-money laundering and sanctions screening

To use all or part of the Services, and in particular MPChat Pay and the MPChat Card, you must complete the KYC, anti-money laundering, counter-terrorist financing and sanctions screening procedures we require. You agree to provide the information and documentation we request for those purposes, promptly and in the form we specify, and you warrant that you are entitled to provide it.

We may also carry out screening of blockchain addresses and transactions associated with your Account, including analysis of the origin of Digital Assets sent to or from it.

We may refuse to open an Account, and we may suspend or terminate your access to all or part of the Services, if you do not complete these procedures, if the information you provide is inaccurate or incomplete, if we are unable to verify your identity to our satisfaction, or if the results of our screening are unsatisfactory to us. We are not obliged to disclose the criteria we apply or the reasons for our decision, and we may be prohibited by Applicable Law from doing so.

You acknowledge that we are required to report suspicious activity to the relevant authorities, and you agree to co-operate with us and with those authorities in any resulting enquiry.

4.6 Account security

You are responsible for the security and confidentiality of your Account credentials, including your password, PIN, passkey, biometric enrolment, authentication device, verification codes sent to your telephone number or email address, and any other credential used to access the Services or to authorise a transaction.

You must not gift, lend, lease, transfer, sell, sublicense or otherwise allow any other person to use your Account. Your Account is for your own use, or for the use of the entity you represent.

You are responsible for all activity carried out through your Account, whether or not you authorised it. If you discover or suspect that your Account or any credential has been compromised, or that your Account has been used without your authority, you must notify us immediately at [email protected]. We will act on your notification within a reasonable time, but we are not liable for anything that occurs before we have had a reasonable opportunity to act.

4.7 Communications and electronic records

You agree to receive from us, by email, short message, push notification or in-app message, communications relating to the operation and administration of the Services, including service announcements, security alerts and notices under Clause 23.6. You may opt out of marketing communications at any time without affecting your ability to use the Services.

Electronic signatures and records. By accepting this Agreement and by using the Services, you consent, under the United States Electronic Signatures in Global and National Commerce Act and any similar Applicable Law, to receive all records, disclosures, notices, agreements and other communications from us in electronic form rather than on paper. You confirm that you can access and retain electronic records using a device capable of connecting to the internet, a current web browser or the App, and an email address that you control.

You may request a paper copy of an electronic record by contacting us at [email protected]. We may charge a reasonable fee for paper copies where permitted by Applicable Law. You may withdraw your consent to receive records electronically by closing your Account, but withdrawal of consent does not affect the legal effectiveness of records already provided electronically, and we may be unable to continue to provide the Services to you if you withdraw that consent while your Account remains open. You must keep your email address and other contact details current so that electronic records reach you.

5. MPChat Chat

5.1 Messaging

MPChat Chat allows you to exchange text, images, voice messages, videos, files and other content with other users, individually and in groups.

5.2 End-to-end encryption and its limits

We provide end-to-end encryption for individual and group chats to the extent implemented in the App. Where it applies, your message content is encrypted when sent and is intended to be decrypted only by you and your intended recipients, and MPChat is not designed to access or store that content in readable form.

You should understand what end-to-end encryption does not do. It does not conceal the metadata described in Clause 5.3. It does not protect content once a recipient has received it, and a recipient may screenshot, copy, forward, retain or disclose anything you send. It does not apply to content you send outside an end-to-end encrypted chat, including content you send to a Bot or within a Mini App. It does not protect you if a device you or your recipient uses is compromised. We cannot recover the content of an end-to-end encrypted chat for you, including if you lose access to your device or your Account.

5.3 Metadata

To operate the messaging service, we process information about your messages rather than their content, including sender and recipient identifiers, timestamps, delivery and read status, and group membership. The Personal Information Collection Statement describes how we handle this information.

5.4 Digital asset gifts and red packets

You may be able to send USDT to other users from within a chat, including as a gift or a red packet. This is a transfer of value, not a message. It is a MPChat Pay function surfaced within MPChat Chat, it is provided by MP PAYMENT INC, and Clause 7 applies to it in full, including Clause 7.9 on irreversibility.

5.5 Prohibited use of messaging

You must not use MPChat Chat to send, publish, store or distribute:

(a) unsolicited bulk or commercial messages, or content that is harassing, threatening, abusive or intimidating;

(b) content that is unlawful in any jurisdiction relevant to you or your recipients, including content that sexually exploits or endangers children;

(d) malware, viruses, or code designed to disrupt or gain unauthorised access to any system; or

(e) content that promotes fraud, money laundering, terrorism, violence, or the evasion of sanctions or controls.

5.6 Reporting and moderation

You may report content and users to us through the App. We may act on reports and on our own monitoring in accordance with Clause 16. Because of end-to-end encryption, our ability to review the content of a private chat is limited, and our action is generally confined to the material a reporting user provides to us and to the metadata available to us. Nothing in this Clause obliges us to monitor the Services, and Clause 11.3 applies.

6. Bots and Mini Apps

6.1 What Bots and Mini Apps are

Bots are automated programs you interact with through the messaging interface. Mini Apps are web applications that run inside MPChat. Together they allow you to obtain services or purchase goods from their operators without leaving MPChat.

6.2 They are operated by independent third parties

Unless we expressly state otherwise, every Bot and Mini App is owned, operated and maintained by an independent Service Provider. We are not affiliated with them, they operate independently of us, and we are not the provider of the goods, services or content they make available.

When you use a Bot or Mini App:

(a) you are dealing directly with a third party, and you may be subject to that Service Provider's own terms and privacy policy in addition to this Agreement;

(b) the Service Provider is solely responsible for the content, goods and services it provides, and for their quality, accuracy, legality, performance and availability;

(d) you assume the risks of transacting with a Service Provider, and we are not liable for any loss or adverse consequence arising from that dealing.

6.3 Information shared with Bots and Mini Apps

When you interact with a Bot or open a Mini App, information about you is shared with its Service Provider. Depending on the Bot or Mini App and on how it was opened, this may include your MPChat user identifier, your public display name, your username, your profile picture, your language setting and your IP address. A Bot or Mini App opened within a group or channel may also receive the identifier, type, title, username and picture of that chat.

You may also choose to provide further information to a Service Provider, such as your telephone number, text, media or location, in order to obtain its service. By providing that information to a Bot or Mini App, you are providing it to the Service Provider, which is responsible for handling and storing it. We have no control over information once it has been transmitted to a Service Provider. You agree not to hold us liable for any misuse, mishandling or unauthorised disclosure of information by a Service Provider.

The Personal Information Collection Statement describes what is shared in more detail.

6.4 Payments within Bots and Mini Apps

Where a Bot or Mini App accepts payment, that payment is between you and the Service Provider, and it is processed either through MPChat Pay in accordance with Clause 7 or through a third-party payment provider chosen by the Service Provider.

We do not verify, guarantee or oversee what you receive in return for a payment made to a Service Provider. Cancellations, refunds and returns are governed by that Service Provider's own terms, and any dispute about them must be resolved with the Service Provider directly. Where a payment is made from your MPChat Pay Balance, Clause 7.9 applies and the transfer is irreversible.

6.5 Availability and discontinuation

A Service Provider may cease operating a Bot or Mini App, or discontinue any of its features, at any time and without notice to you. A Bot or Mini App may also become unavailable because of a technical fault, because we no longer support a feature it relies on, because we or a Service Provider have restricted access in a particular region, because it has been removed under Clause 6.7, or for reasons outside anyone's control.

6.6 No compensation for items, balances or progress held with a Service Provider

If you lose access to any token, point, credit, item, prize, progress, media, file, data or other asset or utility that a Service Provider provided to you or held for you through a Bot or Mini App, we are not liable for that loss and we will not compensate you for it, regardless of the reason. This applies whether the loss results from the Service Provider's act or omission, from the discontinuation of the Bot or Mini App, from our removal of it, or from any other cause. Anything of value that a Service Provider records for you sits with that Service Provider and not with us.

6.7 Standards for Service Providers, and our right to remove

We impose requirements on Service Providers concerning security, privacy, the handling of user data and the description of their services. We cannot guarantee that a Service Provider will comply with those requirements at all times, or that it will act in good faith or as you expect.

We may remove, suspend, restrict, or limit the distribution or discoverability of any Bot or Mini App at our discretion, including where we believe it breaches our requirements or Applicable Law, where it presents a risk to users, or where we are directed to do so by an authority. We are not obliged to give you or the Service Provider prior notice.

6.8 Disclaimer

Bots and Mini Apps are made available to you on an "as is" and "as available" basis. We give no warranty as to any Bot or Mini App, including as to its reliability, accuracy, legality, security, freedom from malware, fitness for purpose, or continued availability. You decide whether to use a Bot or Mini App and you bear the risk of that decision.

7. MPChat Pay

7.1 What MPChat Pay is

MPChat Pay is a service, provided by MP PAYMENT INC, through which we record a USDT balance to your Account and act on your instructions to send and receive USDT and to settle Card transactions.

Your MPChat Pay Balance is a record we maintain of the USDT attributable to you. We hold and administer the underlying Digital Assets and the means of controlling them, and you instruct us using your Account credentials. MPChat Pay is not a self-custody wallet. If you want a wallet in which you alone can authorise transactions, use MPChat Web3, and read Clause 8 and Clause 8.10 before you do.

7.2 Funding your MPChat Pay Balance

You may fund your MPChat Pay Balance by transferring USDT to a deposit address we make available to you, on a blockchain network we support.

We do not currently accept funding in fiat currency. You cannot top up your MPChat Pay Balance by bank transfer, debit card, credit card or any other fiat payment method, and you cannot withdraw fiat currency from MPChat Pay to a bank account. We may introduce additional funding or withdrawal methods in the future, in which case we will publish them in the App or on the Site, and they may be subject to additional terms, limits and availability by jurisdiction.

We may set minimum and maximum limits on your MPChat Pay Balance and on individual transactions, and we may adjust them at our discretion. Current limits are published in the App.

7.3 Wrong network, wrong asset, wrong address

You are responsible for using the correct blockchain network, the correct asset and the correct address for every deposit and withdrawal.

If you send an asset other than USDT to a deposit address, if you use a blockchain network we do not support, if you send USDT to an address that is not the one we provided to you, or if you send USDT to a deposit address by means of a smart contract or bridge that we do not support, the assets may be permanently and irrecoverably lost. We have no obligation to recover them, we may be technically unable to do so, and we are not liable for the loss. Where we are able to attempt a recovery, we may charge you a fee for doing so and we do not guarantee the outcome.

7.4 Transfers

You may instruct us to transfer USDT to another MPChat user, including from within a chat as a gift or red packet, and to an external blockchain address, where we support that function.

You are responsible for the accuracy of every instruction, including the recipient and the amount. We may decline any instruction under Clause 7.8, and we may apply limits to transfers.

7.5 The nature of your MPChat Pay Balance

Your MPChat Pay Balance is not a deposit and is not fiat currency. It does not bear interest. It is not insured by the Federal Deposit Insurance Corporation and it is not protected by any government-operated deposit protection or investor compensation scheme in any jurisdiction. We do not lend out or invest it. We are not a bank.

7.6 USDT price and depeg risk

Your MPChat Pay Balance is held entirely in USDT. USDT is issued by a third party. We do not issue it, we do not control its issuance, redemption or reserves, and we cannot guarantee that it will remain redeemable for, or continue to trade at, one United States dollar. If USDT loses its peg to the United States dollar, the value of your MPChat Pay Balance will fall, and you bear that loss. The Important Notice and Risk Disclosure sets out this and other risks in more detail.

7.7 Fees

We may charge fees for MPChat Pay, including transaction fees, network fees, conversion fees and fees for services we perform at your request. The fees applicable to you are published in the App or on the Site. We may change them, and we will publish the change before it takes effect. Fees are deducted from your MPChat Pay Balance unless we state otherwise, and they are non-refundable except where this Agreement or Applicable Law provides otherwise.

Blockchain network fees are set by the relevant network and not by us. You bear them.

7.8 Holds, freezes and compliance action

We may decline, delay, reverse where technically possible, suspend, place a hold on, or freeze any transaction, instruction or balance, and we may restrict your access to MPChat Pay, where:

(a) we are required to do so by Applicable Law or by an authority, court or regulator;

(b) we suspect fraud, money laundering, terrorist financing, sanctions evasion, or any other unlawful or prohibited activity;

(d) you have not satisfied our requirements under Clause 4.5;

(e) we consider that the transaction presents an unacceptable risk to you, to us, to another user or to a third party; or

(f) there is a dispute, investigation or pending authorisation affecting the relevant amount.

Where we are permitted to do so, we will notify you through the App. We may be prohibited by Applicable Law from telling you that we have taken action or why, and in that case we will not do so. We are not liable for any loss, including any change in the value of USDT, arising from action we take under this Clause, and you accept sole responsibility for the consequences.

7.9 Irreversibility and accuracy of instructions

A transfer of USDT is irreversible once it has been executed. A transaction confirmed on a blockchain network cannot be recalled, cancelled or reversed by us or by anyone else.

We act on the instructions given through your Account. We are not liable for loss arising from an instruction that is mistaken, that identifies the wrong recipient or amount, that you later regret, or that was given by a person using your Account without your authority. Once USDT has left your MPChat Pay Balance, recovering it is a matter between you and the recipient.

8. MPChat Web3

8.1 What MPChat Web3 is

MPChat Web3 is a self-custody wallet made available by MP Network Inc as software. It allows you to hold and transact in Digital Assets on supported blockchain networks, and to interact with third-party protocols and applications, using credentials that only you control.

MPChat Web3 has no recovery phrase, seed phrase or mnemonic. It does not work in the way a traditional software wallet works, and you should read this Clause 8 in full before you use it.

8.2 Key management

The private keys for your MPChat Web3 wallet are generated and used inside a trusted execution environment operated by the Wallet Infrastructure Provider. Key generation and transaction signing take place inside that environment, and only the resulting signature is released from it.

Private keys are not exposed in unencrypted form to the Wallet Infrastructure Provider, to us, or to our personnel. We do not hold your private keys. We cannot sign a transaction on your behalf. We cannot move, freeze, convert or recover the Digital Assets in your MPChat Web3 wallet.

We are not a trustee, fiduciary, custodian, escrow agent or investment manager in respect of your MPChat Web3 wallet or the Digital Assets in it. We are not responsible for the security or management of that wallet or those assets. You are.

8.3 Authentication and authorisation

Every transaction from your MPChat Web3 wallet must be authorised by you, using an authenticator that you control, such as a passkey, a biometric enrolment on your device, an email or short-message verification code, or a supported third-party login. The trusted execution environment verifies your authorisation before it produces a signature.

You are the only party with signing authority over your MPChat Web3 wallet. It follows that:

(a) the security of your authenticators is the security of your assets, and protecting them is your responsibility;

(b) anyone who obtains the use of your authenticators can transact from your wallet, and we will have no way to distinguish that person from you; and

8.4 No recovery phrase, and no recovery by us

MPChat Web3 does not issue you a recovery phrase, and there is no offline backup of your wallet that you can write down and store.

Access to your wallet depends on the authentication methods enabled on your Account, which may include passkeys, device biometrics, social login and any other method we make available from time to time. If you lose access to all of the authentication methods enabled on your Account, you will lose access to your MPChat Web3 wallet and to the Digital Assets in it, and that loss may be permanent. Neither we nor the Wallet Infrastructure Provider can restore your access, reset your wallet, or recover your assets, because neither of us holds the means to do so.

You should enable and maintain more than one authentication method where the App allows it, and you should keep the devices and accounts associated with those methods secure and accessible to you.

8.5 Export is not currently available

MPChat Web3 does not currently allow you to export your private key or to migrate your wallet to another wallet application such as MetaMask. This means that, at present, your MPChat Web3 wallet can only be operated through MPChat.

You should understand the consequence. If we cease to provide MPChat Web3, if we cease to operate, if the Wallet Infrastructure Provider ceases to provide its service to us, or if MPChat becomes unavailable to you for any reason, including because of a restriction under Clause 4.2 or a suspension or termination under Clause 20, you may be unable to access or transact with the Digital Assets in your MPChat Web3 wallet, whether temporarily or permanently. We are not liable for any loss arising from that unavailability.

We may introduce an export function in future. If we do, we will publish it in the App. We do not undertake to do so, and you should not rely on a future export function when deciding what to hold in your MPChat Web3 wallet.

8.6 Reliance on the Wallet Infrastructure Provider

MPChat Web3 depends on the Wallet Infrastructure Provider and on the cloud infrastructure on which it runs. We do not control that infrastructure.

We are not liable for any loss, damage or liability arising from: an interruption, degradation, defect, security failure or compromise of the Wallet Infrastructure Provider's systems or of the underlying cloud infrastructure; a change to the Wallet Infrastructure Provider's terms, policies or technical requirements; the suspension or termination by the Wallet Infrastructure Provider of its service to us or to you; or the insolvency or cessation of business of the Wallet Infrastructure Provider.

We may replace the Wallet Infrastructure Provider, or appoint an additional provider, at our discretion. Where a change requires action by you, we will tell you what to do through the App.

8.7 On-chain risks

You acknowledge and accept that:

(a) a blockchain transaction is irreversible. Once broadcast and confirmed, it cannot be recalled, cancelled or reversed by us, by the Wallet Infrastructure Provider, or by anyone else;

(b) if you send Digital Assets to an incorrect, incompatible or non-existent address, or on the wrong network, they will in all likelihood be permanently lost, and we cannot recover them;

(c) you are responsible for network fees, gas and any other charge applicable to a transaction, and a transaction may fail while still consuming fees;

(d) blockchain networks can suffer congestion, delay, forks, reorganisations, rollbacks, consensus failures and attacks, any of which may result in delay, failure, or loss of assets; and

(e) if you hold an asset that we do not support, or send such an asset to your MPChat Web3 wallet, it may not be visible in the App and may be irretrievable.

8.8 Third-party protocols and applications

Where MPChat Web3 allows you to connect to, or interact with, a third-party protocol, smart contract, decentralised application, bridge or exchange, you do so at your own risk and on the terms of that third party. We do not operate, audit, endorse or guarantee any of them. A smart contract may contain defects or malicious code, and interacting with one may result in the total loss of the assets you expose to it. We are not liable for any loss arising from your interaction with a third party through MPChat Web3.

8.9 Your representations

You represent and warrant, on a continuing basis, that all Digital Assets in your MPChat Web3 wallet are lawfully and beneficially owned by you, are free of any lien, encumbrance or legal dispute, are not derived from or connected with any unlawful activity, and are held and used in compliance with Applicable Law, including tax and sanctions law.

We may carry out screening of your MPChat Web3 wallet addresses and of transactions associated with them, and we may decline to display, support or facilitate a transaction, or restrict your use of MPChat Web3 within the App, where the results are unsatisfactory to us or where Applicable Law requires. Doing so does not give us control of your Digital Assets and does not make us a custodian of them.

8.10 The boundary between MPChat Pay and MPChat Web3

MPChat Pay and MPChat Web3 both appear under the Asset tab, and they are fundamentally different. Please make sure you understand which one you are using.

In MPChat Pay, we hold and administer the assets and act on your instructions. We can freeze, hold or decline a transaction under Clause 7.8, and we may be able to assist you in some circumstances.

In MPChat Web3, you alone can authorise a transaction. We cannot move your assets, we cannot reverse your transactions, we cannot recover your assets if you lose your authenticators, and at present you cannot export your wallet.

A transfer between MPChat Pay and MPChat Web3 is a transfer between two distinct arrangements, and once assets have moved into MPChat Web3, the protections and assistance available in MPChat Pay no longer apply to them.

9. MPChat Card

You may be eligible to apply for an MPChat Card, in virtual or physical form, allowing you to pay merchants that accept the relevant card network. A Card is funded from your MPChat Pay Balance, and at the time of a transaction the required amount of USDT is converted into the transaction currency at the then-applicable rate, together with applicable fees.

Your use of an MPChat Card is governed by the MPChat Card Terms and Conditions in addition to this Agreement. Those terms deal with eligibility, activation, security, fees and limits, restricted merchants and jurisdictions, disputes and chargebacks, expiry and termination. If there is any conflict between this Agreement and the MPChat Card Terms and Conditions in relation to a Card, the MPChat Card Terms and Conditions prevail.

A Card may be issued by, and operate on the network of, a third-party financial institution or card network, and your use of it is also subject to any terms that institution or network imposes, which we will make available to you.

10. Your Conduct

10.1 Compliance

You must comply with all Applicable Law in connection with your use of the Services, and you must ensure that the source of every asset you use in connection with the Services is lawful.

10.2 Prohibited activity

You must not:

(a) use the Services for any unlawful, fraudulent or unauthorised purpose, or in any way that could harm us, our users or any third party;

(b) engage in or facilitate money laundering, terrorist financing, fraud, unlawful fundraising, tax evasion, sanctions evasion, or any other financial crime;

(d) upload or transmit malware, or code designed to disrupt, disable, overburden or gain unauthorised access to any system;

(e) interfere with the operation of the Services, with the security of our systems, or with another user's use of the Services, including by any automated means, scraping, or circumvention of a technical restriction, or by circumventing, disabling, automating or interfering with any human verification challenge;

(f) impersonate any person or entity, or misrepresent your affiliation with any person or entity;

(g) collect information about other users except with their express consent and in compliance with data protection law;

(h) misrepresent us, or damage our reputation or goodwill by asserting something you know to be untrue;

(i) use the Services from a Restricted Jurisdiction, or take any step to conceal your location or identity in order to obtain access to the Services; or

(j) resort to any means other than judicial or governmental process to compel us to disclose information about another user in connection with a dispute between you and that user.

10.3 Consequences

We may act on a breach or suspected breach of this Clause in accordance with Clause 16.3.

11. User Content

11.1 Your responsibility

You are solely responsible for your User Content. You represent and warrant that you hold all rights, licences, consents and permissions necessary to submit it and to grant the licence in Clause 11.2, and that it does not infringe the rights of any person or breach Applicable Law.

11.2 Licence to us

You grant us a worldwide, non-exclusive, royalty-free, sublicensable and transferable licence to host, store, reproduce, transmit, adapt for technical purposes such as formatting and delivery, publicly display and publicly perform your User Content, solely to the extent reasonably necessary to operate, provide, secure, maintain and improve the Services in accordance with this Agreement and the Personal Information Collection Statement.

You retain ownership of your User Content. This licence does not permit us to use your User Content for any purpose beyond providing the Services, and it does not permit us to use it in advertising or marketing without your separate consent.

The licence continues after you stop using the Services in respect of User Content you have shared with others who have not deleted it, and in respect of copies retained for a limited period in backup systems or as required by Applicable Law.

11.3 We are not the publisher

We are not the publisher of User Content and we do not endorse, verify or guarantee the accuracy, truthfulness, completeness or reliability of any User Content or of any communication made through the Services. We may, but are not obliged to, remove, block or disable access to User Content that we believe in good faith breaches this Agreement or Applicable Law, or that is otherwise harmful. Nothing in this Agreement obliges us to monitor the Services or to review User Content.

12. Copyright Complaints (DMCA)

We respect intellectual property rights and expect you to do the same. If you believe that material available through the Services infringes a copyright that you own or control, you may send a notice of claimed infringement to our designated copyright agent, subject to the scope in Clause 12.1.

12.1 Scope of this Clause

This Clause applies only to User Content that is publicly available through the Services, or that we are otherwise able to access in readable form. That includes content you post in a non-encrypted area of MPChat, content you share with or through a Bot or Mini App, and profile information.

This Clause does not apply to end-to-end encrypted individual or group chats. As stated in Clause 5.2, where end-to-end encryption applies, MPChat is not designed to access or store that content in readable form, and we cannot review or remove it in response to a copyright notice. Reports about private chats may still be submitted under Clause 5.6; our action on such reports is generally confined to the material a reporting user provides to us and to the metadata available to us.

12.2 Notice of claimed infringement

A notice must comply with 17 U.S.C. §512(c)(3) and include:

(a) a physical or electronic signature of a person authorised to act on behalf of the owner of the exclusive right that is allegedly infringed;

(b) identification of the copyrighted work claimed to have been infringed, or, if multiple works are covered by a single notice, a representative list of those works;

(c) identification of the material that is claimed to be infringing, and information reasonably sufficient to permit us to locate it;

(d) information reasonably sufficient to permit us to contact you, such as an address, telephone number and email address;

(e) a statement that you have a good-faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent or the law; and

(f) a statement that the information in the notice is accurate, and under penalty of perjury, that you are authorised to act on behalf of the owner of the exclusive right that is allegedly infringed.

12.3 Counter-notice

If you believe that material you posted was removed or disabled as a result of a mistake or misidentification, you may send a counter-notice to our designated copyright agent. A counter-notice must comply with 17 U.S.C. §512(g)(3). On receipt of a valid counter-notice we may restore the material, unless the copyright owner files an action seeking a court order.

12.4 Repeat infringers

We will, in appropriate circumstances, terminate the Accounts of users who are repeat infringers.

12.5 Designated copyright agent

Notices and counter-notices must be sent to:

Designated Copyright Agent: Copyright Agent, MP Network Inc

Address: 8 The Green, Suite B, Dover, Delaware 19901, United States

Telephone: [TBC: telephone number for DMCA notices; to be filed with the U.S. Copyright Office]

Email: [email protected]

Sending a notice that knowingly materially misrepresents that material is infringing may expose you to liability under 17 U.S.C. §512(f).

13. Intellectual Property

13.1 Our rights

All right, title and interest in and to the Services, including the MPChat software, technology, source code, databases, design, text, graphics, user interfaces, images, photographs, audio, video, trade marks, logos, domain names and the selection, arrangement and look and feel of the foregoing, together with all associated intellectual property rights, are and remain the exclusive property of MPChat and its licensors.

13.2 What you may not do

Except as expressly permitted by us in writing or by Applicable Law, you must not copy, modify, adapt, translate, create derivative works from, distribute, publicly display, sell, lease, rent, sublicense, reverse engineer, decompile or disassemble any part of the Services or attempt to extract their source code, or exploit any part of the Services for any commercial purpose.

13.3 No transfer of rights

Your use of the Services does not transfer or assign any intellectual property right to you. This Agreement grants you a limited, revocable, non-exclusive, non-transferable licence to use the Services for your own purposes in accordance with this Agreement, and nothing more.

13.4 Our brand

This Agreement does not grant you any right to use our trade marks, logos, brand features or domain names.

13.5 Feedback

If you send us a suggestion, idea or other feedback about the Services, we may use it without restriction and without any obligation to you.

14. Third-Party Services

The Services may link to, or integrate with, third-party websites, applications, content, products and services. Those are not owned or controlled by us and are governed by their own terms and privacy policies. We are not responsible for their content, accuracy, availability, security or functionality, and we are not liable for any loss arising from your use of them. Your dealings with a third party are between you and that third party. Clause 6 applies specifically to Bots and Mini Apps.

15. Fees and Taxes

15.1 Fees

You must pay the fees applicable to your use of the Services, as published in the App or on the Site or as otherwise notified to you. We may change our fees, and we will publish the change before it takes effect. Fees are non-refundable except where this Agreement or Applicable Law provides otherwise. You also bear the cost of the hardware, software, data and connectivity you use to access the Services.

15.2 Taxes

You are solely responsible for determining, reporting and paying every tax that arises from your use of the Services, from your transactions in Digital Assets, and from any gain you make. We do not determine whether a tax applies to your transactions, and we do not collect, report or remit tax on your behalf, except where Applicable Law requires us to collect information from you or to withhold tax from an amount payable to you. We do not provide tax advice. You should obtain independent tax advice.

16. Our Rights and Obligations

16.1 Our obligations

We will take reasonable technical and organisational measures to operate the Services, to maintain their security, and to protect the Digital Assets and information entrusted to us. Where we become aware of a foreseeable security risk affecting your Account, we will notify you where we are permitted and able to do so.

16.2 Our rights in relation to your Account and information

We may:

(a) refuse an application for registration, and close or suspend an Account registered by a person who is not eligible;

(b) suspend or terminate access to an Account where we determine that the person using it is not the registered holder;

(c) require you to correct or update information, and suspend or restrict your access pending that correction, where we reasonably suspect that information you have provided is incorrect, untrue, invalid or incomplete;

(d) request further information or documentation from you, and take other reasonable measures, in order to meet a requirement of Applicable Law in any jurisdiction relevant to you or to us, and you must co-operate with those measures;

(e) correct an obvious error in information displayed in the App or on the Site; and

(f) close an Account that has been inactive for more than one (1) year. Before we do so we will give you at least thirty (30) days' notice by email to the address associated with your Account, and we will deal with any remaining MPChat Pay Balance in accordance with Clause 20.4 and Applicable Law, including any applicable unclaimed property law.

16.3 Enforcement

If we believe in good faith that your conduct breaches this Agreement or Applicable Law, or presents a risk of harm or legal exposure to us, to our users or to a third party, we may take any action we consider appropriate, including issuing a warning, restricting or removing access to a feature, removing or blocking User Content, suspending or terminating your Account, exercising our rights under Clause 7.8, and reporting the matter to a law enforcement, regulatory or other authority. We may act without prior notice to you unless Applicable Law requires otherwise.

We may monitor your use of the Services for compliance with this Agreement and Applicable Law, but we are not obliged to do so, and our failure to detect or act on a breach does not waive our rights.

16.4 Changes to the Services

We may add to, modify, suspend, restrict or discontinue any part of the Services at any time, at our discretion. Where we discontinue a part of the Services, the discontinuation takes effect on the date we announce, and we will give you reasonable notice where it is practicable and lawful to do so. Clause 8.5 sets out the particular consequences that discontinuation of MPChat Web3 may have for you.

16.5 Calculations

We calculate and verify amounts, conversions and fees relating to the Services, and our records are the primary record of your transactions. We do not guarantee that the Services will be uninterrupted or free from error. If you believe a calculation is wrong, raise it with us under the Complaint Policy or, for a Card transaction, under the dispute provisions of the MPChat Card Terms and Conditions.

17. Disclaimers and Limitation of Liability

17.1 Services provided "as is"

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, RELIABLE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE, OR THAT ANY INFORMATION OBTAINED THROUGH THE SERVICES IS ACCURATE, COMPLETE OR CURRENT.

17.2 No advice

WE DO NOT PROVIDE INVESTMENT, FINANCIAL, LEGAL, ACCOUNTING OR TAX ADVICE, AND NOTHING MADE AVAILABLE THROUGH THE SERVICES CONSTITUTES SUCH ADVICE OR A RECOMMENDATION TO ENTER INTO ANY TRANSACTION. WE DO NOT TAKE ACCOUNT OF YOUR PERSONAL CIRCUMSTANCES, FINANCIAL POSITION, OBJECTIVES OR RISK TOLERANCE. YOU MAKE YOUR OWN DECISIONS AND YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.

17.3 Acknowledgement of risk

YOU USE THE SERVICES AT YOUR OWN RISK. THE VALUE OF DIGITAL ASSETS IS VOLATILE AND MAY FALL SUBSTANTIALLY OR TO ZERO. YOU MAY LOSE SOME OR ALL OF THE VALUE OF THE ASSETS YOU HOLD IN CONNECTION WITH THE SERVICES. YOU SHOULD ONLY COMMIT FUNDS YOU CAN AFFORD TO LOSE. The Important Notice and Risk Disclosure describes the risks in more detail, and you should read it before you use the Services.

17.4 Excluded losses

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOT LIABLE FOR ANY OF THE FOLLOWING, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, WHETHER OR NOT FORESEEABLE, AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF IT:

(a) loss of income, revenue, profit or anticipated saving;

(b) loss of business or business interruption;

(d) loss of, or damage to, goodwill or reputation;

(e) loss of, or corruption of, data;

(f) the cost of obtaining substitute products or services;

(g) loss arising from a change in the price or value of a Digital Asset, including a loss of the peg between USDT and the United States dollar; and

(h) any indirect, incidental, special, consequential, exemplary or punitive loss or damage.

Each paragraph of this Clause 17.4 is severable and independent of the others.

17.5 Matters for which we are not responsible

WE ARE NOT LIABLE FOR LOSS ARISING FROM:

(a) action we take where we reasonably believe that a transaction or your conduct may involve a breach of Applicable Law or of this Agreement, including action under Clause 7.8 or Clause 16.3;

(b) your misunderstanding of the Services;

(c) the acts, omissions, insolvency, security failure or discontinuation of a Service Provider, the Wallet Infrastructure Provider, a card issuer, a card network, an acquirer, a merchant, a blockchain network, a stablecoin issuer, a cloud provider or any other third party;

(d) your loss of an authenticator, credential or device, or your loss of access to your MPChat Web3 wallet, as described in Clauses 8.4 and 8.5;

(e) an instruction that was mistaken or that was given by a person using your Account without your authority;

(f) content, information, products or services obtained through the Services, including from a Bot, Mini App or third-party website; or

(g) any other matter that is not attributable to us.

17.6 Cap on our liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (i) THE TOTAL FEES WE RECEIVED FROM YOU IN RESPECT OF THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND (ii) US$1,000.

This Clause does not limit your right to the return of your MPChat Pay Balance where it is properly due to you.

17.7 Matters we do not exclude

Nothing in this Agreement excludes or limits our liability for fraud, fraudulent misrepresentation, wilful misconduct, or any liability that cannot be excluded or limited under Applicable Law. Where Applicable Law does not permit the exclusion or limitation of a particular liability, our liability is limited to the minimum extent permitted by that law.

17.8 Force majeure

We are not liable for any delay or failure to perform arising from a cause outside our reasonable control, including an act of God, natural disaster, fire, flood, storm, explosion, epidemic or pandemic, war, terrorism, riot, civil disturbance, embargo, sanctions, act of a government, judicial or regulatory authority, strike or labour dispute, failure of a public or private telecommunications or power network, failure or insolvency of a bank or other partner, cyber-attack, failure or attack on a blockchain network, or the collapse or severe disruption of a Digital Asset market.

17.9 Sole warranties

The warranties and undertakings expressly stated in this Agreement are the only ones we give in relation to the Services, and they replace any other warranty or undertaking, written or oral, express or implied. They are our own undertakings only, and we do not guarantee that any third party will comply with them.

17.10 No waiver of rights not mentioned

We do not waive any right, defence or limitation available to us that is not mentioned in this Agreement.

18. Indemnity

You agree to defend, indemnify and hold harmless MP Network Inc, MP PAYMENT INC, the other members of the Group, and their respective directors, officers, employees, agents, licensors and partners, from and against all claims, actions, proceedings, demands, liabilities, damages, losses, judgments, settlements, penalties, fines, costs and expenses, including reasonable legal fees, arising out of or relating to:

(a) your breach of this Agreement or of any representation, warranty or undertaking you give in it;

(b) your access to, use of, or misuse of the Services;

(d) your breach of Applicable Law; and

(e) your infringement of the rights of any third party.

This indemnity does not extend to loss caused by our own fraud or wilful misconduct.

We may assume the exclusive defence and control of any matter subject to this indemnity, at our own expense, in which case you will co-operate with us in asserting any available defence. You must not settle any claim covered by this indemnity without our prior written consent.

19. Injunctive Relief

Each party acknowledges that damages may be an inadequate remedy for a breach or threatened breach of this Agreement. Accordingly, the party not in breach may seek injunctive or other equitable relief in addition to any other remedy available at law or in equity, without the need to prove actual damage.

20. Suspension and Termination

20.1 Termination by you

You may terminate this Agreement at any time by closing your Account and ceasing to use the Services. Before you do so, you should withdraw your MPChat Pay Balance and deal with the Digital Assets in your MPChat Web3 wallet, and you should settle any outstanding amount owed to us. You cannot close your Account while a dispute, investigation or pending authorisation affecting your Account remains outstanding.

20.2 Suspension or termination by us

We may suspend or terminate your access to all or part of the Services, or terminate this Agreement, where we believe in good faith that:

(a) you have breached this Agreement or any policy incorporated into it;

(b) your conduct presents a risk of harm or legal exposure to us, to our users or to a third party;

(d) you no longer meet our eligibility requirements, including under Clause 4.2; or

(e) it is necessary for a legitimate business reason, including the discontinuation of a part of the Services under Clause 16.4.

We will give you notice where it is practicable and lawful to do so. Where the reason falls within paragraph (a), (b), (c) or (d), we may act immediately and without prior notice. Where we terminate for a reason within paragraph (e) only, and no other ground applies, we will give you at least thirty (30) days' notice.

20.3 Effect of termination

On termination:

(a) your right to access and use the Services ends immediately;

(b) you must cease all use of the MPChat software and remove it from your devices;

(d) we have no obligation to continue to provide any service to you, to retain or disclose to you information held in your former Account, or to forward to you or to any third party any message that was not read or sent.

Termination does not affect any right or remedy that had accrued before it, and does not prevent either party from pursuing a claim in respect of a prior breach.

20.4 Your assets on termination

Subject to Applicable Law, to the completion of any investigation, and to the settlement of every amount you owe us, we will return your MPChat Pay Balance to you on your instruction, by transfer of USDT to a blockchain address you specify, less applicable fees and network costs. You are responsible for the accuracy of that address, and Clause 7.3 applies.

If we are unable to return your MPChat Pay Balance because we cannot reach you using the contact information in our records, or because you do not give us a valid instruction, we will hold it in accordance with Applicable Law, including any applicable unclaimed property law.

Clause 8.5 governs the position of the Digital Assets in your MPChat Web3 wallet. Because export is not currently available, you should transfer those assets out before your access to MPChat ends. We cannot transfer them for you.

20.5 Survival

Clauses 1.6, 11.2, 12, 13, 15.2, 17, 18, 19, 20.3, 20.4, 21, 22 and 23, and any other provision that by its nature should survive, continue in force after termination.

21. Export Control and Sanctions

You must not export, re-export, import or transfer any material, including software, obtained through the Services in breach of Applicable Law, including the export control and sanctions laws of the United States. You undertake not to do so, and not to assist or participate in any such act. If you become aware of any such act, you must report it to us and assist us in dealing with it.

You must not use the Services to make any asset available, directly or indirectly, to a person or in a jurisdiction subject to sanctions.

22. Governing Law and Dispute Resolution

22.1 Governing law

This Agreement, and any dispute or claim arising out of or in connection with it, including as to its existence, validity, interpretation, performance, breach or termination, is governed by the laws of the State of Colorado, United States of America, without regard to its conflict of laws principles.

22.2 Jurisdiction

You and we submit to the exclusive jurisdiction of the state and federal courts located in the State of Colorado, United States of America, in respect of any dispute or claim arising out of or in connection with this Agreement.

22.3 Complaints first

Before commencing proceedings, you agree to raise the matter with us under the Complaint Policy and to allow us a reasonable opportunity to resolve it. This Clause does not prevent either party from seeking urgent injunctive relief under Clause 19.

22.4 Your own legal position

You are solely responsible for understanding and complying with the laws, regulations and policies of every jurisdiction to which you are subject and in which you use the Services. It is your obligation to satisfy yourself that your use of the Services is lawful where you are, and you are solely liable for any liability, penalty or claim arising from your failure to comply with local law.

23. Miscellaneous

23.1 Entire agreement

This Agreement, together with the documents listed in Clause 1.1, is the entire agreement between you and us in relation to the Services, and replaces any prior understanding or agreement on the same subject matter.

23.2 Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed, and the remaining provisions continue in full force and effect.

23.3 Waiver

A failure or delay in exercising a right under this Agreement is not a waiver of that right. A waiver of one breach is not a waiver of any other. A waiver is effective only if given by us in writing.

23.4 Assignment

You may not assign or transfer this Agreement, or any right or obligation under it, without our prior written consent, and any attempt to do so is void. We may assign or transfer this Agreement, or any right or obligation under it, to a member of the Group, or to a third party in connection with a merger, acquisition, reorganisation or sale of all or substantially all of our assets, on thirty (30) days' notice to you. This Agreement binds and benefits the parties and their respective successors and permitted assigns.

23.5 No agency

Nothing in this Agreement makes us your agent, trustee, fiduciary, partner or representative, and nothing creates a joint venture or employment relationship between us.

23.6 Notices

We may give you notice by email to the address associated with your Account, by in-app message or push notification, or by publication in the App or on the Site. A notice given by email or in-app message is deemed received on the day it is sent. A notice published in the App or on the Site is deemed received on the day of publication. You agree to receive notices electronically, and you must keep your contact details current.

You may give us notice by email to [email protected]. A notice to us is effective when we actually receive it. Formal legal process may be served on the relevant entity at its registered office stated at the beginning of this Agreement.

23.7 Headings

Headings are for convenience only and do not affect the interpretation of this Agreement.

23.8 Language

If there is any conflict, inconsistency or discrepancy between the English version of this Agreement and any translated version, the English version prevails to the extent permitted by Applicable Law.

23.9 Third-party rights

Except for the members of the Group and the persons indemnified under Clause 18, who may enforce the provisions that benefit them, no person other than you and us has any right to enforce any provision of this Agreement.

23.10 Effectiveness

This Agreement takes effect between you and us when you accept it in accordance with Clause 1.3.

24. Contact Us

If you have a question about this Agreement, or if you wish to make a complaint, contact us at:

Email: [email protected]

In-app: the support chat in MPChat

MP Network Inc — 8 The Green, Suite B, Dover, Delaware 19901, United States of America

MP PAYMENT INC — 1500 N Grant St Ste R, Denver, Colorado 80203, United States of America

Our Complaint Policy explains how we handle complaints and the timeframes that apply.

MPChat User Agreement · Version 2.1.0 · Effective August 17, 2026