Banking Connectivity Merchant Annex

ANNEX D: BANKING CONNECTIVITY SERVICES

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Last Update: March 27, 2026

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This ANNEX D: BANKING CONNECTIVITY SERVICES ("Banking Connectivity Terms") form an integral part of Yuno's Terms and Conditions. They apply when the applicable Order Form expressly activates Banking Connectivity Services and govern the commercial, operational, and liability framework for those Services. In the event of conflict between these Banking Connectivity Terms and the main body of the Terms and Conditions, these Banking Connectivity Terms prevail for all matters relating to Banking Connectivity Services. Data protection obligations applicable to Banking Connectivity Services are governed by Addendum A of the Global Data Processing Agreement (Schedule B).

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D.1 Definitions.

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"Banking Connectivity Services" means the technology infrastructure provided by Yuno enabling API-based data transmission between Company's systems and Company's independently contracted Bank Partners. Banking Connectivity Services are software integration services only. They do not constitute banking, payment, financial, or electronic money services of any kind and are not offered as a substitute for any regulated activity performed by a Bank Partner.

"Bank Partner" means a licensed financial institution or payment services provider with which Company has independently contracted for the provision of banking or financial services, including account opening, fund custody, and fund transfers. Bank Partners are not selected, assigned, or recommended by Yuno; all routing of data to a Bank Partner is determined solely by Company's explicit instruction in each API call.

"Banking Connectivity Fee" means the fees payable by Company for Banking Connectivity Services as specified in the applicable Order Form, which are separate from and independent of the Subscription Fees for Yuno's payment-orchestration Services.

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D.2 Nature of the Service. Banking Connectivity Services constitute pure technology infrastructure. Yuno's role is limited to receiving API requests from Company's systems, validating the request schema for technical conformity, routing the data payload to the Bank Partner designated by Company's instruction, and returning the Bank Partner's response to Company. Yuno exercises no judgment, discretion, or decision-making authority at any point in this process. Yuno does not, under any circumstances: (a) provide, offer, or participate in any banking, account-opening, fund-custody, fund-transfer, lending, or electronic money service; (b) evaluate, assess, score, or classify end users for KYC, AML, sanctions, or onboarding compliance purposes; (c) make or participate in decisions regarding end user acceptance, rejection, or restriction; (d) hold, receive, control, transmit, or settle funds of any kind; or (e) maintain any direct legal, commercial, or financial relationship with Company's Bank Partners. All regulated activities — including KYC compliance, AML monitoring, account opening decisions, and fund management — are the exclusive responsibility of Company and its Bank Partners, each operating under their own regulatory licenses and obligations. All API keys, authentication tokens, certificates, and access credentials required for each Bank Connection (“Banking Credentials”) are issued exclusively to Company by the applicable Bank Partner and remain Company’s sole property. Yuno holds no proprietary interest in Banking Credentials. Company grants Yuno a limited, revocable, non-exclusive technical authorization to transmit Banking Credentials on Company’s behalf solely to execute API routing as described in Section D.2. This authorization does not constitute a delegation of any financial, legal, or regulatory authority, and shall be automatically revoked upon termination or suspension of the relevant Bank Connection

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D.3 Company's Obligations.

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D.3.1 Direct Relationship with Bank Partners. The legal and commercial relationship governing the provision of banking services,  including KYC compliance, account opening, fund custody, and fund transfers, shall be maintained directly between Company and each Bank Partner. Yuno is not a party to that relationship, does not guarantee its performance, and assumes no liability arising from it. Company is solely responsible for negotiating, executing, and maintaining contracts with each Bank Partner and for ensuring that Bank Partners are duly licensed to provide the relevant banking services in each jurisdiction of operation.

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D.3.2 Regulatory Compliance. Company represents, warrants, and undertakes on a continuing basis that: (a) it has obtained all licenses, registrations, and regulatory authorizations required to offer banking services to its end users in each jurisdiction where it operates; (b) it has verified that each Bank Partner holds the applicable regulatory licenses required to perform the banking activities for which it receives data through Banking Connectivity Services; (c) Banking Connectivity Services will not be used to circumvent, substitute for, or replicate any licensed activity that Company or a Bank Partner is required to perform directly under applicable law; and (d) Company will promptly notify Yuno in writing if any Bank Partner loses or has its license suspended or revoked in any jurisdiction covered by the Order Form.

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D.3.3 KYC and AML Responsibility. Company acknowledges and agrees that Yuno has no KYC, AML, sanctions screening, or identity verification obligations in connection with Banking Connectivity Services. Company is exclusively responsible for ensuring that all end user onboarding, identity verification, sanctions screening, and AML obligations are performed and documented in accordance with applicable law. Company shall not transmit to Yuno any risk assessments, compliance determinations, PEP classifications, or sanctions screening outcomes for the purpose of having Yuno relay or act upon such determinations. Company expressly acknowledges that Yuno is not a regulated financial institution and does not qualify as a third party upon which Company may rely for customer due diligence purposes under any jurisdiction. Company shall not represent to any Bank Partner, regulatory authority, or third party that Yuno has performed, validated, or assumed any responsibility for any component of Company’s AML, KYC, or sanctions compliance program

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D.3.4 Accepted Use Limitation. Banking Connectivity Services may only be used to route data to Bank Partners that Company has independently contracted. Company shall not use Banking Connectivity Services to route data to any entity for which Company does not maintain a direct contractual relationship, or to access banking infrastructure on behalf of third parties not covered by the Order Form.

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D.4 Fees and Billing. Banking Connectivity Fees are calculated and billed separately from Subscription Fees applicable to Yuno's payment-orchestration Services. The Banking Connectivity Fee structure is specified in the applicable Order Form and may include per-integration fees, per-onboarding event fees, per-user maintenance fees, or a combination thereof. All Banking Connectivity Fees are non-refundable and shall be paid in accordance with the payment terms set out in Section 4 of the Terms and Conditions.

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D.5 Service Level Agreement. Banking Connectivity Services are subject to the same service level commitments set out in Schedule A. No separate or additional service level obligations apply to Banking Connectivity Services unless expressly stated in the applicable Order Form.

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D.6 Liability. Yuno's liability in connection with Banking Connectivity Services is limited to direct damages caused by Yuno's demonstrable failure to transmit data in accordance with its documented API specifications. Yuno has no liability for: (a) any act, omission, delay, insolvency, or regulatory action affecting any Bank Partner; (b) the availability, pricing, terms, or performance of any banking service; (c) end user losses arising from Company's or any Bank Partner's operations or decisions; (d) any regulatory penalty, fine, or enforcement action imposed on Company or any Bank Partner; or (e) any loss arising from Company's failure to comply with its obligations under Section D.3. Yuno's aggregate liability for all claims arising under these Banking Connectivity Terms shall not exceed the total Banking Connectivity Fees paid by Company during the six (6) months immediately preceding the event giving rise to the claim. This cap is separate from and independent of the aggregate liability cap set out in Section 6.3 of the Terms and Conditions, which applies exclusively to payment-orchestration Services.

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D.7 Service Independence and Regulatory Firewall. Banking Connectivity Services are maintained as a logically and contractually distinct service module from Yuno's payment-orchestration Services. The following principles apply:

(a) A regulatory determination by any authority in any jurisdiction that Banking Connectivity Services constitute a regulated banking, payment, or financial service shall not be construed as evidence that Yuno's payment-orchestration Services also constitute regulated activity, and vice versa.

(b) If any governmental or regulatory authority asserts jurisdiction over Banking Connectivity Services in any jurisdiction, Yuno reserves the right to suspend Banking Connectivity Services in that jurisdiction upon thirty (30) days' written notice, without liability, and without affecting the continuity of payment-orchestration Services under the Agreement.

(c) In the event of such suspension, the parties shall cooperate in good faith to determine whether Banking Connectivity Services can be restructured to comply with applicable regulatory requirements. If restructuring is not commercially practicable within ninety (90) days of suspension, either party may terminate Banking Connectivity Services in the affected jurisdiction without penalty.

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D.8 Activation and Separate Instrument Requirement. Banking Connectivity Services are activated only by an Order Form that expressly identifies Banking Connectivity as a contracted service and specifies the applicable Banking Connectivity Fee structure and Bank Partners. Banking Connectivity Services shall not be deemed activated by implication, by reference to Subscription Fees for payment-orchestration Services, or by adding Banking Connectivity as a line item to an existing Order Form without a dedicated Banking Connectivity section that incorporates these Special Terms. Clients using both payment-orchestration Services and Banking Connectivity Services are subject to separate contractual instruments for each service layer. These Banking Connectivity Terms and Addendum A to Schedule B govern the Banking Connectivity layer exclusively. Notwithstanding Order Form activation, Yuno shall have no obligation to enable any individual Bank Connection until Company has delivered to Yuno a written certification confirming that: (a) a direct, valid, and binding agreement with the applicable Bank Partner is in effect and independently governs all banking activities, regulatory obligations, and end user relationships for that connection; and (b) the applicable Bank Partner holds all regulatory licenses required to perform the relevant banking activities in the jurisdiction(s) of operation. Company shall provide an updated certification promptly upon any material change to its contractual or regulatory status with any Bank Partner

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D.9 Term and Termination. These Banking Connectivity Terms are effective as of the Effective Date of the Order Form activating Banking Connectivity Services and remain in effect for the duration of that Order Form, subject to the termination provisions of Section 13 of the Terms and Conditions. In addition to the termination rights set out in Section 13 of the Terms and Conditions, Yuno may, effective upon delivery of written notice to Company:

(a) immediately suspend any individual Bank Connection, without liability to Company, if: (i) Company has failed to deliver the written certification required under Section D.8; (ii) any Bank Partner loses, has suspended, or has revoked any regulatory license required to perform the relevant banking activities; (iii) Yuno has reasonable grounds to believe that continued transmission of data to a Bank Partner would expose Yuno to regulatory, sanctions, or legal risk; or (iv) Company is in material breach of any obligation under Section D.3, pending cure or termination;

(b) terminate Banking Connectivity Services immediately, without liability, if: (i) Company breaches any obligation under Section D.3 and fails to cure such breach within five (5) business days of written notice from Yuno, provided that breaches involving KYC, AML, sanctions screening, or use of Banking Connectivity Services to circumvent regulated activity shall not be subject to any cure period and shall entitle Yuno to terminate immediately; (ii) continued provision of Banking Connectivity Services would, in Yuno’s sole and reasonable determination, expose Yuno to regulatory, legal, or reputational risk in any jurisdiction; (iii) a change of control of Company results in Company being directly or indirectly controlled by an entity subject to sanctions or operating primarily in a jurisdiction where Yuno does not provide Banking Connectivity Services; or (iv) Company enters insolvency, administration, or any analogous proceeding;

(c) upon termination or suspension of any Bank Connection or of Banking Connectivity Services as a whole: (i) Company shall immediately cease all API calls to the affected Bank Connection(s); (ii) Company shall confirm in writing within five (5) business days that all Banking Credentials associated with the terminated connection have been decommissioned and are no longer in use; and (iii) each party shall comply with its data-return and deletion obligations under the Global Data Processing Agreement (Schedule B). Payment-orchestration Services under the Agreement shall continue unaffected by any suspension or termination of Banking Connectivity Services. The following obligations shall survive termination of these Banking Connectivity Terms: Sections D.3 (Company’s Obligations), D.6 (Liability), the indemnification provisions of the Terms and Conditions as applicable to Banking Connectivity Services, and any confidentiality obligations.

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D.10 No Modification of Yuno's Terms and Conditions. These Banking Connectivity Terms supplement and do not replace or modify any provision of the main Terms and Conditions, the Service Level Agreement (Schedule A), the Global Data Processing Agreement (Schedule B), or the Additional Services Price List (Schedule C), except as expressly stated herein.

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D.11 Audit and Monitoring Rights. Company shall maintain complete and accurate records of its use of Banking Connectivity Services, including records evidencing compliance with Section D.3. Upon Yuno’s written request, Company shall provide Yuno with documentary evidence of the existence and validity of its direct agreements with each Bank Partner and  the implementation and operation of Company’s KYC, AML, and sanctions screening program as it relates to end users onboarded through Banking Connectivity Services. Yuno may, upon reasonable prior written notice of not less than ten (10) business days, conduct or commission an audit of Company’s compliance with these Banking Connectivity Terms, at Yuno’s cost unless the audit reveals a material breach, in which case reasonable audit costs shall be borne by Company. Yuno’s audit rights under this Section are in addition to, and do not limit, any other rights or remedies available to Yuno under these Banking Connectivity Terms or applicable law.

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D.12 Jurisdictional Scope and Restrictions. Company shall not use Banking Connectivity Services to route data to Bank Partners operating outside the jurisdictions expressly identified in the applicable Order Form without Yuno’s prior written consent, which Yuno may withhold in its sole discretion. Yuno reserves the right to restrict or discontinue Banking Connectivity Services in any jurisdiction at any time if Yuno determines, in its sole and reasonable judgment, that: (a) the applicable regulatory framework imposes obligations on Yuno that are inconsistent with Yuno’s role as a pure technology provider; (b) a governmental or regulatory authority has asserted or is likely to assert jurisdiction over Yuno’s activities in that jurisdiction; or (c) continued operation in that jurisdiction would expose Yuno to sanctions, enforcement action, or reputational risk. Any such restriction or discontinuation shall be communicated to Company in writing with as much advance notice as is reasonably practicable and shall not constitute a breach of these Banking Connectivity Terms or the Agreement.

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D.13 Force Majeure. Yuno shall not be liable for any failure or delay in the provision of Banking Connectivity Services to the extent such failure or delay is caused by or results from: (a) any act, omission, technical failure, insolvency, or regulatory action of any Bank Partner or third-party banking infrastructure provider outside Yuno’s direct control; (b) the suspension, revocation, or modification of any Bank Partner’s regulatory license or authorization; (c) any governmental, judicial, or regulatory order, directive, embargo, or sanctions regime applicable to any Bank Partner, any Permitted Jurisdiction, or to the routing of the relevant data; (d) any act of God, natural disaster, epidemic, pandemic, cyberattack on third-party infrastructure, or other event beyond Yuno’s reasonable control; or (e) Company’s failure to maintain valid Bank Partner agreements or to comply with its obligations under Section D.3. In the event of a force majeure affecting Banking Connectivity Services, Yuno shall notify Company as soon as reasonably practicable, and the parties shall cooperate in good faith to mitigate the impact. Force majeure events shall not excuse Company’s payment obligations for Banking Connectivity Fees that have already accrued.