TERMS OF SERVICE

1. Definitions

In this Agreement, unless the context requires otherwise:

1. "Competent Authority" means any state agency, regulator, supervisory body, court, tax authority, law enforcement agency or other authority of the Socialist Republic of Vietnam having jurisdiction over us, the Service or you, including any body established to supervise the Testing Program.
2. "Testing Program" means the controlled, time-limited testing framework for new technology solutions under which the Service is approved to operate, as described in Section 2.
3. "Regulatory Requirements" means all laws, regulations, decisions, licenses, permits, approvals, directives, guidance and written requests of any Competent Authority applicable to the Service, as amended, replaced or supplemented from time to time.
4. "Digital Assets" means stablecoins and other crypto assets that we designate in the Basal Pay App as supported by the Service from time to time.
5. "User Assets" means Digital Assets credited to your User Account and held by us or our Service Providers on your behalf in accordance with Section 5.
6. "Payment" means a payment for goods or services that you initiate through the Service to a Payee and processed through the domestic payment infrastructure supported by the Service, by any method we make available in the Basal Pay App from time to time.
7. "Payee" means a merchant, business household, enterprise or other recipient of a Payment that is permitted to receive Payments under the Service Rules.
8. "Service Providers" means third parties we engage to support the Service, including Banks, Payment Service Providers, identity verification providers, digital asset custody and wallet infrastructure providers, blockchain analytics and transaction monitoring providers, liquidity providers, cloud and hosting providers, and communication providers.
9. "Banks" means commercial banks and foreign bank branches lawfully operating in Vietnam with which we or our Service Providers cooperate.
10. "Payment Service Providers" means organizations licensed to provide payment intermediary, collection and disbursement or other payment services, which process and settle the fiat leg of a Payment.
11. "Permitted Area" means the geographic area(s) in which the Service may be used, as approved by Competent Authorities and displayed in the Basal Pay App from time to time.
12. "Transaction Limits" means the limits on the value, number or frequency of transactions applicable to your User Account, as set out in the Basal Pay App and the Service Rules in accordance with Regulatory Requirements.
13. "User Account" means the account you register with us to access and use the Service.
14. "KYC" means our know-your-customer, identity verification and customer due diligence procedures, including electronic identity verification (eKYC).
15. "Prohibited Activity" means any activity described in Section 6.

2. Regulatory Status of the Service

2.1 Controlled Testing. The Service is a payment application that enables Users to pay for goods and services using Digital Assets. It is operated under a controlled, time-limited testing framework for new technology solutions approved by Competent Authorities (the Testing Program). The Service may only be provided within the scope, area, duration, user groups, limits and conditions approved under the Testing Program, and is subject to the supervision and monitoring of Competent Authorities.

2.2 Nature of the Service. The Service is a payment application. It is not a currency exchange service, a digital asset trading platform, an investment product, a deposit-taking service, or a remittance service, and must not be used as such. We are not a bank or a credit institution. The fiat leg of each Payment is processed and settled by Banks and/or Payment Service Providers.

2.3 Changes Required by Competent Authorities. You acknowledge that Competent Authorities may at any time amend, restrict, suspend, extend or terminate the Testing Program or the conditions under which the Service operates. We will apply the latest Regulatory Requirements to the Service as soon as they take effect, including by changing the Permitted Area, Transaction Limits, eligible Users, eligible Payees, supported Digital Assets, features or verification requirements, with or without prior notice to you where the Regulatory Requirements so require. Any such change prevails over any inconsistent provision of this Agreement.

2.4 Supervision and Cooperation. You acknowledge and agree that we are required to monitor, record and report on the operation of the Service, to cooperate with Competent Authorities, and to provide them with information on Users, User Accounts, User Assets and transactions as required by Regulatory Requirements.

2.5 End of the Testing Program. If the Testing Program ends, or our authorization to operate the Service is suspended or revoked, we will notify you through the Basal Pay App, by email or on our website, cease or limit the Service accordingly, and return any User Assets to which you are entitled in accordance with Section 7.6 and any instructions of Competent Authorities.

3. Eligibility, Account and Identity Verification

3.1 Eligibility. To use the Service, you must (a) be at least eighteen (18) years of age and have full legal capacity to enter into this Agreement; (b) belong to a category of Users permitted to use the Service under Regulatory Requirements; (c) not be subject to any sanctions, watchlist or restriction that prohibits us from providing the Service to you; and (d) act on your own behalf and for your own account. We may decline to open a User Account, or close an existing one, at our discretion where these conditions are not met.

3.2 One Person, One Account. Each individual may register and maintain only one (1) User Account. You must not open an account on behalf of another person, allow another person to use your User Account, or use multiple accounts, devices or identities to circumvent the Transaction Limits or any other restriction. We may link, aggregate, restrict or close accounts we reasonably believe belong to or are controlled by the same person.

3.3 Mobile App and User Account. To access the Service you must download and keep a current version of the Basal Pay App on a compatible mobile device, and create and maintain a User Account.

3.4 Mandatory Identity Verification (KYC). All Users must complete and pass our KYC process before using any transaction-related feature of the Service, including receiving or depositing Digital Assets, making Payments, transferring and withdrawing. There is no unverified or reduced-verification tier. Until your KYC status is approved, the Service will not allow any transaction to be initiated or completed, including the generation or display of a receiving wallet address.

3.5 Verification Process. As part of KYC, we and our Service Providers may collect and verify your identity documents, biometric data (including facial images and liveness checks), contact details, device and network information, and other information required by Regulatory Requirements or our risk policies, and may screen you against sanctions, politically exposed persons and other watchlists. You authorize us and our Service Providers to make any lawful inquiry we consider necessary to verify your identity and information.

3.6 Accuracy and Duty to Update. You must provide accurate, complete and current information and promptly update it if it changes. We may at any time require re-verification, additional information or documents (including on the purpose of your use of the Service and the source of your Digital Assets), and may restrict your User Account until such requirements are satisfied. If any information you provide is untrue, inaccurate, outdated, incomplete or not your own, we may refuse, suspend or terminate your access to the Service.

3.7 Electronic Communications. You consent to receive all agreements, notices, disclosures and other communications from us electronically, through the Basal Pay App, by email or by other electronic means. You consent to be contacted by us and persons acting on our behalf at any telephone number, email or other address you provide, for any purpose relating to your use of the Service.

4. The Service

4.1 Payment Purpose Only. The Service may only be used to pay Payees for lawful goods and services. You must not use the Service to exchange Digital Assets for cash or currency for its own sake, to transfer value to another individual where no purchase of goods or services takes place, or for any other purpose not permitted by the Service Rules or Regulatory Requirements.

4.2 Eligible Payees. We may determine, and change at any time, the categories of Payees that may receive Payments, including by limiting Payments to Payees that are registered business households or enterprises, or to Payees that have completed verification with us or our Service Providers. We may decline, hold or reverse (where possible) any Payment to a Payee that is not eligible, or whose activity does not appear consistent with a purchase of goods or services.

4.3 Permitted Area and Location. The Service may only be used within the Permitted Area. To use the Service, you must allow the Basal Pay App to access your device's location while you transact. We may verify your location at any stage of a transaction, including when you initiate a Payment through the domestic payment infrastructure, and will automatically block any transaction initiated outside the Permitted Area or where your location cannot be verified. You must not use any tool or method to falsify, mask or manipulate your location.

4.4 Transaction Limits. Your use of the Service is subject to the Transaction Limits displayed in the Basal Pay App and the Service Rules, which we set in accordance with the latest Regulatory Requirements. Transaction Limits may apply per transaction, per User, per period or in aggregate across all accounts we reasonably believe are held or controlled by the same person. We may change the Transaction Limits at any time, including without prior notice where required by a Competent Authority. Any transaction that would exceed the applicable Transaction Limits will be declined. You must not split, structure or route transactions to avoid the Transaction Limits.

4.5 Receiving Digital Assets. You may credit your User Account by sending supported Digital Assets, on supported blockchain networks, to the receiving address displayed in the Basal Pay App. You are solely responsible for selecting the correct Digital Asset, network and address. Digital Assets sent to an incorrect address or network, or that are not supported, may be permanently lost and we have no obligation to recover them. All incoming Digital Assets are subject to screening under Section 6.4 and may be held, rejected or returned before being credited.

4.6 Making Payments. When you initiate a Payment, the Basal Pay App will display the amount payable to the Payee, the Digital Asset amount to be debited, the applicable rate and any fees. By confirming the Payment, you authorize us to debit the corresponding User Assets from your User Account and to instruct Banks and/or Payment Service Providers to settle the corresponding amount to the Payee. You are responsible for checking all Payment details before confirming. Confirmed Payments are final and generally cannot be cancelled or reversed.

4.7 Withdrawals. You may withdraw User Assets to an external wallet address in the manner and subject to the conditions we make available in the Basal Pay App, including network fees, minimum amounts, address screening and security checks. For security and compliance reasons we may limit withdrawals to addresses that pass our screening, delay a withdrawal for review, or require additional verification.

4.8 Rates. Where a Payment involves the conversion of the value of Digital Assets into the currency in which the Payee is paid, the applicable rate is determined by us, with reference to market prices and the prices available from our liquidity sources and Service Providers, and may include a spread. The rate shown to you before you confirm a transaction is the rate that applies, for the validity period displayed. Rates may differ from rates quoted elsewhere.

4.9 Fees. We may charge fees for Payments, withdrawals and other features of the Service. Applicable fees are disclosed in the Basal Pay App and/or on our website, and are shown to you before you confirm a transaction. Network (gas) fees charged by the relevant blockchain may apply in addition. We may change our fees by giving notice in accordance with Section 13.4.

4.10 Taxes. You are responsible for determining and paying any taxes arising from your use of the Service, except where we are required by law to withhold, declare or pay taxes on your behalf, in which case we may deduct the relevant amounts. You agree that we may report information on you and your transactions to tax authorities as required by Regulatory Requirements.

4.11 Records and Statements. Your transaction history, User Asset balance and related information are available in the Basal Pay App. You must review them regularly and notify us promptly of any error or unauthorized transaction in accordance with Section 10.

4.12 Our Right to Refuse Transactions. We, our Banks and our Payment Service Providers may refuse, delay, hold or cancel any transaction (a) if we suspect it is fraudulent, unauthorized, unlawful or involves a Prohibited Activity; (b) if it would exceed the Transaction Limits or be initiated outside the Permitted Area; (c) to protect the security or integrity of the Service; (d) if it would breach this Agreement or Regulatory Requirements; (e) at the request of a Competent Authority; or (f) for any other reason in our reasonable discretion. We will have no liability to you for exercising these rights.

5. Digital Asset Custody and Protection of User Assets

5.1 Custodial Service. User Assets are held in custodial wallets operated by us and/or by digital asset custody and wallet infrastructure providers we engage. You do not hold the private keys to those wallets. The User Asset balance shown in the Basal Pay App reflects the Digital Assets we hold on your behalf that are available for new transactions.

5.2 Ownership and Segregation. User Assets belong to you and are not our property. We record User Assets separately from our own assets in our books and records, and do not use User Assets for our own account, lend them or pledge them, except as necessary to execute transactions you instruct or as required by law. We may hold User Assets of multiple Users in pooled (omnibus) wallets.

5.3 No Deposit, No Interest. User Assets are not bank deposits, are not covered by any deposit insurance scheme, and do not earn interest or any other return.

5.4 Asset Protection Measures. We maintain technical, operational and financial measures to protect User Assets, which may include the separation of online and offline wallets, multi-party approval and access controls, transaction monitoring, reserve or security deposit arrangements, and other safeguards required by Regulatory Requirements. We may change these measures at any time, provided that the overall level of protection is not reduced below that required by Regulatory Requirements.

5.5 Compensation for Loss. If User Assets are lost as a direct result of a security breach of our systems, or our fraud, gross negligence or wilful misconduct, we will compensate affected Users for their direct loss in accordance with applicable law and Regulatory Requirements, including from any financial safeguards maintained for that purpose. We are not responsible for losses caused by your breach of this Agreement, your failure to keep your Credentials or device secure, transactions you authorized, transactions carried out using your Credentials, errors you make when entering transaction details, or events described in Section 11.

5.6 Blockchain Events. We are not obliged to support any fork, airdrop, token migration, network upgrade or similar event affecting a Digital Asset. We may suspend transactions in an affected Digital Asset while such an event is in progress, and will decide in our discretion, subject to Regulatory Requirements, how to treat any resulting assets.

5.7 Delisting of Digital Assets. We may stop supporting a Digital Asset or network at any time. Where reasonably possible we will give you prior notice and an opportunity to withdraw the affected User Assets.

5.8 Reporting of User Assets. You acknowledge that we report information on User Assets held under the Service, including aggregate balances, to Competent Authorities periodically and on request, as required by Regulatory Requirements.

6. Acceptable Use, Prohibited Activities and AML/CFT

6.1 Compliance. You agree to use the Service only for your own lawful, personal purposes, in compliance with this Agreement, the Service Rules and all applicable laws, including laws on anti-money laundering, counter-terrorist financing, sanctions, foreign exchange, tax and consumer protection.

6.2 Prohibited Activities. You must not, and must not attempt to, use the Service to engage in or facilitate any of the following:

1. money laundering, terrorist financing, financing of proliferation of weapons of mass destruction, fraud, tax evasion, or any other unlawful activity;
2. transfers of value between individuals that are not linked to a genuine purchase of goods or services, or the use of the Service as a currency exchange or remittance service;
3. transactions using Digital Assets that originate from, or are destined for, illicit sources, sanctioned persons or jurisdictions, mixers, darknet markets, scams, hacks or other high-risk activities;
4. splitting, structuring or routing transactions, or using multiple accounts, devices or identities, to evade the Transaction Limits, the Permitted Area or our controls;
5. using the Service outside the Permitted Area, or falsifying or masking your location;
6. impersonating any person, using another person's identity or documents, or providing false information;
7. allowing any other person to use your User Account, or buying, selling, renting or lending a User Account;
8. payments for goods or services that are prohibited or restricted by law, including gambling, weapons, controlled substances and counterfeit goods;
9. acting as an agent, intermediary or reseller of the Service for third parties without our prior written agreement;
10. hacking, probing, scanning or testing the vulnerability of the Service, introducing malware, overloading the Service, or interfering with its functionality, security or integrity;
11. reverse engineering, copying or misusing the Basal Pay App or the Service; or
12. any other conduct that, in our reasonable opinion, exposes us, other Users, our Service Providers or Competent Authorities to legal, regulatory, financial or reputational risk.

6.3 AML/CFT Program. We operate an anti-money laundering and counter-terrorist financing program in accordance with Regulatory Requirements. This includes customer due diligence, ongoing monitoring of Users and transactions, sanctions and watchlist screening, record-keeping, and the reporting of suspicious transactions and other reportable transactions to Competent Authorities. You agree to cooperate fully with this program.

6.4 Source of Funds and Transaction Screening. You represent and warrant that all Digital Assets you send to or use through the Service are lawfully obtained and owned by you. You agree that we and our Service Providers may screen any wallet address, Digital Asset and transaction connected to your User Account using blockchain analytics, risk-scoring and transaction monitoring tools. Depending on the results, we may accept, hold, reject or return incoming Digital Assets, decline or hold outgoing transactions, request further information on the source of your Digital Assets, or take any action under Section 7.

6.5 Requests for Information. You must promptly provide any information, documents or explanations we reasonably request in connection with your User Account, the source of your Digital Assets, the purpose of a transaction, or the relationship between you and a Payee. Failure to do so may result in action under Section 7.

7. Restriction, Suspension, Reporting and Termination

7.1 Our Right to Restrict or Suspend. We may immediately, with or without prior notice, restrict, limit, suspend or freeze your User Account, any feature of the Service or any User Assets, if we determine or reasonably suspect that: (a) you have breached this Agreement, the Service Rules or Regulatory Requirements; (b) your User Account is involved in a Prohibited Activity, fraud, impersonation or unauthorized use; (c) your KYC information cannot be verified or has become outdated; (d) your User Account or Credentials have been compromised; (e) it is necessary to protect you, other Users, us or the Service; or (f) we are required or requested to do so by a Competent Authority, a Bank, a Payment Service Provider or a court.

7.2 Reporting to Competent Authorities. You acknowledge and agree that, where we identify or suspect a breach, a Prohibited Activity or a suspicious transaction, we may, and where required by Regulatory Requirements we will, report the matter to Competent Authorities, including the bodies supervising the Testing Program, and provide them with all relevant information on you, your User Account and your transactions. We may be prohibited by law from informing you of any such report, and will have no liability to you for making it.

7.3 Duration of Restrictions. A restriction under Section 7.1 will remain in place until we are satisfied that the reason for it no longer exists, or for as long as required by a Competent Authority or by law. Where permitted by law, we will inform you of the restriction and of any information you need to provide to resolve it.

7.4 Termination by Us. We may terminate this Agreement and close your User Account at any time: (a) for any of the reasons in Section 7.1; (b) if the Testing Program ends or our authorization to provide the Service is suspended or revoked; (c) if we discontinue the Service; or (d) for any other reason by giving you at least thirty (30) days' notice.

7.5 Termination by You. You may close your User Account at any time by notifying us through the Basal Pay App or our support channels, provided that no transaction is pending and no restriction under Section 7.1 applies. Closure takes effect once we have received your request and had a reasonable opportunity to act on it.

7.6 Return of User Assets. Upon termination, and subject to Section 7.7, we will return the User Assets to which you are entitled, less any amounts owed to us and applicable fees, to an external wallet address that you designate and that passes our screening, within fourteen (14) days of termination or such other period as required by Regulatory Requirements. If you do not designate a valid address within a reasonable time after our notice, we will handle the User Assets in accordance with applicable law and the instructions of Competent Authorities.

7.7 Exceptions. The period in Section 7.6 does not apply to User Assets that are frozen, held or subject to an investigation or order by a Competent Authority, a court, a Bank or a Payment Service Provider, or to User Assets we reasonably believe are derived from a Prohibited Activity. Such User Assets will be dealt with in accordance with applicable law and the instructions of the relevant authority.

7.8 No Liability. To the extent permitted by law, we will not be liable to you or any third party for any restriction, suspension, freezing, reporting or termination made in good faith under this Section 7.

8. Data Protection and Privacy

8.1 Privacy Policy. We collect, use, store, share and otherwise process your personal data as described in our Privacy Policy, available at https://basalpay.com/privacypolicy, in accordance with the laws of Vietnam on personal data protection. The Privacy Policy forms part of this Agreement.

8.2 Purposes. We process your personal data to provide and operate the Service; to perform KYC, AML/CFT, sanctions screening and fraud prevention; to verify your location; to monitor transactions; to comply with Regulatory Requirements and requests of Competent Authorities; to handle complaints and disputes; to secure the Service; and for the other purposes stated in the Privacy Policy.

8.3 Sharing with Third Parties. You consent to us sharing your personal data and transaction information, to the extent necessary for the purposes above, with: (a) our Service Providers, including identity verification providers, digital asset custody and wallet infrastructure providers, blockchain analytics and transaction monitoring providers, Banks, Payment Service Providers, liquidity providers and cloud and hosting providers; (b) Payees, to the extent necessary to complete a Payment; (c) Competent Authorities, as required by Regulatory Requirements; and (d) our professional advisers, auditors and any successor to our business, subject to confidentiality obligations.

8.4 Protection by Service Providers. We share personal data with Service Providers only under contractual or other legally binding commitments requiring them to process it solely for the agreed purposes, to keep it confidential and to apply appropriate security measures. Some Service Providers may store or process data outside Vietnam, in which case we will comply with the applicable requirements on cross-border transfer of personal data.

8.5 Data Hosting. We host the core systems of the Service, and the data processed by them, on infrastructure that meets the requirements of Regulatory Requirements, including data located in Vietnam where so required.

8.6 Retention. We retain your personal data and transaction records for as long as necessary for the purposes above and for the minimum periods required by law, including after your User Account is closed.

8.7 Your Rights. You have the rights granted to data subjects under the laws of Vietnam, including to be informed, to access, to correct, to withdraw consent, to request deletion and to object to processing, subject to the exceptions provided by law. Withdrawing consent to processing that is necessary for KYC, AML/CFT or compliance with Regulatory Requirements will prevent us from continuing to provide the Service to you.

8.8 Cookies and Device Data. We may place cookies and similar technologies on the devices you use to access the Service, and collect device, network and location information, to confirm your identity, secure your transactions, enforce the Permitted Area, maintain session continuity and improve the Service.

9. Security and Incident Handling

9.1 Your Credentials. You are responsible for keeping your email, password, PIN, one-time codes, biometric settings, device and any other means of accessing your User Account ("Credentials") secure and confidential. You must access the Service only from devices, networks and software that you reasonably believe are secure and free of malicious software. You are responsible for all transactions made using your Credentials, including transactions you did not intend, unless you notified us of a compromise under Section 9.2 before the transaction was made.

9.2 Notifying Us. You must notify us immediately through the support channels in Section 10 if you believe your Credentials, device or User Account have been lost, stolen, compromised or used without authorization, or if someone is impersonating you or Basal Pay. On receiving your notice, we will take reasonable steps to suspend your User Account and prevent further transactions.

9.3 Impersonation and Scams. We will never ask for your PIN, password or one-time codes, and will never ask you to send Digital Assets to an address outside the Basal Pay App. Communications claiming to be from us that do not come through our official channels listed on our website should be treated as fraudulent.

9.4 Our Security Measures. We implement technical and organizational measures to protect the Service, User Assets and personal data, which may include encryption, access controls, monitoring, independent security testing and periodic vulnerability assessments. No system is completely secure, and we do not guarantee that the Service will be free from unauthorized access.

9.5 Incident Response. If we become aware of a security incident, data breach, loss of User Assets or impersonation affecting Users, we will take prompt measures to contain it, which may include suspending the Service or affected User Accounts, and will notify affected Users and Competent Authorities as required by Regulatory Requirements.

10. Complaints and Disputes

10.1 How to Contact Us. If you believe a transaction was unauthorized or incorrect, or you have a question or complaint about the Service, you may contact us: (i) through the support function in the Basal Pay App; (ii) via our official support Telegram @BasalPay_Support; or (iii) by email at [email protected]. Please include your registered email, the transaction details and any supporting information.

10.2 Time to Report. You must report any unauthorized or incorrect transaction as soon as possible, and in any case within thirty (30) days of the date of the transaction. We may be unable to investigate or assist with reports made after that period.

10.3 Handling of Complaints. We will acknowledge your complaint promptly and use reasonable efforts to investigate and respond within the time required by applicable law, or otherwise within a reasonable time. You agree to cooperate with our investigation and to provide any information we reasonably request. Our records of transactions, including blockchain records, are prima facie evidence of the transactions they record.

10.4 Disputes with Payees. Payments are made for goods and services supplied by Payees, and the contract for those goods and services is solely between you and the Payee. We are not a party to that contract and are not responsible for the quality, quantity, safety, legality, delivery or any other aspect of the goods or services, or for any refund. You must resolve any such dispute directly with the Payee. We may, at our discretion, provide reasonable assistance, such as transaction information.

10.5 Dispute Resolution. We encourage you to raise any dispute with us first under Section 10.1 so that we can try to resolve it amicably. If a dispute is not resolved within thirty (30) days of your complaint, either party may refer it to the competent court of Vietnam in accordance with Section 13.1.

11. Risk Disclosure, Disclaimers and Limitation of Liability

11.1 Risk Disclosure. By using the Service you acknowledge and accept the following risks, among others:

1. Regulatory risk: the Service operates under a time-limited Testing Program, and Competent Authorities may change, restrict, suspend or end it, which may limit or stop your access to the Service;
2. Price risk: the value of Digital Assets, including stablecoins, may fluctuate or lose its peg, and rates may change between the time you view and confirm a transaction;
3. Technology risk: blockchains, smart contracts, wallets and networks may suffer delays, congestion, forks, failures, attacks or errors, and blockchain transactions are generally irreversible;
4. Third-party risk: the Service depends on Service Providers, Banks and Payment Service Providers, whose failure, delay or insolvency may affect the Service; and
5. Security risk: despite our measures, the Service may be subject to cyber-attacks, unauthorized access or data breaches.

11.2 No Warranty. To the fullest extent permitted by law, the Service and all content and features provided through it are provided on an "as is" and "as available" basis. We do not warrant that the Service will be uninterrupted, timely, error-free or secure, that defects will be corrected, or that any Payment will be completed within a particular time. We disclaim all warranties not expressly set out in this Agreement, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

11.3 Exclusion of Indirect Loss. To the fullest extent permitted by law, neither we nor our shareholders, affiliates, directors, officers, employees, agents or Service Providers will be liable for any indirect, incidental, special, consequential or punitive loss or damage, or for any loss of profit, business, opportunity, goodwill, data or use, arising out of or in connection with this Agreement or the Service, even if advised of the possibility of such loss.

11.4 Events Outside Our Control. We are not liable for any loss arising from: (a) your breach of this Agreement or failure to keep your Credentials secure; (b) instructions or details you provide, including incorrect addresses, networks or amounts; (c) the acts or omissions of Payees, Banks, Payment Service Providers or blockchain networks that are not under our control; (d) actions we take in good faith to comply with Regulatory Requirements or the requests of Competent Authorities; or (e) any Force Majeure Event under Section 13.6.

11.5 Cap on Liability. To the fullest extent permitted by law, and except for our obligations under Section 5.5, our total aggregate liability to you arising out of or in connection with this Agreement will not exceed the greater of (a) the total fees you paid to us in the twelve (12) months preceding the event giving rise to the claim, and (b) the amount of the transaction directly affected.

11.6 Mandatory Rights. Nothing in this Agreement excludes or limits any liability or right that cannot be excluded or limited under applicable law, including the rights of consumers under the laws of Vietnam.

11.7 Indemnity. You agree to indemnify and hold harmless us, our affiliates and our respective directors, officers, employees and agents from any claim, loss, liability, penalty, cost or expense (including reasonable legal fees) arising out of your breach of this Agreement, your violation of any law or third-party right, any Prohibited Activity, or any dispute between you and a Payee.

12. Intellectual Property

12.1 Ownership. All intellectual property rights in the Service, the Basal Pay App, our website, software, content, trademarks, logos and related materials (the "IP") are owned by us or our licensors, whether registered or not. Your use of the Service does not grant you any ownership of the IP. You must not (a) take any action that would jeopardize, limit or interfere with our or our licensors' rights in the IP; (b) copy, translate, publish or create derivative works of the IP; or (c) resell, distribute, modify, reverse engineer, decompile or disassemble the IP, or make any other commercial use of it.

12.2 License. Subject to your compliance with this Agreement, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable license to install and use the Basal Pay App on a device you own or control, solely to access the Service. All rights not expressly granted are reserved by us and our licensors.

12.3 Feedback. Any suggestions or feedback you provide about the Service may be used by us without restriction or compensation to you.

13. Miscellaneous

13.1 Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the Socialist Republic of Vietnam, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this Agreement or the Service that is not resolved under Section 10 will be submitted to the competent court of Vietnam.

13.2 Entire Agreement. This Agreement, together with the Privacy Policy and the Service Rules, constitutes the entire agreement between you and us regarding the Service and supersedes all prior agreements and understandings, including our Terms of Service effective March 20th, 2025.

13.3 Order of Precedence. In the event of any conflict: (a) Regulatory Requirements prevail over this Agreement and the Service Rules; and (b) the Transaction Limits, Permitted Area and other operating parameters displayed in the Basal Pay App prevail over any inconsistent description in this Agreement.

13.4 Amendments. We may amend this Agreement, the Privacy Policy or the Service Rules at any time by notifying you through the Basal Pay App, by email or on our website. Amendments take effect on the date stated in the notice, which will be no earlier than the date of notice, except that amendments required by Regulatory Requirements or a Competent Authority, or made for security reasons, may take effect immediately. You will be deemed to accept an amendment if you continue to use the Service after it takes effect. If you do not accept an amendment, you must stop using the Service and may close your User Account under Section 7.5.

13.5 Language. This Agreement is made in English. We may provide translations for convenience. Except where applicable law requires otherwise, the English version prevails in the event of any inconsistency.

13.6 Force Majeure. We will not be liable for any failure or delay in performing our obligations caused by events beyond our reasonable control (a "Force Majeure Event"), including natural disasters, epidemics, war, civil unrest, acts or orders of Competent Authorities, changes in law, failures of power, telecommunications, internet, blockchain networks, Banks or Payment Service Providers, and cyber-attacks that could not reasonably have been prevented.

13.7 Assignment. We may assign or transfer our rights and obligations under this Agreement, in whole or in part, to an affiliate or to any successor to our business, subject to Regulatory Requirements, by notifying you. You may not assign or transfer your rights or obligations without our prior written consent.

13.8 No Waiver. Our failure or delay in exercising any right or remedy does not constitute a waiver of that or any other right or remedy.

13.9 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the affected provision will be applied to the maximum extent permitted by law.

13.10 Third-Party Links. The Service may contain links to third-party websites or services. We do not control and are not responsible for their content, availability or practices.

13.11 Survival. Provisions which by their nature should survive termination, including Sections 5.5, 7.6, 7.7, 8, 10, 11, 12 and 13, will survive the termination of this Agreement.

13.12 Contact Details. AlphaTrue Solutions Joint Stock Company. Headquarters: Lot H, 7th Floor, Da Nang Software Park, 02 Quang Trung, Hai Chau Ward, Da Nang City, Vietnam. Email: [email protected].