AfricanComplex — Wallet Terms (Stored-Value & Platform Credit)

Prepared by: AfricanComplex Holdings LLC, an Indiana limited liability company Business address: 5702 Walkabout Way, Brownsburg, IN 46112 Business phone: 317-389-1333 US states at launch: Indiana only (additional states will be added one at a time; escheat and money-transmitter analysis must be revisited for each new state before launch there) Status: "Add Money" (real-cash loading) remains disabled pending this review — see Section 4

Priority document — attorney note

This is the highest-priority document in the package. It governs the AfricanComplex Wallet, a closed-loop credit feature that today holds only platform-issued promotional credit, refunds, and store credit — not customer cash. Real-money loading ("Add Money") is built but intentionally disabled pending the licensing analysis below.

Nothing in this draft should be read as a conclusion that any specific characterization, exemption, or license requirement applies; those are determinations only counsel can make on the current facts and current law in each state where AfricanComplex operates. The general legal frameworks cited below (FinCEN's money-transmitter definition, state money-transmitter licensing statutes, the CARD Act, and Indiana's Revised Unclaimed Property Act) are accurately cited as of this draft, but their application to this specific product is the open question this Agreement is designed to flag, not answer.

Attorney Review Checklist — Please Prioritize

The following six questions are the key open items on this document. They are restated here, unchanged in substance from the engineering/product team's original flags, so counsel's answers can be tracked against them directly.

1. Introduction and Scope

These Wallet Terms ("Wallet Terms") govern your use of the AfricanComplex Wallet (the "Wallet"), a feature of the AfricanComplex platform operated by AfricanComplex Holdings LLC, an Indiana limited liability company ("AfricanComplex," "we," "us," or "our"). These Wallet Terms supplement, and are incorporated into, the AfricanComplex Terms of Service. Capitalized terms not defined here have the meaning given in the Terms of Service. If there is a conflict between these Wallet Terms and the Terms of Service regarding the Wallet, these Wallet Terms control.

By activating or using the Wallet, you agree to these Wallet Terms. If you do not agree, do not use the Wallet.

2. Nature of the Wallet — Closed-Loop Platform Credit

The Wallet is a closed-loop feature that records a balance of credit usable only to pay participating merchants within the AfricanComplex marketplace. The Wallet is not a bank account, deposit account, money-market account, prepaid debit card, or general-purpose payment instrument.

• AfricanComplex Wallet credits are redeemable only with participating AfricanComplex merchants and are not redeemable for cash except where required by law.
• The Wallet does not pay interest, is not a deposit, and is not insured by the FDIC or any government agency.

Placeholder pending characterization

AfricanComplex is a technology platform, not a bank or — except as the licensing analysis in the checklist above may require — a money transmitter. This characterization is exactly the question posed in checklist item 1 and should not be treated as settled until counsel confirms it.

3. Wallet Balances

Your Wallet may contain one or more of the following balance types, each tracked separately in our ledger:

We may add, rename, or retire balance types. The ledger is the authoritative record of your balance.

4. Adding Funds ("Add Money") — Currently Disabled

The ability to load real money into the Wallet ("Add Money") is not currently available and will be enabled only if and when permitted following legal and regulatory review. If we enable Add Money, additional terms will apply, including:

• Funding only through a supported payment method (e.g., a card processed by our payment processor);
• Per-transaction and daily loading limits and fraud controls;
• Conversion of loaded funds into non-interest-bearing Wallet credit, redeemable as described in these Wallet Terms;
• Any disclosures, custody arrangements, or licenses required by applicable law.

This section is the primary licensing trigger

This is the section that turns on the money-transmission and stored-value questions in checklist items 1, 4, and 5. Do not enable Add Money in production until those items are resolved in writing by counsel.

5. Using Your Balance

You may apply your spendable balance (reward and store credit, and cash balance if enabled) toward eligible purchases:

• At online checkout, your available balance is applied as a discount before any external payment is charged. If your balance covers the full order, no external charge is created.
• In store, you may pay a participating merchant using a single-use, short-lived QR code generated in your account. You must approve every charge within the approval window; a merchant cannot pull funds from your Wallet without your approval.
• When multiple balance types are available, we apply them in an order we determine (generally store credit before reward credit), which we may change.

6. Refunds and Store Credit

Where a refund is due under the Terms of Service or applicable merchant policy, we or the merchant may issue it (a) to your original payment method or (b), at your election where offered, as store credit to your Wallet, which may carry a stated bonus (e.g., additional credit value) as an incentive. Store credit issued as a refund is subject to these Wallet Terms and is redeemable only as described above.

7. What the Wallet Does Not Do

The Wallet does not, and you may not use it to:

• Withdraw balance as cash, except where required by applicable law;
• Send, transfer, or gift balance to another user (no peer-to-peer transfers);
• Fund or receive cryptocurrency, securities, loans, credit, or interest;
• Operate as a general-purpose stored-value card usable outside the AfricanComplex marketplace.

8. Limits, Holds, Suspension, and Forfeiture

• We may impose and change limits on balances, loading, and spending, and may place holds on amounts we reasonably believe are associated with fraud, chargebacks, disputes, or violations of the Terms of Service.
• We may suspend or restrict your Wallet, reverse erroneously credited amounts, and, to the extent permitted by law, forfeit balances obtained through fraud, abuse, or violation of these terms or the Terms of Service.
• Reward and promotional credit may expire or be revoked as stated at the time of issuance, to the extent permitted by law.

Attorney note — checklist item 2

The CARD Act's gift-certificate rules (15 U.S.C. § 1693l-1; Regulation E, 12 C.F.R. § 1005.20) generally restrict expiration of a "gift certificate, gift card, or general-use prepaid card" to no sooner than five years after issuance, and restrict dormancy/inactivity fees absent qualifying conditions and disclosure. Confirm whether AfricanComplex's reward and store credit fall within that federal definition (or a state-law equivalent, many of which are broader or narrower than the federal floor) before any expiration policy is applied or enforced.

9. Chargebacks and Disputes

If you initiate a chargeback or payment dispute, we may hold, reverse, or offset affected Wallet amounts pending resolution. Wallet-related disputes are governed by the dispute-resolution and arbitration provisions of the Terms of Service.

10. Dormancy and Unclaimed Property

Unredeemed balances may be subject to state unclaimed-property (escheat) laws. We will handle inactive or unredeemed balances as required by applicable law.

Attorney note — checklist item 3

Indiana's Revised Unclaimed Property Act, Ind. Code § 32-34-1.5 (enacted 2021, replacing the prior Ind. Code § 32-34-1 framework for most property types), governs escheat obligations for Indiana holders. Under the Act's definitions (Ind. Code § 32-34-1.5-3), the term "property" subject to escheat expressly excludes a financial organization loyalty program, a loyalty card, a gift card, and an in-store credit for returned merchandise. On its face, this exclusion appears directly relevant to the Wallet's reward-credit and store-credit balance types described in Section 3, but counsel should confirm (a) that each balance type meets the statutory definitions used in the exclusion (for example, whether a stated redemption bonus or any cash-out feature affects a balance's status as a "gift card" under the Act), and (b) whether the exclusion would extend to a future "Cash balance" type if Add Money is enabled, since that balance originates from customer-loaded funds rather than a loyalty award or return credit. Other states' unclaimed-property statutes have differently scoped exemptions and must be analyzed separately if AfricanComplex expands.

11. Changes; Termination

We may modify, suspend, or discontinue the Wallet, in whole or in part, and may amend these Wallet Terms, with notice as required by law. Upon termination of your account, any remaining spendable balance will be handled in accordance with these Wallet Terms and applicable law.

12. No Banking Relationship; Disclaimers

The Wallet does not create a banking, deposit, fiduciary, custodial, or money-transmission relationship between you and AfricanComplex except as expressly required by applicable law. To the maximum extent permitted by law, the Wallet is provided "as is," and our aggregate liability relating to the Wallet is limited as set out in the Terms of Service.

13. Contact

AfricanComplex Holdings LLC 5702 Walkabout Way, Brownsburg, IN 46112 [email protected] · 317-389-1333

14. Cross-References

This document should be read together with the AfricanComplex Terms of Service, Privacy Policy, and Merchant Agreement, and with the engineering/compliance context prepared for counsel: the Wallet Compliance & Architecture Spec (V1) and the wallet execution-lock specification, both of which describe the current, live-in-production state of the Wallet feature referenced throughout this document.