Terms and Conditions

These Terms and Conditions (the “Terms”) govern access to and use of the website, customer account interface and related online services operated by 2771493 Alberta Ltd. (the “Company”, “Alberta”, “we”, “us” or “our”), together referred to as the “Platform”. They also govern each Order submitted through the Platform for the exchange of supported fiat currency into supported Virtual Currency, or supported Virtual Currency into supported fiat currency.

The Services are offered on an execution-only basis. The Company does not provide investment, financial, legal, accounting or tax advice, does not provide portfolio management, and does not make recommendations about whether you should acquire, hold or dispose of any Virtual Currency.

The Company provides Services to individual customers only. Corporate accounts, accounts for partnerships or other organizations, and use of an individual Account for the benefit of another person are outside the permitted scope of the Services.

These Terms should be read together with the Privacy Policy, the Virtual Currency Risk Disclosure and the information displayed in the Platform in relation to a particular Order. Where an Order contains transaction-specific information, that information forms part of the agreement for that Order.

The Company is incorporated in Alberta, Canada and is registered with FINTRAC as a Canadian Money Services Business. The Company’s registered activities include dealing in virtual currency. The Company maintains anti-money laundering and anti-terrorist financing controls in accordance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, its regulations and applicable FINTRAC requirements.

The Services are also subject to other laws that may apply to the Company or to a particular customer or transaction, including Canadian sanctions requirements and applicable consumer-protection rules. Nothing in these Terms excludes, restricts or waives any right or protection that cannot lawfully be excluded, restricted or waived.

You accept these Terms when you complete the electronic acceptance process during registration, when you confirm that you agree to an updated version of the Terms where re-acceptance is requested, or when you otherwise submit an Order after the Terms have been presented to you as applicable to the Services.

Each Order is a separate exchange instruction governed by these Terms. Before you confirm an Order, the Platform presents the material transaction information available at that stage, including the direction of exchange, the fiat amount or Virtual Currency amount, the supported currency or asset, the destination details, the displayed exchange rate and other information relevant to the Order. You are responsible for reviewing the Order information before confirmation.

The Company maintains records of confirmed Orders and related transaction details in accordance with Applicable Law and its record-keeping obligations.

Account

the personal customer profile approved by the Company through which you access the Services.

Applicable Law

any law, regulation, binding rule, court order, regulatory direction or legal requirement that applies to the Company, you, the Platform or a transaction.

Business Day

a day other than Saturday, Sunday or a statutory holiday in Alberta, Canada.

Displayed Rate

the exchange rate shown on the Platform before you confirm an Order. Unless expressly stated otherwise, the Displayed Rate is indicative and is not locked.

Execution Point

the point at which the Company submits the relevant fiat currency or Virtual Currency to an approved liquidity provider for exchange. The Final Exchange Rate is determined at or in connection with this stage.

Final Exchange Rate

the exchange rate actually applied when the exchange is executed through the Company’s approved liquidity provider.

Order

your instruction to purchase Virtual Currency with fiat currency or sell Virtual Currency for fiat currency through the Services.

Platform

the Company’s website and related online customer interfaces used to access the Services.

Services

the fiat-to-Virtual-Currency and Virtual-Currency-to-fiat exchange services described in these Terms.

Supported Fiat Currency

a fiat currency displayed on the Platform as available for a particular Service.

Supported Network

a blockchain network displayed or otherwise confirmed by the Company as supported for a particular Virtual Currency.

Virtual Currency

a digital representation of value meeting the meaning applicable under Canadian anti-money laundering law and supported by the Company for exchange from time to time.

Wallet

an external Virtual Currency wallet or account used to send or receive Virtual Currency in connection with an Order.

Source of Virtual Currency

means the origin or source of the Virtual Currency used in connection with a transaction or your use of the Services.

You may create and maintain an Account only if all of the following conditions are satisfied:

• you are at least 18 years old and are legally capable of entering into a binding agreement under the law applicable to you;
• you act only for yourself and for your own lawful purposes;
• the information you provide to the Company is accurate, complete and not misleading;
• you successfully complete the Company’s customer acceptance, identity verification and applicable financial-crime controls, including any additional verification reasonably required by the Company;
• your country of residence and location are within the geographic scope in which the Company permits the Services to be used;
• you are not prohibited from using the Services under Applicable Law or under the Company’s customer acceptance requirements; and
• you agree to use only bank accounts and Wallets that have been verified or accepted for your Account.

The Company may decline an application where it cannot complete required verification or where the relationship falls outside the Company’s legal, regulatory, sanctions or applicable compliance requirements. The Company is not required to disclose confidential information concerning its compliance processes or the specific basis for a compliance decision where disclosure is prohibited or restricted by Applicable Law.

You must register using your own legal identity and maintain only one Account unless the Company expressly agrees otherwise. You must keep your profile information current and notify the Company promptly if your name, residential address, tax residence, contact information, bank account, Wallet information or any other material information changes.

The Company may request information and documents reasonably required to establish and maintain the relationship. This may include identity documents, proof of address, occupation, purpose and expected use of the Services, information about financial circumstances, Source of Funds, Source of Wealth, tax information, bank account evidence, Wallet ownership or control evidence, and other information required for compliance purposes.

Before your Account is approved, you must provide the information reasonably requested by the Company. If the information is incomplete, inconsistent, cannot be verified or is not provided when required, the Services will not be enabled. After approval, the Company may request updated or additional information where required and may restrict further transactional access until the relevant checks are completed, or terminate the relationship if the applicable requirements cannot be satisfied.

You may be required to provide updated information or supporting documents from time to time where reasonably necessary for the Company to maintain accurate customer information, comply with Applicable Law or assess and manage financial-crime risk.

The Company completes its required onboarding controls before transactional access is enabled. Transaction-enabling bank details or Virtual Currency receiving instructions are not provided to an unverified customer.

Before you are enabled to use the Services, the Company may verify, as applicable:

• your identity and age using reliable and independent sources and electronic verification methods;
• your residential and geographic information;
• your eligibility under sanctions and other financial-crime screening controls;
• the bank account that will be used to fund purchases or receive fiat proceeds;
• ownership or control of each Wallet intended for use with the Services;
• information relating to the Wallet and relevant transaction history; and
• any additional information reasonably required to complete applicable customer due diligence or financial-crime checks.

A new or changed bank account must be verified before it can be used. A new or changed Wallet must be attributed to you and screened before it can be used. The Company may repeat or refresh verification and screening during the relationship or before a transaction, even where the relevant bank account or Wallet was previously accepted.

The Company may require additional verification or information where necessary to complete its customer due diligence or financial-crime checks before transactional access is enabled.

The only customer fiat payment method supported under these Terms is bank transfer through a banking or payment provider approved by the Company. Cash, payment cards and anonymous payment methods are not accepted.

Fiat funding must originate from a bank account verified as belonging to you. Fiat proceeds are paid only to a bank account verified as belonging to you. The Company does not accept third-party deposits and does not make third-party payouts.

If a payment is received from an account that is not verified as belonging to you, the Company will not use that payment to execute your Order. The payment may be held for compliance review and, where legally and operationally permitted, returned only to the originating account. The Company will not redirect such funds to another beneficiary nominated by you.

You may send Virtual Currency only from, and receive Virtual Currency only to, Wallets that have been accepted for your Account. The Company may require evidence that a Wallet belongs to you or is under your control. A hosted Wallet may also be subject to verification of the account holder and provider; a self-hosted Wallet may be subject to additional ownership or control checks. The use of a self-hosted Wallet does not exempt you from applicable Wallet verification, sanctions screening, transaction monitoring, Travel Rule or other compliance requirements.

The Company screens Wallets using blockchain analytics before use and may repeat screening at the time of a transaction or when risk indicators change. A Wallet that cannot be satisfactorily attributed to you, cannot be appropriately screened, or does not satisfy the Company’s applicable compliance requirements will not be enabled for transactions.

The Company does not hold your private keys and will never ask you to disclose a seed phrase, private key or wallet recovery phrase. You are responsible for the security of your external Wallets and credentials.

You are responsible for keeping your Account credentials, devices, email account and authentication methods secure. You must not allow another person to access or use your Account. Where multi-factor authentication or other security measures are made available, you must use them as instructed by the Company.

You must notify the Company promptly at [email protected] if you know or reasonably suspect that your Account, email, device or Wallet has been compromised, or if an instruction has been submitted without your authority. The Company may temporarily restrict the Account while the matter is investigated.

Subject to Applicable Law, the Company may treat an instruction submitted through your authenticated Account as having been authorized by you unless the Company has been notified of a security compromise before acting on the instruction or has other reason to treat the instruction as unauthorized.

The Company provides exchange between Supported Fiat Currency and Supported Virtual Currency. The Services do not include crypto-to-crypto exchange. The Company does not provide customer custodial wallets or a general-purpose balance or deposit account. The Company does not hold Virtual Currency on your behalf on an ongoing basis.

Fiat currency and Virtual Currency received in connection with an Order are processed only for the period reasonably necessary to complete the relevant exchange and settlement, or for such a longer period as may be required by law, compliance review, operational necessity or a competent authority. The Company may use operational bank accounts, payment arrangements and operational Wallets to execute and settle Orders. Those facilities are not customer storage accounts.

The Company may use one or more approved banking providers, payment providers, liquidity providers, blockchain infrastructure providers and other service providers to perform the Services. The Company may change providers without amending these Terms, provided that the nature of the Services to you is not materially changed.

The Services currently support exchange between Supported Fiat Currency and Bitcoin (BTC), Ether (ETH) and USD Coin (USDC), and between Bitcoin (BTC), Ether (ETH) and USD Coin (USDC) and Supported Fiat Currency. Crypto-to-crypto exchange is not provided.

The specific currencies and Supported Networks available to you may vary depending on availability, jurisdiction, liquidity, operational requirements and applicable compliance controls and will be displayed on the Platform at the relevant time.

The Company may add, remove, suspend or restrict a Virtual Currency or network where reasonably necessary for legal, regulatory, compliance, security, liquidity, technical or operational reasons. The Company is not required to support a fork, airdrop, migration, token distribution, protocol change or any resulting asset unless the Platform expressly states otherwise.

Before you confirm an Order, the Platform displays the material information available for the proposed exchange. Depending on the type of Order, this may include the Order type, the Supported Fiat Currency, the Supported Virtual Currency, the amount submitted for exchange, the Displayed Rate, the estimated resulting amount, destination details and the date or timestamp of the Order.

The Displayed Rate is provided so that you can assess the proposed exchange before confirmation. Unless the Platform expressly identifies a rate as locked or guaranteed, the Displayed Rate is indicative only. The Final Exchange Rate is established at the Execution Point and may differ from the Displayed Rate because Virtual Currency markets can move between confirmation, receipt of funds or Virtual Currency, and execution.

By confirming an Order, you instruct the Company to proceed with the exchange in accordance with these Terms and accept that the final amount of fiat currency or Virtual Currency delivered may differ from the amount estimated at confirmation as a result of the Final Exchange Rate and any applicable third-party banking, payment-provider or blockchain network charges.

The Company does not reserve or lock the Displayed Rate merely because you create or confirm an Order. The Final Exchange Rate is determined when the Company submits the relevant fiat currency or Virtual Currency to its approved liquidity provider for exchange. This is the Execution Point.

Until the Execution Point, an Order may remain subject to receipt and reconciliation of the required fiat currency or Virtual Currency, completion of applicable compliance checks, operational availability and any other pre-execution requirement described in these Terms. Market movements occurring before the Execution Point are borne by you.

The rate available through the Platform reflects market conditions and pricing available through the Company’s approved liquidity arrangements. Banking, payment-provider and blockchain network charges may apply independently and may be outside the Company’s control.

A purchase Order is processed using the following customer-facing sequence:

1. You must first have a fully approved Account, a pre-verified funding bank account and a pre-verified destination Wallet.
2. You select the Supported Fiat Currency and Supported Virtual Currency and submit the requested purchase amount. The Platform displays the Order information and the indicative Displayed Rate before confirmation.
3. After you confirm the Order, the Company provides the bank-transfer instructions applicable to the Order.
4. You transfer fiat currency from your pre-verified bank account. The Company reconciles the incoming payment to your Account and Order and completes any applicable compliance checks.
5. The Company sends the amount required for the exchange through its approved banking/payment arrangements to its approved liquidity provider. The Final Exchange Rate is determined at the Execution Point.
6. The purchased Virtual Currency is received through the Company’s settlement process and, following completion of applicable compliance checks, is sent to your pre-verified destination Wallet on the Supported Network.

If the fiat amount received materially differs from the amount stated in the Order, if the payment cannot be reconciled to you, or if the payment is received from an unverified source account, the Company may suspend or cancel the Order rather than execute it.

A sale Order is processed using the following customer-facing sequence:

1. You must first have a fully approved Account, a pre-verified source Wallet and a pre-verified bank account for receipt of the fiat proceeds.
2. You select the Supported Virtual Currency, Supported Network and Supported Fiat Currency and submit the requested sale amount. The Platform displays the Order information and the indicative Displayed Rate before confirmation.
3. After you confirm the Order, the Company provides the Virtual Currency transfer instructions applicable to the Order.
4. You send Virtual Currency from your pre-verified source Wallet. The Company may perform applicable compliance, sanctions, blockchain and transaction checks before accepting or completing the transaction.
5. The Company sends the Virtual Currency through its settlement process to its approved liquidity provider for exchange. The Final Exchange Rate is determined at the Execution Point.
6. The fiat proceeds are received through the Company’s approved banking/payment arrangements and paid only to your pre-verified bank account.

Virtual Currency received from a Wallet that is not approved for your Account, on an unsupported network, or in an amount that materially differs from the Order may be suspended for review and may not be exchanged.

A purchase Order is treated as completed when the Company has broadcast or otherwise submitted the Virtual Currency transfer to your pre-verified destination Wallet on the Supported Network. A sale Order is treated as completed when the Company has instructed or submitted the fiat payout to your pre-verified bank account through the relevant banking/payment provider.

Completion by the Company does not mean that a blockchain network, bank or payment provider will credit the destination immediately. Blockchain confirmations, banking cut-off times, intermediary processing, compliance reviews and other third-party processes may affect final receipt timing.

The Company does not guarantee a fixed execution or settlement time unless a specific Order expressly states otherwise. Processing depends on receipt of cleared funds or confirmed Virtual Currency, banking/payment-provider availability, blockchain conditions, liquidity, customer verification status, compliance checks and technical availability.

The Company may establish minimum or maximum transaction amounts, daily or periodic limits, asset or network limits, or customer-specific restrictions. Current limits applicable to you are displayed on the Platform or communicated before the relevant Order is executed.

You may request cancellation of an Order before the Execution Point. A cancellation request must be submitted through the functionality made available on the Platform or by contacting the Company at [email protected]. The Company will act on the request where the exchange has not yet reached the Execution Point and cancellation remains operationally possible.

Once the Execution Point has occurred, the exchange is final and the Order cannot ordinarily be cancelled because the Company has already committed fiat currency or Virtual Currency to the exchange at the prevailing market rate. A blockchain transfer that has been broadcast to the relevant network is also generally irreversible.

If an Order is cancelled or declined before the Execution Point after the Company has already received fiat currency, any permitted return is made only to the verified bank account from which the funds originated, subject to any required compliance review and any legal restriction on the return.

If an Order is cancelled or declined before the Execution Point after the Company has already received Virtual Currency, the Company will determine whether the Virtual Currency can lawfully and technically be returned. Where a return is permitted, it is made only to the verified source Wallet or another destination expressly permitted by Applicable Law and the Company’s applicable compliance requirements. Applicable blockchain network charges may reduce the amount returned where permitted.

The Company does not process a refund or return to an unrelated third party, a different beneficiary, or an unverified bank account or Wallet merely because you request it. Where a mandatory statutory cancellation right applies, any refund due will be processed within the period required by Applicable Law.

You are responsible for selecting the correct Supported Virtual Currency, Supported Network, Wallet address and other transaction details. Sending an unsupported Virtual Currency, using an unsupported network or sending Virtual Currency to an address not designated for the relevant transaction may result in permanent loss.

The Company is not obliged to recover an unsupported or incorrectly transferred asset. If recovery is technically possible, the Company may decide whether to attempt recovery and may require additional verification and payment of reasonable recovery or network costs disclosed to you before recovery is undertaken.

You are responsible for the accuracy of bank-transfer details, Wallet addresses and other instructions that you enter or approve. The Company is not responsible for loss caused by an incorrect destination supplied by you after the Company has acted on the authenticated instruction, except to the extent liability cannot lawfully be excluded.

The Company may investigate and correct a manifest technical, accounting, pricing, settlement or system error. If a transaction or Account record is affected by an obvious error, duplicate credit, incorrect asset allocation or other operational mistake, the Company may take reasonable steps to restore the position that would have existed had the error not occurred, including cancelling an unexecuted Order, correcting records or recovering value credited in error, to the extent permitted by law.

You must cooperate reasonably with the Company in resolving an error affecting your Account or an Order and must not knowingly retain or dispose of funds or Virtual Currency that you know were credited to you by mistake.

The Company is required to maintain controls designed to prevent and detect money laundering, terrorist financing, sanctions evasion, fraud and other unlawful use of the Services. The Company may, and where required by Applicable Law must, verify information you provide through reliable independent sources and specialist service providers and monitor Account and transaction activity for these purposes.

The Company may request additional information or documentation before or after an Order is confirmed, including information concerning the purpose of a transaction, Source of Funds, Source of Wealth, Source of Virtual Currency, bank-account ownership, Wallet ownership or control, originator or beneficiary information, or another matter reasonably required for compliance.

The Company may delay, restrict, decline or cancel an Order, refuse a Wallet or bank account, suspend an Account, or terminate a relationship where required by law or where a transaction or relationship does not satisfy the Company’s applicable financial-crime, sanctions or customer-acceptance requirements.

Where required by law, the Company may make reports or disclosures to FINTRAC, law-enforcement agencies, sanctions authorities, courts or other competent authorities. The Company may be prohibited from informing you about confidential regulatory reporting, investigations or the specific reasons for a compliance restriction.

23.2 Additional Due Diligence

The Company may require additional information, documents or verification from you where reasonably necessary to comply with Applicable Law, complete customer due diligence, verify the source or origin of funds or Virtual Currency, understand the purpose of a transaction, verify a Wallet or assess financial-crime risk.

Such requests may be made before or after a transaction and may include information relating to your identity, occupation, financial circumstances, Source of Funds, Source of Virtual Currency, Source of Wealth, Wallet activity, transaction purpose or other information reasonably relevant to the Company’s compliance obligations.

23.3 Transaction and Account Restrictions

Where required by Applicable Law or where the Company is unable to satisfactorily complete applicable compliance checks, the Company may delay, hold, decline, restrict or cancel a transaction or restrict or suspend access to the Services.

The Company may also take such action where it reasonably considers that a transaction, Wallet, source or destination of funds or Virtual Currency, customer activity or other relevant circumstance presents financial-crime, sanctions, fraud or other compliance risk that cannot be adequately addressed.

23.4 Ongoing Compliance Checks

The Company’s compliance checks may continue after your Account has been activated and may be performed in connection with individual transactions or where relevant circumstances change. You agree to provide information reasonably requested by the Company for these purposes within the timeframe specified by the Company.

23.5 Compliance Holds

Where funds or Virtual Currency are subject to a compliance review, legal restriction or other required control, the Company may hold or restrict the relevant funds or Virtual Currency for the period reasonably necessary to complete the review, comply with Applicable Law or obtain instructions from a competent authority. The Company will deal with the relevant funds or Virtual Currency in accordance with Applicable Law and its applicable procedures.

Certain Virtual Currency transfers are subject to Canadian requirements commonly referred to as the Travel Rule. Where applicable, the Company may collect, transmit, receive, verify and retain required information concerning the person requesting a transfer and the beneficiary, and may exchange that information with another regulated Virtual Currency service provider or other counterparty as required by law.

You must provide complete and accurate information required for a transfer. If required Travel Rule information is missing, incomplete or inconsistent and cannot be satisfactorily resolved, the Company may suspend, reject or decline to proceed with the transfer where required by Applicable Law or where the applicable compliance requirements cannot be satisfactorily completed.

The use of a self-hosted Wallet does not, by itself, exempt a transaction from applicable Travel Rule, Wallet verification, sanctions screening, transaction monitoring or other compliance requirements.

You must not use, or attempt to use, the Platform or Services:

• for any unlawful purpose or in connection with proceeds of crime, fraud, terrorist financing, sanctions evasion, cybercrime, ransomware, trafficking, theft or other criminal activity;
• to receive, exchange or transfer value for another person, or to act as an intermediary, money transmitter, broker, dealer, merchant processor or exchange business through your personal Account;
• using funds or Virtual Currency owned by another person or using a bank account or Wallet that you are not authorized and permitted to use under these Terms;
• using the Services on behalf of another person or allowing another person to direct, control or beneficially receive your transactions without notifying the Company and providing any information reasonably requested by the Company;
• to conceal the origin, destination, ownership or control of funds or Virtual Currency, including through attempts to bypass the Company’s screening or monitoring controls;
• to use mixing, tumbling or similar obfuscation services in connection with an Order where that use causes the transaction to fall outside the Company’s applicable compliance requirements;
• to submit false, altered, incomplete or misleading information or documents;
• to operate multiple Accounts or permit another person to use your Account;
• to interfere with, probe, damage, reverse engineer or obtain unauthorized access to the Platform or the Company’s systems; or
• in any way that would cause the Company or a service provider acting for the Company to violate Applicable Law.

The Services are available only to customers and in locations accepted by the Company. The Company may restrict or discontinue access from a country, territory or region where required by Applicable Law, Canadian sanctions or regulatory measures, legal requirements, or the Company’s applicable compliance requirements.

The fact that the Platform can be accessed from a particular location does not mean that every Service is available or legally permitted in that location. You are responsible for complying with laws that apply to your own access to and use of the Services, subject always to the Company’s own obligations under Canadian law.

Geographic eligibility may be assessed by reference to your country of residence and other relevant geographic connections, including the location of your bank account, the source or destination of funds or Virtual Currency and relevant transaction counterparties.

The Company may decline or restrict access to the Services or a transaction where the relevant jurisdiction or geographic connection is subject to Applicable Law restrictions, sanctions, regulatory requirements or the Company’s applicable compliance controls.

The Company may accept eligible individual customers resident outside Canada where the relevant jurisdiction is within the Company’s permitted geographic scope and the Services can be provided consistently with Applicable Law.

Where you are a non-Canadian customer, you confirm as part of the onboarding process that your request to access the Services is made on your own initiative. This confirmation may be given electronically together with your acceptance of these Terms or another onboarding declaration.

A client-initiated request does not change the Company’s applicable identity verification, sanctions, bank-account, Wallet, transaction-monitoring or other compliance requirements. It also does not override a legal restriction applicable to the Company or to the relevant jurisdiction.

Amounts payable or deliverable in connection with an Order are denominated in the Supported Fiat Currency or Virtual Currency identified on the Platform. The amount exchanged and the resulting settlement amount are determined in accordance with the Final Exchange Rate applicable to the Order.

The Company may charge fees, spreads or other charges in connection with an Order. Any applicable Company fees or charges will be disclosed to you before you confirm the relevant Order.

Blockchain network fees may vary depending on network conditions and may affect the amount of Virtual Currency delivered or received.

Banking providers, payment providers, blockchain networks or other third parties may impose charges outside the Company’s control. Such charges may affect the amount credited or received. Your own bank, Wallet provider or other service provider may also charge you independently under its own terms.

Virtual Currency involves substantial risk. Prices may change rapidly and materially, including between the time you confirm an Order and the Execution Point. You may receive materially less value than you expected if the market moves against you before execution.

Other risks include blockchain congestion, network failures, forks, protocol changes, smart-contract or software defects, cyberattacks, loss or compromise of private keys, stable-value token de-pegging, reduced liquidity, changes in law or regulation, insolvency or failure of a third-party provider, and complete loss of value.

Blockchain transactions are generally irreversible once broadcast. The Company cannot reverse a transaction merely because the market price changes, you later regret an exchange, or you supplied an incorrect Wallet address or network.

The separate Virtual Currency Risk Disclosure available on the Platform contains additional information and should be reviewed before you use the Services. You are solely responsible for deciding whether a transaction is appropriate for you.

Information made available through the Platform is provided for transaction and general informational purposes. It is not investment research, a recommendation, a personal financial assessment or legal, accounting or tax advice. The Company does not undertake to monitor Virtual Currency markets for your benefit or warn you about price movements.

Nothing in these Terms creates a fiduciary, trustee, partnership, joint venture, employment or investment-advisory relationship between you and the Company.

The Services depend on independent third parties, including banks, payment providers, liquidity providers, identity and compliance technology providers, hosting and cybersecurity providers, Wallet providers and blockchain networks. The Company selects and oversees material providers in accordance with its internal requirements, but does not control the operation of independent third-party systems or public blockchain networks.

The Company is not liable for a delay or failure caused solely by a third party outside the Company’s reasonable control, except where liability cannot lawfully be excluded. The Company may suspend an affected Service where a critical provider or network is unavailable, degraded or presents a security, legal or compliance risk.

The Company takes reasonable administrative, technical and organizational measures to protect the Platform and customer information. However, no online system or blockchain network can be guaranteed to operate without interruption, delay, defect or security incident.

The Company may perform maintenance, suspend functionality, impose temporary limits or take other measures reasonably necessary to protect customers, comply with law or maintain the security and integrity of the Platform. Where reasonably practicable, the Company will restore affected functionality after the relevant issue is resolved.

You are responsible for identifying, reporting and paying taxes that apply to your use of the Services or your acquisition or disposal of Virtual Currency. The Company does not provide tax advice. Where required by Applicable Law, the Company may collect tax-related information from you or disclose information to competent tax or governmental authorities.

The Company’s handling of personal information is governed by the Privacy Policy available on the Platform. The Privacy Policy should be read together with these Terms.

You agree that notices, confirmations, requests for information, Account communications and other documents relating to the Services may be provided electronically through the Platform, by email or by another electronic method associated with your Account. You must keep your email address and other contact information current.

Operational and legally required communications are part of the Services and may be sent even if you have opted out of marketing communications. Commercial marketing messages, where any are sent, are handled separately in accordance with applicable consent and unsubscribe requirements.

The Company may restrict, suspend or close an Account, or disable a particular Service, where reasonably necessary to:

• comply with Applicable Law, a court order, regulatory requirement or sanctions measure;
• complete identity, bank-account, Wallet, financial-crime, fraud or security checks;
• respond to suspected unauthorized access, fraud or misuse;
• address a breach of these Terms or the Company’s customer acceptance requirements;
• protect the Company, a customer, a service provider or the integrity of the Platform from material risk;
• respond to a material provider, liquidity, banking, network or technical issue; or
• discontinue a Service or geographic market.

Where legally permitted and operationally appropriate, the Company will provide information about the status of a restriction and any action required from you. The Company may be unable to provide detailed reasons where doing so would disclose confidential compliance processes, monitoring methods, screening information, regulatory reporting or investigation-related information, or where disclosure is restricted or prohibited by Applicable Law.

You may request closure of your Account by contacting [email protected]. Closure is subject to completion or cancellation of pending Orders, resolution of outstanding obligations and retention of information required by law. The Company may retain customer, verification, Account, transaction, payment, Wallet, blockchain and compliance records for as long as required or permitted by Applicable Law. Account closure does not require the deletion of records that the Company is required or permitted to retain for legal, regulatory, compliance, fraud-prevention or dispute-resolution purposes. Closing an Account does not eliminate rights or obligations that arose before closure.

The Company may close an Account that has remained inactive for a period determined by the Company, subject to Applicable Law and any applicable notice requirements.

The Company may also restrict, suspend or terminate access where required by Applicable Law or where the Company is unable to complete or maintain required compliance checks, including where requested information or verification is not provided, a compliance concern cannot be satisfactorily resolved, or the relevant activity falls outside the Company’s applicable compliance requirements.

The Company may not disclose confidential information concerning its internal compliance processes, monitoring methods, screening systems, investigation procedures or regulatory reporting where disclosure is prohibited by law or could prejudice a compliance, regulatory or law-enforcement process.

Questions, complaints or concerns about the Services may be submitted to [email protected]. Please provide sufficient information to identify your Account and the matter being raised. The Company may request additional information necessary to investigate the complaint securely.

The Company will review complaints in accordance with its applicable complaints-handling procedures and legal obligations. Nothing in these Terms restricts a right you may have to contact a regulator, consumer-protection authority, court or other competent body where such a right exists under Applicable Law.

To the fullest extent permitted by Applicable Law, the Company and its directors, officers, employees and contractors are not liable for indirect, incidental, special, punitive or consequential loss, or for loss of profit, opportunity, anticipated savings, goodwill or data, arising solely from the use of the Services.

Without limiting the preceding paragraph, the Company is not responsible for loss resulting solely from:

• market movements occurring before or after the Execution Point;
• an incorrect Wallet address, bank detail, network or other instruction supplied or approved by you;
• loss or compromise of your private keys, credentials, devices or external Wallets;
• the operation, congestion, reorganization, fork or failure of a blockchain network;
• acts or omissions of an independent bank, payment provider, Wallet provider or other third party outside the Company’s reasonable control;
• a lawful compliance hold, reporting obligation, sanctions restriction or instruction of a competent authority; or
• your breach of these Terms or Applicable Law.

Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, gross negligence where liability cannot lawfully be limited, or any other liability or statutory remedy that Applicable Law does not permit the Company to exclude or limit. Nothing in these Terms limits any non-waivable consumer right.

You are responsible for loss suffered by the Company to the extent directly caused by your fraud, wilful misconduct, material breach of these Terms or unlawful use of the Services. To the extent permitted by law, you agree to indemnify the Company against third-party claims, losses and reasonable costs arising directly from such conduct, except to the extent caused by the Company’s own breach, negligence or misconduct.

The Company is not responsible for delay or failure to perform an obligation where performance is prevented by an event beyond its reasonable control, including failure of telecommunications or power infrastructure, cyberattack, blockchain disruption, banking-system outage, liquidity-provider disruption, governmental action, war, civil disorder, natural disaster, epidemic, labour disruption or another comparable event.

This section does not remove any obligation that Applicable Law requires the Company to perform despite the event. The Company will take commercially reasonable steps to restore affected Services when practicable.

The Platform, including its software, user interfaces, text, graphics, logos, databases and other content, is owned by or licensed to the Company and is protected by applicable intellectual property law. Subject to these Terms, the Company grants you a limited, personal, non-exclusive, non-transferable and revocable right to use the Platform solely to access the Services.

You may not copy, reproduce, distribute, modify, reverse engineer, decompile, scrape or exploit the Platform except to the extent expressly permitted by law or by the Company in writing.

The Company may amend these Terms from time to time to reflect changes in law, regulation, the Services, technology, security, customer protections or business operations. The most current version of these Terms will be published on this page.

Material changes will be communicated in a manner reasonably appropriate to the circumstances, and any notice required by Applicable Law will be provided. Where Applicable Law or the nature of a change requires renewed acceptance, the Company may require you to accept the updated Terms before further use of the Services.

These Terms and the relationship between you and the Company are governed by the laws of the Province of Alberta and the federal laws of Canada applicable in Alberta, without regard to conflict-of-laws principles, except to the extent mandatory law applicable to you requires otherwise.

Before commencing legal proceedings, you and the Company should first attempt in good faith to resolve the dispute through direct communication. If the dispute is not resolved, the courts of Alberta have jurisdiction, subject to any mandatory right you may have to bring a claim in another forum under Applicable Law.

44.1 Entire Agreement

These Terms, the Privacy Policy, the Virtual Currency Risk Disclosure, the information presented for a confirmed Order and any additional terms expressly incorporated into an Order constitute the agreement between you and the Company in relation to the Services and supersede prior understandings concerning the same subject matter.

The Company’s internal policies, procedures, risk assessments, methodologies, monitoring rules and compliance configurations are internal documents and are not incorporated into these Terms. Nothing in these Terms limits the Company’s right or obligation to apply controls required by Applicable Law or its internal compliance framework.

44.2 Assignment

You may not assign or transfer your rights or obligations under these Terms without the Company’s prior written consent. The Company may assign or transfer these Terms in connection with a merger, reorganization, sale of business or other lawful corporate transaction, subject to Applicable Law.

44.3 Severability

If a provision of these Terms is held to be invalid or unenforceable, it will be interpreted or severed to the minimum extent necessary, and the remaining provisions will continue in effect.

44.4 Waiver

A delay or failure by the Company to exercise a right does not waive that right. A waiver is effective only for the specific matter for which it is given.

44.5 Survival

Provisions which by their nature are intended to continue after Account closure or termination, including provisions concerning completed transactions, liability, intellectual property, disputes and governing law, continue to apply.

44.6 Language

These Terms are made available in English. Where Applicable Law requires the Terms or related consumer documents to be made available in another language, the Company will provide the language version and legal effect required by that law.

44.7 Electronic Records

Electronic records maintained by the Company concerning your acceptance of these Terms, Account activity, Order confirmations, communications and transactions may be used as evidence of those matters to the extent permitted by Applicable Law.

Questions about these Terms or the Services may be directed to:

Business

2771493 Alberta Ltd.

Email

[email protected]

Registered office: 200-1001 1 ST SE, Calgary, Alberta, T2P 5G3, Canada