1. Definitions and Interpretation

In these Terms, the following expressions have the meanings set out below unless the context requires otherwise.

Account: The client profile, payment account, ledger account, wallet view or other account functionality made available to a Client through the Services.

Applicable Law: All laws, regulations, regulatory guidance, orders, sanctions measures, payment network rules and lawful requests applicable to the Company, the Client, a transaction or the Services.

Client: A legal entity, including a corporation, partnership, trust, association or other organisation (Corporate Client), or a natural person (Individual Client), that applies for, accesses or uses the Services. Where the context requires, a Client also includes an authorised user, director, officer, beneficial owner, representative or other person acting on behalf of a Client.

Business Client: A Client that uses or applies for the Services primarily for business, commercial, professional, corporate or organisational purposes.

Consumer Client: An Individual Client who uses or applies for the Services primarily for personal, family or household purposes, to the extent that the individual is protected by applicable consumer protection law.

Company, TERALEX, we, us or our: TERALEX PAY LIMITED, a company incorporated in Canada, registration number BC1536949, with office address at 5307 Victoria Drive #787, Vancouver, BC V5P 3V6, Canada, and, where applicable, its officers, employees, contractors and service providers acting in connection with the Services.

Fiat Currency: Government-issued currency supported by the Company and made available through the Services.

Safeguarded Funds: Fiat Currency or other end-user funds that the Company is required to safeguard or protect under Applicable Law or under the safeguarding arrangements applicable to a particular product or Service.

Instruction: A request, order or instruction submitted by a Client to open an Account, execute a transaction, convert assets, transfer funds or virtual currency, or otherwise use the Services.

Services: The account access, fiat payment, fiat account, virtual currency, exchange, client portal, support and related functionality made available by the Company, subject to approval, availability and Applicable Law.

Third-Party Provider: A bank, payment institution, virtual currency infrastructure provider, know your client provider, screening provider, cloud provider, communication provider, liquidity provider, custodian or other third-party provider used in connection with the Services.

Virtual Currency: A digital representation of value that can be used for payment or investment purposes and that is not Fiat Currency, including crypto-assets supported by the Company and made available through the Services.

Headings are for convenience only and do not affect interpretation. References to law include amendments, replacements and implementing rules. References to the singular include the plural and references to the plural include the singular where the context permits.

2. Acceptance of These Terms

By applying for an Account, accessing the website or client portal, submitting onboarding information, giving an Instruction, confirming a transaction, using any Service or otherwise indicating acceptance, the Client agrees to be bound by these Terms. If a person accepts these Terms on behalf of a Corporate Client, that person confirms that they are authorised to bind that Corporate Client.

The Company may require separate acceptance of additional product terms, fee schedules, risk notices, service notices, partner terms or operational instructions. If there is an inconsistency, the more specific document applies to the relevant product or transaction, unless it states otherwise.

3. Regulatory Status and Important Limitations

The Company is a Canadian company registered with the Financial Transactions and Reports Analysis Centre of Canada as a Money Services Business under Proceeds of Crime (Money Laundering) and Terrorist Financing Act. The Services are subject to Canadian anti-money laundering, counter-terrorist financing, sanctions, privacy and other legal requirements. Where the scope of the Services constitutes retail payment activities, the Services may also be subject to the Retail Payment Activities Act and applicable Bank of Canada registration and supervisory requirements.

The Company is not a bank, trust company, credit union or deposit-taking institution. Unless expressly stated in the Regulatory Disclosures or another written notice issued by the Company, Account balances and Virtual Currency are not deposits, are not insured by a deposit insurance scheme and may be held, processed, safeguarded or made available through Third-Party Providers.

The availability of any payment rail, currency, Virtual Currency, wallet functionality, exchange feature or other Service depends on Applicable Law, internal risk controls, liquidity, network availability and Third-Party Provider capacity.

Registration, licensing, filing or reporting status of the Company does not mean that any regulator, government authority, bank, payment partner or Third-Party Provider guarantees the Services, guarantees the financial soundness of the Company, guarantees any Client balance, endorses any transaction or assumes responsibility for the Company's obligations.

4. Eligibility and Client Representations

The Services are available only to Clients approved by the Company. The Company may refuse onboarding or restrict access where the Client, the Client's jurisdiction, the requested product, the source of funds, the expected activity, the ownership structure or the transaction profile does not meet the Company's legal, risk or operational requirements.

Each Client represents on a continuing basis that:

• All information provided to the Company is complete, accurate and not misleading;
• the Client has legal capacity and authority to use the Services;
• the Client is not subject to sanctions and is not acting on behalf of a sanctioned person or entity;
• the Client will use the Services only for lawful purposes and for its own account or as otherwise disclosed to and approved by the Company;
• funds and Virtual Currency used in connection with the Services are not derived from illegal activity;
• the Client will promptly notify the Company of any change to its identity, ownership, control, authorised users, business activity, contact details, tax status, jurisdictional exposure or expected transaction profile.

5. Account Opening and Onboarding

Account opening is subject to completion of the Company's onboarding, due diligence and approval process. The Company may request personal information, corporate documents, ownership information, identification documents, source of funds information, source of wealth information, tax information, bank account information, wallet information and any other information reasonably required to assess the Client and the requested Services.

For a Corporate Client, the Company may require information regarding directors, officers, authorised representatives, authorised users, beneficial owners, ownership and control structure, nature of business, expected activity, jurisdictions of operation, counterparties and supporting documents. The Company may reject an application if beneficial ownership, control, authority, source of funds, source of wealth or the purpose and nature of the relationship cannot be sufficiently established.

For an Individual Client, the Company may require identification information, proof of address, source of funds information, source of wealth information, account information, wallet information and other information reasonably required for identity verification, risk assessment and compliance purposes.

The Company may use Third-Party Providers to support identity verification, document verification, business verification, sanctions screening, politically exposed person screening, head of international organisation screening, adverse media screening, fraud checks, blockchain analytics and risk scoring. Use of a Third-Party Provider does not prevent the Company from requesting additional information or conducting manual review.

6. Account Access, Security and Authorised Users

The Client is responsible for maintaining the security of login credentials, authentication devices, two-factor authentication methods, authorised user permissions, application programming interface credentials and any other access method. The Company may treat any Instruction submitted using valid credentials as authorised unless it has received and had reasonable time to act on a notice of compromise.

The Client must immediately notify the Company of suspected unauthorised access, loss of credentials, fraud, malware, account takeover, unauthorised Instruction, compromised device or any other security incident. The Company may suspend access, require re-authentication, reset credentials, disable application programming interface access or restrict transactions where it considers this necessary to protect the Client, the Company, other Clients, Third-Party Providers or the integrity of the Services.

7. Fiat Accounts and Payment Services

Subject to approval, the Company may provide access to Fiat Currency account functionality, payment accounts, ledger balances, internal transfers, supported payment rails, statements, payment templates, transaction history and related payment services. Supported payment rails may include SEPA transfers, SWIFT transfers, internal transfers or other methods made available through the Services.

A displayed balance may represent a ledger balance or payment account position rather than a bank deposit directly held with the Company. Settlement timing, availability, cut-off times, fees, returns, reversals, chargebacks, recalls and rejection rules may depend on the relevant payment rail, currency, bank, payment partner and Applicable Law.

Where the Company holds or is treated as holding end-user funds for a Client under Applicable Law, those funds will be handled in accordance with the safeguarding arrangements required for the relevant product and legal regime. Such arrangements may include trust accounts, segregated accounts, safeguarded accounts, third-party banks, payment institutions, custodians, insurers, guarantors or other permitted service providers. Unless expressly stated otherwise, safeguarding does not make the Company a bank, trust company, credit union or deposit-taking institution and does not create deposit insurance.

To the extent required by Applicable Law or the applicable safeguarding arrangement, Safeguarded Funds will be kept separate from the Company's own operating funds and will not be used for the Company's general business expenses. Any deduction, withholding, return, set-off or other dealing with Safeguarded Funds is subject to Section 13, Section 18, Applicable Law and the specific product terms.

The Company safeguards end-user funds pursuant to section 20(1)(c) of the Retail Payment Activities Act by maintaining insurance arrangements that cover those funds. End-user funds held by the Company are maintained in a dedicated account with a qualifying financial institution, kept separate from the Company's own operating funds and not used for the Company's general business expenses. Further details of the applicable safeguarding arrangements may be provided in a Safeguarding Disclosure Notice or other client communication issued by the Company.

The Company may refuse, delay, reverse where possible, cancel or return a Fiat Currency transaction where information is incomplete, a payment instruction is unclear, the transaction is prohibited, a Third-Party Provider rejects the transaction, a compliance review is required, there is suspected fraud, there is insufficient balance, a limit is exceeded, or Applicable Law requires or permits the Company to do so.

8. Virtual Currency Services

Subject to approval and availability, the Company may provide access to Virtual Currency services, including balance visibility, exchange requests, transfer requests, supported wallet functionality, external wallet transfers, internal transfer views, statements and transaction history. Virtual Currency services may be provided through one or more Third-Party Providers that operate wallet infrastructure, custody infrastructure, execution infrastructure, blockchain analytics, liquidity, settlement or reporting tools.

Unless expressly stated otherwise in product terms, where supported Virtual Currency is credited to a Client Account or wallet view, the relevant records are intended to reflect the Client's beneficial interest, entitlement or contractual claim in respect of that Virtual Currency, subject to Applicable Law, network rules, Third-Party Provider arrangements and product terms.

The Company will not lend, pledge, rehypothecate, stake, use for margin, transfer for its own account or otherwise use Client Virtual Currency for the Company's own benefit unless this is expressly agreed with the Client, disclosed in the applicable product terms and permitted by Applicable Law.

The Company may determine which Virtual Currencies, networks, wallet types, transaction types and jurisdictions are supported. The Company may add, remove, suspend or restrict any Virtual Currency or network where required by risk controls, security considerations, market conditions, Third-Party Provider limitations, network events or Applicable Law.

The Company may require pre-approval of wallet addresses, enhanced verification, source of funds information, source of Virtual Currency information, transaction purpose information, beneficiary information or additional compliance checks before executing or enabling a Virtual Currency transaction. The Company may reject or delay transactions involving unsupported wallets, high-risk wallets, sanctioned addresses, mixers, anonymity-enhancing services, darknet exposure, fraud indicators, incomplete Travel Rule information or other risk factors.

Where the Company provides Virtual Currency exchange or transfer services, the Company acts as principal in Virtual Currency transactions. The Company purchases Virtual Currency from institutional liquidity providers and sells it to Clients. The Client's counterparty in a Virtual Currency transaction is the Company, not the underlying liquidity provider or exchange venue.

Each Client approved for Virtual Currency services may be assigned an individual deposit wallet address for the purpose of receiving incoming Virtual Currency transfers into the Client Account. Individual deposit wallets are used for incoming transfers only. Virtual Currency received into a deposit wallet is transferred, no less frequently than daily, to a pooled omnibus wallet maintained by the Company (Omnibus Wallet). The Omnibus Wallet is controlled and managed by the Company and holds Virtual Currency belonging to all Clients collectively, segregated by token type, so that each supported Virtual Currency is maintained in a separate pool. The Client's balance in the relevant pool reflects the Client's proportional beneficial interest, entitlement or contractual claim in that token-specific Omnibus Wallet, and not a claim to any specific units of Virtual Currency. All outgoing Virtual Currency transfers and exchange transactions are executed from the Omnibus Wallet. Clients do not have direct outgoing transfer access from individual deposit wallets.

The Company uses a qualified third-party provider as its primary custody and wallet infrastructure provider, and a dedicated blockchain analytics provider integrated with the Company's custody infrastructure. Transaction monitoring is performed through the Company's internal compliance systems. The Company may add, replace or supplement Third-Party Providers for custody or analytics from time to time, subject to Section 25 (Service Availability and Changes).

9. Partner Infrastructure and Execution of Virtual Currency Transactions

Certain Virtual Currency services may be executed, held, processed, settled or recorded through Third-Party Providers. The Client acknowledges that the Company may rely on Third-Party Providers for wallet infrastructure, private key management, blockchain transaction execution, exchange execution, blockchain analytics, transaction reports, Travel Rule information, custody infrastructure and operational support.

Where a Third-Party Provider holds, records or controls Virtual Currency or private keys, the Company may rely on that provider's custody, wallet, reporting and security arrangements. The Company will seek to maintain or obtain information reasonably required for client records, account reconciliation, transaction review, complaints, audit, regulatory requests and evidence of client entitlement, subject to the relevant provider arrangement and Applicable Law.

The Company remains responsible for its own compliance decisions and client relationship controls, but it does not guarantee that a Third-Party Provider, blockchain network, exchange venue, wallet infrastructure or liquidity source will be continuously available, error-free or able to execute a transaction within a specific time. The Company may delay or reject a transaction if required information is not available from the Client or a Third-Party Provider.

10. Virtual Currency Risk Disclosure

Virtual Currency involves material risks. By using Virtual Currency services, the Client acknowledges and accepts the following risks:

• The value of Virtual Currency can be highly volatile and may decrease substantially or become worthless;
• Virtual Currency transactions may be irreversible once broadcast to a blockchain network;
• network congestion, forks, protocol changes, validator behaviour, miner behaviour, smart contract failures or technical events may delay, fail or change the outcome of a transaction;
• network fees, exchange spreads and execution prices may change rapidly;
• loss of access to wallets, incorrect wallet addresses, unsupported networks or incompatible tokens may result in permanent loss;
• transactions involving high-risk wallets, sanctioned exposure, mixers, anonymity-enhancing services or illicit activity indicators may be rejected, frozen, reported or otherwise restricted;
• Virtual Currency is not legal tender and may not be covered by investor protection, deposit insurance or compensation schemes;
• regulatory changes may affect the availability, transferability, value or legality of Virtual Currency services;
• Client Virtual Currency is held in an Omnibus Wallet maintained by the Company, segregated by token type. The Client holds a proportional claim against the relevant token pool and not a claim to any specific units of Virtual Currency. In the event of loss, theft, security breach, technical failure, insolvency or any other event affecting the Omnibus Wallet or token pool, resulting losses may be shared proportionally across all Clients holding a claim against that pool;
• The Company acts as principal in Virtual Currency transactions. The Client is exposed to the credit, operational and insolvency risk of the Company as counterparty, in addition to the risks of the underlying blockchain network, custody infrastructure and liquidity providers;
• The Company relies on third-party custody infrastructure for the storage, transfer and management of Client Virtual Currency. The Company's ability to hold, transfer or return Virtual Currency depends in part on the availability, security and operational continuity of that third-party custody infrastructure provider.

The Client is solely responsible for confirming that wallet addresses, networks, beneficiary details, transaction amounts and Instructions are complete and accurate before submitting an Instruction.

11. Exchange, Conversion and Pricing

The Company may provide Fiat Currency conversion, Virtual Currency conversion, Fiat Currency to Virtual Currency conversion, Virtual Currency to Fiat Currency conversion and Virtual Currency to Virtual Currency conversion, subject to availability and approval. Exchange rates, spreads, network fees and other charges may be displayed in the client portal, transaction screen, fee information or other notice before confirmation.

Any price, rate, spread or fee shown before confirmation may be indicative and may be subject to expiration, market movement, liquidity, network fees, Third-Party Provider availability and compliance review. A quote becomes binding only when it is expressly confirmed as final and accepted within the stated validity period, unless a manifest error, technical error, legal restriction, failed compliance check, insufficient balance or other condition disclosed at the time of quoting applies.

After a quote has been confirmed and accepted, the Company will not unilaterally re-price the transaction except where necessary because of manifest error, failed settlement, failed or delayed payment, blockchain or network failure, Third-Party Provider rejection, Applicable Law, sanctions, fraud, compliance review or another event outside the Company's reasonable control that makes execution on the confirmed terms unavailable or unlawful.

Where a re-quote or amended price is required before execution, the Company will, where reasonably practicable and permitted by Applicable Law, present the revised quote to the Client for acceptance or allow the Client to cancel the Instruction. This does not apply where the transaction has already been executed, submitted to a payment network, submitted to a blockchain network, or cannot be cancelled or reversed.

12. Instructions, Execution and Transaction Finality

The Company may act on any Instruction that appears to have been submitted through the Client's Account or authorised channel. The Company is not required to process an Instruction until it has received all required information, completed relevant checks, confirmed available balance and accepted the Instruction for processing.

The Company may apply cut-off times, settlement windows, minimum amounts, maximum amounts, transaction limits, velocity limits, risk limits, beneficiary approval requirements and other operational controls. The Company may change such limits where required for legal, risk, operational, security or partner-related reasons.

An Instruction may not be cancellable once accepted, processed, submitted to a payment network, submitted to a blockchain network, sent to a Third-Party Provider or otherwise executed. The Company may use reasonable efforts to assist with a recall or cancellation where available, but it does not guarantee recovery.

13. Fees, Charges and Limits

The Client must pay all fees, spreads, network fees, transaction fees, account fees, partner charges, taxes and other amounts applicable to the Services. Fees may be displayed in the client portal, transaction confirmation, fee schedule, invoice or other notice.

The Client authorises the Company to deduct fees and charges from available balances or other amounts payable to the Client only where permitted by Applicable Law and the applicable product terms. Such deduction is not intended to operate as a general right of set-off against Safeguarded Funds or protected client assets where such set-off is prohibited by Applicable Law or the applicable safeguarding arrangement.

If a balance includes Safeguarded Funds, the Company may deduct agreed fees, charges, negative balances or costs from that balance only to the extent that the deduction is permitted by Applicable Law, disclosed in the applicable terms or fee schedule, and does not compromise any mandatory safeguarding obligation.

The Company may establish and change limits for Accounts, transfers, conversions, wallet activity, internal transfers, deposits, withdrawals, fiat payment rails, Virtual Currency transactions and any other Service. Limits may be based on the Client risk profile, verification status, product type, account history, transaction history, jurisdiction, Third-Party Provider limits and Applicable Law.

14. Compliance, AML, KYC and KYB Notice

The Company is required to comply with anti-money laundering, counter-terrorist financing, sanctions, fraud prevention, tax, payment services, privacy and other legal obligations. The Company may conduct onboarding checks, ongoing monitoring, periodic review, transaction monitoring, sanctions screening, politically exposed person screening, head of international organisation screening, adverse media screening, source of funds review, source of wealth review, blockchain analytics and other compliance checks.

The Client must provide all information and documents requested by the Company within the timeframe specified. The Company may request additional information before or after opening an Account, before or after executing a transaction, during periodic review, in response to a compliance alert, or following a request from a Third-Party Provider, regulator, law enforcement authority, court, bank or payment partner.

The Company may refuse onboarding, delay a transaction, suspend access, block an Account, freeze a balance, restrict a wallet, reject an Instruction, close an Account or terminate the relationship where information is incomplete, verification fails, risk is unacceptable, a sanctions or fraud concern exists, a transaction is unusual, Travel Rule information is missing, a Client refuses to provide information, or the Company is otherwise required or permitted to act under Applicable Law.

The Company may be restricted by law from disclosing the reason for a delay, refusal, suspension, block, freeze, report or investigation. Nothing in these Terms requires the Company to disclose information where disclosure may breach Applicable Law, compromise an investigation, facilitate evasion of controls or create a tipping-off risk.

15. Travel Rule and Information Accompanying Transfers

For certain electronic funds transfers and Virtual Currency transfers, Applicable Law may require information about the originator and beneficiary to accompany the transfer or be obtained and retained by the Company. This may include name, address, account number, reference number, wallet address, transaction hash, network, transaction identifier and other information relevant to the transaction.

The Client must provide accurate and complete information regarding the originator, beneficiary, wallet, account, purpose of transaction, source of funds and any other information requested by the Company. The Company may delay, reject, suspend or further review a transfer if required Travel Rule information is missing, incomplete, inconsistent or cannot be verified.

The Client acknowledges that the Company may collect, use, retain and transmit information required for Travel Rule compliance to Third-Party Providers, counterparties, banks, payment partners, virtual currency service providers, regulators, law enforcement authorities and other persons where required or permitted by Applicable Law.

16. Sanctions, Restricted Jurisdictions and Prohibited Persons

The Client must not use the Services in connection with any sanctioned person, sanctioned entity, sanctioned jurisdiction, prohibited jurisdiction, terrorist organisation, prohibited wallet, blocked property, restricted goods or services, or activity that would cause the Company or any Third-Party Provider to breach sanctions, export controls or other Applicable Law.

The Company may screen the Client, authorised users, directors, beneficial owners, counterparties, beneficiaries, wallet addresses, transaction participants and other relevant persons against sanctions, terrorist, politically exposed person, high-risk and adverse information sources. The Company may block, freeze, reject, delay, report or take other action where a sanctions or related risk is identified.

17. Acceptable Use and Prohibited Activities

The Client must use the Services only for lawful purposes and in accordance with these Terms. The Client must not use or attempt to use the Services for any prohibited purpose, including:

• Money laundering, terrorist financing, sanctions evasion, fraud, bribery, corruption, tax evasion or other unlawful activity;
• transactions involving illegal goods or services, exploitation, human trafficking, ransomware, scams, stolen funds, darknet markets, mixers, anonymity-enhancing services or prohibited gambling;
• unlicensed or unauthorised financial services, money services business activity, payment services, gambling, virtual asset services or other regulated activity where a licence, registration or approval is required;
• misrepresentation, false documents, nominee arrangements, undisclosed third-party use or concealment of beneficial ownership or control;
• activity inconsistent with the Client's disclosed business, risk profile, source of funds or expected transaction profile;
• circumvention of limits, screening, onboarding, Travel Rule requirements, monitoring, holds, restrictions or compliance controls;
• abusive, manipulative, automated, harmful or unauthorised access to the website, client portal, application programming interfaces or systems;
• any activity that the Company considers unacceptable due to legal, regulatory, partner, reputational, fraud, security or operational risk.

18. Holds, Suspensions, Refusals, Account Closure and Return of Balances

The Company may place a hold on a transaction, Account, balance, wallet or Service where required for legal, compliance, sanctions, fraud, operational, security, partner, liquidity or risk reasons. Holds may remain in place until the Company completes its review, receives required information, receives direction from a competent authority, or determines that the hold should be lifted or converted into another measure.

The Company may suspend or terminate Services, close an Account, reject an Instruction, refuse a transaction, disable access, freeze a balance or end the client relationship where the Client breaches these Terms, fails due diligence, refuses information, presents unacceptable risk, engages in prohibited activity, is subject to sanctions concerns, or where continued service would be unlawful or inconsistent with the Company's risk appetite.

Where permitted by Applicable Law, the Company may provide notice of suspension, termination or Account closure. In urgent, legal, sanctions, fraud, security or investigation-related circumstances, the Company may act without prior notice.

After a hold is lifted or an Account is closed, the Company will, where permitted by Applicable Law and subject to completion of applicable checks, use commercially reasonable efforts to return remaining Fiat Currency or Virtual Currency to a verified bank account, wallet address or other approved destination provided by the Client.

If the remaining balance includes Safeguarded Funds or Client Virtual Currency, the Company will deal with those assets consistently with Applicable Law, the relevant safeguarding or custody arrangements and the applicable product terms. Deductions from such balances are limited to amounts permitted under Section 13, the fee schedule, product terms and Applicable Law.

The Company may delay, restrict or decline a return where required or permitted by Applicable Law, sanctions measures, a court order, a regulatory or law enforcement request, an unresolved compliance review, missing or unverifiable destination details, insufficient information, network limitations, Third-Party Provider restrictions or suspected fraud. If a return is legally prohibited, the Company may hold, freeze, report, transfer or otherwise deal with the relevant assets only as required or permitted by Applicable Law or a competent authority.

19. Third-Party Providers

The Company may use Third-Party Providers to deliver, support or enable the Services. Third-Party Providers may include banks, payment partners, virtual currency infrastructure providers, liquidity providers, custody infrastructure providers, know your client providers, know your business providers, screening providers, blockchain analytics providers, cloud providers, communication providers and professional advisers.

The Client agrees that the availability, timing, execution, reversal, return, rejection, suspension or settlement of a transaction may depend on Third-Party Providers and networks outside the Company's direct control. The Company may share Client information with Third-Party Providers where necessary to provide the Services, perform compliance checks, process transactions, maintain records, protect systems, comply with Applicable Law or manage risk.

The Company is not responsible for Third-Party Provider delays, outages, errors, rejected transactions, network failures or service limitations except to the extent required by Applicable Law and expressly accepted by the Company in a written agreement with the Client.

20. Client Information, Privacy and Data Sharing

The Company collects, uses, stores, discloses and otherwise processes personal information, business information, transaction information, device information, wallet information and compliance information as described in the Privacy Policy and as required to provide the Services. The Client must ensure that it has authority to provide information about its directors, officers, employees, beneficial owners, representatives, counterparties and other relevant persons.

Client information may be processed in Canada and other jurisdictions. It may be accessible to foreign courts, regulators, law enforcement authorities or government agencies where permitted by applicable laws of those jurisdictions. The Company uses contractual, technical and organisational measures designed to protect information processed by Third-Party Providers.

The Company may retain records for the period required by Applicable Law, regulatory expectations, audit requirements, dispute resolution, fraud prevention, sanctions compliance, tax obligations and legitimate business purposes. Deletion requests may be subject to legal retention obligations.

21. Records, Statements and Reporting

The Company may make statements, confirmations, reports, transaction history, account data and other records available through the client portal or other approved channels. The Client must review records promptly and notify the Company of any suspected error, unauthorised transaction or discrepancy.

The Company may maintain records in electronic form. The Company may provide information, records, reports and documents to FINTRAC, the Bank of Canada, law enforcement, courts, regulators, tax authorities, banks, payment partners, Third-Party Providers and other competent persons where required or permitted by Applicable Law.

22. Complaints and Error Resolution

The Client may submit complaints, error notices or transaction queries through the support channel, client portal or other contact method made available by the Company. The Client should provide the Account identifier, transaction reference, date, amount, currency or Virtual Currency, wallet address if applicable, description of the issue and supporting documents.

The Company will acknowledge and review complaints and error notices in a commercially reasonable manner. Unless Applicable Law or a specific complaints handling policy requires a different period, the Company will aim to provide a response within 30 business days after receiving all information reasonably required to review the matter.

Where a complaint or error notice is complex, depends on a Third-Party Provider, payment network, blockchain network, bank, regulator or other external party, or raises legal, sanctions, fraud or compliance issues, the Company may take longer to complete its review. Where reasonably practicable and permitted by Applicable Law, the Company will inform the Client that additional time is required.

The Company may require additional information before completing a review. The Company is not required to reverse an irreversible transaction, compensate losses caused by incorrect Client Instructions, or disclose information that it is legally restricted from disclosing. Additional complaints and escalation information may be made available through the Company's website, client portal, Regulatory Disclosures or a separate complaints handling policy.

23. Client Warranties and Undertakings

The Client undertakes to:

• Use the Services only in accordance with these Terms and Applicable Law;
• maintain accurate, complete and current information;
• cooperate with due diligence, monitoring, investigations and information requests;
• maintain secure access controls for all authorised users;
• ensure that any Instruction is accurate, authorised and lawful;
• not conceal the identity of any beneficiary, originator, beneficial owner, controller or person on whose behalf it acts;
• not use the Services to evade sanctions, anti-money laundering controls, tax obligations, payment restrictions or regulatory requirements.

24. Intellectual Property and Use of the Platform

All intellectual property rights in the website, client portal, software, application programming interfaces, documentation, processes, designs, trademarks, content and related materials belong to the Company or its licensors. The Client receives only a limited, revocable, non-exclusive and non-transferable right to access and use the Services for approved purposes.

The Client must not copy, modify, reverse engineer, scrape, interfere with, overload, disrupt, bypass security of, or otherwise misuse the Services, except to the extent expressly permitted in writing by the Company and Applicable Law.

25. Service Availability and Changes

The Company may modify, suspend, replace, discontinue or restrict any Service, feature, payment rail, currency, Virtual Currency, wallet functionality, jurisdiction, partner connection, fee or limit where required for legal, regulatory, risk, security, operational, commercial or Third-Party Provider reasons. The Company will provide notice where reasonably practicable and required by Applicable Law.

The Company does not guarantee uninterrupted availability of the Services. Planned maintenance, emergency maintenance, cyber events, market events, blockchain network events, partner outages, liquidity constraints, regulatory actions, government action, legal restrictions, sanctions events, banking disruption, payment network outages, utility failure, natural disaster or other events beyond the Company's reasonable control may affect access or transaction processing.

26. Limitation of Liability

To the maximum extent permitted by Applicable Law, the Company is not liable for indirect, incidental, special, punitive, exemplary or consequential loss, loss of profit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of data, market loss, trading loss or loss resulting from Virtual Currency volatility, network events, Third-Party Provider acts or omissions, incorrect Client Instructions, unauthorised access caused by Client security failures, or compliance actions taken in good faith.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Applicable Law, including liability for fraud, wilful misconduct, gross negligence, intentional misconduct, mandatory statutory liability, mandatory consumer protection rights, or any mandatory obligation concerning Safeguarded Funds, protected client assets, privacy, unauthorised transactions, error resolution or other non-excludable obligations.

For Consumer Clients, this Section applies only to the maximum extent permitted by applicable consumer protection law and does not limit any mandatory right, remedy or protection that cannot be waived or restricted by contract.

Subject to the preceding paragraphs and to the maximum extent permitted by Applicable Law, the Company's aggregate liability to a Business Client arising out of or in connection with the Services, these Terms or any transaction is limited to the greater of: (a) the fees paid by that Business Client to the Company for the relevant Service during the twelve months immediately preceding the event giving rise to the claim; and (b) CAD 10,000.

This limitation applies whether the claim is based on contract, tort, negligence, statute, restitution or any other legal theory, except where Applicable Law requires otherwise.

27. Indemnity

The Client agrees to indemnify and hold harmless the Company from losses, claims, liabilities, damages, penalties, costs and expenses arising from the Client's breach of these Terms, unlawful activity, incorrect or misleading information, unauthorised use or misuse of the Services by the Client or its authorised users, breach of Applicable Law, breach of third-party rights, or Instructions submitted by the Client or its authorised users.

The indemnity applies only to losses that are reasonably connected with the Client's act, omission, breach or Instruction and only to the maximum extent permitted by Applicable Law.

The Client is not required to indemnify the Company to the extent that the relevant loss results from the Company's fraud, wilful misconduct, gross negligence, intentional breach of Applicable Law, or any liability that cannot legally be shifted to the Client.

28. Amendments to These Terms

The Company may amend these Terms from time to time to reflect changes in law, regulation, regulatory expectations, products, services, Third-Party Provider arrangements, fees, risk controls, technology or business operations.

Where a change is material and may adversely affect a Client, and does not need to take effect sooner for legal, regulatory, security, sanctions, fraud prevention, partner, operational or risk reasons, the Company will provide reasonable prior notice. The notice will identify the effective date of the change and, where reasonably practicable, the nature of the material change.

If a Client does not agree to amended Terms, the Client may stop using the Services and request closure of the Account before the effective date, subject to settlement, legal holds, compliance checks, safeguarding arrangements, network limitations, third-party restrictions and outstanding obligations. Continued use of the Services after the effective date of amended Terms constitutes acceptance of those amendments, except where Applicable Law requires a different method of acceptance.

Changes may take effect immediately where required by Applicable Law, a competent authority, sanctions measures, fraud or security needs, a Third-Party Provider, network rules, operational continuity or risk controls. Nothing in this Section limits any mandatory consumer protection right that cannot be waived by contract.

29. Governing Law and Jurisdiction

These Terms and any dispute, claim or non-contractual obligation arising from or in connection with them, the Services or any transaction are governed by the federal laws of Canada and the laws of the Province of British Columbia, without regard to conflict of law rules, except to the extent that mandatory law requires another governing law to apply.

For Business Clients, subject to any mandatory law or regulatory requirement, the courts of British Columbia have exclusive jurisdiction over disputes arising from or in connection with these Terms, the Services or any transaction. The Company may bring proceedings in any jurisdiction where necessary to enforce rights, recover amounts, protect systems, comply with law, or seek urgent relief.

For Consumer Clients, nothing in this Section limits any mandatory right to bring proceedings in another competent court, to benefit from mandatory consumer protection rules, or to rely on any non-waivable right available under the law of the Client's place of residence or another applicable law.

30. Notices and Communications

The Company may communicate with the Client through the client portal, email, website notices, statements, support messages, application programming interface notices or other channels made available by the Company. The communication channel used may depend on the type of notice, urgency, legal requirement, product and available contact information.

Operational, service, security, transaction and ordinary account notices may be sent or made available through the client portal, email or other approved channel. Material notices, including material amendments to these Terms, material fee changes, account closure notices, complaints responses or notices that Applicable Law requires to be delivered in a specific way, will be provided in a manner reasonably designed to bring the notice to the Client's attention and to preserve evidence of delivery or availability.

A notice is treated as given when sent, posted or made available through the relevant channel, unless Applicable Law requires a different delivery rule. The Client must maintain current contact information and monitor communications from the Company. The Client is responsible for any loss resulting from failure to read, receive or act on notices, unless caused by the Company's wilful misconduct or gross negligence.

31. Assignment and Transfer

The Client may not assign, transfer or delegate any rights or obligations under these Terms without the Company's prior written consent. The Company may assign, transfer, subcontract or delegate rights and obligations to an affiliate, successor, purchaser, Third-Party Provider or other person where required for business, regulatory, restructuring or operational reasons, subject to Applicable Law.

32. Force Majeure

The Company is not responsible for any delay or failure in performing its obligations under these Terms caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labour disputes, market disruption, banking disruption, payment network outage, blockchain network event, cyber incident, utility failure, government action, legal restriction, regulatory action, sanctions event, pandemic, natural disaster, Third-Party Provider failure or any similar event (a Force Majeure Event).

Where a Force Majeure Event occurs, the Company will, where reasonably practicable and permitted by Applicable Law, notify the Client of the nature and expected duration of the event and the Services affected. If a Force Majeure Event continues for 30 or more consecutive calendar days, either party may request suspension or termination of the affected Services in accordance with these Terms, subject to settlement of outstanding obligations and Applicable Law.

33. Severability and Entire Agreement

If any provision of these Terms is invalid, illegal or unenforceable, the remaining provisions remain in effect. The invalid provision will be interpreted or replaced to the maximum extent permitted by Applicable Law to achieve its intended commercial and legal effect.

These Terms, together with documents incorporated by reference, constitute the agreement between the Client and the Company regarding the Services, except where the Client has entered into a separate written agreement with the Company that expressly overrides these Terms.

34. Contact and Legal Hub

The Client may contact the Company through the contact details, support channel or legal hub made available on the website or in the client portal. The Company may publish or update the Privacy Policy, Cookie Policy, Regulatory Disclosures, fee information, risk notices, complaints information and other legal documents in the legal hub or client portal.

• Company: TERALEX PAY LIMITED
• Registration number: BC1536949
• Office address: 5307 Victoria Drive #787, Vancouver, BC V5P 3V6, Canada
• Website: https://teralex.com/
• Contact email: support@teralex.com

35. Acknowledgement

By using the Services, the Client confirms that it has read, understood and accepted these Terms, including the provisions on compliance checks, transaction holds, Virtual Currency risks, Travel Rule information, Third-Party Providers, limitations of liability, governing law and data sharing.