IMPORTANT PLEASE READ CAREFULLY. These Terms of Use ("Terms") constitute a legally binding agreement between you and Tilt Pay. By creating an account, downloading the application, or accessing tilt-pay.com, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Parties and Definitions

These Terms are entered into between:

Service Provider: Tilt Pay is a trademark of Elliot Boyer, a sole proprietorship. Tilt Pay a company incorporated under French law, having its registered office at 9 Rue des Colonnes, 75002 Paris, France ("Tilt Pay", "we", "us", or "our").

User: Any individual or entity that accesses or uses the Tilt Pay mobile application (iOS or Android) or the website located at tilt-pay.com (collectively, the "Service"). Users are referred to as "you" or "your."

1.1 Key Definitions

For the purposes of these Terms, the following definitions apply:

• "Service" refers collectively to the Tilt Pay mobile application (iOS and Android), the website tilt-pay.com, and all related features, content, and functionality.

• "Tap-to-Pay" refers to the contactless peer-to-peer payment feature using Bluetooth technology embedded in the Tilt Pay application.

• "Wallet" refers to the non-custodial digital wallet associated with each Tilt Pay account, operated on the Solana blockchain and provided through circle.com infrastructure.

• "Transaction" refers to any transfer of digital assets or value initiated through the Service, including Tap-to-Pay payments, crypto transfers, tag-based transfers, and on/off-ramp operations.

• "On/Off-Ramp" refers to the feature allowing Users to convert between fiat currency and digital assets within the Service, provided by noah.com.

• "KYC" (Know Your Customer) means the identity verification process required for certain features of the Service, as detailed in Section 7.

• "Merchant User" means any User who receives more than $1,000 (one thousand U.S. dollars) in aggregate Tap-to-Pay payments within any rolling thirty (30) day calendar period.

• "Circle" means Circle Internet Financial LLC (circle.com), the third-party infrastructure provider powering non-custodial wallet functionality within the Service.

• "Noah" means Noah (noah.com), the third-party partner providing on/off-ramp and KYC services within the Service.

• "Solana" refers to the Solana blockchain network on which transactions are processed and recorded.

• "Applicable Law" means any applicable local, national, or international law, regulation, or regulatory guidance, including without limitation EU Regulation 2015/847, Directive (EU) 2015/2366 (PSD2), and applicable anti-money laundering (AML) regulations.

2. Nature of the Service

2.1 What Tilt Pay Is

Tilt Pay is a non-custodial peer-to-peer payment application that enables Users to send and receive digital value directly between devices using Bluetooth, without reliance on traditional payment networks such as Visa or Mastercard. Tilt Pay also provides crypto-to-crypto transfers, tag-based payment links, and optional on/off-ramp functionality through its partner Noah.

2.2 Non-Custodial Nature

Tilt Pay Does Not Hold Your Funds. This means:

• Tilt Pay does not at any time hold, control, manage, or have access to your funds or digital assets.

• Your Wallet is provided and managed through the Circle infrastructure. You are the sole owner and controller of your private keys.

• Tilt Pay has no technical ability to access your Wallet, reverse Transactions, freeze funds, or execute any operation on your behalf.

• You are solely and entirely responsible for the security of your account credentials, device, and private keys.

2.3 Blockchain Finality

ALL TRANSACTIONS EXECUTED THROUGH THE SERVICE ARE FINAL AND IRREVERSIBLE. Because Transactions are recorded on the Solana blockchain, once a Transaction is broadcast to the network it cannot be reversed, cancelled, or modified by Tilt Pay or any other party. You acknowledge that:

• Tilt Pay cannot and will not issue refunds for completed Transactions under any circumstances.

• Errors in recipient address, amount, or currency are entirely your responsibility.

• You must verify all payment details before authorizing any Transaction.

• Tilt Pay bears no liability for any loss resulting from an erroneous, unauthorized, or fraudulent Transaction.

2.4 Fee Structure

The following fees apply to use of the Service:

• Tap-to-Pay Receipts: A fee of one percent (1%) is charged to the recipient of each Tap-to-Pay payment at the time of the Transaction.

• On/Off-Ramp (IBAN): A fee of one percent (1%) applies to any fiat-to-digital or digital-to-fiat conversion via IBAN, processed by our partner Noah.

• Crypto Transfers & Tag Payments: Transfers of digital assets between Tilt Pay users via crypto address or payment tag are free of charge.

Tilt Pay reserves the right to modify its fee structure at any time upon thirty (30) days' prior notice. Continued use of the Service following such notice constitutes acceptance of the updated fees.

3. Eligibility

3.1 Age Requirement

You must have reached the age of legal majority in your country of residence to use the Service. In jurisdictions where the age of majority differs, the higher of eighteen (18) years or the applicable local age of majority applies. By using the Service, you represent and warrant that you meet this requirement. If you are a minor, you may not use the Service under any circumstances.

3.2 Legal Capacity

By accepting these Terms, you represent that: (a) you have the legal capacity to enter into a binding contract; (b) if using the Service on behalf of a company or other legal entity, you have the authority to bind that entity to these Terms; and (c) your use of the Service does not violate any Applicable Law or regulation.

3.3 Geographic Restrictions

The Service is NOT available to persons located in, or ordinarily resident in, the following countries or territories due to applicable sanctions, regulatory restrictions, or partner compliance requirements:

Afghanistan; Albania; Algeria; Bangladesh; Belarus; Central African Republic; China; Congo; Cuba; Eritrea; Ethiopia; Gaza Strip; Iran; Iraq; Kosovo; Lebanon; Libya; Mali; Morocco; Myanmar; Nepal; Nicaragua; Niger; Korea; North Macedonia; Pakistan; Qatar; Russian Federation; Somalia; South Sudan; Sudan; Syria; Ukraine; Venezuela; Yemen; Zimbabwe; Any other country or territory as notified by Tilt Pay from time to time.

By using the Service, you represent and warrant that you are not located in, resident in, or a national or agent of any of the foregoing jurisdictions. Tilt Pay reserves the right to update this list at any time without prior notice, in accordance with applicable sanctions law and partner requirements. Access to the Service from restricted jurisdictions is a material breach of these Terms and may result in immediate suspension of your account.

4. Account Creation and Security

4.1 Registration

To use the Service, you must create an account. The minimum information required to create a standard Tilt Pay account is your mobile phone number. Tilt Pay does not require your name, date of birth, or any additional personal data to open a standard account. You may be required to provide additional information to access certain features, as described below.

4.2 Account Security

You are solely responsible for:

• Maintaining the confidentiality and security of your account credentials, device PIN, biometric authentication, and private keys.

• All activity that occurs under your account, whether or not authorized by you.

• Notifying Tilt Pay immediately at contact@tilt-pay.com if you suspect unauthorized access to your account.

Because Tilt Pay has no access to your Wallet or private keys, we cannot assist in recovering lost credentials, reversing unauthorized Transactions, or restoring access to a compromised account. You acknowledge that losing access to your private keys may result in permanent and irretrievable loss of funds.

4.3 Account Accuracy

You agree to provide accurate and up-to-date information when creating your account and to promptly update such information if it changes. You may not create an account using a phone number that does not belong to you or that you are not authorized to use.

4.4 One Account per User

Each User may maintain only one active Tilt Pay account. The creation of multiple accounts for the purpose of circumventing fees, limits, KYC requirements, or any other restriction is strictly prohibited.

5. Permitted and Prohibited Uses

5.1 Permitted Uses

You may use the Service to:

• Send and receive payments via Tap-to-Pay to and from other Tilt Pay users.

• Transfer digital assets to other users via crypto address or payment tag.

• Convert between fiat currency (USD; EUR) and digital assets (USDC) via IBAN (on/off-ramp), subject to KYC requirements.

• View your Wallet balance and Transaction history.

• Manage your account settings and preferences.

5.2 Prohibited Uses

You may NOT use the Service to:

• Violate any Applicable Law or regulation, including anti-money laundering (AML) laws, counter-terrorism financing (CTF) regulations, or applicable sanctions regimes.

• Conduct, facilitate, or conceal any fraudulent, deceptive, or illegal transaction or activity.

• Impersonate any person or entity, or misrepresent your identity or affiliation.

• Circumvent, disable, or interfere with any security, authentication, or KYC feature of the Service.

• Use automated tools, bots, or scripts to access or interact with the Service without Tilt Pay's express written consent.

• Attempt to reverse engineer, decompile, disassemble, or derive source code from any component of the Service.

• Transmit any malware, viruses, or other harmful or disruptive code through the Service.

• Engage in any activity that disproportionately burdens the Service infrastructure.

• Use the Service to fund, facilitate, or promote terrorism, human trafficking, child exploitation, narcotics trafficking, weapons proliferation, or any other criminal activity.

• Access the Service from a jurisdiction listed in Section 3.3.

6. Merchant Users

6.1 Merchant Threshold

Any User who receives aggregate Tap-to-Pay payments exceeding $1.000 (one thousand U.S. dollars) or the equivalent in any other currency within any rolling thirty (30) day calendar period will be automatically reclassified as a "Merchant User."

6.2 KYC Obligation for Merchant Users

Merchant Users are required to complete a Know Your Customer (KYC) verification process before continuing to accept Tap-to-Pay payments above the threshold set forth in Section 6.1.

This process is administered by Tilt Pay and may involve the submission of identity documents and other information as required by Applicable Law.

6.3 Consequences of Non-Compliance

Failure to comply with the deadline set by Tilt Pay to complete the KYC procedure may result in the temporary suspension of your account until verification is complete. If you do not verify your account within 7 days, your account will be suspended indefinitely. However, you will still be able to withdraw your funds if no suspicious illegal activity is detected. Tilt Pay reserves the right to impose additional limits or requirements on merchant users at any time.

6.4 Merchant Responsibilities

Merchant Users are solely responsible for complying with all applicable tax, commercial, consumer protection, and payment service regulations in their jurisdiction, including but not limited to obligations arising from the receipt of payment from customers.

7. Know Your Customer (KYC) and Identity Verification

7.1 Standard Account — No KYC Required

Standard Tilt Pay accounts require only a mobile phone number. No identity documents, name, or other personal data are required to open an account or to send and receive payments via Tap-to-Pay (subject to the Merchant User threshold) or crypto/tag transfers.

7.2 On/Off-Ramp — KYC Mandatory

To access the on/off-ramp feature (fiat-to-digital or digital-to-fiat conversions), you must complete a KYC verification process administered by our partner Noah (noah.com). By initiating the KYC process, you agree to be bound by Noah's separate terms of service and privacy policy in addition to these Terms. Tilt Pay does not directly process or retain KYC documents; such data is handled exclusively by Noah in accordance with its own data protection obligations.

7.3 Merchant KYC

As described in Section 6, Users who exceed the Merchant User threshold are required to complete KYC with Tilt Pay. This process is initiated automatically and Users will receive notification through the application.

7.4 Regulatory Compliance

Tilt Pay reserves the right to request additional identity information, impose transaction limits, suspend accounts, or report suspicious activity to relevant authorities at any time, as required by Applicable Law, including without limitation EU Directive 2015/849 on the prevention of the use of the financial system for money laundering or terrorist financing.

8. Third-Party Services and Partners

8.1 Circle

Wallet infrastructure and non-custodial wallet services are provided by Circle Internet Financial, LLC ("Circle"). By using the Service, you acknowledge that certain wallet functionalities are subject to Circle's terms of service and privacy policy, available at circle.com. Tilt Pay is not responsible for the availability, security, or performance of Circle's services.

8.2 Noah

On/off-ramp and KYC services are provided by Noah (noah.com) ("Noah"). Use of on/off-ramp functionality requires acceptance of Noah's terms of service. Tilt Pay does not control Noah's services and is not liable for any act or omission of Noah, including any failure to process a fiat transfer or any KYC determination.

8.3 Solana Network

Transactions are recorded on the Solana public blockchain. Tilt Pay has no control over the Solana network and is not responsible for network outages, congestion, forks, protocol changes, or any other event affecting the availability or finality of Transactions on the Solana network.

8.4 No Endorsement

References to third-party services within the Service do not constitute an endorsement or recommendation by Tilt Pay. You access and use third-party services at your own risk and subject to their respective terms.

9. Intellectual Property

9.1 Ownership

The Service, including all software, code, design, trademarks, logos, text, graphics, and other content ("Tilt Pay Content"), is owned by Tilt Pay or its licensors and is protected by applicable intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Tilt Pay Content except the limited license set forth below.

9.2 Limited License

Subject to your compliance with these Terms, Tilt Pay grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service on your personal device(s) solely for your personal or commercial use in accordance with these Terms.

9.3 Restrictions

You may not copy, modify, distribute, sell, sublicense, reverse engineer, or create derivative works from any portion of the Service without Tilt Pay's prior written consent.

10. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the service is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation.

Tilt Pay does not warrant that: (a) the service will meet your requirements; (b) the service will be available at all times, uninterrupted, timely, secure, or error-free; (c) any transaction will be processed or completed successfully; (d) the results of using the service will be accurate or reliable; or (e) any errors or defects in the service will be corrected.

Digital asset markets are highly volatile. The value of any digital asset held in your Wallet may increase or decrease rapidly and unpredictably. Tilt Pay makes no representation as to the value, stability, or future performance of any digital asset.

11. Indemnification

You agree to defend, indemnify, and hold harmless Tilt Pay and its affiliates, officers, directors, employees, contractors, licensors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any Applicable Law; (d) your violation of any third-party right, including intellectual property or privacy rights; or (e) any Transaction initiated through your account.

12. Privacy and Data Protection

The collection, use, and processing of personal data in connection with the Service is governed by Tilt Pay's Privacy Policy, which is a separate document available at tilt-pay.com/privacy. The Privacy Policy is incorporated into these Terms by reference. By using the Service, you acknowledge that you have read and agree to the Privacy Policy.

For standard accounts, Tilt Pay collects only your mobile phone number. Additional data may be collected if you use the on/off-ramp feature (handled by Noah) or if you qualify as a Merchant User and are required to complete KYC. All personal data is processed in accordance with the General Data Protection Regulation (GDPR) (EU) 2016/679 and other applicable data protection laws.

13. Suspension and Termination

13.1 By You

You may close your Tilt Pay account at any time by following the account deletion procedure within the application. Closing your account does not affect any Transactions already completed, and you remain responsible for all obligations incurred prior to closure. Note that because your Wallet is non-custodial, closing your Tilt Pay account does not delete your Wallet or affect assets held therein.

13.2 By Tilt Pay

Tilt Pay reserves the right to suspend, restrict, or terminate your access to the Service, with or without notice, if we reasonably believe that:

• You have violated these Terms or any Applicable Law;

• Your account is being used for fraudulent, illegal, or suspicious activity;

• You are located in or have accessed the Service from a restricted jurisdiction (Section 3.3);

• You have failed to complete required KYC within the applicable timeframe;

• Suspension or termination is required by a regulatory authority or court order.

Because Tilt Pay has no access to your Wallet, suspension of your account will not affect digital assets held in your non-custodial Wallet.

13.3 Effect of Termination

Upon termination, your license to use the Service immediately ceases. Provisions of these Terms that by their nature should survive termination (including Sections 2.3, 10, 11, 12, 15, and 16) shall survive.

14. Modifications to the Terms

Tilt Pay reserves the right to modify these Terms at any time. We will provide notice of material changes by: (a) updating the "Effective Date" at the top of this document; (b) posting a notice within the application; and/or (c) sending a notification to your registered phone number where technically feasible.

Your continued use of the Service after the effective date of any modification constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using the Service and close your account.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy and any other policies or agreements expressly incorporated herein, constitute the entire agreement between you and Tilt Pay with respect to the Service and supersede all prior or contemporaneous understandings.

15.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

15.3 Waiver

Tilt Pay's failure to enforce any provision of these Terms shall not be deemed a waiver of that provision or of any other provision. Any waiver must be in writing and signed by an authorized representative of Tilt Pay.

17.4 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without Tilt Pay's prior written consent. Tilt Pay may assign its rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

15.5 Force Majeure

Tilt Pay shall not be liable for any delay or failure to perform its obligations under these Terms if such delay or failure results from causes beyond its reasonable control, including but not limited to blockchain network failures, acts of God, natural disasters, governmental actions, cyberattacks, or internet infrastructure failures.

15.6 Language

These Terms are written in English. In the event of any inconsistency between an English version and any translation, the English version shall prevail.

15.7 No Partnership

Nothing in these Terms shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between you and Tilt Pay.

16. Contact Information

For any questions, notices, or concerns regarding these Terms or the Service, please contact:

Tilt Pay

9 Rue des Colonnes

75002 Paris, France

Email: contact@tilt-pay.com

Website: https://tilt-pay.com