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User Registration Agreement

TRANVIA TECH INC.Version v1.0Last Updated: September 1, 2026

These Terms of Use, including the Schedules, govern your use of the Services provided by us. Please read these Terms of Use carefully as they constitute the legal relationship between you and us. In addition to the Terms of Use, the following Additional Documents also apply to your use of the Platform and Services and should be read together with these Terms of Use:

Privacy Policy

Cookie Policy

These Terms of Use and the Additional Documents may be supplemented or amended from time to time, and we will notify you in advance in accordance with Applicable Law and the Terms of Use. You can always see the most current version of these documents on our website (“Website” or “Platform”). You are also advised to print or download and keep a copy of the Terms of Use for future reference.

BY REGISTERING TO USE ANY OF OUR SERVICES THROUGH OUR WEBSITE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE (AS MAY BE SUPPLEMENTED OR AMENDED FROM TIME TO TIME), WHICH ARE MADE AVAILABLE TO YOU ONLINE VIA OUR WEBSITE. BY CLICKING THE BUTTON “SIGN UP” OR SIMILAR BUTTON, REGISTERING, ACCESSING OR USING THE SERVICES (COLLECTIVELY, “INDICATED CONSENT”), YOU ENTER INTO A LEGALLY BINDING AGREEMENT WITH THE COMPANY AND YOU AGREE TO ACCEPT THESE TERMS OF USE. PLEASE DO NOT USE ANY OF OUR SERVICES IF YOU DO NOT ACCEPT THESE TERMS OF USE (OR ANY SUPPLEMENTS OR AMENDMENTS TO THESE TERMS OF USE).

Article 1 OVERVIEW

1.1 About us

The Service is rendered by TRANVIA TECH INC. (corporation number: BC1599097), having its registered office at 200A-4185 Still Creek Drive, Burnaby, British Columbia, Canada, V5C 6G9, a corporation incorporated under the laws of the Province of British Columbia, Canada and registered with the Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC") as a money services business ("MSB") (MSB registration number: N300000120) for anti-money laundering and counter-terrorist financing compliance (hereinafter referred to as the “Company” or “We” or “Us”). We may provide you the Services directly or through one of our Service Providers.

1.2 The Services

In order to use any of the Services, you will need to first create a user account (“Customer Account”) and be accepted by us as a customer in accordance with these Terms of Use. We may refuse an application to create a Customer Account in our absolute discretion. Once you are accepted by us as a customer and have created a Customer Account, you may access the following Services by logging onto the Platform using your Customer Account after you completing the KYC certification and security setup process required by us:

a) Platform Service – view and manage your activity via the Platform, such as access report on balances and transactions on your Account;

You acknowledge and agree that it is your responsibility to ensure that the correct recipient account number for any funds is entered when the relevant instruction is given. Where a transfer is made to an incorrect account due to an error in the information provided by you, the resulting loss shall be borne by you, and we shall not bear any responsibility or liability. Where an incorrect account is used due to an error on our part in processing an instruction that you provided correctly, we shall bear the corresponding liability for the resulting direct loss. You further acknowledge that the transfer of any fiat currency other than a supported currency to your nominated bank account may result in the irreversible loss of such funds.

If due to system or human errors or other reasons causing we overpay you (e.g. the amount of fiat currencies you receive actually is greater than the funds you should receive), we are entitled to immediately take measures to recover the overpayment. If you become aware of any overpayment, you shall immediately inform us, and unconditionally return the overpayment amount. You authorise us to set off and deduct from any funds we hold for you against the overpayment paid to you, unless you return the entire overpayment amount to us within two (2) days after receive our repayment notice to you. You agree that such action by us is reasonable, which shall not be seen as our failure to perform our obligations to pay you the fiat currencies due to you.

b) Settlement Service (for Merchants) – We provide fund settlement services to you. The Settlement Service includes aggregating your eligible transaction funds , calculating the net settlement amount after deducting applicable fees, and remitting the net settlement amount to your designated settlement account in accordance with the agreed settlement cycle.

c) Others – other Services which we may make available from time to time.

In connection with the provision of the Services, you shall provide us with all necessary information or materials for the purposes of rendering the Services.

In order to provide the Services, we may cooperate with third-party Service Providers. You explicitly acknowledge and agree that:

a) to facilitate the provision of the Services, we reserve the right, at our discretion and from time to time, to engage the services of third-party Service Providers;

b) if appropriate third-party Service Providers are not available on commercially reasonable terms, we may be unable to offer the Services as described in these Terms of Use; and

c) any transactions or operations conducted under these Terms of Use may involve disclosure to these third-party Service Providers and/or receipt, use, holding, and processing by them of relevant data, instructions, and funds. We shall not assume any responsibility for the acts, omissions, unavailability, or any losses incurred in relation to the utilization of such third-party Service Providers.

d) where any delay in the provision of the Services is caused by our cooperation partners, service providers or banks, the handling of such delay (including any adjustment to settlement cycles, re-execution or refund arrangements) shall be determined by the Parties through good-faith negotiation.

The Services may contain or in some cases, integrate with certain third-party services. When you click on a link to or access or use a third-party service, we will not warn you that you have left our Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such third-party services are not under the control of the Company. We are not responsible for any third-party services. We provide these third-party services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to third-party services, or any product or service provided in connection therewith. You use all links in third-party services at your own risk. When you leave our Services, these Terms of Use and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any third-party services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

1.3 Your relationship with us

You expressly acknowledge and agree that the relationship between you and us do not create any fiduciary or equitable obligations on the part of us towards you. We are not a broker, financial institution, intermediary or your trustee, and are in no way your agent or advisor. We act as a service provider to you under these Terms of Use. We have no fiduciary relationship or obligation to you regarding any decisions or activities that you effect in connection with your use of the Services. Our obligation under these Terms of Use is limited to providing you with the Services.

You hereby make the following representations and warranties to us:

a)You hereto represent and warrant that (i) you are duly organised, validly existing, and in good standing under the laws of the jurisdiction of you; (ii) the Authorised Users on behalf of you has been duly authorised by you to do so; (iii) you have the power to execute these Terms of Use and to perform your obligations hereunder; (iv) you have taken all necessary action to authorise such execution, delivery and performance; and (v) these Terms of Use constitutes a legal, valid, and binding obligation enforceable against you in accordance with its terms;

b)You represent and warrant that you are not insolvent and are not subject to any bankruptcy or insolvency proceedings under any applicable laws;

c)You represent and warrant there are no proceedings pending or, to your knowledge, threatened, which could reasonably be anticipated to have any adverse effect on these Terms of Use or the accuracy of the representations and warranties hereunder or thereunder;

d)You represent and warrant that you are in compliance with applicable laws and regulations, and have all necessary governmental and other consents, approvals and licences to perform your obligations hereunder;

e) You represent and warrant that the information provided by you to us in respect of these Terms of Use and your use of the Services is true and complete in all respects, except to the extent that you provide notice of any change to us;

f) You represent and warrant that you are the lawful owner of the funds deposited by you into your Customer Account and have good title thereto, and your Customer Account is owned and operated solely for your benefit, and no other person has any right, title or interest in any funds deposited in your Customer Account, and you are entering into these Terms of Use as principal and not as a nominee or agent for any other person;

g) You represent and warrant that you understand the nature and terms of the Services and other terms contemplated under these Terms of Use and are capable of assuming, and do assume, all risks associated with these Terms of Use and usage of the Services;

h) You represent and warrant that you are solely responsible for any decision to use the Services, including the evaluation of any and all risks related to usage of the Services, and have consulted with relevant advisors and made your own determination as to the tax, accounting and financial implications of any usage of the Services and that entering into these Terms of Use and using the Services is appropriate, suitable and proper for you based on your own judgment;

i) You represent and warrant that you are solely responsible for communicating accurate instructions and requests in respect of the Services, and shall provide all information we may request concerning you and/or your use of the Services. You acknowledge that all such information may be reported to any applicable regulatory authority if so requested;

j) You represent and warrant that you have not relied on any statement or other representation by us (other than as expressly set forth in these Terms of Use), nor relied on us for any tax, accounting or financial advice concerning these Terms of Use;

k) the source of your funds is legitimate and the funds are not directly or indirectly derived from any criminal, illegal or fraudulent activities; and

l) you will not use the Services to hold or trade in funds which you know or have reasonable grounds to suspect to be proceeds of any illicit activity, or to be in violation of anti-money laundering sanctions or any other applicable laws.

You acknowledge and agree that we may refuse to provide Services to you or cancel your access to the Customer Account or any Services if we reasonably determine that you are not eligible to use our Services.

1.4 Restrictions

We may place interim or permanent restrictions on your use of all or any part of the Services depending on certain Applicable Law, your country of residence, identity verification checks and other factors used by us to determine such restrictions from time to time at our sole discretion. The Company strictly prohibits using the Services while impersonating any entity or falsely claiming an affiliation with any entity.

You acknowledge that you and your use of the Services shall be subject to Applicable Law.Due to regulatory restrictions, the Services are not offered in certain jurisdictions where it is unlawful or requires licensing and/or authorization (“Prohibited Jurisdictions”). We may adjust the scope of Prohibited Jurisdictions from time to time by adding or removing jurisdictions, at our sole discretion. None of us, our Affiliates, and none of our or our Affiliates’ officers, directors, agents, representatives or employees shall be liable for any damage, claim or loss incurred by you in connection with or arising from our refusal to provide the Services to the you. You undertake that a) you are not a resident of the Prohibited Jurisdictions or any other jurisdiction where it may be unlawful to access or use the Services, b) if you are subject to prohibitions or restrictions under any Applicable Law from accessing or using the Services in any form, you must not access or use any of the Services utilizing any virtual private network, proxy service, or any other third party service, network, or product with the effect of disguising your IP address or location.

You agree that in connection with your use of the Services, you will not:

  • commit any breach of these Terms of Use or any other agreements that apply to you, including any agreement you may have with any other person;
  • violate any Applicable Law;
  • engage in unlawful or fraudulent businesses or activities;
  • infringe or misappropriate the intellectual property rights or rights of publicity or privacy of the Company or any third party;
  • disrupt the operation of the Website or impede the usage of the Services by other clients through technical or any other methods;
  • use any automated methods or interfaces not provided by the Company to access the Website or extract data from the Website without obtaining prior written consent from the Company;
  • try to bypass any content filtering techniques implemented by the Company, or attempt to access any areas of the Website that you are not authorized to access;
  • create any third-party applications that interact with or disrupt the functioning of Website without obtaining the prior written consent of the Company;
  • use or attempt to use the accounts belonging to other clients of the Company without obtaining their explicit authorization;
  • grant, lend, lease, transfer, dispose, or provide access to your Account to any other individuals or entities without prior written consent from the Company;
  • engage in any activities that could harm or defame the goodwill or reputation of the Company;
  • encourage or induce any third party to engage in any of the activities prohibited under these Terms of Use;
  • provide false, inaccurate or misleading information;
  • refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us; or
  • send or receive funds that we reasonably believe are potentially involved in money laundering, terrorist financing, fraud, or other illegal activities.

If we reasonably believe that you may have engaged in any of the above restricted uses, we may, in our sole discretion and without limitation to other rights we may have under this Agreement or Applicable Law, suspend, or terminate your Account or refuse to provide you with any Services in the future. You shall further indemnify us and our Affiliates for all our respective losses in connection therewith.

1.5 Eligibility

Only an entity engaging in commercial activity may apply to use the Services. Unless we agree otherwise, you can only have one Account. You may not link more than one email under the same Account, otherwise, you shall be fully responsible for all the losses caused. If we discover that you have more than one Customer Account without our explicit agreement, we may, at our discretion, merge or close any duplicate accounts, or terminate our Services to you. You confirm you are acting on your own account, not on behalf of any other entity. We will deem any use of the Customer Account and associated accounts, including binding a bank account, to have been carried out by you as the principal.

1.6 Customer Account

To start using our Services, you must first register with us and complete our Know Your Customer (“KYC”) and security setup (2FA Authentication) process online via the Platform.After you complete the KYC certification to our satisfaction and Security Setup,you can use the services we provide through the Customer Account.Depending on the types of entity you register for, you may be asked to provide additional information or documents or to accept additional or supplementary terms and conditions covering such Services. If there are any changes in your business activities, ownership and management structure, contact information or other information relating to your Customer Account, you must update any such change in a timely manner via the Platform.

You are solely responsible for ensuring that the information recorded on your Customer Account is complete, accurate and up to date. We may ask you to confirm and/or provide evidence or proof (including certified or notarized copies) as to the accuracy of your information. You agree to comply promptly with all requests for information that we make for the purpose of meeting our operational and legal requirements to carry out KYC in relation to you (including providing personal information about your directors and beneficial owners). You warrant that any information so supplied shall be authentic, accurate and lawfully disclosed to us. You acknowledge that we may make such enquiries with you or third parties as we consider appropriate to assess your creditworthiness, to protect against fraud and misuse of the system and to fulfil our statutory and regulatory obligations and you authorised us to make such enquiries. If false or inaccurate information is provided, or if we suspect any suspicious activity or unlawful activity such as fraud or if fraud is identified, this will be recorded and we may lodge relevant reports to the law enforcement agencies such as the police, any regulatory authority including fraud prevention agencies or take other action where necessary. Law enforcement agencies or other relevant authorities may access and use any information you have provided to us.Under the aforementioned circumstances, we also have the right to immediately cancel the transaction and return the received funds in the original way; If any loss is caused to us, you also need to bear the liability for compensation.

To complete your Customer Account and start using our Services, you will be asked to link at least one bank account (“your bank account”) to your Customer Account. Your bank account will be used to receive fiat currency funds from us and must be part of the SWIFT network. You can change your bank account, any such change will take effect only after we agree the change and successfully verify your update request. We will not be liable for any delays in receipt of funds or errors in the bank account caused by third parties, including but not limited to delays or errors by the Service Provider or your bank.

Article 2 SECURITY

2.1 Security

It is your responsibility to ensure that the Platform, the Services (including the Account) is only accessed by you or your Authorised Users and that you and your Authorised Users shall keep your login details, access methods, security measures, passwords, account credentials, equipment used to access the Services and all other security features associated with your access to the Services safe and secure. Such measures may include deleting any communication which sets out login details or security measures and not keeping any written record of the login details or security measures.

2.2 Notification of breach

If you have any knowledge or any suspicion that your Customer Account may be compromised or any of the security features associated with your access to the Website have been stolen, misappropriated, improperly disclosed to a third party or used without authorization, you must contact Customer Support immediately. Any undue delay in notifying us may affect the security of your Customer Account, or access to the Platform.We will not be responsible for any losses in such circumstances.

2.3 Suspension – security breach

We may suspend your access to the Account, your use or the Services or otherwise restrict their functionality, in our sole discretion, on grounds relating to the security of your Account or any of its security features or if we suspect that an unauthorized or fraudulent use of your Account or the Services has occurred or that any applicable security features have been compromised. We will lift the suspension and/or the restriction as soon as practicable after the circumstances for the suspension and/or restriction have ceased to exist.

2.4 Customer Support

You may report incidents requiring our help by contacting Customer Support by sending an email to support@. We will use all reasonable endeavour to resolve any incidents or problems relating to the Services as soon as is reasonably possible. We will have no obligation under these Terms of Use to provide support services in respect of any fault or error caused by a) the improper use of the Platform; or b) use of the Platform otherwise than in accordance with these Terms of Use.

Article 3 FEES AND TAXES

3.1 Fees

The Services may be subject to service, currency exchange and other fees. All price and fees are set forth in the Platform unless they have been separately advised and agreed with you (the “Fees"). We may adjust the Fees, or introduce new Fees upon prior notice to you to the extent and in the manner permitted by Applicable Law. You agree to pay all Fees and your continued use of the Services indicates your continued acceptance of the Fees. If you are unclear as to any applicable Fee, you should contact our Customer Support. The Fees are incorporated herein by reference and form part of these Terms of Use. The Fees may be fixed or floating, and are determined according to the specific channel and product through which the relevant Service is provided.

3.2 Payment of Fees

Unless otherwise specified for a particular Service, Fees for a Transaction will be charged when the Transaction is executed. The Fees will be deducted from the balance of your Account. If the balance in your Account is insufficient to cover the Transaction Fees, we may refuse to execute the service. All other Fees (e.g. recurring inactivity fee) will be debited from your Account. You authorize the Company to directly debit from your Account or from your payment amount our Fees.

3.3 Taxes

You are solely responsible for any Taxes imposed by any tax authorities arising from the use of the Services. All Fees are stated exclusive of all Taxes and similar fiscal charges now in force or enacted in the future, all of which you will be responsible for and must pay in full.

3.4 Allocation of Costs. Unless otherwise expressly agreed by us in writing, all fees and costs arising from or in connection with any Transaction or the Services (including network fees, channel fees, intermediary bank charges and any third-party service charges) shall be borne by you.

3.5 Irreversibility of Transactions and Refunds. Once a Transaction has been completed, it cannot be cancelled, revoked or reversed by us. Where a refund is available under these Terms of Use or as otherwise agreed by us, such refund shall be the sole remedy available to you. Where any refund involves a currency conversion, the applicable exchange rate shall be determined by agreement between the Parties; failing such agreement, we shall apply a reasonable exchange rate prevailing at the time of the refund.

Article 4 DATA PROTECTION

4.1 Privacy Protection

By asking us to provide you with the Services, you will be providing us with identify information which includes Personal Data such as name, passport or identity card number, residence address of shareholders and directors. You acknowledge that we may process such Personal Data in connection with these Terms of Use or the Services. We will process and sometimes update these personal data according to our Privacy Policy. We will collect, use, disclose, and manage the Personal Data and Transaction information and records provided to a) conduct KYC and other checks as part of our process of accepting you as our customer; b)comply with any requirements under Applicable Law,or if applicable, requirements of our Service Providers to which we are subject from time to time; c) determine how best to provide the Services and our risks in doing so; d) prevent money laundering, terrorism financing, fraud or financial crime; and e) send you notifications in the Platform or by email that will inform you about new product features and promotions. By accepting these Terms of Use, you also agree to the terms of our Privacy Policy. You should print and keep a copy of the Privacy Policy together with these Terms of Use. We will use Personal Data provided only for the purposes of exercising our rights and performing our obligations under these Terms of Use and in accordance with our Privacy Policy. Any Personal data disclosed by you to us has been or will be processed in accordance with all applicable data protection and privacy laws.

If you give us Personal Data about someone else, including your Authorised Users, your director and ultimate beneficial owner(s), your customers, employees and contractors, payers and payees, you undertake that we may rely on you to obtain such other persons' consent for disclosing their Personal Data to us which we will use in accordance with the terms of these Terms of Use. In particular, you acknowledge that we may send Personal Data and Transaction details (such as account details, etc) in relation to your payee bank, regulatory authorities or Service Provider involved in the Transaction to comply with requirements under Applicable Law and any other legal, regulatory or contractual obligations binding on us.

We, in our sole discretion, may amend the Privacy Policy by an update on the Privacy Policy page of the Website. You may review the Privacy Policy at any time by clicking on the Privacy Policy on the Website. You should provide an updated copy of the Privacy Policy to any individual whose personal data you have provided to us, or redirect them to the webpage containing the updated Privacy Policy.

4.3 Data Protection and Retention

We will take commercially reasonable endeavor to ensure that the Personal Data and Transaction details disclosed to us is protected against misuse and loss, or unauthorized access, modification or disclosure. You acknowledge that we may retain Personal Data disclosed to us and your records of Transactions for at least five (5) years after termination of your Account or such other period of time as may be required in accordance with Applicable Law and internal compliance requirements. For the avoidance of doubt, the foregoing includes the record-keeping requirements under the PCMLTFA.

4.4 Third Party Verification

We are required by Applicable Law to conduct KYC/CDD on all our customers in connection with our customers’ use of the Services. As part of the KYC/CDD process, we may make, directly or using a third party, any inquiries we believe are necessary to verify information you provide to us, including checking commercial databases or credit reports. We may keep records of such KYC/CDD checks in accordance with Applicable Law.

Article 5 LIABILITY, INDEMNITY AND DISCLAIMERS

5.1 Liabilities

Nothing in this Agreement excludes or limits either Party’s liability where it would be unlawful to do so. This includes a Party’s liability for: a) death or personal injury resulting from its negligence; b) fraud or fraudulent misrepresentation; or c) all sums properly due and payment under this Agreement.

5.2 Direct Losses

Direct Losses will be recoverable under this Agreement.To the fullest extent permitted by law, neither Party will be liable for any indirect or consequential losses.

5.3 Exclusions

Notwithstanding anything contained in these Terms of Use, we shall not be liable for:

  • any disruption or impairment of our Services or for disruptions or impairments of services of our Service Providers on which we rely for the performance of our obligations, provided that such disruption or impairment is due to abnormal and unforeseeable circumstances beyond our reasonable control or the control of the Services Providers affected;
  • any system suspension which we have announced in advance;
  • any losses arising from our compliance with requirements under Applicable Law;
  • any disputes between you and your bank;
  • unknown inherent technical defects;
  • regulatory or legislative changes;
  • currency fluctuations;
  • any unauthorized access to or use of your Customer Account;
  • the general risks of entering into any transaction or using the Services;
  • us acting or relying on, or refusing to act on, any instruction given by you, whether or not such instruction was given following any recommendation, advice or opinion given by us;
  • any inability or delay in acting or any failure to receive or execute any instruction given by you to us, even if we have been advised of the possibility of such loss;
  • the provision or unavailability of any fiat currencies, the Customer Account or the Service;
  • investing or holding assets in a particular jurisdiction (including losses arising from nationalization, expropriation or other governmental action, financial services regulations, currency restrictions, devaluations or fluctuations, and market conditions affecting the orderly execution of transactions or affecting the value of assets);
  • the collection, deposit or credit of invalid, fraudulent or forged fiat currency transfers;
  • the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy or a delay or error in making payments or deliveries under these Terms of Use;
  • any information that we provide on market trends or otherwise, even if such information is provided at your request;
  • any act or omission of third-party Service Providers;
  • any error, omission or invalidity in your instructions; and
  • any problems in relation to any transaction and/or failure of a transaction, including any error, omission, interruption, deletion, defect, delay in operation or transmission or any other factor.

5.4 Aggregate Liability

Our total aggregate liability to you for all claims arising out of or in connection with this Agreement will not exceed the total amount of Fees received by us during the one (1) year period preceding the date of the first event giving rise to a claim upon which liability is based.

5.5 Your indemnity

You will indemnify us and our Affiliates and all persons who work for us or who are authorised to act on our behalf from any claim on demand against all Direct Losses made or incurred due to or arising out of: a) your breach of these Terms of Use (including any supplements to these Terms of Use) and Additional Documents, failure to comply with Applicable Law or or the rights of a third party; b) your use or misuse of our Services; c) a third party alleging that our use of the Personal Data provided by you infringes any of such third party’s rights; d) any of your Transactions, including us acting on any of your instructions which we reasonably believe to have been made by you or your Authorised User; e) any dispute between you and your bank; or f) the closure or cancellation of all or any part of a Transaction before its execution date, including if we have to do so due to you failing to provide adequate funds for the Transaction. In addition to the above, if you have a past due amount owed to us or any of our Affiliates under the Terms of Use or any other agreement, and there is insufficient balance in your Account to pay for the amount past due, we may, or may instruct our Service Provider to, deduct the amounts owed by from your settlement amount.

5.6 Disclaimers and Acknowledgement

You acknowledge that the Services and the Platform are provided on an “as is” basis without any warranties of any kind. We disclaim all warranties, either express or implied, including warranties of merchant-ability and fitness for a particular purpose. While we will use its commercially reasonable efforts to provide the Services without interruption, you acknowledge that the Services is a computer network based service which may be subject to outages and delay occurrences. As such, we do not guarantee continuous or uninterrupted access to the Services, and we shall not be liable for any delay in the failure in our provision of the Services under these Terms of Use. You acknowledge that your access to the Website may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will make reasonable efforts to ensure that Transactions are processed in a timely manner, but will not be liable in any manner for any interruptions, outages, or other delay occurrences relating to the Services. You use the Platform and the Services at your own risk.

Article 6 OUR AGREEMENT WITH YOU

6.1 Our Acceptance of You as a Customer

Our obligations under these Terms of Use are conditional upon our acceptance of you as a customer which is at our sole discretion. We reserve the right to decline to provide part or all of the Services or create a Customer Account for you without specifying a reason. You acknowledge that all regulatory requirements need to be met before any Services will be (or will continue to be) provided by us. Before we agree to provide Services to you and at all times during the term of this Agreement, you agree to cooperate with us and provide any information and documents and do all such acts we require a) by Applicable Law or according to our internal policies; b) to comply with requests of local and foreign regulatory, governmental, and law enforcement authorities; c) to check your identity; and (d) to explain the reasons for the (intended) use of a Service, the origin of funds used for a Service. If we request you to provide additional information in accordance with Applicable Law, you will promptly provide any such information requested, at the latest within three (3) Business Days of receiving the request from us. Failure to provide such requested information may result in us denying your use of some or all of the Services. For clarity, you will not be entitled to receive any Service until you have successfully registered with us and created a Customer Account and accepted the Terms of Use for the applicable Service.

6.2 Your Undertakings, Representations and Warranties

You represent, warrant, and covenant to us at all times that a) you will, and you will procure your Authorised Users, agents and employees will, comply with these Terms of Use and all Applicable Law regarding your use of the Platform, the Services and Personal Information you provide us; b) you are compliant at all times with all Applicable Law in all jurisdictions in which you operate or carry on your business; c) you will and will procure that all Authorised Users, agents and employees use the Platform and the Services only for lawful purposes and you will and will procure that all Authorised Users, agents and employees will not use the Services directly or indirectly for any fraudulent or illegal undertaking; d) you are legally able and have full power and authority to enter into and comply with these Terms of Use; e) you hold all required licences, registrations and permissions to carry out your business; f) all information supplied to us by you is complete, accurate, up to date, and truthful in all material respects; g) at all times you will use the Services in accordance with such operating processes and procedures as we may prescribe from time to time and will only use the Services in a manner consistent with the Terms of Use and any applicable Laws. As applicable, this may include compliance with domestic and international laws related to the use or provision of the services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Applicable Laws relevant to Transactions; and h) you will comply in all respect with all Sanctions. You undertake that you are not, and will procure that none of your directors, officers, agents, employees or persons acting on behalf of the foregoing is, a Restricted Person and do not act directly or indirectly on behalf of a Restricted Person. You must, to the extent permitted by law, promptly upon becoming aware of them supply to us details of any claim, action, suit, proceedings or investigation against you or the persons listed above with respect to Sanctions by any Sanctions Authority.

6.3 Taxes

You are solely responsible for reporting to all applicable government tax authorities all payments received or processed by us for you and for the payment of any applicable Taxes that apply to such payments, as well as any other applicable reporting requirements. We do not assume any responsibility for any tax reporting or filing obligations. You warrant and undertake that you: a) have a permanent establishment and/or business registration in the country referenced as your address; b) will abide by all relevant accounting principles as they apply to you; c) pay all relevant taxes as required by Applicable Law; and d) will comply to the extent applicable, with all Network Rules as in force from time to time and will execute all such documents as required by us in order to ensure compliance with the Network Rules or any Applicable Law. You further agree to provide us with evidence of compliance with this warranty and undertaking on request by us, including the business registration as the case may be.

6.4 Anti-Money Laundering and Countering Terrorism Financing Measures / Regulatory Reporting/Investigations

We are required under Applicable Law to review Transactions in relation to funds received or processed for you. We may also be requested by our Service Providers to investigate the transaction we receive or process for you. You undertake and agree that you will promptly, and in any event within three (3) Business Days of receiving our request, disclose or provide information related to each deposit or transaction processed for you in connection with the Services, or other information as required by us, or any persons acting on our behalf, from time to time for our compliance with Applicable Law. If the information required by us is not satisfactorily provided within such time period, we may not undertake any Transactions on your behalf, or continue business relations with you. We may also be required to disclose any information you have provided to us to relevant authorities, including Sanction Authorities. You agree to comply with Applicable Law and Sanctions relating to anti-money laundering or counter-terrorism financing measures. Neither we, nor any of our Affiliates, or any agents acting on our behalf would be liable for any loss arising out of any action taken, or any delays or failure by us in carrying out our relevant obligations under Applicable Law. We are registered with FINTRAC as a money services business and are subject to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). We may be required under Applicable Law to report certain transactions (including suspicious transactions) to FINTRAC and other competent authorities, and to take freezing or seizing measures in respect of property as required by applicable Canadian law.

6.5 Records Retention

With respect to any Transaction, you acknowledge and agree that we are required under Applicable Law to retain records and information related to any transaction for a period of at least five (5) years from the date such transaction was concluded, or for such longer period as may be required by Applicable Law. In this regard, you agree and acknowledge that you shall also retain and not delete transaction records or otherwise circumvent (or attempt to circumvent) your obligations under this Section 6.5. Further, except as required by Applicable Law, after termination of these Terms of Use, the Company shall not be obliged to store, retain, report or provide records of Transactions associated with your Account, or otherwise provide any records, documents or copies of information submitted by you through your use of the Services. You shall be fully responsible for retaining such records, documents and copies of information in a durable medium by them printing out.

Article 7 TERM AND TERMINATION

7. 1Term

These Terms of Use are made effective as of the date that you click on the “Sign Up” button (or similar button) in the signup page on the Website and accept these Terms of Use or on the date that you begin using the Services (whichever are earlier). These Terms of Use will continue be in effect until they are terminated pursuant to this Section 7.

7.2 Suspension for Cause

We may, in our sole discretion, immediately suspend or terminate your use of any one or all of the Services at any time, including access to funds, if any of the following events (“Suspension Events”) occurs. Grounds of suspension include: a) your violation of these Terms of Use and where the breach is capable of remedy, you have not remedied the breach within fifteen (15) days of our notice to you ; b) your provision of any false, incomplete, inaccurate, or misleading information; c) we have reason to believe that you is engaged in fraudulent, money laundering, terrorism financing or illegal activity; d) we reasonably believe that your Account has been compromised or for other security reasons; e) if we are required to do so under any Applicable Law, or at the direction of any regulatory, law enforcement or other competent authority; f) your Account has become inactive (please refer to clause 7.3); g) as otherwise provided in these Terms of Use; h) we reasonably believe you may cause us to breach Applicable Law or may expose us or our Affiliates to risks which are unacceptable to us; i) a financial regulator, regulatory or government agency, or law enforcement agency posts a warning with regard to you or us; j) any governmental, regulatory, or judicial authority directs or requests us or you to suspend or terminate the Terms of Use; or k) a cooperation partner of ours or yours requests that we or you terminate the Terms of Use. We shall notify you either prior to the suspension or, if prior notification is not possible under the circumstances, promptly after the suspension, unless we are prohibited by Applicable Law to notify you. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you and Transactions made through your use of the Services.

7.3 Inactive Accounts

Your account will be deemed inactive under the following circumstances: (a) Your Customer Account will be deemed inactive if there are no transactions in such account for six (6) consecutive months; or (b) Your Customer Account will be deemed inactive if you or your Authorized User have not used the Customer Account in any manner for six (6) consecutive months.

One (1) month prior to reaching inactive status, we may send an initial notification to your email address on our records to request action, provide options for keeping your account active, and inform you of the consequences of not responding. If you do not respond to our initial notice within one (1) month, and fail to take any actions to keep your account active, we will make reasonable efforts to contact you and may send you a final notice, informing that your account will be considered “inactive”. Failure to send the aforementioned notification will not affect your corresponding account being deemed inactive in accordance with this clause.

Inactive accounts may be subject to fees and charges from time to time as announced by us, and will continue to be deducted until the balance is depleted, at which point your Customer Account will be closed. If your Customer Account remains inactive for a consecutive period of 1 year, your Customer Account may be directly closed.

7.4 Termination for Cause

Notwithstanding our rights under Applicable Law to declare the legal relationship between us (including these Terms of Use) null and void, we may immediately terminate your use of one or all of the Services at any time if a) your use of any such one or all of the Services remains suspended by us for a consecutive period of two (2) months following the occurrence of any Suspension Event; or b) your violation of these Terms of Use and you have not rectified the violation within the time limit of our notice to you.

7.5 Termination by Notice Without Cause

You may terminate these Terms of Use (including any Services supplement) and the provision and use of the Services, at any time immediately by giving us a one (1) month written notice. We may terminate these Terms of Use (including any Services supplement) and the provision and use of any one or all of the Services, at any time immediately by giving you a written notice.

7.6 Effect of Termination

Upon any termination of these Terms of Use: a) you will immediately cease all use of the Platform; and b) all outstanding Fees will immediately become due and payable. For the avoidance of doubt, termination by either Party shall not affect any Transaction previously entered into and shall not relieve either Party of any outstanding obligations arising out of these Terms of Use, including our right to make deductions for any outstanding or unpaid amounts owed by you.

Article 8 CONFIDENTIALITY AND PUBLICITY

8.1 Confidentiality

The Parties acknowledge that in their performance of their duties under these Terms of Use, either Party may communicate to the other (or its representatives) certain Confidential Information. As a condition to the receipt of the Confidential Information from the disclosing Party, the receiving Party shall: a) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing Party’s Confidential Information; b) not use the disclosing Party’s Confidential Information in any fashion except to perform its duties under these Terms of Use or with the disclosing Party’s express prior written consent; c) disclose the disclosing Party’s Confidential Information, in whole or in part, only to employees and agents who need to have access to the Confidential Information for the receiving Party’s internal business purposes; d) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in these Terms of Use; and e) take all necessary precautions to protect the confidentiality of the Confidential Information received and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.

Notwithstanding the foregoing, Confidential Information shall not include information which is: (a) already known by the receiving Party prior to receipt from the disclosing Party; (b) publicly known or becomes publicly known through no wrongful act of the receiving Party; (c) rightfully received from a third party without the receiving Party having knowledge of a breach of any other relevant confidentiality obligation; or (d) independently developed by the receiving Party.

The obligations of this clause do not prevent the receiving Party from disclosing Confidential Information either: (a) to a third party pursuant to a written authorization from the disclosing Party; or (b) to satisfy a requirement of, or demand by, a competent court of law or other tribunal or governmental, or administrative or regulatory or self-regulatory body or listing authority or any Applicable Law, provided that the disclosing Party is notified prior to such disclosure to the extent permitted by Applicable Law.

8.2 Publicity

You grant the Company permissions to use your name and logo in our marketing materials including, but not limited to use on the Website, in customer listings, in interviews and in press releases.

Article 9 INTELLECTUAL PROPERTY

9.1 License Grant

The Company own all Intellectual Property Rights in the Platform and our proprietary technology, including our software (in source and object forms), algorithms, user interface designs, architecture, and documentation (both printed and electronic), network designs, know-how, and trade secrets, and including any modifications, improvements, and derivative work thereof (the “Company Technology”). If you are using our software such as an API, developer's toolkit or other software application (the “Software”) that you have downloaded to your computer, device, or other platform to access the Platform, then the Company grants you a revocable, non-exclusive, non-transferable, royalty-free limited license to use the Software in accordance with the documentation made available by us for purposes of using the Services. This license grant includes the Software and all updates, upgrades, new versions and replacement software for your use in connection with the Services. You may not rent, lease or otherwise transfer your rights in the Software to a third party. You must comply with the implementation and use requirements contained in all of our documentation accompanying the Software. If you do not comply with our instructions, implementation and use requirements you will be liable for all resulting damages suffered by us and third parties. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Company Technology, including the Software. Upon expiration or termination of these Terms of Use, you will immediately cease all use of any Company Technology, including the Software. Other than the express licenses granted by these Terms of Use, the Company grants no right or license to you by implication, estoppel or otherwise to the Services or any of our Intellectual Property Rights. Each Party shall retain all ownership rights, title, and interest in and to its own products and services and all Intellectual Property Rights therein, subject only to the rights and licenses specifically granted in these Terms of Use.

Article 10 MISCELLANEOUS

10.1 Force majeure

Neither Party is liable to the other for any failure to perform its obligations under these Terms of Use to the extent caused by Force Majeure, provided that the affected Party: a) immediately notifies the other Party and provides full information about the Force Majeure; b) uses best endeavour to overcome the Force Majeure; and c) continues to perform its obligations as far as practicable. Force Majeure includes, without limitation, acts of God, war, riots, terrorism, strikes, epidemics, governmental actions, natural disasters, and also includes failures of telecommunications or internet infrastructure, in each case beyond the reasonable control of the affected Party.

10.2 Amendments

We reserve the right to amend these Terms of Use by giving you no less than two (2) months’ prior written notice and sending or making available to you revised Terms of Use. Such amendments will become effective on the date specified in the written notice, and unless otherwise stated by us in the notice, an amendment will not affect any legal rights or obligations which may have already arisen prior to the date specified in the notice.

You will be deemed to have consented to the amendments unless you explicitly dissent before the effective date of such amendments. In case you do not agree to the amendments, you may terminate these Terms of Use without any extra cost at any time before the effective date of the change. In our notification to you, we shall specifically inform you about your right to dissent, the effective date, and your option to terminate these Terms of Use.

Your use of our Services after we provide any such notice constitute your acceptance of the modified Terms of Use. The two (2) month notice period will not apply where: the amendments a) in our reasonable opinion, is more favourable to you; or b) relates to the addition of a new service or extra functionality to the existing Services. In such instances, the amendment will be made and shall be effective immediately upon written notice to you.

Further, you will not be entitled to object to, and shall not have the rights set out in this Clause 10.2 for any amendment, which we implement in order to comply with Applicable Law or requirements of systems or schemes (if applicable). For such amendments, shorter notice periods may be imposed.

10.3 Assignment

Your use of the Services is to your company and you may not assign any rights under these Terms of Use to any third party nor grant any third party a legal or equitable interest in connection with your use of the Services. You may not delegate, in whole or in part, these Terms of Use to any person or entity. To the greatest extent permitted by Applicable Law, we have the right to assign these Terms of Use (including all of our rights, titles, benefits, interests, and obligations and duties in these Terms of Use) to any of our Affiliates and to any successor in interest. We may delegate certain of our rights and responsibilities under these Terms of Use to our Affiliates, Service Providers or other third parties to the extent permitted by Applicable Law and regulatory authorities (as required).

10.4 Entire Agreement

These Terms of Use set forth the entire agreement and understanding between you and the Company in respect to your use of our Services, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any Party. This Section 10.4 does not prevent the Parties from entering into further agreements for additional services provided for by the Company.

10.5 Survival

You remain liable under these Terms of Use in respect to all charges and other amounts incurred through the use of the Services at any time, irrespective of termination of these Terms of Use. All representations, covenants and warranties shall survive the execution of these Terms of Use, and all terms that by their nature are continuing shall survive the termination or expiration of these Terms of Use.

10.6 Waiver

No failure or delay by a Party to exercise any right or remedy provided under these Terms of Use or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

10.7 Severance

If any provision of these Terms of Use is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted.

10.8 Right of third Parties

A person who is not a party to these Terms of Use has no rights to enforce any term of these Terms of Use, save that where any obligations is owed by you to the Company or any of our Affiliates, each of such Affiliate may enforce the terms of these Terms of Use against you. No person other than the registered user of the Account shall have any rights under these Terms of Use.

10.9 Services Providers

You acknowledge that the Service Providers, including the banks engaged by the Company and our Affiliates in support of the Services, are not a party to these Terms of Use, and you have no right to claim against them. You must not directly communicate with Service Providers. Any direct contact with a Service Provider may result in the immediate termination of your use of the Services.

10.10 Governing law & Disputes

These Terms of Use shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, excluding their conflict of laws rules. In the event of any dispute or claim arising from or in connection with these Terms of Use or your use of the Services, the Parties shall resolve such dispute or claim through amicable negotiations. If such dispute or claim is still not resolved, the dispute shall be settled by the courts of the Province of British Columbia and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of the courts of the Province of British Columbia.

10.11 Language Version

These Terms of Use have been prepared in English. In the event of any inconsistency between the original English version and any translation, the English version shall govern.