Terms of Service

AstraP2C Platform

Effective Date: August 14, 2026

Replaces version dated December 11, 2025

Entity: SeleneP2C LLC, a Wyoming limited liability company, doing business as AstraP2C ("Astra P2C," "Astra," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of the Astra P2C platform and services (the "Services"). By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services. If you are enrolling as an employee participant, these Terms apply together with the Employee Enrollment, Payroll Deduction Authorization, and Consent (the "Enrollment Consent") you sign; if there is a conflict, the Enrollment Consent controls for the matters it covers.

1. What the Services Are

Astra provides a payroll-integrated platform that lets eligible employees of participating employers direct a portion of their post-tax pay toward automated Bitcoin purchases. Through the Services, you accumulate cbBTC, a token issued by Coinbase that represents a contractual claim on Bitcoin held in Coinbase's reserves and that is redeemable for, or convertible to, native Bitcoin through Coinbase. Your assets are held in a wallet that you control, provisioned through Coinbase's wallet infrastructure on the Base network. Astra is a software and administrative services provider. Astra is not a bank, custodian, trust company, money transmitter, broker-dealer, investment adviser, or tax advisor, and Astra does not hold your private keys or your assets. Custody infrastructure, identity verification, and transaction execution are provided by Coinbase under your separate agreement with Coinbase.

2. Eligibility

To use the Services you must: (a) be at least 18 years old; (b) be a W-2 employee of an employer that has an active agreement with Astra; (c) work and reside in the United States, in a state where the Services are available; and (d) complete any identity verification required by Coinbase when you access Coinbase services (for example, before you sell or withdraw). The Services are not available to employees who work or reside in excluded jurisdictions listed in the platform, which currently include the State of New York, because required Coinbase wrapped-asset services are not available to New York customers. If you relocate to an excluded jurisdiction, your future contributions will be paused; assets already in your wallet are unaffected and remain accessible to you through Coinbase.

3. Your Account and Obligations

  • Provide accurate, current information at enrollment and keep your work state, residence, and email up to date in the platform.
  • Keep your credentials confidential; you are responsible for activity under your account, and you will notify us promptly of suspected unauthorized access.
  • Use the Services only for lawful purposes and in compliance with these Terms and applicable law.
  • Understand that Bitcoin purchases are not reversible once executed, and that you are responsible for your own decisions and for your tax reporting.

4. Purchases, Wallets, and Custody

Purchases. Contribution amounts you elect are deducted from your post-tax pay by your employer and, after applicable fees, are used to purchase cbBTC, which is delivered to your wallet. Purchases execute promptly after cleared funds are received, typically the same business day, but not at a guaranteed time or price; the amount you receive depends on the market price at execution, and you bear the risk of price movement between deduction and execution.

Custody. Your assets are held in a wallet you control, secured by Coinbase's key infrastructure. Astra has no signing authority over your wallet and cannot move, sell, or withdraw your assets. You may hold, withdraw to a personal wallet, or convert and sell through Coinbase at any time, subject to Coinbase's terms, eligibility rules, and geographic restrictions, and any applicable Coinbase fees. Converting cbBTC to native Bitcoin or selling requires a Coinbase account and completion of Coinbase's identity verification. If Astra or your employer ceased operations, your assets would be unaffected and would remain accessible through Coinbase.

Fees. Unless your employer pays them, a monthly fee and a per-purchase fee are deducted from your contribution before Bitcoin is purchased. Current fee amounts, and the rules for months when your first contribution is less than the monthly fee, are disclosed in the platform before you enroll and whenever they change.

5. Employer Contributions

If your employer offers a Bitcoin contribution or match, it is ordinary compensation, reported on your Form W-2, purchased and delivered to your wallet on the same terms as your own contributions. Employer contributions vest immediately: they are yours upon delivery, with no vesting schedule, lockup, or forfeiture, and you control them from the moment they reach your wallet. Your employer decides whether to offer, modify, or discontinue a contribution program prospectively; any change does not affect assets already delivered to your wallet. The benefit is a voluntary payroll benefit; it is not a retirement plan, is not an employee benefit plan governed by ERISA, and is not sponsored, insured, or guaranteed by your employer or Astra.

6. Risk Disclosures

  • Market risk. Bitcoin and cbBTC are highly volatile and can lose value, including all amounts you contribute. There is no guaranteed return, and past performance does not predict future results.
  • cbBTC counterparty risk. cbBTC and Bitcoin are not the same asset. cbBTC is a contractual claim on Bitcoin in Coinbase's reserves and carries credit and counterparty exposure to Coinbase; if Coinbase failed to maintain its backing or redemption, cbBTC could lose its peg or become unavailable.
  • Tax uncertainty. The IRS has not issued definitive guidance on wrapped tokens; future guidance could treat converting or redeeming cbBTC into Bitcoin as a taxable event. Selling or disposing of your assets may create taxable gain or loss. You are responsible for your taxes and should consult your own tax advisor.
  • Technology risk. Blockchain networks (including Base), Coinbase, banks, and payment providers can experience congestion, outages, or failures that delay transactions or access.
  • Regulatory risk. Laws applicable to digital assets are evolving and could affect the Services or asset availability in your state.
  • No insurance. Your assets are not bank deposits and are not insured by the FDIC, SIPC, or any government agency.

Contribute only amounts whose loss you can afford.

7. No Advice; No Fiduciary

Nothing in the Services, including price displays, market data, calculators, or educational content, is investment, financial, tax, accounting, or legal advice, or a recommendation to buy, sell, or hold any asset. Neither Astra nor your employer is your investment adviser, broker, or fiduciary. Astra acts solely as a software and administrative services provider, and your employer acts solely as a payroll administrator for your voluntary elections.

8. Electronic Records and Signatures

You consent to receive disclosures and records electronically and to sign and make elections electronically, as described in the Enrollment Consent, which also explains how to request paper copies and how to withdraw electronic consent.

9. Intellectual Property

The platform, software, interfaces, educational materials, and all related content are the exclusive property of SeleneP2C LLC or its licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable right to use the platform for your personal participation in the benefit. You may not copy, modify, distribute, reverse engineer, or create derivative works from the platform, or use it to build a competing product. Feedback you provide may be used by Astra without restriction.

10. Suspension and Termination

You may stop participating at any time through the platform or by notifying your employer's payroll administrator, per the Enrollment Consent. Upon termination of your participation or your employment: future payroll deductions stop; your assets remain in your wallet, owned and controlled by you, accessible directly through Coinbase; and your transaction and cost-basis records remain exportable per the Enrollment Consent. We may suspend or terminate your access to the platform if you breach these Terms, if required by law, our banking partner, or Coinbase, or to prevent fraud or a security incident; suspension of platform access does not affect your wallet or your assets.

11. Disclaimers

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT ANY INVESTMENT RESULT OR THE VALUE, AVAILABILITY, LIQUIDITY, OR PERFORMANCE OF BITCOIN OR cbBTC.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (a) WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (b) WE ARE NOT LIABLE FOR LOSSES ARISING FROM CRYPTOCURRENCY PRICE VOLATILITY, BITCOIN FORKS, BLOCKCHAIN OR BASE NETWORK CONGESTION OR OUTAGES, COINBASE OUTAGES OR SERVICE CHANGES, BANK OR PAYMENT-PROVIDER FAILURES, INTERNET FAILURES, SMART CONTRACT FAILURES OUTSIDE OUR CONTROL, YOUR EMPLOYER'S PAYROLL PRACTICES, OR YOUR OWN DECISIONS TO CONTRIBUTE, HOLD, WITHDRAW, OR SELL; AND (c) OUR TOTAL LIABILITY WILL NOT EXCEED THE FEES YOU PAID TO ASTRA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO OUR FRAUD OR WILLFUL MISCONDUCT OR TO LIABILITY THAT CANNOT BE LIMITED BY LAW. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

13. Indemnification

You will indemnify and hold harmless Astra and its members, managers, officers, and personnel from claims and costs (including reasonable attorneys' fees) arising from your violation of these Terms or applicable law, or your misuse of the Services. This section does not require you to indemnify Astra for Astra's own breach, negligence, or misconduct.

14. Dispute Resolution; Arbitration; Class Action Waiver

Please read this section carefully; it affects your rights. Any dispute arising out of or relating to these Terms or the Services that cannot be resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. The arbitration will be held in the county where you reside or by videoconference, at your election. Either party may instead bring an individual claim in small claims court. YOU AND ASTRA EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING. You may opt out of this arbitration agreement by emailing support@astrap2c.com within thirty (30) days of first accepting these Terms; opting out does not affect any other provision. This section does not limit your right to file complaints with government agencies, including your state labor department.

15. Governing Law

These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs Section 14.

16. Changes to the Services and These Terms

We may update the Services and these Terms from time to time. For material changes, we will provide advance notice through the platform or by email, and the updated Terms will apply no earlier than thirty (30) days after notice, except changes required by law or addressing security, which may take effect sooner. Your continued use after the effective date constitutes acceptance. If you do not agree, stop your contributions and discontinue use; your assets remain yours.

17. Contact

SeleneP2C LLC d/b/a AstraP2C, Rochester, NY.

Email: support@astrap2c.com

For payroll deduction questions, contact your employer's payroll administrator.

Document Classification: Public

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