Effective Date: October 6, 2025

Thank you for your interest in the Elibrium Corporate Expense Card Program (the “Program”) available through our website at https://www.elibrium.io (the “Website”). Access to and use of the Program, the Website, and related services are offered by Elibrium, Inc., a Wyoming corporation (“Elibrium,” “we,” “our,” or “us”), subject to the terms and conditions set forth below.

PLEASE READ THESE TERMS AND CONDITIONS (THESE “TERMS”) CAREFULLY. THESE TERMS, AS UPDATED BY US FROM TIME TO TIME, TOGETHER WITH OUR PRIVACY POLICY (https://www.elibrium.io/privacy), PRICING SCHEDULE (https://www.elibrium.io/pricing), AND ANY OTHER TERMS AND CONDITIONS THAT APPLY TO THE SERVICES, ARE A LEGAL AGREEMENT BETWEEN YOU AND US. THESE TERMS GOVERN YOUR ACCESS AND USE OF THE PROGRAM, INCLUDING IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. BY ACCESSING THE WEBSITE OR USING THE PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS CAREFULLY, UNDERSTAND THEM, AND ACCEPT THEM IN THEIR ENTIRETY. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE PROGRAM.

We reserve the right to change or modify these Terms from time to time in our sole discretion. We will post on the Website or otherwise make available to you any changes to these Terms. The date of the latest changes will be indicated at the top of the document. Your continued use of the Services following the posting or other distribution of changes will mean that you agree to be bound by such changes.

1. Definitions

1.1 “Access Information” means collectively a user name, passcode, verification codes, and any other means of verification necessary to access the Services.

1.2 “Account Owner,” “you,” or “your” refers to the business entity that has qualified for and established a Card Account in accordance with the terms of the Bank Agreement.

1.3 “Authorized User” means an employee or another person designated by the Business Administrator as authorized by you to receive a Card and use the Card Account on your behalf.

1.4 “Bank” means Sutton Bank, member Federal Deposit Insurance Corporation.

1.5 “Bank Agreement” means the Elibrium Corporate Expense Card Program Terms and Conditions between the Account Owner and the Bank ([Bank Agreement URL]).

1.6 “Business Administrator” means the person you designate to administer the Card Account and act on your behalf in accordance with the terms of the Bank Agreement.

1.7 “Card” means the Visa®-branded corporate payment card issued by the Bank that allows Authorized Users to access funds loaded to the Card Account. “Card” includes “Cards.” A Card may be a virtual card represented by a 16-digit account number and/or a physical card embossed with the same 16-digit number.

1.8 “Card Account” means the account between Account Owner and Bank established pursuant to the Bank Agreement.

1.9 “Card Network” means the payment card network operated by Visa, Mastercard, and/or any other card network as may be indicated on the Card.

1.10 “Communications” refers to notices, disclosures, or other communications regarding the Services.

1.11 “Disputed Transaction” refers to any transaction on the Card that you believe was not authorized or has been posted in error, or caused by an unauthorized third party gaining access to the Program.

1.12 “Elibrium Marks” means Elibrium and all other trademarks, service marks, trade names, trade dress, logos, graphics, page headers, titles, button icons, scripts, and the like that identify or refer to the Program, the Website, and/or other Services.

1.13 “Fees” means the fees payable to us for the Services, as they may vary from time to time in accordance with these Terms. The Fees are disclosed in our Pricing Schedule. The Fees are deemed accepted by you upon registration for the Program.

1.14 “Highnote” means Highnote Platform, Inc., a Delaware corporation.

1.15 “Payment Services” means payment processing services, including execution of payment transactions through the Card, transfers of funds to a Card Account, receipt of funds into a Card Account transferred by you, issuing of payment instruments, and acquiring of payment transactions. Payment Services are provided by one or more of our Service Providers.

1.16 “Pricing Schedule” refers to the schedule of our Fees available at https://www.elibrium.io/pricing.

1.17 “Privacy Policy” means our privacy policy available at https://www.elibrium.io/privacy.

1.18 “Program” means the Elibrium Corporate Expense Card Program, which allows you to utilize electronic facilities provided by us in cooperation with our Service Providers to establish and utilize the Card(s).

1.19 “Program Content” means all text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and other materials and information presented on or through the Program, the Website, the Card Account, the Card, and/or other Services.

1.20 “Service Provider” means any third-party provider that we are partnering with to provide you with the Services, including, without limitation, the Bank and Highnote.

1.21 “Services” means access to the Program, the Website, and related customer support services provided by us to you in connection with your use of the Program. The Services, to the extent that they relate to the Cards and the associated Payment Services, consist of communication services between you and our Service Providers that are issuing the Cards and/or providing the Payment Services inherent therein. The Services include access to certain features of the Program for the management of the Cards, and first level of customer support.

2. Overview of the Services

2.1 Description of the Services. We provide the Program to eligible businesses for making certain commercial payment transactions as may be permitted by us from time to time. By registering with us to utilize the Program, you will be provided with access to the Services for use in connection with payment of your qualified business expenses. Issuance of the Card(s), Payment Services, and certain other Services are provided by our Service Providers, and not by us.

2.2 Account. To utilize the Services, you must first register with us on the Website. As part of the registration process, you will be required to fund the Card Account in accordance with the terms of the Bank Agreement. The Services available through the Program are at all times conditioned upon the availability of a positive balance of the funds paid by you to fund the Card Account.

2.3 Eligibility. The Services are available only for commercial or business purposes to eligible business entities. By using the Services, you represent that you meet the eligibility requirements and agree to abide by these Terms. If you violate any of these Terms or any other agreement between you and us or our Service Providers, or if we believe that you do not meet the eligibility criteria, we may terminate or suspend your access to the Services (or any portion, aspect, or feature of the Services) at any time in our sole discretion, with or without notice.

2.4 Program. By registering to use the Program, you represent and warrant that you are authorized to legally bind the legal entity on whose behalf you are registering and grant us all permissions and licenses provided in these Terms. You agree to provide true, accurate, current, and complete information about you during registration, including your legal name, address, tax ID number, contact and beneficial ownership information. We may request additional identifying documents, including organizational documents. You authorize us to share this information with our Service Providers and other third parties in accordance with our Privacy Policy. You agree to notify us promptly regarding any changes. We may suspend or terminate your access if information is inaccurate, untrue, incomplete, or if you fail to comply with registration requirements.

2.5 Authorized Users. You may authorize one or more Authorized Users to access the Program, make business-related purchases and transactions, and use the Services on your behalf. Each Authorized User must be at least 18 years old and a resident of the United States. You are solely responsible for any actions undertaken by your Authorized Users with respect to the Services, whether or not authorized by you. You agree to notify us promptly regarding any changes to your Authorized Users.

2.6 Access Information. You will be asked to create an online username and passcode to access and use the Services, as well as a PIN, challenge questions, and any other security information that we or our Service Providers deem necessary. You may be requested to provide contact information to receive one or more verification codes necessary to access the Services. You agree to maintain all Access Information secure and confidential and disclose it only to your Authorized Users. You are responsible for all actions and communications undertaken or transmitted using your Access Information. We are not responsible if your Access Information is used by an unauthorized person or misappropriated. You must notify us immediately of any unauthorized use. We may revoke your access if you share Access Information with any third party or if we believe it has been compromised.

2.7 Incorporation of Service Providers’ Legal Terms. We are not a money transmitter and do not perform money transmission or payment services. The issuance of the Card(s) and the Payment Services for the Program are provided by the Bank and Highnote, as well as certain other Service Providers. Your use of the Services is subject to the Bank Agreement. By agreeing to these Terms or continuing to use the Program, you agree to be bound by the Bank Agreement, as it may be modified by the Bank from time to time. As a condition of enabling Payment Services, you agree to provide accurate and complete information about you and your business, and you authorize us to share it and transaction information related to your use of the Payment Services with our Service Providers.

2.8 Dealing with Service Providers. By registering to utilize the Program, you authorize us to act in your name and for your account with our Service Providers. By accepting these Terms, you authorize us to relay to the Service Providers, in your name, any instruction from you in relation to the Card Account and/or the Cards. By approving or initiating a payment through the Services, you authorize us to provide instructions to initiate and complete such payment on your behalf; provided, however, that we shall not be responsible for administration and execution of payments to be made to the Card Account.

3. Cards

3.1 Card Issuance and Management. Card issuance and management are governed by the Bank Agreement. Once you have registered for the Program and deposited funds into the Card Account, you may request that one or more Cards be issued. Cards are issued by the Bank subject to registration, acceptance of these Terms and the Bank Agreement, and compliance therewith. The Bank issues Cards at its discretion. We are not responsible for any rejection or delay by the Bank relating to the issuance of Cards. You are responsible for management of the Card Account and Cards and for ensuring a sufficient balance is available to cover payments and all fees.

3.2 Fees. You agree to pay applicable Fees disclosed in our Pricing Schedule, as it may change from time to time. All Fees are deducted from funds in the Card Account when the transaction appears in the Elibrium platform. We reserve the right to change Fees and update the Pricing Schedule upon reasonable advance notice. All Fees are denominated in U.S. dollars.

3.3 Rewards. You may be eligible to earn 1.5% cash back on net qualified purchases (less credits, returns, and adjustments) on the Card(s). Cash back rebates have no maximum limit. Balance transfers, cash advances, cash-equivalent transactions (e.g., money orders or gift cards), and certain other purchases/transactions do not earn rebates. Cash back rebates are calculated on net qualified domestic transactions settled during the previous calendar month and deposited into your Elibrium account balance on or about the 20th day of the following month. You are not eligible for cash back rebates if your Card or Card Account is cancelled or closed (by you or us), has a negative balance, or has an unpaid outstanding balance. We reserve the right to determine in our sole discretion whether a particular transaction qualifies for cash back and may change or discontinue the cash back program at any time.

3.4 Spending and Other Limits. The aggregate amount available for charges on the Cards at any given time will be determined by the available funds in your Card Account, plus any holds and outstanding unpaid balances. We and/or our Service Providers may establish limits on merchant categories, per-transaction amounts, numbers of charges, and may restrict use outside the United States. We are not responsible for losses resulting from declined or reversed charges or if a merchant refuses to honor a Card.

3.5 Liability for Payments. You are responsible for all amounts charged to the Cards by you or your Authorized Users, including chargebacks, refunds, losses, returns, provisional credits, or transactions initiated through the Program. If your Card or Card Account is canceled or closed, you remain obligated to pay the outstanding balance plus any interest, fees, and other charges imposed.

4. Operation of the Services

4.1 Prohibited Activities. The Services may only be used for bona fide business expenses. You may not use the Services for, among other things:

• Consumer/personal transactions;

• Payments to or from blocked/sanctioned persons, entities, or countries (e.g., OFAC);

• Activities violating any law or regulation;

• Transactions relating to: (i) tobacco products; (ii) prescription drugs/devices; (iii) controlled substances or products that present consumer safety risks; (iv) drug paraphernalia; (v) weapons or devices designed to cause injury; or (vi) goods/services that promote illegal activity, are sexually oriented, promote hate/violence, defame/abuse/harass, contain obscene/indecent content, infringe intellectual property or privacy/publicity rights;

• Gambling transactions;

• Transactions supporting pyramid/Ponzi schemes, lay-away systems, off-shore banking, debt financing via credit card; money laundering/terrorist financing; sale of traveler’s checks or money orders, currency exchange, check cashing; credit repair/debt settlement services;

• Tax payments and court-ordered payments.

4.2 Acceptable Use. You agree to comply with all applicable laws and regulations. You further agree not to:

• Disrupt or interfere with the Program, Website, Services, system resources, accounts, servers, or networks;

• Impose an unreasonable or disproportionately large load on our infrastructure;

• Upload or transmit viruses or harmful code;

• Use robots/spiders or manual processes to monitor/copy the Services or Website without prior written permission;

• Bypass security measures or interfere with the Services;

• Cause us or our Service Providers to lose services from their vendors;

• Access another person’s account or create/use a false identity;

• Attempt to obtain unauthorized access to the Program, our or our Service Provider’s servers or networks, or restricted portions of the Website or linked sites. We may block certain unique device identifiers to protect the integrity of the Services.

4.3 Payment Services Restrictions. We make no representation or warranty regarding Payment Services. We do not guarantee Card acceptance by any merchant, authorization of any transaction, or continued availability of Payment Services. We are not liable for losses if a merchant refuses the Card, a transaction is not authorized, or the Bank/Card Network cancels or suspends a Card. We are not liable for your loss or inability to use the Card.

4.4 Unauthorized Transactions. If you believe a Disputed Transaction occurred, immediately notify us and provide sufficient information for investigation. You will be liable for any loss arising from a Disputed Transaction resulting from your or any Authorized User’s failure to keep Access Information confidential or comply with these Terms and/or the Bank Agreement. We do not assume liability for Disputed Transactions. Your rights regarding Disputed Transactions are against the Bank and subject to applicable laws and your agreement with the Bank.

4.5 No Right to Continued Service. We may change or update the Services (including interface, functionality, and operation) at any time without notice. We may add, delete, disable, or modify some or all Services at our sole election. You acknowledge you may no longer be able to use the Program, Website, or other Services to the same extent (or at all) and that we shall have no liability. We may remove or disable access to content or functionality and impose use limits without prior notice.

4.6 Geographic Limitations. The Services are intended to be used solely in the United States. We make no representation that the Services are appropriate or available for use in other locations. Access from territories where the Services are illegal is prohibited. Those who choose to use/access the Services from other locations do so at their own volition and are responsible for compliance with local laws.

4.7 Consent to Communications. BY REGISTERING FOR THE PROGRAM AND ACCEPTING THESE TERMS, YOU PROVIDE EXPRESS WRITTEN CONSENT TO RECEIVE COMMUNICATIONS FROM US AT THE EMAIL ADDRESS AND TELEPHONE NUMBER(S) YOU PROVIDE. THESE MAY INCLUDE TELEMARKETING MESSAGES SENT VIA EMAIL, LANDLINE, FAX, CELLULAR PHONE, OR TEXT (INCLUDING SMS/MMS). WE MAY USE AN AUTOMATIC TELEPHONE DIALING SYSTEM AND/OR ARTIFICIAL OR PRE-RECORDED VOICE. YOUR CARRIER’S STANDARD RATES MAY APPLY. CONSENT IS NOT A CONDITION OF PURCHASING ANY PROPERTY, GOODS, OR SERVICES.

4.8 Data and Other Charges. You are solely responsible for data and other charges incurred in connection with your use of the Services, including charges for uploads and chat/text features, whether via cellular data or otherwise.

4.9 Privacy Policy. Your use of the Services is subject to our Privacy Policy. By agreeing to these Terms, you consent to the collection and use of your personal information, and to all other actions taken by us with respect to your personal information, as described in our Privacy Policy (https://www.elibrium.io/privacy).

5. Ownership and Intellectual Property

5.1 Ownership of the Services. The Services are owned by us and/or our Service Providers and offered to you for limited use pursuant to these Terms. You do not acquire ownership rights by accessing or using the Services. Nothing in these Terms gives you the right to modify, copy, distribute, transmit, display, reproduce, license, create derivative works from, transfer, or sell the Services, Program Content, or Elibrium Marks.

5.2 Trademarks. The Elibrium Marks are the sole and exclusive property of us or our licensors, protected by U.S. and international trademark laws. The Elibrium Marks may not be copied, imitated, or used, in whole or in part, without our prior written permission. They may not be used in connection with any product or service not related to the Services, in any manner likely to cause confusion, or in any manner that disparages or discredits us, our Service Providers, or the Services. Any unauthorized use of the Elibrium Marks or third-party trademarks is strictly prohibited.

5.3 Program Content. Program Content is our sole and exclusive property, protected by U.S. and international intellectual property and other laws. So long as you are eligible to use the Services, you are granted a limited license to access and use the Services and to download/print a copy of any portion of the Program Content solely for your use, provided that you keep all copyright and proprietary notices intact. Any other use is strictly prohibited and will result in termination of this license. Unauthorized use may violate applicable laws and may result in civil and criminal penalties. Any rights not expressly granted are reserved.

6. Indemnity, Warranty, and Limitation of Liability

6.1 Indemnity. You agree to indemnify and hold us, our affiliates, subsidiaries, officers, directors, agents, employees, and licensors harmless from any claim or demand (including reasonable attorneys’ fees and costs) made by any third party due to or arising out of your use of the Program or Services, your breach (or alleged breach) of these Terms, our Privacy Policy, or the Bank Agreement, your unauthorized use of our intellectual property, or your alleged violation of any third-party rights or applicable laws. You shall cooperate as reasonably required in the defense of any claim. We reserve the right (but are not obligated) to assume the exclusive defense and control of any matter subject to indemnification by you, and you shall not settle any matter without our written consent.

6.2 Nature of Services. Your access to and use of the Services is at your own risk. THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS AND ARE SUBJECT TO THE ADDITIONAL DISCLAIMERS AND TERMS SET FORTH HEREIN.

6.3 Exclusion of Warranties. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO: (A) THE PROGRAM/WEBSITE; (B) THE SERVICES; (C) THE PROGRAM CONTENT; OR (D) SECURITY OF TRANSMISSIONS. WE DISCLAIM ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM SECURITY RISKS OR VULNERABILITIES. WE DO NOT WARRANT THAT THE PROGRAM OR WEBSITE IS FREE FROM SECURITY RISKS OR THAT INFORMATION WILL NOT BE STOLEN OR MISUSED. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK.

6.4 Limitation of Liability. TO THE EXTENT ALLOWED BY LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR CONNECTED WITH USE OF THE WEBSITE, PROGRAM, OR SERVICES, OR WITH DELAY/INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES. IF WE ARE FOUND LIABLE, OUR TOTAL LIABILITY TO YOU WILL BE LIMITED IN AGGREGATE TO $100, TO THE EXTENT PERMITTED BY LAW. ANY CLAIM MUST BE FILED WITHIN ONE (1) YEAR AFTER IT AROSE OR IS PERMANENTLY BARRED.

7. Termination

7.1 Termination. Unless stated otherwise, these Terms continue until terminated by either party. Either you or we may terminate these Terms at any time upon fifteen (15) days’ written notice. We may terminate these Terms at any time and without notice if you or any Authorized User fails to comply with these Terms and/or the Bank Agreement, or if the Bank ceases to issue Cards. Termination is without prejudice to obligations or rights accrued prior to termination and shall not affect any provision intended to continue after termination.

7.2 Consequences of Termination. Upon termination, the Card Account, Cards, Services (including Payment Services), and your access to the Program will be cancelled/suspended. You shall cease use of the Services. We shall have no obligation to act on any requests after termination. Funds in the Card Account and on Cards (if any) will be returned to you after a suitable time reasonably determined by us or our Service Providers to ensure that all outstanding transactions, returns, credits, penalties, assessments, Fees, and other obligations have been paid.

8. Consent to Electronic Transactions and Disclosures

8.1 Consent. Because the Services are available online, you consent to transact business with us electronically. By registering and agreeing to these Terms, you agree to (i) receive all Communications from us and our Service Providers electronically, and (ii) use electronic signatures and transact business with us electronically. If you withdraw consent, you may be unable to use the Services.

8.2 Communications Provided Electronically. Your consent includes, among others: (i) disclosures and agreements governing your use of the Services; (ii) legally required disclosures; (iii) billing statements, receipts, account history; (iv) notices, letters, alerts regarding the Services/changes; (v) tax statements/documents; and (vi) other disclosures, notices, or communications in connection with your application or use of the Services, Card Account, account maintenance, or servicing/collection of funds.

8.3 Methods of Providing Communications. We may provide Communications by (i) email, (ii) making them accessible on the Website, and/or (iii) hyperlinks provided online and/or in emails. We may also use electronic signatures and obtain them from you.

8.4 Hardware and Software Requirements. To access, view, and retain electronic Communications, you must have: (i) up-to-date device(s) with internet access; (ii) a current, compatible web browser; (iii) a valid email account; and (iv) an operating system capable of receiving/accessing/displaying electronic records via email or our Website using a supported browser (including a PDF viewer to read PDF documents). To store/print, you need a device capable of storage/printing. If you use a spam filter, add our email addresses to your contacts.

8.5 Withdrawing Consent. You may withdraw consent to receive electronic Communications by contacting us at [Contact Email]. Withdrawal cancels electronic delivery and may terminate your ability to use the Services. Withdrawal is effective after a reasonable processing time.

8.6 Updating Contact Information. It is your responsibility to keep your contact information (including your primary email address) current. You can update your email or other contact information by logging into the Website.

8.7 Federal Law. You acknowledge and agree that the Services are subject to the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act), and that you intend that the E-SIGN Act apply to validate your ability to engage in transactions related to the Services electronically.

9. Miscellaneous Terms

9.1 Full Integration. These Terms, including the Privacy Policy and the Pricing Schedule, along with the Bank Agreement, constitute the entire agreement between you and us related to your access to and use of the Program, the Website, and the Services, and supersede all prior agreements.

9.2 Written Agreement. These Terms constitute a written agreement. A printed version of these Terms and any notice given in electronic form shall be admissible in judicial or administrative proceedings to the same extent as other business records originally generated and maintained in printed form. You waive defenses based on the electronic form of these Terms.

9.3 Modifications. We may modify these Terms and any policies affecting the Services (including the Privacy Policy and Pricing Schedule). Your continued use following notice of any modification constitutes acceptance. If dissatisfied with any modification, you may cease using the Services.

9.4 Notices. Unless otherwise specified, notices to us: [Contact Email]. We may provide notices to you via email to any address you provide or by posting on the Website. Notices to us are deemed given when received. Notices to you are deemed given 24 hours after posting or emailing, unless the email address is invalid.

9.5 Governing Law; Exclusive Jurisdiction and Venue; Waiver of Jury Trial. These Terms are governed by the laws of the State of California. Any disputes regarding these Terms or the transactions contemplated hereby shall be heard by the state or federal courts located in Laramie County, Wyoming, and each party consents to the exclusive jurisdiction of such courts. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS.

9.6 No Waiver. Failure to insist on strict performance of any provision will not operate as a waiver of any subsequent default or failure of performance.

9.7 Severability. If any part of these Terms is determined to be invalid or unenforceable, the invalid provision will be deemed superseded by a valid, enforceable provision that most closely matches the original intent, and the remainder shall continue in effect.

9.8 Relationship Between the Parties. Nothing herein shall be construed to constitute a partnership or joint venture between you and us or to constitute employment or any type of agency between the parties.

9.9 Events Beyond Our Control. We will use reasonable efforts to keep the Program, the Website, and the Services available; however, we are not responsible for any loss or unavailability due to causes beyond our control, including equipment or communication failures, viruses, unauthorized access, severe weather, natural disasters, strikes, wars, or governmental restrictions.

9.10 Descriptive Headings. Headings are for convenience only and shall not define, limit, or otherwise affect any term or provision.

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