Terms of Service and Membership Agreement

1. Company and contracting party

SCHWARZMAN is operated by Schwarzman LLC, a limited liability company incorporated in the Cayman Islands, Registration Number CR-5512, with registered office at 190 Elgin Avenue, Grand Cayman, Cayman Islands (“Schwarzman”, “SCHWARZMAN”, “we”, “us” or “our”).

Schwarzman LLC is the contracting party for the SCHWARZMAN membership and the SCHWARZMAN-operated website, application, customer relationship and first-line support, except where a separate agreement expressly identifies another provider as the contracting party for a specific service.

2. Nature of the service

SCHWARZMAN is a technology and membership platform that gives eligible customers access to supported digital-asset payment and related functionality.

Schwarzman LLC is not itself a bank, depository institution, card issuer or digital-asset custodian. Schwarzman LLC does not itself hold customer private keys.

Card issuance, BIN sponsorship, payment processing, identity verification, KYC/AML screening, wallet or custody infrastructure, digital-asset conversion, settlement and related services are provided by independent third-party service providers. The terms and privacy notices of those providers apply to the services they provide and are presented where relevant during onboarding, activation or use of the applicable service.

3. Eligibility

To open and maintain an individual SCHWARZMAN account, you must:

• be at least 18 years old;
• have legal capacity to enter into a binding agreement;
• reside in a jurisdiction supported by the relevant program;
• provide complete, accurate and current information;
• successfully complete all required identity, compliance and risk checks; and
• comply with these Terms, applicable provider terms and applicable law.

Business accounts may also be available. A person opening or operating an account for a business represents that they have authority to bind that business. Business users may be required to provide corporate, beneficial-ownership, control-person and other KYB information.

Registration, payment of a membership fee or submission of verification materials does not guarantee approval or continued access.

4. Account registration and security

You must provide accurate information and keep it current. You may not use false, misleading or third-party identity information to create or operate an account.

Unless expressly approved otherwise, one membership account is permitted per verified individual or business.

You are responsible for maintaining the confidentiality and security of your credentials, authentication factors and devices. You must notify SCHWARZMAN promptly if you suspect unauthorized access or compromise.

5. Identity verification, KYC, AML and compliance

Access to SCHWARZMAN functionality is subject to identity verification, KYC/KYB, anti-money-laundering controls, sanctions screening, fraud prevention, blockchain analytics and other compliance or risk checks.

These checks may be performed by independent third-party providers. You agree to provide information or documentation reasonably required for onboarding, ongoing monitoring, source-of-funds review, source-of-wealth review, transaction review, sanctions screening, fraud investigation or other lawful compliance purposes.

SCHWARZMAN or an applicable provider may reject, delay, restrict, suspend, block or terminate access where required by law, provider rules, sanctions obligations, fraud controls, security requirements or risk policies. In some cases, applicable law may restrict the information that can be disclosed about a compliance review or action.

6. SCHWARZMAN membership

The standard SCHWARZMAN membership costs USD 19.99 per month, plus applicable taxes.

Subject to eligibility, jurisdiction and availability, the membership includes access to the SCHWARZMAN application and may include:

• a virtual payment card;
• supported digital-asset wallet functionality;
• supported digital-asset deposits;
• international card-payment functionality at supported merchants;
• eligible SHOP Token cashback;
• optional holding-reward functionality;
• account and transaction-management tools; and
• customer support.

Features, supported assets, limits, merchants, networks, jurisdictions and service-provider availability may change over time.

7. Monthly billing and automatic renewal

The SCHWARZMAN membership renews automatically each month until cancelled.

Before paid membership activation, SCHWARZMAN displays the recurring price, billing frequency, automatic-renewal nature of the membership and cancellation method. By completing paid membership activation, you authorize recurring monthly membership charges until cancellation.

You may cancel online through the SCHWARZMAN application or another online cancellation method made available by SCHWARZMAN.

8. Taxes

Displayed membership prices may exclude taxes. Where Schwarzman LLC is required to collect sales tax, use tax, VAT, GST or another transaction tax, the applicable amount may be charged in addition to the displayed price.

You remain responsible for taxes that are your legal responsibility, including taxes arising from digital-asset transactions, cashback, rewards or disposals.

9. Cancellation

You may cancel your membership at any time using the online cancellation process available through SCHWARZMAN.

Unless mandatory law requires otherwise, cancellation takes effect at the end of the then-current paid monthly billing period. No new membership renewal is charged after cancellation becomes effective.

When membership ends, membership-only features may be disabled and the virtual card may be restricted or closed in accordance with applicable card-program terms. Any permitted withdrawal or return of remaining assets remains subject to verification, security, sanctions, network and provider requirements.

10. Refunds

Membership fees are generally non-refundable once the applicable paid membership period has started, except where:

• a refund is required by applicable law;
• a duplicate or erroneous membership charge is confirmed; or
• Schwarzman LLC expressly approves a goodwill refund.

Nothing in these Terms limits any legally non-waivable refund, chargeback or consumer right.

Fraudulent or abusive refund or chargeback activity may result in account review, restriction or termination.

11. Virtual payment card

Eligible members may receive access to a virtual payment card. The card is issued and serviced by an independent card issuer and/or program provider, not by Schwarzman LLC.

Use of the card is subject to the applicable cardholder agreement, issuer privacy notice, card-network rules, compliance requirements and transaction limits presented during card onboarding or activation.

A card application may be declined, and a card may be restricted, suspended or closed by the applicable provider. A payment may be declined because of available balance, merchant-category restrictions, fraud controls, sanctions requirements, issuer controls, network rules, technical issues or other lawful risk controls.

12. Physical card

The current standard membership includes a virtual payment card. A physical card is planned for a later phase and may be subject to separate pricing, delivery, eligibility and program terms.

Illustrative images or product previews do not create a contractual entitlement to a physical card unless SCHWARZMAN expressly states that the physical card is currently included in the applicable offering.

13. Digital-asset deposits

Where available, you may fund supported functionality using supported digital assets sent from your own compatible wallet or exchange account.

Only supported assets and blockchain networks may be used. Sending an unsupported asset, using an unsupported network, sending to an incorrect address or omitting required transfer information may result in delay or permanent loss.

A digital-asset deposit may remain unavailable until the applicable blockchain network and service provider have completed required confirmations, security checks and compliance review.

SCHWARZMAN does not charge a deposit fee for supported digital-asset deposits. Blockchain, exchange or third-party fees imposed by another service may still apply.

14. Wallet and custody

SCHWARZMAN may provide a customer-facing wallet interface. Schwarzman LLC does not itself hold customer private keys and does not itself act as the digital-asset custodian.

Wallet, key-management and/or custody infrastructure is provided through third-party service providers. Their terms apply to the infrastructure and services they provide.

15. Conversion for card payments

Supported digital assets may be converted as necessary to fund or settle an eligible card payment. Conversion, liquidity and settlement may be performed by independent service providers.

The execution amount may be affected by market movement, spreads, available liquidity, network conditions, provider execution and settlement timing.

16. Fees

The current standard customer pricing is:

• SCHWARZMAN membership: USD 19.99 per month, plus applicable taxes;
• virtual payment card: included in the membership with no separate card price;
• supported digital-asset deposits: no SCHWARZMAN deposit fee; and
• card payments: 3% fee on each card payment, in any currency.

Third parties may separately impose charges such as ATM fees, merchant surcharges, blockchain network fees or foreign-exchange costs. These are not SCHWARZMAN fees unless expressly identified as such.

Current pricing is also displayed on the SCHWARZMAN website or in the application. If pricing changes, the new pricing applies prospectively after any notice required by contract or law.

17. SHOP Token cashback

Eligible card payments receive 1% cashback in SHOP Token, subject to the applicable program rules and transaction eligibility.

Cashback is calculated by reference to the eligible transaction amount and the valuation method used when the reward is calculated or credited. Cashback is credited after the underlying payment has settled.

Cashback may be withheld, corrected or reversed if the underlying transaction is refunded, reversed, charged back, fraudulent, ineligible or credited in error.

SHOP Token is a digital asset. Its value can increase or decrease. Cashback is a card-usage reward and is not interest on a bank deposit or a guaranteed investment return.

18. Optional holding rewards

Eligible users may be offered optional holding-reward functionality inside the SCHWARZMAN application.

Before confirming participation, the application displays the relevant asset, amount, holding period, then-current reward rate or maximum rate and the material conditions applicable to that selection.

Holding-reward rates are variable unless expressly stated otherwise, may change and are not guaranteed. Illustrative calculations are not forecasts or promises of returns.

Assets set aside for a holding period may not be spendable or withdrawable during that period, subject to the conditions shown before confirmation.

Holding rewards are subject to the Digital Asset, SHOP Token, Cashback and Holding Rewards Risk Disclosure.

19. Digital-asset risk

Digital assets can be highly volatile and may lose some or all of their value. They may be affected by cybersecurity incidents, protocol changes, blockchain forks, validator failures, de-pegging, liquidity events, issuer failure, network congestion, market disruption or regulatory changes.

Digital assets are not bank deposits and, unless expressly stated for a separate protected product, are not covered by FDIC deposit insurance, a deposit-guarantee scheme or an investor-compensation scheme.

20. No investment, legal or tax advice

SCHWARZMAN does not provide individualized investment, securities, legal or tax advice through the website or application.

Information concerning digital assets, rewards, prices, historical information, taxes or product mechanics is general information only and does not constitute a recommendation, guarantee or assurance of suitability.

21. Irreversible transactions

Blockchain transfers may be irreversible. You are responsible for checking wallet addresses, blockchain networks, assets, transaction details and recipient information before submitting an instruction.

SCHWARZMAN is not required to reverse or recover a blockchain transfer that cannot technically or legally be reversed.

22. Transaction limits

Deposit, withdrawal, card and other transaction limits may apply. Limits may differ by user, jurisdiction, provider, asset, transaction type or risk profile and may change.

Current limits are displayed in the application where applicable. No general marketing statement guarantees a minimum transaction limit.

23. Prohibited use

You may not use SCHWARZMAN for unlawful or prohibited activity, including fraud, money laundering, terrorist financing, sanctions evasion, trafficking, ransomware, theft, scams, unlawful controlled substances, unlawful weapons activity, child sexual exploitation material, deliberate circumvention of compliance controls or any transaction prohibited by applicable law or provider rules.

You may not use false identity information, conceal beneficial ownership, operate an account for an undisclosed third party, sell or transfer account access, manipulate referral rewards, or interfere with fraud, sanctions or compliance controls.

24. U.S. sanctions

Schwarzman LLC is a U.S. company and is subject to applicable U.S. sanctions requirements.

You may not use SCHWARZMAN directly or indirectly for a transaction prohibited by U.S. sanctions, on behalf of a blocked or sanctioned person, or for the purpose of evading or avoiding a sanctions restriction.

SCHWARZMAN and its service providers may use sanctions screening, wallet screening, blockchain analytics and transaction monitoring. Transactions or accounts may be delayed, rejected, restricted, blocked or reported where required by applicable law.

25. Service availability

SCHWARZMAN does not guarantee uninterrupted access. Services may be affected by maintenance, provider outages, blockchain congestion, network failures, card-network issues, cybersecurity incidents, changes in law or events beyond reasonable control.

Features may be added, changed, suspended or discontinued where reasonably necessary, subject to applicable contractual and legal requirements.

26. Changes to price or material membership benefits

Schwarzman LLC may change pricing or material membership benefits prospectively.

For existing paid members, Schwarzman LLC will provide advance notice of a material recurring price or membership-benefit change where required by applicable law or these Terms. A member may cancel before a changed recurring price takes effect.

27. Account suspension or termination

SCHWARZMAN or an applicable provider may suspend, restrict or terminate an account or feature because of:

• failed or overdue membership payment;
• failed, incomplete or withdrawn verification;
• suspected fraud or account compromise;
• sanctions exposure;
• suspected money laundering or other financial crime;
• prohibited use;
• breach of these Terms or provider terms;
• security risk;
• legal or regulatory requirement; or
• provider or program discontinuation.

Where legally permissible and operationally appropriate, notice will be provided.

28. Customer support and complaints

SCHWARZMAN provides first-line support for membership, billing, pricing, application access, SHOP Token cashback, holding-reward questions and general product questions.

Matters involving card issuance, KYC/AML verification, card limits, declined card transactions, disputes, chargebacks, card security, fraud, conversion, settlement or provider outages may be transferred or escalated to the applicable service provider.

Customer support is available through the support function in the SCHWARZMAN application after sign-in.

Formal complaints may be submitted through the support function in the SCHWARZMAN application.

29. Electronic communications

You agree that contractual, operational, security, compliance, billing and account communications may be provided electronically, including by email, in-app message or website notice.

You are responsible for keeping your contact information current.

30. Intellectual property

The SCHWARZMAN name, trademarks, application, website, software, design, graphics and original content are owned by or licensed to Schwarzman LLC.

These Terms grant you a limited, revocable, non-exclusive and non-transferable right to use SCHWARZMAN for its intended purpose. You may not copy, reverse engineer, scrape, resell, sublicense, impersonate or commercially exploit SCHWARZMAN technology or branding except as expressly permitted.

31. Third-party services

Third-party services are governed by the applicable third party's own terms where relevant.

Schwarzman LLC is not responsible for independent acts or omissions of a third party that are outside Schwarzman LLC's reasonable control, except to the extent applicable law does not permit such limitation.

32. Disclaimers

To the maximum extent permitted by applicable law, SCHWARZMAN-operated technology and content are provided on an “as is” and “as available” basis.

Schwarzman LLC does not guarantee:

• uninterrupted service availability;
• approval for a card, account feature or transaction;
• specific transaction limits;
• merchant acceptance;
• future digital-asset prices;
• future SHOP Token value;
• any reward rate;
• any investment return;
• any tax outcome; or
• uninterrupted third-party service.

Nothing in these Terms excludes any warranty, right or remedy that cannot lawfully be excluded.

33. Limitation of liability

To the maximum extent permitted by applicable law, Schwarzman LLC will not be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, business opportunity or expected gains, arising from use of or inability to use SCHWARZMAN.

To the maximum extent permitted by law, Schwarzman LLC's aggregate liability arising from the SCHWARZMAN membership will not exceed the greater of:

• the membership fees paid to Schwarzman LLC during the six months preceding the event giving rise to the claim; or
• USD 100.

These limitations do not apply to liability that cannot lawfully be excluded or limited, including liability for fraud, intentional misconduct or other non-waivable liability where applicable.

34. Indemnification

To the extent permitted by law, a business user, or any user engaging in unlawful or unauthorized use, agrees to indemnify Schwarzman LLC against third-party claims, losses and reasonable costs arising directly from that user's violation of law, infringement of third-party rights or material breach of these Terms.

This section does not require indemnification for losses caused by Schwarzman LLC's own fraud, intentional misconduct or other non-waivable fault.

35. Governing law

Except to the extent mandatory law provides otherwise, these Terms are governed by the laws of the Cayman Islands, without regard to conflict-of-law principles.

Mandatory rights applicable to a consumer and incapable of lawful waiver remain unaffected.

36. Disputes and venue

Before filing a formal claim, you and Schwarzman LLC agree to make a reasonable good-faith effort to resolve the issue directly.

Formal complaints may be submitted through the support function in the SCHWARZMAN application.

Except where mandatory law provides another forum, judicial proceedings relating to these Terms may be brought in the courts of the Cayman Islands, and each party consents to that forum.

37. Severability

If any provision of these Terms is held unenforceable, the remaining provisions remain effective to the fullest extent permitted by law.

38. No waiver

Failure to enforce a provision does not waive the right to enforce it later.

39. Assignment

You may not transfer your account or membership without written approval.

Schwarzman LLC may assign these Terms in connection with a merger, acquisition, restructuring, program migration, sale of business assets or transfer to an affiliate or successor, subject to applicable law.

40. Changes to these Terms

Schwarzman LLC may update these Terms prospectively. Material changes affecting an existing paid membership will be communicated where required by law or reasonably appropriate.

The current version is published on schwarzman.app.

41. Contact

Schwarzman LLC
190 Elgin Avenue
Grand Cayman
Cayman Islands

Customer support, formal legal, complaint and privacy correspondence: through the support function in the SCHWARZMAN application after sign-in.

42. Related policies

The Privacy and Cookie Policy, Digital Asset, SHOP Token, Cashback and Holding Rewards Risk Disclosure, Referral Program Terms and Legal Notice form part of the SCHWARZMAN customer legal framework. Separate third-party terms also apply to services provided directly by those third parties.