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Shoozie LLC – Terms of Service

Effective Date: 9/2025

These Terms of Service (the “Agreement”) govern your access to and use of the services made available by Shoozie LLC (“Shoozie,” “we,” “us,” or “our”). This Agreement applies to all eligible business or institutional clients (“Client,” “you,” or “your”) that access or use Shoozie’s platform, products, or services.

By accessing or using Shoozie’s services, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety. If you do not agree, you must not access or use Shoozie’s services.

1. Company Status & Scope of Services

Shoozie LLC is a Pennsylvania limited liability company with its principal place of business in the United States. Shoozie LLC is registered with the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) as a Money Services Business (MSB).

FinCEN registration does not imply licensing, endorsement, or approval by any government authority.

Shoozie is not a bank, does not hold customer funds, and does not provide banking services. Banking, payment, and settlement services are provided by regulated third-party financial institutions. Shoozie operates as a technology platform that facilitates onboarding, workflow coordination, and access to these third-party providers.

2. Eligibility

Shoozie’s services are available exclusively to eligible businesses and institutions. Retail or consumer use is not permitted.

Access to Shoozie’s services is subject to:

  • Successful completion of Know Your Business (KYB) onboarding
  • Beneficial ownership review
  • Risk-based compliance assessment
  • Approval by Shoozie and, where applicable, its third-party financial institution partners

Shoozie reserves the right to deny, suspend, or revoke access at any time in its sole discretion.

3. Services Overview

Shoozie currently offers access to the following services, subject to eligibility and approval:

3.1 OTC Desk

  • Shoozie facilitates access to an over-the-counter (OTC) execution service for eligible business and institutional clients.
  • OTC transactions are executed on a principal-to-principal basis.
  • Transactions are bilateral and customized.
  • Shoozie does not act as an agent, broker, intermediary, advisor, or fiduciary.
  • Pricing is provided at execution and may vary based on market conditions.

3.2 International Payments

  • Shoozie facilitates access to cross-border business payment services provided by regulated third-party financial institutions.
  • Funds are held by third-party providers.
  • Payments are executed by third-party financial institutions.
  • Availability varies by jurisdiction, provider, and regulatory requirements.

4. Modifications to This Agreement

Shoozie reserves the right to modify this Agreement at any time. Updates will be posted on Shoozie’s website, and continued use of the services constitutes acceptance of the revised terms. If you do not agree to any modification, you must immediately cease using Shoozie’s services.

5. Compliance Obligations

You are solely responsible for complying with all applicable laws, regulations, and reporting obligations related to your use of Shoozie’s services, including tax obligations.

Shoozie may:

  • Conduct ongoing monitoring and periodic reviews
  • Cooperate with law enforcement or regulatory authorities
  • Disclose information as required or permitted by law

Third-party providers may impose additional compliance or onboarding requirements.

6. No Representations or Warranties

Shoozie’s services are provided on an “AS IS” and “AS AVAILABLE” basis.

Shoozie makes no representations or warranties, express or implied, including but not limited to:

  • Merchantability
  • Fitness for a particular purpose
  • Accuracy, reliability, or completeness of information
  • Availability, continuity, or error-free operation

Use of Shoozie’s services is at your sole risk.

7. Assumption of Risk

You acknowledge that OTC execution and cross-border payments involve inherent financial, operational, market, liquidity, and settlement risks.

You represent that you are financially sophisticated and capable of evaluating and assuming these risks. Shoozie does not guarantee profitability or protection from loss.

8. Limitation of Liability

To the fullest extent permitted by law, Shoozie shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or related to your use of the services.

Shoozie shall not be liable for:

  • Market fluctuations
  • Delays or failures caused by third-party providers
  • Losses arising from jurisdictional restrictions or regulatory changes

9. Indemnification

You agree to indemnify and hold harmless Shoozie, its affiliates, officers, members, employees, and agents from any claims, losses, liabilities, or expenses arising from:

  • Your use of the services
  • Your violation of this Agreement
  • Your violation of applicable law

10. No Investment, Legal, or Tax Advice

All information provided by Shoozie is for informational purposes only and does not constitute investment, legal, tax, or accounting advice. You are solely responsible for obtaining independent professional advice.

11. Prohibited Activities

You agree not to use Shoozie’s services to:

  • Violate applicable laws or regulations
  • Evade sanctions or regulatory requirements
  • Misrepresent information during onboarding
  • Interfere with platform security or operations

Shoozie reserves the right to investigate and take appropriate action.

12. Intellectual Property

All intellectual property related to Shoozie’s platform and services is owned by Shoozie LLC and protected by applicable law.

13. Dispute Resolution & Arbitration

Any dispute arising out of or related to this Agreement or Shoozie’s services shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in Pennsylvania, unless otherwise required by law.

You waive the right to participate in any class or representative action.

14. Governing Law

This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-laws principles.

15. Entire Agreement

This Agreement constitutes the entire agreement between you and Shoozie regarding the subject matter herein and supersedes all prior agreements or understandings.

Contact

Compliance inquiries: compliance@shoozie.io