Terms of Use

Billion US Holdings LLC

1. Introduction and Acceptance

These Terms of Use (the “Terms”) are a binding agreement between you and Billion US Holdings LLC, a Delaware limited liability company (“Billion,” “we,” “us,” or “our”), and govern your access to and use of the Billion mobile application, website, non-custodial wallet, and related services, including the Billion payment card (together, the “Services”). By creating an account, clicking to accept these Terms, or using the Services, you agree to these Terms and to our Privacy Policy, Risk Disclosure, and E-Sign Consent, each of which is incorporated into these Terms by reference. If you do not agree, do not use the Services.

2. About Billion

Billion is a technology company, not a bank. Billion does not take deposits and does not itself provide banking, money transmission, custody of your crypto assets, or card issuance. Certain features — including the payment card and the holding of card funds — are provided by our licensed partners, as described in these Terms. Your funds are not covered by deposit insurance.

3. Eligibility

To use the Services you must be at least 18 years old, have the legal capacity to enter into these Terms, and use the Services in compliance with these Terms and applicable law. Access to certain features, including the Card, is subject to identity verification and to eligibility criteria set by our licensed partners, which may include your country and region of residence. Some features may not be available in all locations. We or our partners may refuse, suspend, or terminate access where eligibility requirements are not met.

4. The Billion Wallet (Non-Custodial)

The Billion Wallet is non-custodial. You alone hold and control the private keys and the crypto assets in your wallet. Billion does not hold, control, or have access to your private keys or assets, and cannot transfer, freeze, or recover them. You are solely responsible for securing your keys, recovery phrase, credentials, and devices. If you lose your keys or recovery phrase, you may permanently lose access to your assets, and Billion cannot recover them. Blockchain transactions are generally irreversible. You may use the Billion Wallet on a keys-only basis without creating an account, or you may create an optional account using social login.

5. Swap

The Services may allow you to exchange one crypto asset for another (a “Swap”). Swaps are executed from your non-custodial wallet, and pricing, rates, and availability are determined at the time of the transaction and may be provided by third parties. Swaps are subject to network conditions and may fail, be delayed, or settle at a value different from the amount quoted. You are responsible for reviewing the details of each Swap before you confirm it.

6. Buying and Selling Crypto

The Services may allow you to buy crypto with fiat currency, or sell crypto for fiat currency (on-ramp and off-ramp), through third-party providers. These transactions are provided by the applicable third-party provider and are subject to its terms, pricing, verification requirements, and availability. Billion is not a party to those transactions except as expressly stated.

7. The Card

Eligible users may access a payment card (the “Card”) that can be used to make payments where the applicable card network is accepted. The Card is issued and administered by our licensed partners, not by Billion. The Card may be made available in virtual form and, where offered, in physical form, and may be added to supported mobile wallets. Your use of the Card is also governed by the cardholder agreement and disclosures provided by the issuing partner, which include your rights and error-resolution procedures and any limits on your liability for unauthorized transactions under applicable U.S. law (including the Electronic Fund Transfer Act and Regulation E), together with the applicable fee disclosures. In the event of any conflict regarding the Card, the issuing partner’s cardholder agreement controls.

8. Loading and Spending the Card; Card Balance

You load the Card by transferring crypto from your Billion Wallet. Once loaded, the value is converted and made available as your card balance (the “Card Balance”) and is used to fund Card transactions. Refunds are credited back to the Card Balance. The Card Balance is held by our licensed partner, not by Billion, and is not a bank deposit, is not held in your self-custody, and is not insured by the FDIC or any deposit-insurance scheme. Card transactions are subject to your available Card Balance, applicable limits, and applicable network and partner rules, and may be declined or reversed for legal, risk, fraud, or compliance reasons. Please review the Risk Disclosure.

9. Identity Verification, AML and Sanctions

Access to the Card and certain other regulated features requires identity verification, which is performed by our licensed partners, not by Billion. To obtain the Card, you register with and provide accurate information and documentation directly to our licensed partner, and that information is collected and held by the partner under its own privacy policy. We and our partners may screen users against sanctions and other applicable lists and monitor activity as required by law, and we may delay, refuse, suspend, or terminate access, or take other action, to comply with legal and regulatory requirements.

10. Fees

Fees that apply to the Services are made available to you before you incur them, including in the applicable fee schedule and disclosures. Third-party fees, including network fees, exchange or conversion fees, and on-ramp or off-ramp provider fees, may also apply. You are responsible for all fees associated with your use of the Services.

11. Acceptable Use

You agree not to use the Services to: violate any law, regulation, or sanctions; engage in or facilitate money laundering, terrorist financing, fraud, or other illegal activity; transmit funds on behalf of third parties or engage in unauthorized money-services activity; access the Services from a restricted location or circumvent eligibility or security controls; infringe the rights of others; or interfere with, disrupt, or misuse the Services. We may investigate and take appropriate action, including suspension or termination, for any suspected violation.

12. Third-Party Services and Partners

The Services rely on third parties and licensed partners, including for card issuance, holding of the Card Balance, identity verification, and on-ramp, off-ramp, and swap functionality. Your use of those features may be subject to the applicable third party’s terms. Billion is not responsible for the acts or omissions of third parties except as required by applicable law.

13. Electronic Communications

You consent to receive all agreements, disclosures, notices, and other communications relating to the Services in electronic form, as described in the E-Sign Consent. Electronic communications and signatures have the same legal effect as if provided in paper form and signed by hand.

14. Intellectual Property

The Services and all related content, software, and trademarks are owned by Billion or its licensors. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to use the Billion application for your personal, non-commercial use. You may not use our name or marks without our prior written permission.

15. Disclaimers

The Services are provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory, to the maximum extent permitted by law, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, secure, or error-free, that any transaction will be completed or authorized, or that any crypto asset will retain any particular value. Nothing in these Terms limits any rights you may have that cannot be limited under applicable law.

16. Limitation of Liability

To the maximum extent permitted by law, Billion and its affiliates, and their respective officers, directors, employees, and agents, will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, or crypto assets, arising out of or relating to the Services or these Terms, whether based in contract, tort, or otherwise, even if advised of the possibility of such damages. To the maximum extent permitted by law, our total aggregate liability for any claim arising out of or relating to the Services or these Terms will not exceed the total fees, if any, that you paid to Billion in the twelve (12) months preceding the event giving rise to the claim.

17. Indemnification

You agree to indemnify, defend, and hold harmless Billion and its affiliates from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with your use of the Services, your violation of these Terms, or your violation of any law or the rights of any third party, to the extent permitted by applicable law.

18. Suspension and Termination

We may suspend or terminate your access to the Services, in whole or in part, at any time, for legal, risk, fraud, or compliance reasons, for any breach of these Terms, or as otherwise permitted by law. You may stop using the Services at any time. Your non-custodial assets remain under your control in your Billion Wallet, subject to your continued control of your keys. Provisions that by their nature should survive termination will survive.

19. Changes to these Terms

We may update these Terms from time to time. We will post the updated Terms, update the “Last updated” date, and, where required by law, provide notice. Your continued use of the Services after the changes take effect constitutes your acceptance of the updated Terms.

20. Governing Law

These Terms are governed by the laws of the State of Delaware and applicable U.S. federal law, without regard to conflict-of-laws principles, except as otherwise required by applicable consumer-protection law.

21. Dispute Resolution; Binding Arbitration; Class-Action Waiver

Please read this section carefully; it affects your legal rights.

(a) Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules then in effect. The arbitration will be seated in the State of Delaware, and judgment on the award may be entered in any court of competent jurisdiction.

(b) Class-action waiver. You and Billion agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person’s claims or preside over any form of a representative or class proceeding.

(c) Right to opt out. You may opt out of this arbitration agreement within thirty (30) days after first accepting these Terms by sending written notice to [email protected] with your name and account details. If you opt out, disputes will be resolved in the state or federal courts located in the State of Delaware.

(d) Equitable relief. Nothing in this section prevents either party from seeking injunctive or other equitable relief in court for intellectual-property or unauthorized-use claims.

22. Miscellaneous

These Terms, together with the documents incorporated by reference, are the entire agreement between you and Billion regarding the Services. If any provision is held unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver of that provision. You may not assign these Terms without our prior written consent; we may assign these Terms. These Terms do not create any partnership, agency, or joint venture between you and Billion. Notices to you may be provided electronically.

23. Contact

Billion US Holdings LLC — [email protected]. Registered office: 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex. Registered agent: Harvard Business Services, Inc.

24. Definitions

• “Billion Wallet” — the non-custodial wallet available through the Services, in which you control your private keys and crypto assets.
• “Card” — the payment card made available to eligible users, issued and administered by our licensed partners.
• “Card Balance” — the value you load to fund Card transactions, which is held by our licensed partner.
• “Services” — the Billion application, website, wallet, Card, and related features.