CLIENT AGREEMENT
AEXchanger is an online service providing exchange services of Virtual Currencies for funds, as well as for other Virtual Currencies, and providing Virtual Currency transfer services on behalf of Clients (hereinafter referred to as the “Services” or “Virtual Currency Services”).
This Client Agreement (hereinafter referred to as the "Agreement", "Terms of Use" or "Terms") defines the rules and conditions for the operation of the AEXchanger Service. This Agreement is an official written public offer addressed to individuals or legal persons (hereinafter referred to as the "User", "Client", "Merchant" or "You") to conclude an agreement for the provision of exchange and transfer Services by the Company REMITTIX GLOBAL CORPORATION (hereinafter referred to as the "Service", "Company Service" or "AEXchanger Service") — except that, with respect to persons resident in the European Union or the European Economic Area, this Agreement does not constitute a solicitation, invitation, or offer by the Company, and such persons may access the Services only on their own exclusive initiative as set out in Section 4.9 — under the following Terms.
Before using AEXchanger 's Services, the User must fully familiarize themselves with the Client Agreement. The use of AEXchanger Services is possible only if the User accepts all the terms of the Agreement. The current version of the Agreement is publicly available on the AEXchanger Website and may be amended by the Company in accordance with Section 24.
These Terms apply to both Clients and Merchants (collectively referred to as the “Users”) of the Platform. All terms and conditions for Merchants are regulated by this Agreement and, where applicable, by the Virtual Currency Acquiring Agreement concluded separately between the Company and the Merchant.
1. Definitions
Account: A User account available after the registration process, through which the Client can request our Services.
AEXchanger Service (or Service): It is an online Platform providing a Service for the exchange of Virtual Currencies for funds, as well as for other Virtual Currencies, and enables the transfer of Virtual Currencies on behalf of Clients.
Anti-Money Laundering Law: The Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA), S.C. 2000, c. 17, and its associated regulations, each as amended from time to time, as administered by the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC).
Beneficiary: The individual or entity that is the ultimate recipient of a Virtual Currency Transfer or an Electronic Funds Transfer.
Card/Account Verification: Verification of the card's (or account's) ownership by the owner. The verification conditions are determined by the Company.
Client: Any natural person who has reached the legal age of majority in their province or territory of residence, or any legal person, who wishes to use the Company's Services and accepts the terms of this Agreement.
Company (also "We", "Us", "Our"): REMITTIX GLOBAL CORPORATION, a corporation duly incorporated under the laws of the Province of British Columbia, Canada, Registration Number BC1545532, with a registered office at 422 RICHARDS STREET, VANCOUVER BC V6B 2Z4, CANADA, holding Money Services Business (MSB) License No. C10001725.
Currency Exchange: Entering into contracts for the purchase and sale of Virtual Currencies with Clients for funds using own capital; or entering into contracts with Clients for the purchase and sale of Virtual Currencies for other Virtual Currencies using own capital.
Exchange Rate: The value ratio of two Virtual Currencies or funds involved in the exchange.
FINTRAC: The Financial Transactions and Reports Analysis Centre of Canada, the federal regulatory body responsible for overseeing MSB compliance.
Fiat Currency: Real currency (e.g., CAD, USD) that is issued by a central bank and recognized as legal tender in the country of issuance.
Funds: Fiat currency or other funds as defined under the PCMLTFA or applicable Canadian financial laws.
Merchant: A person who is engaged in the sale of goods and services and who has concluded an individual Crypto Acquiring Agreement with us for the provision of our Services.
Money Services Business (or MSB): an entity registered as a money services business with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) that provides, in the ordinary course of business, any of the following: foreign exchange dealing; funds remittance or transmission; issuing or redeeming money orders, traveller’s cheques, or similar negotiable instruments; or dealing in virtual currencies (as defined under that Act).
Order: A request submitted by the Client through the Company’s Website to utilize one of the services, by filling out an electronic form under the terms described in the Agreement and specified in the parameters of the Order.
Originator: The individual or entity that requests and authorizes a Virtual Currency Transfer or an Electronic Funds Transfer.
Payment: The transfer of Virtual Currencies or funds from the payer to the recipient.
Payment System: A third-party software product designed to facilitate the accounting of funds and other obligations, enable online payments for goods and services, and support settlements between Clients. The Service operates using software owned by Guardarian (GRNTech Solution Inc. & FinSeven CZ s.r.o.), a third-party processor.
PIPEDA/PIPA (Data Protection Law): The federal Personal Information Protection and Electronic Documents Act (PIPEDA) and the British Columbia Personal Information Protection Act (PIPA), which govern the protection of individuals concerning the processing of personal data.
Platform: The Service's proprietary non-custodial technical infrastructure, accessible via the Website, through which transactions are initiated, processed, and integrated with third-party software applications.
Privacy Law: Any applicable Canadian federal or provincial privacy legislation, including PIPEDA and PIPA (British Columbia).
Provision of Virtual Currency transfer services on behalf of clients: The provision of services for the transfer of Virtual Currencies on behalf of a natural or legal person from one address or distributed ledger account to another.
Resulting Account: The wallet number or any other designation of the User's account in the Payment System to which the Resulting Currency will be sent. The Resulting Account may be held by or on behalf of a Beneficiary (as defined in Clause 1.4.).
Resulting Currency: Virtual Currencies or funds that the User receives as a result of exchanging the Source Currency.
Source Account: The wallet number or any other designation of the User's account in the Payment System from which the Source Currency was sent. The Source Account may be held by or on behalf of an Originator (as defined in Clause 1.16), the individual or entity requesting and authorizing the transfer.
Source Currency: Virtual Currencies or funds that the User wishes to exchange.
User(-s) or You: Means both the Client and the Merchant.
Virtual Currency: A digital representation of value or rights that can be transferred and stored electronically using distributed ledger technology or similar technology, as recognized under Canadian law
Website: The Company’s official Website, accessible at https://aexchanger.com/ (or its successor URL), which serves as the primary source for publishing information about the Services and legal documentation.
2. Introduction
2.1. This Agreement governs the relationship between the Users and the Service concerning the Services provided.
2.2. The Service ensures the confidentiality of Users information and transactions. The Service may provide this information only upon request from authorized Canadian government bodies (e.g., FINTRAC, law enforcement), officials, or Payment System representatives to provide services and when legally required.
2.3. This Agreement does not override the applicable laws of Canada and the Province of British Columbia, as well as contractual relationships between the Users and the Payment System(s). If the Client cannot use the Company's Services under applicable law, such use is prohibited and deemed illegal.
3. Subject of the Agreement
3.1. The subject of this Agreement is the provision of Virtual Currency Services by the Company.
3.1.1. The Company facilitates Virtual Currency to Fiat and Fiat to Virtual Currency transactions through integrated third-party providers. These Services are rendered in accordance with relevant Canadian federal and provincial regulations governing money services businesses.
3.1.2. The Company provides an online non-custodial infrastructure that facilitates “transfer services for Virtual Currencies on behalf of clients” under applicable Canadian law. This service is offered to Merchants to facilitate the seamless technical routing and redirection of Virtual Currency payments from their end-users directly to Resulting Account (designated destination addresses). The Platform is engineered to transmit mandatory transaction data in compliance with the PCMLTFA and FINTRAC Record Keeping and Travel Rule requirements, ensuring that necessary Originator and Beneficiary information is securely passed to integrated third-party licensed providers for compliance verification.
3.2. Services are rendered via a proprietary non-custodial Platform where the User initiates transactions by providing necessary details and accepting the Terms of Use.
3.3. Depending on the transaction type:
Virtual Currency exchanges: the Platform generates a specific wallet address via an integrated third-party provider (e.g., Whitebit). The User transfers Virtual Currency to that address. Upon on-chain confirmation, the corresponding Virtual Currency or fiat funds are delivered to the User's wallet or bank account.
Fiat exchanges: the User is redirected to a licensed payment partner (e.g., Guardarian) to complete the payment. Upon confirmation, the purchased Virtual Currency are sent to the User's external wallet.
3.4. The Company does not hold or manage User funds or Virtual Currencies at any point. All transactions are facilitated via integrated third-party providers. Private keys remain outside the Company's control, and all infrastructure is managed externally.
3.5. Full traceability of transactions, including hashes, amounts, and timestamps, is maintained and shared with the User upon execution.
3.6. For Merchant customers, the Company provides a Payment Module that integrates into the Merchant's e-commerce platform. When an end-user selects Virtual Currency payment at checkout, a real-time Virtual Currency equivalent is generated and a transaction-specific wallet address (via an integrated third-party provider) is presented for payment. Upon receipt and on-chain confirmation, the Virtual Currency are either: (a) transferred directly to the Merchant's external wallet; or (b) converted to fiat and subsequently transferred to the Merchant's fiat account. The Company does not at any point exercise discretionary control or custodianship over the Virtual Currency.
3.7. By initiating a transaction using the Service, including transferring funds for the purpose of exchange into Virtual Currency or transferring Virtual Currency to a wallet address designated by the Company, the User confirms that they have reviewed and accepted the following information prior to entering into this Agreement:
the current version of the Terms, Privacy Policy, AML/CFT Policy, and any other applicable internal regulations of the Company;
the identity, registration data, and contact details of the Company;
a general description of the Services offered, including relevant functionality such as applicable exchange mechanisms (e.g., floating or fixed rate), and potential delays or risks related to market fluctuations;
fees, commissions, and applicable charges, including those related to network transactions, refunds, and third-party exchanges.
3.8. The User acknowledges the identity and registration of the Company as REMITTIX GLOBAL CORPORATION, registered in Canada (BC1545532) with MSB License No. C10001725.
3.9. Due to the volatile nature of the Virtual Currency market, exchange rates and valuations may fluctuate significantly. The User acknowledges and assumes the risk of such fluctuations. The Company is not liable for any financial loss or opportunity loss incurred as a result, except to the extent such loss results from the Company's gross negligence or wilful misconduct.
3.10. Exchange rate mechanisms:
3.10.1. Floating exchange rate. When using a floating exchange rate, the Company does not guarantee transaction execution in cases including, but not limited to:
(a) the User sends an incorrect or insufficient amount of Virtual Currency;
(b) the transaction is delayed or sent to a previously used one-time address;
(c) the transaction is initiated more than 3 hours after the floating address was provided;
(d) market fluctuations exceed acceptable thresholds for completion.
If conditions permit, the transaction may be manually processed at the updated rate. Otherwise, a refund may be issued, less applicable fees, after address confirmation.
3.10.2. Fixed exchange rate. When using a fixed exchange rate, the User acknowledges that the rate is locked for 15 or 20 minutes, as indicated on the Platform at the time of the transaction. The transaction may not be executed if the User sends Virtual Currency after the expiration of the lock period, sends an incorrect amount, or sends to a previously used address . In such events, the transaction may be manually processed at an updated floating rate, or a refund may be issued to the User’s verified return address less applicable network and administrative fees.
3.11. The Company is not responsible for technical errors or incorrect User actions, such as specifying an incorrect recipient address, and recovery of such funds is not guaranteed. If recovery is possible, funds will be returned less applicable administrative costs.
3.12. Full use of the Services requires the registration of an Account. The User must have reached the age of majority in the province or territory in which they reside (being 19 years of age in British Columbia, Nova Scotia, New Brunswick, Newfoundland and Labrador, the Northwest Territories, Nunavut, and the Yukon; and 18 years of age in Alberta, Saskatchewan, Manitoba, Ontario, Quebec, and Prince Edward Island), and provide a valid email or phone number for verification.
3.13. The Company reserves the right to reject any account registration or the provision of Services at its sole discretion, subject to applicable law and provided that such rejection is not based on any prohibited ground of discrimination under the Human Rights Code (British Columbia).
3.14. Users are prohibited from maintaining multiple accounts and must bear full responsibility for all actions performed using their account, including maintaining the security of credentials. The User shall promptly notify the Company of any unauthorized use of their account.
3.15. Users must provide any documents and information that may be requested by the Company in compliance with the Company's obligations under applicable Canadian AML/CFT laws.
3.16. The Company may restrict or suspend access to an Account for up to 30 business days (extendable to 45 business days) in the event of suspicious activity or during pending law enforcement inquiries. This operational time limit shall not apply where an extended or indefinite freeze is required under applicable law, a formal directive from FINTRAC, an order of a court of competent jurisdiction, or an ongoing investigation by law enforcement authorities. The Company will notify the User of such restriction or suspension where permitted by applicable law and shall not be liable for any losses resulting from such restriction where the Company is acting in good faith and in compliance with its regulatory obligations.
3.17. All completed transactions are final and irrevocable; any refunds granted shall be subject to the verification of the return address and the deduction of applicable service and network fees.
3.18. The User agrees not to hold the Company liable for indirect losses or consequences stemming from delays related to AML/CFT verification processes, provided that such delays are proportionate and not the result of the Company's gross negligence or wilful misconduct.
4. Terms of Service
4.1. Before you start using the Services and on an ongoing basis, You represent, warrant, and agree that you choose to use the Services voluntarily and at your sole discretion, fully accepting the terms and underlying operational parameters outlined below:
You are solely responsible for determining and paying any applicable taxes (including without limitation income tax, goods and services tax (GST), harmonized sales tax (HST), provincial sales tax (PST), or any other federal, provincial, or municipal tax) that may be due in connection with your use of the Services, and the Company does not provide tax advice;
You are NOT a resident of, located in, or subject to the laws of any country or jurisdiction where the use of Virtual Currency or the provision of the Services is prohibited by law ("Restricted Territories"). The Service may, at its discretion, restrict or refuse services in certain countries or regions. A current list of Restricted Territories is listed in Section 12 of these Terms;
You have reached the legal age of majority in the province or territory in which you reside (being 19 years of age in British Columbia, Nova Scotia, New Brunswick, Newfoundland and Labrador, the Northwest Territories, Nunavut, and the Yukon; and 18 years of age in Alberta, Saskatchewan, Manitoba, Ontario, Quebec, and Prince Edward Island, and the age of majority as otherwise defined under the laws applicable to you);
You agree to pay the fees applicable to Exchanges and Virtual Currency transfer services, as set out in the Service's fee schedule, which the Company may change from time to time upon reasonable notice in accordance with Section 11;
You understand that network (blockchain) transaction fee may apply to any withdrawal of Virtual Currency from your Account, whether requested by You, an authorized third party, or a competent authority;
You acknowledge and accept that:
there are risks associated with internet-based systems, including hardware failure, software failure, and loss of internet connectivity;
there are risks associated with blockchain protocols, including malfunctions, forks, unintended shutdowns of features, or attacks on the protocol; and
the value of Virtual Currency can fluctuate significantly and may result in a total loss of value;
transactions involving Virtual Currency are generally irreversible once confirmed on the relevant blockchain, and the Company may not be able to reverse or recover such transactions;
You represent and warrant that any Virtual Currency you hold or use through the Services is your property, is free from any liens, encumbrances, disputes, or seizure orders, and that no third party has any right or claim over such Virtual Currency;
You must provide accurate and complete information necessary for the provision of Services (including wallet addresses for deposits and withdrawals). Such wallet addresses must not be associated with terrorism, fraud, money laundering, or any other unlawful activity as defined by the Criminal Code (Canada) or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).
You acknowledge and understand that certain Virtual Currency transactions conducted through the Services may be subject to mandatory reporting to the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), including where reporting thresholds or triggers established under applicable law are met. By using the Services, you consent to such reporting as may be required by law;
4.2. You declare, agree, and guarantee that You will not violate any laws, contracts, third-party rights, or commit any offences when accessing or using the Services, and that You are solely responsible for your actions and inactions when using our Services. Without limiting the generality of the foregoing, You declare, agree, and guarantee that YOU WILL NOT:
Use our Services, or will immediately cease using them, if any applicable law in your jurisdiction prohibits or restricts you from doing so at any time, or if such use becomes unlawful;
Use the Services to engage in fraud, deception, money laundering, terrorist financing, or any other illegal activity;
Deposit, exchange, or attempt to transfer Virtual Currency obtained from unlawful sources, including proceeds of crime, gambling where prohibited, fraud, or any illegal activity. You may only use Virtual Currency from lawful sources in connection with the Services;
Provide false, inaccurate, incomplete, or misleading information to the Service;
Modify, decompile, reverse-engineer, disassemble, or attempt to derive the source code of our software, except to the extent expressly permitted under the Copyright Act (Canada) for interoperability purposes;
Use any robot, spider, scanner, scraper, or other automated means not provided or authorized by us to access the Services or extract data;
Attempt to bypass any security or content filtering measures we use, or access any service or area of the Services for which you do not have authorization;
Develop any third-party application that interacts with the Services without our prior written consent;
Encourage or assist any third party to engage in any activity prohibited under this Clause 4.2.
You are solely responsible for your own acts and omissions when using the Services, and you confirm that you will comply with all applicable laws, including anti-money laundering and counter-terrorist financing legislation.
4.3. You agree to provide such identity verification documentation and information as the Service may reasonably request to comply with applicable laws, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and FINTRAC requirements. The Service reserves the right to refuse, suspend, or terminate service, freeze assets, or report suspicious activity to relevant authorities as required by law.
4.4. To the maximum extent permitted by applicable law, including the Business Practices and Consumer Protection Act (British Columbia), the Service's total aggregate liability to you for any claim arising out of or relating to these Terms or the use of the Services shall not exceed the total fees paid by you to the Service in the twelve (12) months immediately preceding the event giving rise to the claim;
4.5. Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, loss of use, or loss of Virtual Currency, whether based in contract, tort (including negligence), or otherwise;
4.6. However, nothing in the Clause 4.4 and Clause 4.5. limits or excludes liability for:
fraud or fraudulent misrepresentation;
death or personal injury caused by negligence;
gross negligence or willful misconduct;
breach of obligations under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada); or
any other liability that cannot be limited or excluded under applicable law.
4.7. You agree to indemnify and hold harmless the Service, its affiliates, directors, officers, employees, and agents from and against any losses, damages, liabilities, and reasonable costs (including legal fees) arising out of or relating to:
your breach of any representation, warranty, or obligation under these Terms;
your violation of any applicable law or regulation;
your use of the Services in a manner not expressly authorized by these Terms.
However, this indemnification does not apply to the extent that such losses, damages, liabilities, or costs are caused by the Service's own negligence, willful misconduct, or breach of these Terms. This indemnity is subject to the limitation of liability in Clause 4.4 and Clause 4.5.
4.8. Nothing in these Terms limits, excludes, or modifies any statutory consumer rights or remedies available to you under the Business Practices and Consumer Protection Act (British Columbia) or any other applicable consumer protection legislation.
4.9. The Services are provided by REMITTIX GLOBAL CORPORATION, a corporation incorporated under the laws of Canada. The Company does not hold an authorization, licence, or registration as a crypto-asset service provider (CASP) under Regulation (EU) 2023/1114 on Markets in Crypto-Assets (MiCA) or under any other EU financial services legislation.
The Services are not directed at, marketed to, or intended for persons who are resident in, or otherwise subject to the jurisdiction of, any member state of the European Union or the European Economic Area (collectively, "EU Persons"). The Company does not conduct any advertising, solicitation, or marketing activities targeting EU Persons.
If you are an EU Person, you may access the Services solely at your own exclusive initiative, under your own responsibility, and without any solicitation from the Company. In such case, you acknowledge that:
(a) you have independently identified and voluntarily elected to access the Services without any invitation, advertisement, or solicitation by the Company;
(b) the Services are not subject to MiCA authorization with respect to your use thereof;
(c) you will not have access to the investor protection mechanisms available under MiCA or other EU financial services legislation;
(d) your access to and use of the Services may be subject to restrictions or prohibitions under applicable EU member state law, and it is your sole responsibility to ensure compliance with such laws before using the Services.
The Company reserves the right to reject, restrict, suspend, or terminate access to any EU Person at any time, including where the Company determines that continued access may give rise to regulatory obligations under EU law, or where providing the Services to such person may require local authorisation, registration, notification, or licensing in any EU/EEA member state. The Company is under no obligation to obtain any such authorisation or registration, and its decision to reject or terminate any such request shall not give rise to any liability.
4.10 Restrictions on Third-Party Promotion. The Company does not authorise, and expressly prohibits, any third party — including referral partners, affiliates, agents, influencers, content creators, or other intermediaries — from marketing, promoting, advertising, or soliciting the Services to persons located or established in the European Union or the European Economic Area. Any referral or affiliate arrangement entered into by the Company is subject to this restriction as a binding condition, and the Company reserves the right to reject, reverse, or void any referral transaction originating from an EU/EEA-resident user. The Company shall not be liable to any referral partner or affiliate for the rejection of EU/EEA-originated referrals.
5. Eligibility Criteria and Suitability for Client
5.1. Use of the Service is strictly limited to Clients who:
are natural persons who have reached the age of majority in their province or territory of residence (being 18 or 19 depending on the jurisdiction), or such other minimum age as may be required under applicable law, and have full legal capacity;
are legal entities duly incorporated in accordance with applicable law and acting through duly authorised representatives;
are not located in, incorporated in, or otherwise subject to the jurisdiction of any country or territory subject to applicable sanctions or export control laws, including those administered by Global Affairs Canada under the Special Economic Measures Act (Canada), the United Nations Act (Canada), and the Freezing of Assets of Corrupt Foreign Officials Act (Canada) (a “Restricted Jurisdiction”);
are not a designated or sanctioned person under Canadian sanctions laws administered by Global Affairs Canada, the Office of the Superintendent of Financial Institutions (OSFI), or comparable sanctions regimes including those of the United Nations, the United States (OFAC), the United Kingdom, or the European Union, where such sanctions would prohibit access to crypto-related services;
are not acting on behalf of, for the benefit of, or at the direction of any person or entity described in (c) or (d) above.
5.2. To ensure compliance with applicable laws, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and associated FINTRAC requirements, Clients may be required to undergo a verification process before accessing certain functionalities of the Platform. This may include:
submission of valid government-issued identification for natural persons, or corporate registration documents and identification of authorized signatories for legal entities;
identification of all individuals who directly or indirectly own or control 25% or more of any Client that is a legal entity ("beneficial owners");
disclosure of the purpose and intended use of the Services;
disclosure of the source of funds and source of Virtual Currency or Crypto-assets;
submission of such other information as may be reasonably required to comply with anti-money laundering and counter-terrorist financing obligations.
The Service may, in its discretion, require enhanced due diligence for Clients presenting higher risk, including but not limited to politically exposed persons (as defined under FINTRAC rules).
5.3. The Service reserves the right to decline, restrict, suspend, or terminate access to any individual or entity that:
fails to meet the eligibility criteria set out in Section 5.1;
fails to complete required verification checks to the Service's satisfaction;
provides false, misleading, or incomplete information;
whose intended use of the Service is deemed inconsistent with applicable laws, including Canadian securities legislation administered by the British Columbia Securities Commission or other members of the Canadian Securities Administrators, these Terms of Use, or the Service's risk management policies; or
triggers any risk flags, sanctions matches, or adverse media screening results under the Service's compliance program.
5.4. A Client account may be established following successful verification. The scope of functionality available to the Client may vary depending on their verified status, the type of Services accessed (e.g., exchange, transfer), the associated risk level, and compliance with applicable securities legislation. The Client is solely responsible for:
maintaining the confidentiality and security of their account credentials;
all activity occurring under their account; and
notifying the Service immediately of any unauthorized access or use of their account.
The Service does not guarantee access to any particular functionality, product, or service, and may modify the scope of available Services as required by applicable law or regulatory obligations.
5.5. The Service performs ongoing monitoring of Client accounts and transactions in accordance with its obligations under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and applicable securities legislation.
5.6. The Service reserves the right to reassess the suitability and eligibility of Clients at any time, including in the event of:
regulatory updates or changes in applicable law;
changes in the Service's risk appetite or policies;
unusual or suspicious transaction activity; or
changes in sanctions lists or other regulatory screening tools.
5.7. Additional verification may be required as a condition of continued access to the Services. Failure to provide such information within a reasonable time may result in the restriction, suspension, or termination of the Client's account.
5.8. Nothing in this Section 5 limits the Service's obligations to report suspicious transactions or other activities to FINTRAC or other competent authorities as required by Canadian law.
5.A. Eligibility Criteria for Merchant
5.A.1. To use the Services, a Merchant must first create an Account on the Website by completing the registration process and then must complete the compliance process by providing all needed information reasonably requested by the Company, including but not limited to identity verification documents, beneficial ownership information, and source of funds information, as required by the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and FINTRAC requirements.
5.A.2. The Services and the use of the Website are available to natural and legal persons who:
are individuals who have reached the age of majority in their province or territory of residence (being 18 or 19 depending on the jurisdiction);
have the legal capacity to enter into a binding contract and use the Website, and are not prohibited from using the Services by applicable law, including Canadian sanctions laws administered by Global Affairs Canada;
are residing or incorporated in a country or territory that the Company supports, as set out in the list of eligible jurisdictions maintained on the Website, which the Company may update from time to time; and
do not carry out any activity listed as a Prohibited Activity under these Terms.
5.A.3. If Services are used on behalf of a legal entity, Merchant further represents and warrants that:
the legal entity is duly organized and validly exists under the laws of its jurisdiction of incorporation or formation; and
the Merchant is duly authorized by such a legal entity to act on its behalf, including entering into this Agreement and binding the entity to these Terms.
5.A.4. Merchants can only have one Account on the Website. Merchants should not create more than one Account through any available method unless expressly permitted by the Company. Merchants cannot create a new Account if a previous Merchant Account has been suspended by the Company.
5.A.5. Services are not available to any Merchant who engages in Prohibited Activities, which include any activities related to the sale, purchase, exchange, or other transfer of ownership, possession, use, or disposal of items or conduct listed in Section 13 of these Terms.
5.A.5.1. Services are also not available to any Merchant who:
sells goods or services without holding any required permit, licence, or authorization under applicable federal, provincial, or territorial law;
has been suspended or removed from using the Services;
is not in compliance with this Agreement or any applicable Terms and Conditions;
is not lawfully permitted to use the Services;
cannot enter into legally binding contracts; or
in the Company's reasonable opinion, presents an unacceptable level of risk to the Company or to others, including but not limited to risk of money laundering, terrorist financing, fraud, or sanctions violations.
Any use of the Services by any person or entity falling within such categories is strictly prohibited and constitutes a violation of this Agreement.
5.A.6. In order to use the Services, the Merchant must register for a Merchant Account and accept the User Agreement of the Company, Privacy Policy, Cookies Policy, and Anti-Money Laundering and Counter-Terrorist Financing Policy. The Company may, in its sole discretion, refuse to open an Account for any Merchant. When creating the Account, the Merchant must provide accurate and complete information, and the Merchant must keep this information up to date. Inaccurate, incomplete, or outdated information may result in the suspension or termination of the Account.
The Merchant acknowledges that the Company is registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a Money Services Business and that the Merchant's personal and business information will be collected, used, and disclosed in accordance with the Personal Information Protection and Electronic Documents Act (Canada) (PIPEDA) and the Personal Information Protection Act (British Columbia), as applicable, and as further described in the Privacy Policy.
5.A.7. If the Account is opened on behalf of a legal entity, then:
"Merchant" includes both the individual representative and the legal entity, jointly and severally; and
The individual representing the legal entity represents and warrants that they are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that they have accepted the User Agreement, Privacy Policy, Cookies Policy, and Anti-Money Laundering and Counter-Terrorist Financing Policy on the legal entity's behalf.
5.A.8. The Services are not available in every jurisdiction. The Company reserves the right to select the markets and jurisdictions in which it provides the Services. A current list of eligible jurisdictions is maintained on the Website (Section 12 of this Terms) and may be updated from time to time. Persons and entities in jurisdictions where the Company does not provide the Services are prohibited from using or accessing any of the Services. The Company will provide reasonable notice to Merchants of any material change to the list of eligible jurisdictions that affects their ability to continue using the Services.
5.A.9. The Company may deny the provision of Services or may suspend or terminate an Account where the Company reasonably suspects that the activities carried out by the Merchant are aimed at and/or related to money laundering, terrorist financing, fraud, sanctions evasion, or any other unlawful activity as defined under the Criminal Code (Canada) or the PCMLTFA, or where the Merchant's activities are otherwise deemed unsuitable by the Company in accordance with its risk management policies. The Company shall not be liable to the Merchant for any losses arising from such denial where the Company is acting in good faith and in compliance with its regulatory obligations. The Merchant acknowledges and agrees that the Company is under no statutory or contractual obligation to disclose the specific reasons, compliance risk flags, or internal findings for any such restriction, suspension, or termination, particularly where such disclosure is restricted or prohibited by applicable law, including anti-tipping-off mandates under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).
5.A.10. The Company reserves the right to amend the eligibility requirements set out in this Clause 5.A. at any time. The Company will notify the Merchant of material changes to eligibility requirements in accordance with Section 24, and the Merchant must ensure that it continues to meet such amended requirements in order to maintain access to the Services.
5.A.11. The Company collects, uses, and discloses personal information of Merchants and their representatives in accordance with PIPEDA and PIPA (British Columbia). The Merchant acknowledges that:
Personal information provided during registration and ongoing due diligence may be disclosed to FINTRAC, law enforcement, or other competent authorities as required or permitted by law;
b) The Company retains personal information for the period required under the PCMLTFA (presently five years following the end of the business relationship for certain records);
c) The Merchant's representatives have the right to access and correct their personal information as provided under applicable privacy legislation.
5.A.12. Where applicable, the Merchant acknowledges that it may have independent obligations under the PCMLTFA to maintain records, including large Virtual Currency transaction records and client identification records, and to report suspicious transactions to FINTRAC. This section does not relieve the Merchant of any independent legal obligations.
6. Representations, Warranties, and Covenants
6.1. As a condition to accessing or using the Services, each User represents, warrants, and covenants to the Company as follows:
The User will maintain the security and confidentiality of their Account credentials and will promptly notify the Company of any known or suspected unauthorized access to their Account. The User accepts responsibility for all activities occurring under their Account, provided that nothing in this section shall obligate the User to bear liability for losses resulting directly from the Company's own gross negligence, fraud, or failure to maintain reasonable security safeguards as required under applicable privacy laws, including but not limited to the Personal Information Protection Act (British Columbia).
The User will not create more than one Account, nor create an Account for any other person without that person's express written consent.
The User will not use their Account or the Services to engage in any illegal, fraudulent, or other prohibited activities, nor to violate any applicable law, regulation, or guideline.
The User will not use their Account or the Services in any manner that could damage, disable, overburden, or impair the Services, or interfere with any other party's use of the Services.
The User will not use any automated means (including, without limitation, bots, crawlers, or scrapers) to access or use the Services, except as expressly authorized by the Company in writing.
The Merchant will provide accurate, current, and complete information during registration and KYC processes, and will notify the Company promptly and in any event within fourteen (14) calendar days of any material change to such information. Upon the Company's reasonable request, the Merchant will provide supporting documentation; however, where information is verifiable from a public register, the Merchant may satisfy this obligation by directing the Company to such register. If the Merchant fails to provide required information, provides incomplete or incorrect information, or its representative fails to cooperate with identity verification, the Company may suspend or restrict the Merchant's Account and/or refuse to provide or continue Services, subject to applicable AML/ATF obligations under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada). Where practicable and legally permissible under applicable AML/CFT legislation, the Company may provide reasonable advance notice and an opportunity to cure; however, the Company reserves the right to implement immediate suspension or restriction without prior notice if the account activity triggers a compliance alert, fraud flag, or statutory non-disclosure mandate.
If the Merchant integrates any Company application programming interface (API) or platform functionality into its own website or system, the Merchant shall display the then-current standard disclaimer (as made available by the Company in the Merchant Portal) in a clear and reasonably conspicuous manner to its purchasers before payment is processed. For clarity, this subsection does not require the Merchant to obtain the purchaser's active confirmation of having read the disclaimer, and does not relieve the Company of any obligations arising under applicable consumer protection legislation, including the Business Practices and Consumer Protection Act (British Columbia).
The User represents, warrants, and covenants that their use of the Services does and will at all times comply with all applicable anti-money laundering and anti-terrorist financing laws and regulations, including without limitation: (i) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and regulations thereunder; (ii) sanctions and economic measures administered by the Government of Canada under the United Nations Act, the Special Economic Measures Act (Canada), and the Freezing of Assets of Corrupt Foreign Officials Act (Canada); (iii) the Criminal Code (Canada) provisions respecting terrorism financing and money laundering; (iv) sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the United States, to the extent applicable; and (v) any other sanctions, export controls, or economic measures that apply to the User based on the jurisdictions in which they operate and serve their customers.
The User confirms that any Virtual Currency or fiat currency involved in transactions through the Services are owned by the User and are derived from legitimate and lawful sources, and that no such assets originate from or are connected to any unlawful activity including, without limitation, fraud, money laundering, terrorist financing, or proceeds of crime as defined under the Criminal Code (Canada) or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).
7. Account
7.1. The User must register for an Account on the Website. The email address provided by the User during registration will serve as the primary identifier for the Account. If the User requests a change to their registered email address and provides satisfactory documentation and information as required by the Company, the Company may, in its discretion, update the email address on file.
7.2. Account credentials are personal to the User and may not be shared, distributed, or otherwise made available to any third party. The User may not transfer or assign their Account to any other person or entity.
7.3. The User is responsible for maintaining the security and confidentiality of their Account credentials. The User must notify the Company immediately by email at [email protected] if any credentials are lost, stolen, or otherwise compromised.
7.4. In connection with establishing an Account, the User will be required to undergo a know-your-client (KYC) identity verification procedure and to provide such information and documentation as the Company may reasonably request to comply with its obligations under applicable laws, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) and related FINTRAC requirements.
7.5. The Company will review and assess the information and documents submitted by the User. Upon successful completion of the verification process, and provided the User is determined to be eligible, the Company will grant the User access to the Services. The Company reserves the right to deny access to the Services if, in its reasonable judgment, the User does not meet the eligibility requirements.
7.6. If the User is a Legal Entity, the User confirms that any Virtual Currency account and fiat currency account connected with the Services belong to the same Legal Entity. The User bears full responsibility for the accuracy of this confirmation, and any misrepresentation shall be the sole liability of the User.
7.7. The Company reserves the right to reject any Account registration application or to impose additional verification requirements at any time, in its discretion and subject to applicable law, including its obligations under the PCMLTFA and FINTRAC requirements.
8. Account Security
8.1. The User is responsible for maintaining the confidentiality and security of their Account credentials, including passwords, API keys, and any two-factor authentication mechanisms. The User accepts responsibility for all activities that occur under their Account. If login data is shared, lost, or otherwise compromised, the User bears full responsibility for any resulting damages or unauthorized activity, except to the extent such losses result directly from the Company's gross negligence, fraud, or failure to maintain reasonable security safeguards as required under applicable privacy laws, including the Personal Information Protection Act (British Columbia).
8.2. The Company may, for security reasons, require the User to update their password or adopt additional security measures. The User will be notified of such requirements via the email address linked to their Account. The Company may also provide security guidance and best practices on its official Website.
8.3. The User must immediately notify the Company of any known or suspected unauthorized access to or use of their Account. Upon receiving such notice, the Company will take reasonable steps to investigate and mitigate the incident.
8.4. The Company may, in its discretion and subject to applicable law, temporarily restrict access to an Account if it reasonably suspects unauthorized access, a security breach, or other unusual activity. The Company will notify the User of such restriction where permitted by law. The Company shall not be liable for any losses arising from such restriction, except where such restriction results from the Company's gross negligence or wilful misconduct.
9. Transactions for Merchants
9.1. After a Merchants creates an Account, the Company facilitates the receipt of Virtual Currency payments from Merchants' end customers through the Platform. Upon receipt of Virtual Currency from an end customer, the Company processes the transaction in accordance with the Merchant's settlement instructions. The Company does not exercise discretionary control or custodianship over Virtual Currency beyond the processing of individual transactions.
9.2. In order to enable the provision of Services before executing any payment Transaction, Merchants may be required upon a request of the Company to complete a verification process at the time of payment, depending on the amount of the transaction, as part of our AML/CTF compliance obligations. We reserve the right to request personal information of Merchant’s customers, if the collection of such information is required by law.
9.3. We reserve the right to impose limits on transaction amounts or frequency at its discretion, based on factors such as transaction history, risk assessment, and regulatory requirements. Merchants may be required to provide additional information or undergo further verification procedures in order to increase or remove these limits.
9.4. In the event of any suspicious or potentially fraudulent transactions, the Company reserves the right to suspend or delay such transactions for further investigation. The Company may request additional information from the Merchant to verify the legitimacy of the transaction and may, at its sole discretion, decide to approve or reject the transaction based on the findings of its investigation. Merchants shall promptly notify the Company of any unauthorized transactions or discrepancies in their Account balances. The Company will investigate such reports and take appropriate action to address any issues.
9.5. Relationships between Merchant and its customers. Payments by Merchant’s customers via the Platform will be considered the same as payments made directly to the Merchant. The Company provides the technical infrastructure to process and route Virtual Currency payments on behalf of the Merchant. The Merchant remains the sole owner of the Virtual Currency at all times, and the Company does not take custody, possession, or discretionary control of any such assets during the routing or transmission process. In relation to payments in Virtual Currency made to the Merchant, any legal relations are strictly between the Merchant and their customer making the payment. The Company is not a party to the relations between the Merchant and the Merchant's customers making payments in Virtual Currency. We do not accept any queries, letters, requests and/or complaints as well as liability for the quality, legality, safety, delivery or any other aspect regarding the Merchant, their services, products, activities and/or a payment and/or a donation, or a purchase related to the relation between the Merchant and the Merchant's customer. Any disputes between the Merchant and the Merchant's customer shall be resolved exclusively between the Merchant and the Merchant's customer.
9.6. Merchants are solely responsible for the accuracy of payment details provided during the transaction process, including but not limited to wallet addresses and payment amounts. All Virtual Currency transactions are at Merchant sole risk. The Company is not responsible for any errors made by the Merchant in providing payment details and shall not be held liable for any losses that may occur due to such errors.
9.7. The Company will take reasonable measures to ensure that transactions are processed in a timely manner. However, the Company makes no guarantees regarding the processing time for transactions and shall not be held liable for any delays or losses that may occur due to technical issues, system failures, or other factors beyond Company's control.
9.8. We are not responsible for any taxes, duties, or other fees that may arise as a result of customers transactions with merchants. Merchants are solely responsible for determining their tax obligations and reporting their transactions to the appropriate tax authorities in accordance with applicable laws and regulations.
9.9. All transactions in Virtual Currency processed through the Services are final and irreversible once confirmed on the blockchain. The Company does not guarantee refunds of completed transactions.
9.9.1. In the event a refund is granted, whether by the Merchant or at the Company’s discretion in exceptional cases, the Merchant shall bear all applicable network fees and related costs.
9.9.2. The Company shall not be responsible for, and will not process, any transaction submitted with incorrect, incompatible, or unsupported wallet addresses, blockchains, or protocols. Such transactions may result in a permanent loss of funds, for which the Company accepts no liability.
9.10. The Merchant is responsible for communicating the terms of sale and applicable disclaimers to their own customers.
10. Account Deletion, Suspension, and Termination
10.1. A User may close their Account at any time by submitting a request from the email address specified in the privacy settings of the Account. The Company will first verify the request and may require the User to provide additional verification (e.g., by sending a confirmation code via E-mail).
10.2. Company reserves the right to delete a User Account, without prior notice, in the event of a breach of these Terms or any applicable laws by the User.
10.3. The Company may terminate or suspend a User's access to the Services with not less than thirty (30) calendar days' notice for reasons other than breach or risk, provided that where the User is in breach of these Terms or where the Company is required to act immediately under applicable law (including AML/CFT obligations), shorter notice or immediate suspension may apply. Grounds for suspension or termination include, without limitation:
Breach of any provision of these Terms;
Provision of false, inaccurate, or misleading information;
Engaging in any prohibited or unlawful activity;
Failure to pass required verification or re-verification;
Determination by the Company, in its reasonable judgment, that the User poses an unacceptable legal, regulatory, or reputational risk.
10.4. Upon suspension or termination, the User must cease using the Services immediately. Pending transactions may be processed or cancelled at the Company's discretion.
10.5. If the User Account is deleted or terminated for any reason, the information stored in and accessible through the Account and User areas of the Service will be deactivated and rendered inaccessible to the User. In strict compliance with federal regulatory obligations under the PCMLTFA, the Company is legally mandated to retain all identity verification records, transaction data, and compliance logs for a minimum period of five (5) years following the termination of the business relationship. All such retained data will remain securely stored and will only be permanently destroyed upon the expiration of this statutory retention period.
10.6. The Company will notify the User of any suspension or restriction of their Account, stating the reasons and duration where reasonably practicable and where permitted by applicable law.
10.7. Any suspension, restriction, or denial of access shall be:
Proportionate to the identified risk or violation;
Limited in scope and duration, unless a permanent ban is required by law or policy;
Accompanied by a written notice to the User, where permitted by applicable law, indicating that the account access has been restricted or modified.
10.8. To ensure strict compliance with federal regulatory obligations and avoid statutory tipping-off violations, the Company explicitly reserves the right to withhold specific details, underlying investigation parameters, or operational compliance triggers associated with the restriction. The Company will lift the suspension or restriction as soon as the grounds for such action no longer exist to its reasonable satisfaction and the User has successfully executed any required corrective or verification measures.
10.9. The Company shall not be liable to the User for any losses arising from the suspension, restriction, or termination of an Account where the Company is acting in good faith, on reasonable grounds, and in compliance with its regulatory obligations.
11. Fees
11.1. The Company has the right to introduce Fees for the Services provided. Before providing any Services, the Company undertakes to inform the User of the Fee amount charged for a specific transaction or the absence of a Fee.
11.2. The Company may change the Fee structure at any time, including adding new fees for new Services. We will notify You of any changes to the Fee structure, which may be done by posting a notification on the Website or sending you an E-mail.
11.3. All fees are quoted in the currency or Virtual Currency specified on the Website and are exclusive of any applicable taxes unless stated otherwise.
11.4. If the User does not agree to the amended fee structure, the User may terminate their use of the Services and delete their Account.
11.5. The User authorizes the Company to deduct applicable fees directly from any amounts payable to the User.
11.6. Network (blockchain) transaction fees are separate from the Company's service fees and are passed through at cost.
11.7. Fees charged to Merchants are regulated in more detail in the Virtual Currency Acquiring Agreement.
12. Restricted Territories
12.1. The Services are not available in any country or territory that is the target of comprehensive sanctions administered by Global Affairs Canada under the Special Economic Measures Act (Canada) or subject to United Nations-mandated sanctions in Canada, or in any country or territory that the Company otherwise determines, in its reasonable discretion, to be a Restricted Territory.
The Company employs a third-party compliance provider (e.g., such as AllPass.ai) to conduct automated screening of all Clients and transactions against these sanctions lists, including jurisdictional and individual-based restrictions. Such screening is carried out both during onboarding and on a continuous basis.
12.2. The Company maintains and updates an internal list of Restricted Territories from which it does not accept Users due to sanction risks, AML/CFT exposure, or regulatory restrictions. Users are responsible for consulting this list regularly. Users originating from or residing in the following countries or territories are prohibited from accessing the Services:
Abkhazia
Afghanistan
Albania
American Samoa
Angola
Anguilla
Bangladesh
Belarus
Benin
Bolivia
Botswana
Burkina Faso
Burma / Myanmar
Burundi
Cabo Verde / Cape Verde
Cambodia
Cameroon
Central African Republic
Chad
Comoros (the Union of the Comoros)
Congo
Côte d’Ivoire / Côte d’Ivoire (Ivory Coast)
Democratic People’s Republic of Korea (DPRK / North Korea)
Democratic Republic of the Congo
Djibouti
Equatorial Guinea
Eritrea
Eswatini (Swaziland)
Gabon
Gambia
Ghana
Guam
Guinea
Guinea-Bissau
Guyana
Haiti
Iran
Iraq
Jordan
Kiribati
Laos (Lao People’s Democratic Republic)
Lebanon
Liberia
Libya
Macao
Malawi
Mali
Mauritania
Micronesia (Federated States of)
Mongolia
Mozambique
Namibia
Nicaragua
Niger
Northern Mariana Islands
Occupied Regions of Ukraine (including Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhia regions)
Pakistan
Palau
Palestine
Papua New Guinea
Reunion
Russian Federation
Samoa
Sao Tome and Principe
Serbia
Sierra Leone
Somalia
South Ossetia
South Sudan
Sri Lanka
Sudan
Syria
Tanzania
Timor-Leste
Togo
Tonga
Trinidad and Tobago
Tunisia
Turkey
Turkmenistan
Tuvalu
Uganda
United States Minor Outlying Islands
US Virgin Islands
Venezuela
Western Sahara
Yemen
Zambia
Zimbabwe
In addition to the Restricted Territories listed above, the Services are not directed at residents of the European Union or the European Economic Area. EU/EEA residents may access the Services only on their own exclusive initiative as described in Section 4.9. The Company reserves the right to add EU or EEA member states to the Restricted Territories list at any time at its sole discretion.
12.3. The Company reserves the right to block access to the Services from any Restricted Location and to take such other actions as may be necessary to comply with applicable sanctions and economic measures.
12.4. The Company may also restrict Services in certain jurisdictions based on its own risk assessment, including without limitation jurisdictions with insufficient AML/CFT frameworks, jurisdictions subject to FATF calls for action, or jurisdictions where the Company cannot reasonably comply with local regulatory requirements.
12.5. This list of Restricted Locations may be expanded or updated at the Company’s sole discretion in light of changes in applicable laws, regulatory guidance, geopolitical risk, or the Company’s internal risk appetite. The User bears sole responsibility for ensuring that their access to and use of the Services does not contravene any applicable sanctions or regulatory restrictions.
13. Prohibited Business
13.1. Company strictly forbids the use of its Services for any activity, business, or transaction involving the following products, services, or practices:
alcoholic beverages, where the Merchant does not hold all required provincial and territorial licences and permits for the lawful sale and distribution of such products;
cigarettes and tobacco products, except where the Merchant holds all required licences and complies with applicable federal and provincial tobacco control laws;
cannabis and cannabis products, except where the Merchant holds a valid licence under the Cannabis Act (Canada) and all applicable provincial and territorial laws and uses the Services only for activities expressly permitted under such licences. Nothing in this Section permits any activity that would violate applicable cannabis laws or regulations;
illegal narcotic substances, controlled substances, and precursors, including any substance prohibited under the Controlled Drugs and Substances Act (Canada);
pornographic materials, child sexual abuse material, escort services, and prostitution services, including any sexually explicit material involving minors, which is strictly prohibited under the Criminal Code (Canada);
prescription drugs, unlicensed pharmaceutical products, and unlicensed natural health products, except where the Merchant holds all required licences under the Food and Drugs Act (Canada) and associated regulations;
stolen, fraudulently obtained, or unlawfully obtained goods;
items posing a danger to life and health, including goods that fail to meet applicable Canadian safety standards under the Canada Consumer Product Safety Act;
non-existent goods or services, including advance-fee schemes, phantom inventory, or any fraudulent offering;
human organs, human remains, and animal organs or remains, except as may be permitted under applicable law for legitimate medical, educational, or scientific purposes;
surreptitious observation devices, including any device the primary purpose of which is to secretly observe or record individuals, where such use would violate the Criminal Code (Canada) or applicable privacy laws;
government-issued medals, decorations, honors, personal identification documents, and official forms, where the sale or transfer is not authorized by the issuing authority;
cultural property as defined under the Cultural Property Export and Import Act (Canada), including objects of historical or artistic significance whose export is restricted;
firearms, prohibited weapons, prohibited devices, and ammunition as classified under the Criminal Code (Canada) and the Firearms Act (Canada), including any parts, components, or accessories designed exclusively for such items;
precious metals and precious stones in raw, bullion, or loose form, except where the Merchant holds all required registrations and complies with applicable AML/ATF reporting requirements under the applicable law;
counterfeit currency, forged financial instruments, and counterfeit currency values, as prohibited under the Criminal Code (Canada);
rare, endangered, or protected species, including any animal or plant listed under the Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES) or regulated under the Wild Animal and Plant Protection and Regulation of International and Interprovincial Trade Act (Canada);
any other goods or services the sale, purchase, or exchange of which is prohibited by applicable Canadian federal or provincial law.
13.2. This list is not exhaustive and may be updated at any time at the Company’s sole discretion.
13.3. Any attempt to breach these restrictions will be considered a material violation of the Terms and may result in immediate termination of access, blocking or rejection of transactions, and reporting to the competent authorities. The Company reserves the right to delay processing any transaction pending the outcome of enhanced due diligence if a sanctions alert is triggered.
14. Complaints Handling
14.1. The Company maintains a complaints handling process to address concerns raised by Users regarding the provision of Services, including technical issues, transaction processing, access restrictions, or any other actions or omissions by the Service.
14.2. Any complaint shall be submitted in writing to the Company’s contact E-mail address specified on the Website or via another official communication channel made available by the Service. The complaint should contain at least the full name of User and contact details, a clear description of the issue, the relevant date and time, any previous correspondence with the Service on the matter, and, where applicable, supporting documentation.
14.3. The Company will acknowledge receipt of the complaint within 5 (five) business days from its submission and will use reasonable efforts to resolve the complaint within thirty (30) calendar days.
14.4. If the Company requires additional information to process the complaint, it will notify the User and the timeline will be extended accordingly.
14.5. The Company will provide a written response to the complaint setting out the outcome and, where applicable, the reasons for any decision made.
14.6. If the User wishes to report an alleged regulatory non-compliance matter or if a consumer transaction dispute cannot be resolved internally, the User may direct inquiries or reports to the applicable body, which may include:
Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) solely for systemic matters related to the Company's AML/ATF obligations;
Consumer Protection BC for matters related to consumer transactions under the Business Practices and Consumer Protection Act (British Columbia);
Office of the Privacy Commissioner of Canada or the Office of the Information and Privacy Commissioner for British Columbia for privacy-related complaints under PIPEDA or PIPA (British Columbia);
The courts of the Province of British Columbia in accordance with Section 22.
14.7. More details about the complaint handling procedure are described in our Complaint Policy.
15. Service Availability
15.1. The Company endeavours to provide continuous and uninterrupted access to the Services. However, the User acknowledges that the Services may be temporarily unavailable due to technical maintenance, emergency repairs, or other events beyond the Company's reasonable control. The Company does not guarantee uninterrupted (100%) availability of the Services.
15.2. The Company will use reasonable efforts to maintain the availability of the Services, subject to scheduled maintenance, emergency repairs, and circumstances beyond the Company's reasonable control.
15.3. Where the Services are to be unavailable due to scheduled maintenance, the Company will use commercially reasonable efforts to notify Users in advance. The Company shall not be liable for any losses incurred by the User arising from the unavailability of the Services, regardless of whether advance notice was provided, except as otherwise provided in Clause 15.5.
15.4. The Company is not obligated to maintain the availability of the Services where an event or circumstance occurs that is:
extraordinary and unpredictable;
beyond the normal means of prevention with due care; and
independent of the Company's will, including, without limitation, severe cyberattacks, natural disasters, acts of war or terrorism, public health emergencies, and government actions (each a “Force Majeure Event”).
15.5. To the maximum extent permitted by applicable law, including the Business Practices and Consumer Protection Act (British Columbia), the Company shall not be liable for any losses incurred by the User due to the unavailability of the Services, except where such losses result from the Company's:
gross negligence;
fraud; or
wilful misconduct.
Nothing in this Section limits any statutory rights or remedies available to a consumer under applicable law that cannot be contractually excluded or limited.
16. Disclaimer
16.1. The Services on the Website are provided on an "as-is" and "as available" basis, without any warranty or condition of any kind, whether express, implied, or statutory, except to the extent that such warranties cannot be excluded under applicable law. Without limiting the generality of the foregoing, the Company disclaims all implied warranties and conditions of merchantability, fitness for a particular purpose, durability, title, and non-infringement.
16.2. The Company does not warrant that:
The Services will meet the User's specific requirements;
The Services will be uninterrupted, timely, secure, or error-free;
The results obtained from the use of the Services will be accurate or reliable;
Any errors in the Services will be corrected; or
The Platform will be compatible with any specific software, hardware, or equipment used by the User.
16.3. The User acknowledges and agrees that:
Virtual Currency is not legal tender in Canada (unless specifically issued as such by the Bank of Canada) and is not backed by the Government of Canada or any other government;
the Company does not guarantee the value, liquidity, or continued availability of any Virtual Currency;
the value of Virtual Currency can be highly volatile and there is a risk of total loss; and
the Company does not provide investment, legal, or tax advice, and any information provided on the Website or through the Services is for informational purposes only and does not constitute professional advice.
16.4. To the maximum extent permitted by applicable law, in no event shall the Company or any of its affiliates, shareholders, owners, members, directors, officers, employees, representatives, agents, suppliers, or contractors be liable for any incidental, indirect, special, consequential, exemplary, or punitive damages or liabilities (including, but not limited to, loss of data, revenue, profit, goodwill, or business interruption) arising out of or in connection with:
the use of or inability to use the Services, Platform, or any related product;
the operation or non-operation of the Services;
loss of data, Platform inaccessibility, downtime, loss of reputation, or missed opportunities;
any information or Data obtained through the Services; or
any other matter relating to the Services,
whether such liability arises in contract, tort (including negligence), strict liability, or otherwise, even if the Company has been advised of the possibility of such damages.
16.5. Notwithstanding anything to the contrary in this Section 16, to the maximum extent permitted by applicable law, any aggregate liability of the Company (including its affiliates and representatives) for all claims arising out of or in connection with this Agreement or the use of the Services shall not exceed the total amount of Fees paid by the User to the Company under this Agreement during the twelve (12) months immediately preceding the event giving rise to such claim. This limitation shall not apply where prohibited by applicable consumer protection laws.
16.6. Nothing in this Section 16 excludes or limits the Company's liability for gross negligence, fraud or fraudulent misrepresentation, wilful misconduct, or any other liability that cannot be excluded or limited under applicable law.
16.10. Nothing in this Section 16 excludes or limits any liability that cannot be excluded or limited under applicable law, including the Business Practices and Consumer Protection Act (British Columbia). To the extent of any conflict between this Section 16 and such consumer protection legislation, the legislation shall prevail.
17. Financial Risk
17.1. The User acknowledges that Virtual Currency transactions involve significant financial risk and that past performance of any Virtual Currency does not guarantee future results.
17.2. The Company does not guarantee any specific exchange rate, return, or profit from the use of the Services.
17.3. Virtual Currencies routed through the Platform or held in a User's external digital wallet are not legal tender in Canada and are not covered by the Canada Deposit Insurance Corporation (CDIC) or any other public or private deposit insurance scheme.
17.4. The User is solely responsible for determining whether Virtual Currency transactions are appropriate given their financial situation and risk tolerance.
17.5. The Canada Revenue Agency (CRA) generally treats Virtual Currency as a commodity for income tax purposes. Transactions involving Virtual Currency may have tax consequences. The User should consult a qualified tax advisor regarding their specific circumstances.
18. Personal Data
18.1. The Company collects, uses, discloses, and retains personal information in accordance with its Privacy Policy and applicable Canadian privacy laws, including PIPEDA and PIPA (British Columbia).
18.2. The Company may collect personal information for the following purposes:
To verify the User's identity and conduct due diligence as required under the PCMLTFA;
To provide, maintain, and improve the Services;
To communicate with the User regarding their Account and the Services;
To comply with legal and regulatory obligations, including reporting to FINTRAC and other competent authorities.
18.3. The Company retains personal information for the period required under the PCMLTFA and other applicable laws, and in accordance with its data retention policies.
18.4. The User has the right to access and request correction of their personal information in accordance with applicable privacy legislation.
18.5. The Company may disclose personal information to third-party service providers, payment processors, and regulatory authorities as required to provide the Services or comply with legal obligations.
18.6. Where personal information is transferred outside Canada for processing (including to FinSeven CZ s.r.o. in Czech Republic), the Company relies on appropriate data transfer mechanisms and contractual safeguards in accordance with PIPEDA.
19. Intellectual Property
19.1. All intellectual property rights in and to the Services and the Website, including but not limited to copyrights, trademarks, patents, service marks, trade names, software code, icons, logos, symbols, layouts, trade secrets, colour schemes, graphics, user interface design, and all related documentation, are owned by the Company or its licensors and are protected by the Copyright Act (Canada), the Trademarks Act (Canada), and applicable international intellectual property treaties. Nothing in this Agreement grants the User any ownership rights in such intellectual property.
19.2. Subject to the terms and conditions of this Agreement, the Company grants the User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the intellectual property of the Company solely for the User's personal, non-commercial use in accordance with this Agreement.
19.3. Except as expressly permitted under this Agreement, the User shall not, and shall not permit any third party to:
copy, reproduce, modify, alter, adapt, translate, or create derivative works from any part of the Services or Website;
distribute, publicly display, publicly perform, or otherwise communicate to the public any part of the Services or Website;
sell, license, rent, lease, or otherwise commercially exploit any part of the Services or Website; or
reverse engineer, decompile, or disassemble any software component of the Services.
19.4. The license granted under Clause 19.2 will automatically terminate, without notice, if the Company suspends or terminates the User's access to the Services for any reason in accordance with this Agreement. Upon termination, the User must immediately cease all use of the Company's intellectual property and destroy any copies in their possession.
19.5. If the User provides any suggestions, ideas, enhancement requests, feedback, or other recommendations (“Feedback”) to the Company regarding the Services, the User grants the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose, without any obligation of compensation or attribution to the User. The User represents and warrants that they have all necessary rights to grant this license.
19.6. If the User uploads, posts, or otherwise makes available any content to the Services ("User Content"), the User retains all ownership rights in such User Content. The User grants the Company a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, store, display, distribute, and perform such User Content solely to the extent necessary to operate, provide, improve, and promote the Services, in accordance with applicable privacy laws. This license continues for as long as the User Content remains on the Services. The User represents and warrants that they own or have all necessary rights to the User Content and that it does not infringe the intellectual property rights of any third party.
20. Third-Party Platforms
20.1. The Services may integrate with or rely upon third-party platforms, payment processors, and service providers, including without limitation licensed external exchange venues and fiat payment processors (such as WhiteBit and Guardarian).
20.2. The Company is not responsible for the performance, availability, or security of any third-party service. The User's use of any third-party service is subject to that third party's own terms and conditions.
20.3. The Company does not endorse or make any representation or warranty regarding any third-party service.
21. Communication
21.1. By using the Services, the User consents to receive communications from the Company electronically. Such communications may be delivered through in-platform notifications accessible upon logging into the Services or by email sent to the email address provided by the User. The User agrees to regularly monitor their email account for communications from the Company.
21.2. The Company is not responsible for communications sent to an email address that the User has provided incorrectly or that is no longer active. The Company shall not be liable for any failure by the User to receive communications sent to the email address on file.
21.3. The User may contact the Company electronically through the tools available on the Platform or by email at [email protected]. A communication sent by the User to the Company is deemed to be received when the Company acknowledges receipt of such communication. A communication sent by the Company to the User is deemed to be received when sent to the email address provided by the User, regardless of whether the User actually reads or retrieves it, in accordance with the Electronic Transactions Act (British Columbia).
22. Governing Law and Dispute Resolution
22.1. These Terms and the relationship between the User and the Company shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.
22.2. The Parties attorn to the exclusive jurisdiction of the courts of the Province of British Columbia, Vancouver, British Columbia, provided that nothing in this Section 22.2 prevents the User from exercising their statutory rights under the Business Practices and Consumer Protection Act (British Columbia), including the right to bring proceedings in the province of their residence.
22.3. Before initiating any legal proceedings, the Parties agree to attempt to resolve the dispute through good-faith negotiations. Either Party may initiate negotiations by providing written notice to the other Party describing the dispute. If the dispute is not resolved within thirty (30) calendar days of such notice, either Party may proceed to court. This Clause 22.3 does not apply to applications for injunctive or equitable relief.
22.4. Nothing in this Section 22 limits or excludes any rights or protections available to consumers under the Business Practices and Consumer Protection Act (British Columbia) or any other applicable consumer protection legislation.
22.5. To the maximum extent permitted under applicable law, each Merchant User explicitly agrees that any dispute arising out of or relating to these Terms or the Services shall be resolved strictly on an individual basis, and the Merchant waives any right to initiate, join, or participate as a plaintiff or class member in any class, collective, or representative action against the Company. Nothing in this subsection limits, excludes, or modifies any statutory consumer rights or protections available under the Business Practices and Consumer Protection Act (British Columbia).
23. Force Majeure
23.1. The Company shall not be held liable for any delay or failure to perform its obligations under these Terms of Use if such delay or failure results from an event or circumstance that is beyond its reasonable control (a “Force Majeure Events”). Force Majeure Events include, but are not limited to: acts of God, floods, earthquakes, or other natural disasters; war, terrorism, civil unrest, or public health emergencies, including epidemics and pandemics; strikes, lockouts, or other labour disputes; power outages, internet or telecommunications failures, or other utility interruptions; acts of government or regulatory authorities, including embargoes, sanctions, or new legislation; and blockchain network malfunctions, including forks, consensus failures, or network congestion.
23.2. Upon becoming aware of a Force Majeure Event, the Company shall:
promptly notify the User in writing of the nature and expected duration of the Force Majeure Event;
take commercially reasonable steps to mitigate the effects of the Force Majeure Event; and
resume performance of its affected obligations as soon as reasonably practicable.
During the period of the Force Majeure Event, the performance of the affected obligations shall be suspended without liability.
23.3. If a Force Majeure Event continues for more than thirty (30) consecutive calendar days, either Party may terminate the affected services by providing written notice to the other Party. Such termination shall not give rise to any liability for damages resulting solely from such termination; however, any prepaid fees for services not yet rendered during the Force Majeure period shall be refunded to the User on a pro-rata basis.
24. Final Provisions
24.1. These Terms, together with the Privacy Policy, Cookies Policy, and Anti-Money Laundering and Counter-Terrorist Financing Policy, constitute the entire agreement between the User and the Company regarding the use of the Services and supersede any prior agreements or understandings.
24.2. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall continue in full force and effect.
24.3. The User may not assign or transfer any rights or obligations under these Terms without the Company's prior written consent. The Company may assign or transfer these Terms, in whole or in part, upon providing notice to the User.
24.4. The Company reserves the right to amend these Terms at any time. The Company will notify Users of material amendments by posting the updated Terms on the Website and, where appropriate, by email or in-Platform notification, not less than thirty (30) calendar days before the changes take effect. Continued use of the Services after the effective date of the amendments constitutes acceptance of the amended Terms. For non-material changes (including changes required by law), the Company may implement such changes with shorter notice or without prior notice as necessary.
24.5. Any notice required or permitted under these Terms shall be in writing and shall be deemed given: (a) when delivered by email to the User's registered email address; (b) when posted on the Website; or (c) when delivered by courier or registered mail to the Company's registered office.
24.6. These Terms are provided in English. Any translation is for convenience only, and the English version shall prevail in the event of any inconsistency.
24.7. All inquiries, notices, and complaints may be directed to the Company using the contact E-mail address at [email protected]. Any electronic message is considered delivered once We confirm its receipt.
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