OnePay Stablecoin Account Customer Agreement

THIS AGREEMENT INCLUDES A JURY TRIAL WAIVER AND A BINDING ARBITRATION PROVISION THAT CONTAINS A CLASS ACTION WAIVER. PLEASE REFER TO THE ARBITRATION SECTION BELOW FOR MORE INFORMATION.

ONEPAY STABLECOIN ACCOUNT CUSTOMER AGREEMENT

Stablecoins (also referred to herein as “digital assets”) are products whose value, reliability, and availability can change unexpectedly. While supported stablecoins (such as USDC) are designed to maintain a stable value relative to the U.S. dollar, they may lose value, become illiquid, or experience operational disruption. Stablecoins are non-deposit, non-bank products that are not FDIC or SIPC insured and involve risk, including monetary loss. Please carefully consider whether using these services is appropriate for you.

This OnePay Stablecoin Account Customer Agreement (the “Agreement”) between you and OneProgress Assets LLC (“OneProgress,” “we,” “us,” or “our”) contains terms and conditions related to aspects of your “Stablecoin Account” provided by Bridge Building Inc (“Bridge”). Your Stablecoin Account will be accessible via the OnePay App (as defined below). We refer to the Stablecoin Account, your use of the OnePay App to access the Stablecoin Account functionality, and related services as the “OnePay Stablecoin Program.” OneProgress interacts with clients through a website and mobile application (collectively, the “OnePay App”), which is owned and operated by OneProgress’s affiliate, One Finance, Inc. (“OFI”).

The OnePay Stablecoin Program allows users to register a Stablecoin Account with Bridge to enable supported stablecoin to U.S. dollar conversions by Bridge, with stablecoin in your Stablecoin Account converted to U.S. dollars and the resulting proceeds transferred to your Destination Account (defined below). Each such transaction shall be referred to as a “Stablecoin Deposit.” By registering a Stablecoin Account and accessing the OnePay Stablecoin Program, you agree to all of the OnePay Stablecoin Terms (as defined below) and the terms set forth in the Bridge User Agreement (the “Bridge User Agreement”). The Stablecoin Account, conversions of stablecoin to U.S. dollar, and all other services discussed in the Bridge User Agreement are all provided by Bridge, not OneProgress, and such services are collectively referred to herein as the “Bridge Services.” Despite any language to the contrary, including in the Bridge User Agreement, you will not be provided the Bridge Services listed in Exhibit A of the Bridge User Agreement or be permitted to use Bridge Services for the purchase of any cryptocurrency, including stablecoin. If you do not agree to the Bridge User Agreement, do not register for a Stablecoin Account and do not access and use the OnePay Stablecoin Program.

By applying for a Stablecoin Account, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. The terms and conditions of this Agreement (including, for the clarification of doubt, each of the documents 1–4 enumerated below) will control any Stablecoin Account you open through the OnePay App.

This Agreement also refers to and includes the following (together, the “OnePay Disclosures”):

1. OnePay Terms of Service

2. E-Sign Consent Agreement

3. OnePay Privacy Policy

4. OnePay Privacy Notice 

Other products and services offered by our affiliates through the OnePay App are governed through separate agreements, and current versions of these agreements and this Agreement are available at https://www.onepay.com/legal (the “Disclosure Library”).

By using the OnePay Stablecoin Program, you acknowledge that you have carefully read, understood, and accepted the OnePay Disclosures as updated from time to time and all other disclosures and documents related to your Stablecoin Account (collectively, the “OnePay Stablecoin Terms”). You are responsible for reviewing the OnePay Stablecoin Terms for updates, and you agree to be bound by the version in effect at the time of your use.

1. Your Stablecoin Account
   
   Stablecoin Account Overview.  To access Bridge Services, you will need to first establish a Stablecoin Account with Bridge by completing the onboarding process offered through the OnePay App. The OnePay App provides you with a platform to access the Bridge Services and may also provide you with a platform to access services offered by OneProgress’s affiliates. By using the OnePay App, you understand and acknowledge that all instructions which are routed to Bridge for your Stablecoin Account are your transactions, and you agree to be bound by all terms and conditions pertaining to such transactions in accordance with the Bridge User Agreement. You acknowledge and agree that OneProgress does not and will not serve as your agent with respect to any stablecoin services, notwithstanding that all instructions for Bridge Services and Stablecoin Deposits will be routed through the OnePay App. 
   
   The OnePay App is provided solely for your personal, non-commercial, and non-professional use, and is subject to the terms and conditions set forth in this Agreement, as well as any additional terms or disclosures published from time to time by OneProgress or its affiliates.
   
   You are permitted to maintain only one Stablecoin Account. If you open multiple Stablecoin Accounts, we reserve the right to take any action permitted under this Agreement and applicable law, including, without limitation, asking Bridge to close one or more of your Stablecoin Accounts, or limiting your access to the OnePay App.
   
   (a) General Requirements
   
   You can access the OnePay Stablecoin Program only through the OnePay App. To apply for a Stablecoin Account and access the OnePay Stablecoin Program:

   1. You must be a registered OnePay user and have a OnePay deposit account in good standing.

   2. You must pass Bridge’s verification checks. Bridge will only approve a Stablecoin Account if it has determined that you meet Bridge’s standards for opening a Stablecoin Account, including information necessary to verify your identity.

   3. If you are a resident of the United States, you may only register for a Stablecoin Account and access the OnePay Stablecoin Program to use the Bridge Services if you are a resident of a state, district, or territory in which Bridge is authorized to provide the Bridge Services (a “Permitted U.S. Jurisdiction”). Please note that the availability of Bridge Services may vary depending on the Permitted U.S. Jurisdiction in which you reside.
      
      
      

2. Demand Deposit Account
   
   Certain financial products, including demand deposit accounts, are offered separately through OFI’s partnerships with unaffiliated FDIC-member banks (each, a “Sponsor Bank”). Any such demand deposit account is governed by its applicable terms and conditions (the “OnePay Deposit Account Agreement”), as set forth in the Disclosure Library. Opening a OnePay deposit account with a Sponsor Bank is a prerequisite to opening a Stablecoin Account. This Agreement does not modify the OnePay Deposit Account Agreement; it provides the substantive authorization for the OnePay Stablecoin Program and works alongside the OnePay Deposit Account Agreement.
   
   For purposes of this Agreement, your OnePay deposit account will serve as your “Destination Account.” The term “Destination Account” means the demand deposit account established by you, which is where the U.S. dollar proceeds from each Stablecoin Deposit transaction are made available. The amount credited to your Destination Account will be the actual U.S. dollar amount Bridge delivers from the conversion at the prevailing Conversion Rate (as defined in Section 4(b) of this Agreement).
   
   Once the U.S. dollar amount of a Stablecoin Deposit transaction is made available in your Destination Account, the funds are governed by the OnePay Deposit Account Agreement. 
   
   Not a Loan or Extension of Credit.  Upon Bridge’s confirmation of conversion, Sponsor Bank may make available in your Destination Account a U.S. dollar amount equal to the actual conversion proceeds (the “Early Deposit”). The Early Deposit may be made available promptly after Bridge confirms the conversion, but before Bridge delivers the corresponding U.S. dollar amount to a settlement account at Sponsor Bank. The Early Deposit is not a loan, line of credit, or extension of credit of any kind, and does not create a debtor-creditor relationship between you and OneProgress, OFI, or any Sponsor Bank. The Early Deposit is subject to final reconciliation at end-of-day settlement as described in Section 4(b) of this Agreement. No interest, finance charge, or credit fee applies to the Early Deposit. Early Deposits are not provided by Bridge. 
   
   Any deposit not posted as an Early Deposit to your Destination Account will otherwise be posted in accordance with the OnePay Deposit Account Agreement. Your Destination Account reflects a U.S. dollar balance only. You do not hold, custody, or transact in stablecoins in or through your Destination Account. All stablecoins are received and converted by Bridge (including, at OneProgress’s or Bridge’s discretion, through one or more intermediate settlement steps) before any U.S. dollar amount is made available to you, and only the resulting U.S. dollar proceeds are credited to and held in your Destination Account.
   
   Subject to applicable law, OneProgress, OFI, or Sponsor Bank may cancel Early Deposits or suspend your ability to participate in Early Deposits at any time and without notice. You acknowledge and agree that OneProgress, OFI, and Sponsor Bank do not guarantee the availability of Early Deposits, even if provided in the past, and that no party is liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising if and when Early Deposits are not provided.
   
   

3. Representations and Warranties
   
   You represent and warrant to us that the following statements are true, accurate, and complete as of the date you enable your Stablecoin Account and will remain so for the duration of your use of the OnePay Stablecoin Program:
   
   (a) You are at least eighteen (18) years old, and are fully authorized to enter into and be bound by this Agreement and the OnePay Stablecoin Terms.
   
   (b) All information provided by you to us from time to time, including information provided in connection with application for, or use of, the OnePay Stablecoin Program, is true, complete, and accurate, and you authorize us to make any inquiry (with third parties or otherwise) to verify such information.
   
   (c) You are the sole beneficial owner of all stablecoins sent to the Bridge deposit address in connection with a Stablecoin Deposit, and the OnePay Stablecoin Program is used solely for your benefit and not on behalf of any other person or entity. You are not using the OnePay Stablecoin Program to receive stablecoins from any third party.
   
   (d) Any external blockchain wallet or address used by you to initiate a Stablecoin Deposit is owned and controlled by you, and your use of such wallet or address does not violate any applicable law, sanctions restriction, anti-money laundering requirement, or third-party right. You are not authorized to use the OnePay Stablecoin Program to receive stablecoins at the Bridge deposit address from any wallet or address you do not own and control.
   
   (e) The stablecoins you send through the OnePay Stablecoin Program are not the direct or indirect proceeds of any criminal or fraudulent activity.
   
   

4. Bridge Relationship and Conversion
   
   (a) Bridge’s Role
   
   By using the OnePay Stablecoin Program, you authorize OneProgress to transmit your instructions to Bridge for Bridge Services and enable Stablecoin Deposit transactions through the OnePay App.
   
   Bridge, not OneProgress, is responsible for Bridge Services, including receipt and conversion of stablecoin for each Stablecoin Deposit. OneProgress does not, at any time, receive, hold, custody, or take title to your stablecoins. The stablecoins you send in connection with a Stablecoin Deposit are received and converted by Bridge. 
   
   You understand and acknowledge that neither the Bridge Services nor the stablecoins you send through the OnePay Stablecoin Program are under the control of OneProgress, its affiliates, or any Sponsor Bank. You further understand and acknowledge that, upon transfer of stablecoins to the Bridge deposit address, your stablecoins are outside of OneProgress’s possession and control, and that OneProgress does not have the ability to monitor or recall the stablecoins after they have been transferred to Bridge.
   
   You further understand and acknowledge that, at the time you send stablecoins to the Bridge deposit address and prior to conversion and settlement to your Destination Account, your stablecoins and any funds held by Bridge in connection with the Stablecoin Deposit will not be insured by the Securities Investor Protection Corporation (“SIPC”), nor will they be insured by the Federal Deposit Insurance Corporation (“FDIC”). Stablecoins are not deposits.
   
   You agree that Bridge may accept from us, without inquiry or investigation:
   

   1. instructions regarding the receipt and conversion of stablecoins for the purpose of a Stablecoin Deposit;

   2. instructions regarding the transmission of the resulting U.S. dollar proceeds to an account at the Sponsor Bank; and

   3. any other instructions concerning your Stablecoin Deposit transactions.

   
   
   Bridge will look solely to us, unless otherwise directed by us, and not to you, with respect to any such instructions. If you want to learn more about Bridge’s role, you may contact us or Bridge directly using the contact information in the Bridge User Agreement.
   
   You agree to hold OneProgress and its affiliates harmless from and against any losses, costs, or expenses arising in connection with any action taken by Bridge in accordance with this Agreement and the terms and conditions you have or will enter into with Bridge under the Bridge User Agreement. You further understand and agree that OneProgress is not responsible, and will not be liable for, Bridge’s actions. In accordance with the Bridge User Agreement, you agree to resolve any disputes you have with Bridge directly, except that disputes relating to the credit to your Destination Account, including Early Deposits, remain subject to your rights under the OnePay Deposit Account Agreement. 
   
   (b) Conversion and Early Deposits
   
   When Bridge confirms receipt of supported stablecoins in connection with a Stablecoin Deposit, Bridge executes the conversion of the stablecoins to U.S. dollars at the prevailing market rate at the time of conversion (the “Conversion Rate”). OneProgress then may instruct OFI, and OFI instructs the Sponsor Bank, to make available in your Destination Account an Early Deposit equal to the actual U.S. dollar proceeds resulting from Bridge’s conversion at the Conversion Rate.
   
   Your stablecoins may be converted to U.S. dollars in a single step or through one or more intermediate settlement steps, which may include the temporary conversion of your stablecoins into a different stablecoin before conversion into U.S. dollars. OneProgress and Bridge may use, add, change, or discontinue any such intermediate settlement method at any time, in our or Bridge’s sole discretion and without notice. Any intermediate stablecoin serves solely as a transient settlement mechanism; you do not hold or receive any intermediate stablecoin, and only the resulting U.S. dollar proceeds are credited to your Destination Account at the Conversion Rate.
   
   The Early Deposit is made available promptly after Bridge confirms the conversion and may be made available before Bridge has delivered the corresponding U.S. dollar amount to the relevant settlement account at the Sponsor Bank. Bridge delivers the underlying conversion to the relevant settlement account at the end of the same business day or otherwise in accordance with Bridge’s settlement schedule, and OneProgress reconciles the prefunded position with the resulting settlement.
   
   OneProgress does not control the Conversion Rate and does not guarantee that you will receive any particular U.S. dollar amount for a given quantity of stablecoins.
   
   If a supported stablecoin has lost value relative to the U.S. dollar at the time of conversion, including as a result of a depeg, decline in market value, or other change in the relationship between the stablecoin and the U.S. dollar, any Early Deposit made available in your Destination Account will reflect that lower value and may be less than the face value of the stablecoins you sent. Neither OneProgress nor any of its affiliates is responsible for any such difference. You acknowledge that this risk is inherent to using the OnePay Stablecoin Program and you accept this risk.
   
   Settlement and Reconciliation.  Any Early Deposit is conditional upon Bridge’s settlement of U.S. dollars into the relevant account at Sponsor Bank. If Bridge fails to settle the underlying conversion, including if Bridge reverses or claws back the transaction in accordance with the Bridge User Agreement; if a compliance review by Bridge results in the transaction being unwound; or if settlement otherwise does not occur as expected, OneProgress, OFI, and the Sponsor Bank may reverse the corresponding Early Deposit in your Destination Account in accordance with the OnePay Deposit Account Agreement. This settlement-reversal right is separate from, and does not affect, the depeg risk you bear as described above; the depeg risk is reflected in the Early Deposit amount itself (which equals the actual conversion proceeds), while the settlement-reversal right protects against Bridge’s failure to settle a transaction at all.
   
   

5. Initiating Stablecoin Deposit Transactions
   
   (a) Authorizations and Ongoing Authorization
   
   By enabling the OnePay Stablecoin Program and accepting this Agreement, you provide each of the authorizations in this Section 5(a) on a continuing basis. These authorizations apply to every Stablecoin Deposit you initiate, without further action by you. Each Stablecoin Deposit you initiate is deemed to be authorized by you pursuant to this Section. No additional or per-transaction consent or authorization is required from you for OneProgress, OFI, the Sponsor Bank, or Bridge to process Stablecoin Deposits you initiate. You may revoke these authorizations at any time by disabling the OnePay Stablecoin Program in the OnePay App; revocation will not affect Stablecoin Deposits that have already been initiated or any reversal, correction, or adjustment relating to those Stablecoin Deposits.
   
   You authorize the following:
   
   (i) OneProgress to collect, verify, and record information that identifies you (“Personal Information”), and to share that Personal Information and the results of any Personal Information verification with Bridge so that Bridge can perform the identity verification, sanctions screening, anti-money laundering, and other compliance checks it requires for your Stablecoin Account, including the checks described in Section 1(a) of this Agreement. You authorize OneProgress to share such Personal Information with Bridge on an ongoing basis, in accordance with the OnePay Privacy Policy, until your Stablecoin Account is closed or terminated in accordance with this Agreement or the Bridge User Agreement. Bridge, not OneProgress, is responsible for the regulated compliance functions associated with your Stablecoin Account.
   
   (ii) Bridge to receive supported stablecoins at the deposit address Bridge provides through the OnePay App, take title to those stablecoins upon receipt, hold the stablecoins in transit, and convert them to U.S. dollars at the prevailing Conversion Rate in accordance with the Bridge User Agreement;
   
   (iii) OneProgress to coordinate the Stablecoin Deposit on your behalf, including transmitting your instructions to Bridge and instructing OFI (which will in turn instruct Sponsor Bank) to make the corresponding U.S. dollar credit, including any Early Deposit, available in your Destination Account;
   
   (iv) OFI, as program manager for your OnePay deposit account, to receive OneProgress’s instructions and to instruct the Sponsor Bank to make the corresponding credit, including any Early Deposit, available in your Destination Account based on the actual U.S. dollar proceeds resulting from Bridge’s conversion at the Conversion Rate. OFI’s role is limited to following OneProgress’s instructions for the fiat leg; OFI does not exercise discretion over Stablecoin Deposit transactions;
   
   (v) The Sponsor Bank to make the credit, including any Early Deposit, available in your Destination Account based on OFI’s instruction, conditional upon Bridge’s settlement of the underlying conversion as described in Section 4(b) of this Agreement;
   
   (vi) Bridge to deliver the U.S. dollar proceeds from the conversion to a settlement account at the Sponsor Bank, and the Sponsor Bank to reconcile those proceeds against any Early Deposit previously made available to you; and
   
   (vii) Any subsequent debits, credits, or adjustments to your Destination Account as necessary to correct errors, reverse any credits, including Early Deposit, that Bridge fails to settle as described in Section 4(b) of this Agreement, give effect to settlement-failure reversals, or otherwise give effect to this Agreement and the OnePay Deposit Account Agreement. Any such debit, reversal, correction, or adjustment is made in accordance with Section 7 of this Agreement and the relevant provisions of the OnePay Deposit Account Agreement.
   
   (b) How a Stablecoin Deposit Works
   
   To initiate a Stablecoin Deposit, you send supported stablecoins from an external blockchain address you own and control to the Bridge deposit address. The OnePay Stablecoin Program is available only for transactions where the sending address is owned and controlled by you. If we or Bridge determine that a stablecoin transfer was initiated from an address not owned and controlled by you, we or Bridge may refuse to process the transaction, reverse the transaction, or take any other action permitted under this Agreement, the Bridge User Agreement, or applicable law.
   
   Your act of sending supported stablecoins to the Bridge deposit address constitutes your instruction to OneProgress and Bridge to complete the Stablecoin Deposit as described in this Agreement. You do not acquire, hold, or custody stablecoins on the OnePay App at any point. Upon Bridge’s confirmation of receipt and execution of the conversion of the Stablecoin Deposit, OneProgress, OFI, and Sponsor Bank will make the corresponding credit available in your Destination Account at the Conversion Rate, as described in Section 4(b) of this Agreement.
   
   (c) Discretion Over User Interface
   
   You acknowledge that you have elected to use the OnePay App as your user interface to access the OnePay Stablecoin Program and agree that OneProgress retains sole discretion over the design, functionality, and operation of the user interface and the OnePay App. OneProgress may, at any time and without prior notice, make changes to the OnePay App or its underlying systems, including but not limited to interface features, transaction types, and the list of supported assets. You understand and agree that OneProgress is not responsible for any losses, costs, or damages arising from any such modifications, suspensions, or terminations of functionality or features within the OnePay App.
   
   (d) Refusal, Cancellation, or Reversal of Transactions
   
   We may, at our sole discretion and without prior notice to you, refuse, cancel, or restrict any Stablecoin Deposit. Bridge has separate rights under the Bridge User Agreement to refuse, cancel, correct, clawback, or reverse Stablecoin Deposits in its sole discretion. In the event Bridge refuses, cancels, or reverses a Stablecoin Deposit, or otherwise fails to settle the U.S. dollars from a Stablecoin Deposit, we will receive a notification from Bridge and, in turn, OFI will instruct the Sponsor Bank to reverse the corresponding credit, including any Early Deposit, in your Destination Account. You acknowledge and agree that OneProgress is under no obligation to compensate or reimburse you following any Bridge refusal, cancellation, reversal, or settlement failure; such disputes must be addressed with Bridge and will be subject to the Bridge User Agreement.
   
   (e) Transaction History
   
   Information related to your Stablecoin Account, including transaction history, is the responsibility of Bridge and is provided by OneProgress through the OnePay App. OneProgress does not guarantee the accuracy of such information. Should you have questions regarding your Stablecoin Account, you should contact OnePay Customer Support through the OnePay App.
   
   

6. Supported Stablecoins and Networks
   
   Only specified stablecoins on specified blockchain networks are supported for use with the OnePay Stablecoin Program (the “Supported Assets”). The current list of Supported Assets and supported blockchain networks is available in the OnePay App. We may add or remove Supported Assets, or change supported networks, at any time in our or Bridge’s sole discretion, with or without notice.
   
   You are solely responsible for ensuring that you send only Supported Assets, on the correct supported blockchain network, to the Bridge deposit address provided through the OnePay App. Sending an unsupported asset, sending to an incorrect or unsupported address, or sending on an unsupported network may result in permanent and irreversible loss of funds. For example, sending a Solana-based stablecoin to an Ethereum-network address or sending to an address that does not support the specific asset may result in a complete and irreversible loss. Neither OneProgress, OFI, the Sponsor Bank, nor Bridge provides recovery services for stablecoins or other digital assets sent to incorrect addresses, sent on unsupported networks, or that are not Supported Assets.
   
   Stablecoin Deposits require Bridge to receive the required number of network confirmations on the relevant blockchain before the conversion to U.S. dollars is completed. The number of confirmations required varies by network and may result in delays before the credit, including any Early Deposit, is made available in your Destination Account. Bridge may also impose additional reviews, holds, or compliance checks on Stablecoin Deposits in its discretion, which may further delay the availability of funds.
   
   

7. Errors, Reversals, and Dispute Resolution
   
   If you believe an error has occurred in connection with a Stablecoin Deposit, including that a credit was not made available in your Destination Account when it should have been; that the amount credited is materially different from the proceeds Bridge actually delivered from the conversion; or that a Stablecoin Deposit was made without your authorization, you should contact OnePay Customer Support through the OnePay App as soon as you become aware of such error.
   
   Once the credit is made available in your Destination Account, your rights and the procedures for resolving errors related to the Destination Account credit are governed by the OnePay Deposit Account Agreement. 
   
   Errors, reversals, or disputes relating to Bridge’s receipt, custody, or conversion of stablecoins (including any failure of Bridge to receive stablecoin for a Stablecoin Deposit; the Conversion Rate Bridge achieved at conversion; any reversal or clawback by Bridge; or any other matter governed by the Bridge User Agreement) are governed by the Bridge User Agreement. OneProgress will coordinate with Bridge on investigations of any Stablecoin Deposits in question and will work in good faith to support timely resolution of customer disputes, but the substantive rights and remedies for matters governed by the Bridge User Agreement are between you and Bridge.
   
   OneProgress may correct any errors identified in connection with the OnePay Stablecoin Program without prior notice, including by debiting your Destination Account for amounts improperly credited or to reverse any credit, including an Early Deposit where Bridge has failed to settle the underlying conversion. Such corrections may result in a negative balance in your Destination Account, for which you remain fully liable. We shall not be liable in connection with any errors arising out of or relating to a Stablecoin Deposit, except as a result of gross negligence or willful misconduct on our part.
   
   

8. Service Suspension or Termination
   
   OneProgress may, in its sole discretion and at any time, restrict, suspend, or terminate your access to the OnePay Stablecoin Program, either temporarily or permanently, with or without prior notice. OneProgress may also instruct Bridge to take any action permitted under the Bridge User Agreement with respect to your Stablecoin Deposits or your Stablecoin Account, including freezing, suspending, or terminating your access. In the event of any such action, you remain fully responsible for all obligations related to your use of the OnePay Stablecoin Program, including outstanding fees, balances, and the settlement of pending transactions. OneProgress shall not be liable for any losses, tax consequences, or other liabilities resulting from such suspension or termination.
   
   

9. Fees and Taxes
   
   (a) No OneProgress Service Fee.  OneProgress does not charge a service fee for the OnePay Stablecoin Program. OneProgress may implement new fees or modify existing fees at any time, in its sole discretion, with notice to you by email, in the OnePay App, or other reasonable method. 
   
   (b) Network Fees.  Blockchain networks may impose network fees on transactions, which are paid by you to the network and are not received or controlled by OneProgress, OFI, the Sponsor Bank, or Bridge. Network fees reduce the amount of stablecoin actually delivered to the Bridge deposit address from your originating wallet.
   
   (c) Taxes.  You are solely responsible for all applicable taxes, duties, interest, and penalties that may arise in connection with your use of the OnePay Stablecoin Program. Any resulting credit of U.S. dollars, including from an Early Deposit from a Stablecoin Deposit, may constitute taxable income to you, or the underlying conversion may be a taxable event. We do not provide tax advice. You agree to comply with all tax reporting obligations required under applicable law.
   
   

10. Risk Disclosures
    
    Although OneProgress is not involved at any point in effecting the conversion of stablecoins to U.S. dollars (which is performed by Bridge), we want to make you aware of certain risks involved when you use the OnePay Stablecoin Program. You acknowledge and agree that OneProgress is not liable for any losses you may incur should any of the risks enumerated below, or any other factor, come to pass.

    
    (a) Stablecoin Value and Conversion Risk
    
    Stablecoins are not legal tender in the United States. The price of stablecoins is intended to track the U.S. dollar, but a stablecoin may lose its peg, depreciate in value, or become illiquid. Because any resulting credit of U.S. dollars from a Stablecoin Deposit made available in your Destination Account depends on the actual Conversion Rate Bridge achieves at the time of conversion, you may receive less than the face value of the stablecoins you sent if the stablecoin has depegged or otherwise lost value.
    
    (b) Early Deposit Is Not a Loan
    
    Any Early Deposit is not a loan or extension of credit. OneProgress is not a lender in connection with the OnePay Stablecoin Program. Any Early Deposit is subject to reversal if Bridge fails to settle the underlying conversion as described in Section 4(b) of this Agreement.

    (c) Irreversibility of Blockchain Transactions
    
    Blockchain transactions are generally irreversible once submitted to the applicable blockchain network. Sending stablecoins to an incorrect address, an unsupported address, or an unsupported blockchain network may result in permanent and irreversible loss.
    
    (d) Cybersecurity
    
    The cybersecurity risks of stablecoins and related wallets include hacking vulnerabilities and the risk that publicly distributed ledgers may not be immutable. A cybersecurity event involving you, the external wallet you use to initiate a Stablecoin Deposit, the stablecoin issuer, the blockchain network, or any other party could result in a substantial, immediate, and irreversible loss of your stablecoins.
    
    (e) Stablecoin Issuers and Intermediaries
    
    Regulation of stablecoins is constantly evolving. A lack of regulatory oversight creates a risk that a stablecoin issuer may not hold sufficient reserves to redeem stablecoins, that a stablecoin issuer may not be easily identified or held accountable, and that intermediaries (including Bridge) may experience operational disruptions. In addition, the stablecoin you send may be the subject of regulatory enforcement action that prevents or delays your Stablecoin Deposit.
    
    (f) Network Risk; Forks
    
    Blockchain networks are subject to risks including network congestion, validator or miner activity, forks, smart contract vulnerabilities, and bridge or interoperability failures. These risks may delay, fail, or otherwise affect a Stablecoin Deposit.

    (g) Regulatory Landscape
    
    Stablecoins currently face an uncertain regulatory landscape in the United States. Federal and state laws and regulations applicable to stablecoins are evolving, and changes may impact the price of stablecoins, their acceptance by users and service providers, or the operation of the OnePay Stablecoin Program.
    
    (h) FDIC and SIPC Coverage
    
    Stablecoins are not deposits and are not insured by the FDIC or SIPC. Funds in transit at Bridge (whether as stablecoins prior to conversion or as U.S. dollars between conversion and settlement to Sponsor Bank) are not insured by the FDIC or SIPC. FDIC insurance, subject to applicable limits and requirements, applies only after the credit for the Stablecoin Deposit has been made available in your Destination Account at the Sponsor Bank.
    
    (i) No Guarantee of Conversion Rate or Amount
    
    OneProgress does not guarantee that you will receive any particular U.S. dollar amount for a given quantity of stablecoins. The Conversion Rate is determined by Bridge based on market conditions and may include a spread or fee. Any credit for a Stablecoin Deposit made available in your Destination Account will equal the actual proceeds Bridge delivers, which may be less than the face value of the stablecoins you sent.
    
    

11. Account Security
    
    You are solely responsible for safeguarding the confidentiality of your OnePay App credentials, including your username and password, and the security of any external blockchain wallet you use to initiate a Stablecoin Deposit. Any individual who accesses your OnePay App account using your credentials will be deemed to have your authorization, and OneProgress will not be liable for any losses, damages, or unauthorized transactions resulting from such access, except as required by applicable law.
    
    You are responsible for the security of any external blockchain wallet you use to initiate a Stablecoin Deposit, including the security of the private keys to that wallet. Loss of access to your external wallet, compromise of your wallet’s private keys, or theft of stablecoins from your external wallet may result in losses for which OneProgress is not liable. If a third party initiates a stablecoin transfer to the Bridge deposit address from your external wallet without your authorization, a credit from a Stablecoin Deposit may be made available in your Destination Account; your remedy for such an unauthorized transfer from your external wallet is against your wallet provider or another third party, not against OneProgress.
    
    If you permit a third party to access your OnePay account or act on your behalf, you assume all risk associated with such access. You must notify OneProgress promptly if you become aware of:
    

    1. Any unauthorized access, loss, or theft of account credentials;

    2. Receipt of confirmations for Stablecoin Deposits you did not initiate;

    3. Inaccuracies in Stablecoin Deposit information, balances, or transaction history; or

    4. Any other suspicious or unauthorized activity in connection with the OnePay Stablecoin Program.

    
    
    If we, in our sole discretion, believe that your use of the OnePay Stablecoin Program has been involved in the events described above, we may suspend or restrict your use of the OnePay Stablecoin Program, instruct Bridge to take action with respect to your stablecoins or your Stablecoin Account, and take or refrain from taking such actions as we, in our sole discretion, believe to be reasonably necessary to address the situation.
    
    

12. Third-Party Content
    
    You may be able to access third-party content, data, or services (collectively, “Third-Party Content”) through the OnePay App. OneProgress does not review, endorse, or control such content and is not responsible for its accuracy, availability, or your reliance on it. Links to Third-Party Content do not imply any affiliation or endorsement by OneProgress or its affiliates. You agree that OneProgress shall not be liable for any loss or damage resulting from your use of or reliance on Third-Party Content.
    
    

13. Monitoring and Recording
    
    You acknowledge and agree that OneProgress may monitor, record, and review activity on the OnePay App and in connection with the OnePay Stablecoin Program, including voice calls, text messages, and other electronic communications, without further notice. These recordings may be used for quality assurance, transaction verification, regulatory compliance, or other legitimate business purposes. Information obtained through monitoring or recording may be disclosed to law enforcement or regulatory agencies as required by law or in connection with any investigation. By using the OnePay Stablecoin Program, you consent to such monitoring and recording practices.
    
    

14. Amendments
    
    We may at any time change or delete any term of this Agreement or add any new terms to the Agreement. When required by law, we will give you notice before the effective date of any such change, deletion, or addition that is adverse to you in writing or by any other method permitted by law. If you are unwilling to agree to such amendments, you have the right to discontinue use of the OnePay Stablecoin Program prior to the changes taking effect. Your continued use of the OnePay Stablecoin Program after the effective date of the change constitutes your agreement to the amended Agreement. You can also access the most recent version of this Agreement in the OnePay App.
    
    

15. Legal Proceedings
    
    You understand that we may from time to time receive “Legal Process” in connection with your use of the OnePay Stablecoin Program. Legal Process includes writs of attachment, execution or garnishment, tax withholding orders, levies, restraining orders, subpoenas, warrants, injunctions, requests for information from government agencies, search warrants, forfeiture orders, or similar documents or proceedings. You agree that we are not required to contest any Legal Process and that we may comply with Legal Process if we reasonably believe it to be valid. In response to Legal Process we may, in our discretion, (a) instruct Bridge to freeze any stablecoins or funds in transit related to your Stablecoin Deposits, or (b) instruct Bridge to hold or turn over funds or other property to a court, creditor, government agency, or person named in the Legal Process as required by law. Any fees or expenses we incur in responding to any Legal Process may be charged against your OnePay deposit account.
    
    

16. Governing Law; Choice of Forum
    
    This Agreement and your use of the OnePay Stablecoin Program are governed by the laws of the United States and the state of Delaware, without regard to conflicts of laws principles. To the extent that any dispute arising under this Agreement or relating in any way to the OnePay Stablecoin Program is not arbitrated, you consent to the exclusive jurisdiction of, and agree that such dispute may be resolved by, federal and state courts located in Delaware. If we are successful in any such action, suit, or judicial proceeding, you agree that we shall be entitled to recover to the extent permitted by law our reasonable attorneys’ fees and court costs.
    
    

17. Assignment; Severability; Non-Waiver; Interpretation; Entire Agreement
    
    Assignment.  To the extent permitted by applicable law, we may assign this Agreement without obtaining your consent. You may not assign or transfer your rights under this Agreement without our prior written consent.
    
    Severability.  If any provision of this Agreement is found to be invalid or unenforceable, all remaining provisions will continue in full force and effect.
    
    Non-Waiver.  The fact that we may decide not to enforce, or may delay enforcing, our rights under this Agreement on one or more occasions does not mean that we waive our right to enforce them on any later occasion.
    
    Interpretation.  The headings in this Agreement are for convenience of reference only and do not govern the interpretation of the Agreement’s provisions. Unless it would be inconsistent to do so, words and phrases used in this Agreement shall be construed so the singular includes the plural and the plural includes the singular.
    
    Entire Agreement.  This Agreement, together with the documents incorporated by reference herein, the OnePay Deposit Account Agreement, and the Bridge User Agreement, constitutes the entire and sole agreement between you and us with respect to the OnePay Stablecoin Program and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the OnePay Stablecoin Program. In the event of any inconsistency between this Agreement and the OnePay Deposit Account Agreement, the OnePay Deposit Account Agreement governs your OnePay deposit account, and this Agreement governs the OnePay Stablecoin Program. In the event of any inconsistency between this Agreement and the Bridge User Agreement, the Bridge User Agreement governs your relationship with Bridge, and this Agreement governs your relationship with OneProgress.
    
    

18. NO WARRANTY; LIMITATION OF LIABILITY; INDEMNIFICATION
    
    (a) No Warranty
    
    YOUR USE OF THE ONEPAY APP, THE ONEPAY STABLECOIN PROGRAM, AND ANY RELATED SERVICES OR FEATURES OFFERED BY ONEPROGRESS OR ITS AFFILIATES IS ENTIRELY AT YOUR OWN RISK. ALL SERVICES, PLATFORMS, TOOLS, FEATURES, AND CONTENT PROVIDED BY ONEPROGRESS OR ITS AFFILIATES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, ONEPROGRESS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ONEPROGRESS DOES NOT GUARANTEE THAT ACCESS TO THE ONEPAY APP OR THE ONEPAY STABLECOIN PROGRAM WILL BE AVAILABLE AT ANY SPECIFIC TIME OR GEOGRAPHIC LOCATION, OR THAT SUCH ACCESS WILL BE UNINTERRUPTED OR ERROR-FREE. ONEPROGRESS DOES NOT GUARANTEE THAT YOU WILL RECEIVE ANY PARTICULAR U.S. DOLLAR AMOUNT FOR A GIVEN QUANTITY OF STABLECOINS.
    
    (b) Limitation of Liability
    
    Except as otherwise required by applicable law, OneProgress, its affiliates, and their respective officers, directors, employees, and agents (collectively, the “Indemnified Parties”) shall not be liable for: (i) any expenses, losses, costs, damages, liabilities, demands, debts, obligations, penalties, charges, claims, causes of action, fines, or taxes of any kind (including reasonable attorneys’ fees), whether direct or indirect and whether related to third-party claims or otherwise (collectively, “Losses”), arising out of or relating to the OnePay Stablecoin Program or this Agreement, except to the extent such Losses are determined by a court of competent jurisdiction or an arbitration panel in a final, non-appealable judgment to have resulted solely from the gross negligence or willful misconduct of OneProgress or its affiliates; (ii) Losses resulting from the performance or non-performance of Bridge, any blockchain network, any external wallet provider, the Sponsor Bank, or any other third party, including any Conversion Rate or spread embedded therein; (iii) Losses resulting from any system failure, communication failure, market disruption, force majeure event, or other cause outside the direct control of the Indemnified Parties; and (iv) any indirect, special, incidental, consequential, punitive, or exemplary damages.
    
    (c) Indemnification
    
    You agree to indemnify, defend, and hold harmless the Indemnified Parties from and against any and all Losses, whether brought by you or a third party, arising out of or related to: (i) your or your agent’s use of the OnePay Stablecoin Program; (ii) any breach by you of the terms of this Agreement, the OnePay Deposit Account Agreement, or the Bridge User Agreement; (iii) any third-party access to your OnePay account or your external blockchain wallet authorized by you or materially attributable to your error, negligence, or misconduct; (iv) any misrepresentation, action, or omission by you or your agent; or (v) the Indemnified Parties’ actions taken in accordance with or refusal to act on your or your agent’s instructions.
    
    

19. ARBITRATION PROVISION AND CLASS ACTION WAIVER
    
    THIS ARBITRATION PROVISION AFFECTS YOUR RIGHTS. PLEASE READ IT CAREFULLY BEFORE AGREEING TO THIS AGREEMENT.
    
    Except as otherwise explicitly provided in this Arbitration Provision, OneProgress, together with its parent companies, wholly or majority-owned subsidiaries, affiliates, commonly-owned companies, successors, assigns, and any of these entities’ employees, officers, directors, and agents and their successors, assigns, affiliates, and service providers (collectively, the “Transaction Parties”), and you can elect to resolve any past, present, or future dispute or claim arising from or relating in any way to the OnePay Stablecoin Program, this Agreement, or the relationships between you and the Transaction Parties resulting therefrom, by binding arbitration under the Consumer Arbitration Rules of the American Arbitration Association (“AAA”), rather than in court. The Federal Arbitration Act (“FAA”) and federal arbitration law apply to this Arbitration Provision.
    
    YOU UNDERSTAND THAT ABSENT YOUR CONSENT TO ARBITRATION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A TRIAL BY JURY.
    
    Either you or a Transaction Party can initiate arbitration. Arbitration will be conducted in accordance with the AAA Consumer Arbitration Rules and may be conducted solely on the basis of written submissions, by telephone or videoconference, or by in-person hearing, as the arbitrator deems appropriate.
    
    CLASS ACTION WAIVER:  You and the Transaction Parties each agree that any arbitration will be conducted only on an individual basis and not as a class, consolidated, or representative action. No arbitrator shall have the authority to issue any relief that applies to any person or entity other than the Transaction Parties and you individually.
    
    If you do not want this Arbitration Provision and Class Action Waiver to apply, you must contact us by calling (toll-free) at 855-830-6200 or writing to us at OneProgress Assets LLC, P.O. Box 513717, Los Angeles, CA 90051 within 30 calendar days of the date on which you electronically sign this Agreement to opt out of the Arbitration Provision. Opting out will not affect the other provisions of this Agreement. If you do not opt out, you will be bound by this Arbitration Provision and Class Action Waiver.
    
    

20. JURY TRIAL WAIVER
    
    WAIVER OF RIGHT TO TRIAL BY JURY — WE AND YOU ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT BUT MAY BE WAIVED IN CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY LAW, YOU AND US (INCLUDING ANY TRANSACTION PARTY) KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE ONEPAY STABLECOIN PROGRAM. THIS JURY TRIAL WAIVER SHALL NOT AFFECT OR BE INTERPRETED AS MODIFYING THE ARBITRATION AND CLASS ACTION WAIVER PROVISION SET FORTH IN THE PREVIOUS SECTION, WHICH CONTAINS ITS OWN SEPARATE JURY TRIAL WAIVER.