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PHOCIS CAPITAL® - TERMS & CONDITIONS (APRIL 2025)

1. ACCEPTANCE & INTERPRETATION

By accessing or using the PHOCIS Capital™ platform, website, services, portal, or applications (collectively referred to as the "Platform"), you agree to be legally bound by the terms and conditions set forth herein (the "Terms"). If you do not accept these Terms in full, you may not access or use the Platform. These Terms constitute a binding agreement between you (the "User") and PHOCIS Capital™ (the "Company").

PHOCIS Capital™ reserves the right to modify or update these Terms at any time without notice. Continued use of the Platform after any changes constitutes acceptance of the new Terms.

"You" or "User" means any individual or entity accessing the Platform. "Company" means PHOCIS Capital™, a Delaware entity.

2. DEFINITIONS

For the purposes of this Agreement:

• "Account": A unique profile created by the User to access services on the Platform.
• "Affiliate": An entity directly or indirectly controlling, controlled by, or under common control with PHOCIS Capital™.
• "Content": Any and all information, data, text, software, photographs, graphics, video, messages, tags, or other materials that appear on or are distributed through the Platform.
• "Device": Any device used by a User to access the Platform, including but not limited to desktop computers, tablets, or smartphones.
• "Products": All services, including Clearing Accounts, platform access, integrations, and tools, offered to Users by PHOCIS Capital™.
• "Service": The complete offering of PHOCIS Capital™ including digital services, web applications, support infrastructure, and banking integrations.
• "User Content": All data, uploads, documents, posts, and submissions provided by the User.

3. REGULATORY COMPLIANCE & SECURITY

PHOCIS Capital™ is committed to full compliance with United States financial laws and regulations, including those related to Anti-Money Laundering (AML), Know Your Customer (KYC), Office of Foreign Assets Control (OFAC), and the U.S. Treasury.

All Users must complete full onboarding and verification procedures. Submissions of IRS W-9 forms are required before any revenue-sharing disbursements.

Platform Security Includes:

• SOC 2 Type II Compliance
• AES-256 Encryption Standards
• OAuth 2.0 Secure Login
• Multi-Factor Authentication (MFA)
• FDIC-insured banking partners via integrated clearing structure

Users understand and accept that the Company is not liable for breaches caused by external third parties or situations beyond its control.

4. ACCOUNT REGISTRATION, CREDENTIALS & USER OBLIGATIONS

Users must register for an account and provide truthful, current, and complete information. It is the User’s responsibility to maintain the confidentiality of their credentials.

Any unauthorized use of credentials must be reported to the Company immediately. The User is solely responsible for all activity under their account.

Failure to adhere to accurate registration and credential practices may result in account termination, restriction, or legal action.

5. ACCEPTABLE USE POLICY

PHOCIS Capital™ provides its services for lawful and compliant uses only. Prohibited uses include:

• Engaging in fraud or financial crime
• Circumventing the platform, integrations, or clearing structure
• Uploading or distributing malware or other malicious code
• Manipulating transactional data, wire activity, or sub-accounts
• Conducting business in restricted or sanctioned jurisdictions
• Using the platform for non-commercial or exploitative behavior

Violation of this section may lead to immediate suspension, permanent account restriction, legal recourse, and notification to federal regulatory authorities.

6. DIGITAL CONSENT, ELECTRONIC SIGNATURES & DELIVERY

By using this Platform, you consent to:

• The use of electronic signatures
• The receipt of notices, terms, and legal communications digitally
• All agreements, disclosures, and documents being provided in digital format

You waive any defense of invalidity based on electronic transmission or execution.

7. INTELLECTUAL PROPERTY RIGHTS

All elements of the Platform—including software, code, content, visual design, process flows, documentation, and platform functionality—are protected by applicable intellectual property laws and are the exclusive property of PHOCIS Capital™ or its licensors.

Users may not modify, reproduce, transmit, publish, create derivative works from, reverse engineer, or exploit any part of the Platform.

Use of PHOCIS Capital™ logos, brand assets, or proprietary code without written permission is strictly prohibited.

8. USER CONTENT & SUBMISSIONS

You retain ownership of content you upload but grant PHOCIS Capital™ an irrevocable, worldwide, royalty-free, perpetual license to use, store, distribute, display, and reproduce the content in connection with platform operation.

You represent that your content:

• Is not obscene, defamatory, deceptive, or illegal
• Does not infringe upon any third-party rights
• Does not include protected information or trade secrets without authorization

PHOCIS Capital™ reserves the right to remove or restrict content that violates these standards.

9. THIRD-PARTY SERVICES & AFFILIATES

PHOCIS Capital™ partners with third-party institutions for fund custody, bank integration, and backend processing.

We are not responsible for:

• Downtime of third-party APIs
• Errors made by affiliate banks
• Delays caused by government holidays or batch settlements
• Links to or from non-affiliated websites

Users must comply with any third-party terms of use embedded within the Platform’s services.

10. TRANSACTIONAL SECURITY & PROCESSING DISCLOSURES

All funds movement is conducted via PHOCIS’s integrated clearing architecture. Certain ACH and wire processes are subject to schedule limitations, banking cutoffs, and institutional protocols.

PHOCIS does not control delays caused by intermediary banks, nor does it guarantee settlement within user-defined timeframes.

11. NO GUARANTEE OF RETURNS & RISK STATEMENT

PHOCIS Capital™ is not a bank, investment adviser, or licensed fiduciary. Services are not guaranteed to generate returns.

Clearing Accounts accrue yield based on market conditions and U.S. Treasury performance. Historic yield data does not ensure future results.

12. LIMITATION OF LIABILITY

Under no circumstances will PHOCIS Capital™ be held liable for:

• Indirect, incidental, or consequential damages
• Losses resulting from system errors, outages, or force majeure
• Damages exceeding $100 or the amount paid by the User in the 12 months prior to claim

13. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless PHOCIS Capital™, its founders, partners, officers, affiliates, and employees from any claim, liability, or loss arising from your breach of these Terms, misuse of the Platform, or infringement of intellectual property.

14. GOVERNING LAW & ARBITRATION

These Terms are governed by the laws of the State of California. Any disputes will be resolved via binding arbitration in Los Angeles County through the American Arbitration Association (AAA).

Class action waivers apply. Users agree to individual resolution unless local law prohibits it.

15. INTERNATIONAL USERS

This Platform is controlled from the United States. International Users are solely responsible for compliance with local laws.

PHOCIS Capital™ does not allow onboarding from the European Economic Area.

16. TERMINATION, SUSPENSION & NON-CIRCUMVENTION

PHOCIS may suspend or terminate access without notice for breach of these Terms.

Users are strictly prohibited from engaging directly with any platform partner or affiliate introduced via PHOCIS Capital™ in an attempt to bypass the platform, clearing fees, or account structure.

Violations may result in immediate termination and legal action.

17. UPDATES & NOTIFICATION

PHOCIS Capital™ reserves the right to update, modify, or amend these Terms without notice. It is your responsibility to review these Terms regularly.

18. CONTACT

Questions or concerns? Please reach out to: [email protected]

Effective Date: April 2025