Customer Agreement (Layer2 Financial Inc.)

Current as of 2023-11-24

This Main Customer Agreement (the “Main Agreement”) is entered into between you (hereinafter referred to as the “Customer”, “you” or “your”) and Layer 2 Financial Inc. (the “Layer2”) with respect to your use of Layer2 services (collectively, the “Services”), which includes the provision of payment and account services, as more fully described in Article III of these Terms, and access to the Platform, as defined in Schedule A (Definitions). To the extent that your use of the Services requires access to the Payment Services or the Account Services, as such terms are defined in Schedule A (Definitions), you will be required to accept the applicable terms and conditions relating to those services.

PLEASE REVIEW THE TERMS AND CONDITIONS OF THIS MAIN AGREEMENT CAREFULLY AS THEY GOVERN YOUR USE OF THE SERVICES. LAYER2’S EXPOSURE TO LIABILITY UNDER THIS MAIN AGREEMENT IS LIMITED AND YOUR ABILITY TO COMMENCE ACTION AGAINST LAYER2 IS SUBJECT TO RESTRICTIONS.

By clicking on “I Agree” to accept the Main Agreement, you are agreeing that you have read, understood and accept all of the terms and conditions set out in this Main Agreement and you acknowledge and agree that these terms and conditions will apply to your use of the Services.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the Parties hereby agree as follows:

ARTICLE I. INTERPRETATION

Section I.01 Defined Terms.

All capitalized and undefined terms herein shall have the meaning ascribed thereto in Schedule A (Definitions).

Section I.02 Parties.

Any reference to a “Party” herein means you or Layer2, as the case may be, and a reference to the “Parties” means both you and Layer2.

Section I.03 Gender.

In this Main Agreement, the masculine gender includes the feminine and neuter genders, the singular number includes the plural number, and vice versa, and the use of “including” and “include” means including without limitation.

ARTICLE II. ELIGIBILITY AND RESTRICTION ON SERVICES

Section II.01 Eligibility.

In addition to the additional terms set out in Section 2.03, the Services are only available to a Customer that is:

(a) a business validly subsisting and its country of incorporation, and for the purposes of the foregoing, a business includes corporations, partnerships, joint ventures, sole proprietorships, non-profit organizations, and any other entity commonly used to carry on business in the particular jurisdiction; or

(b) a natural person not resident in the United States, Canada, the European Union and the United Kingdom, provided that such person has reached the age of majority in the jurisdiction in which they reside, is legally permitted to enter into contracts, and has the legal capacity to do so; and the Customer is acting on its own behalf, in its capacity as a principal, and not on behalf of any other person or entity, unless prior written approval has been provided by Layer2, in its sole discretion.

Section II.02 Restrictions.

The Customer may not, and may not enable, directly or indirectly, a third-party to:

(a) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public Laye2 systems, programs, data, or services;

(b) act as service bureau or pass-through agent for the Services with no added value to Customers;

(c) reverse engineer or attempt to reverse engineer the Services or the Platform;

(d) use the Services to engage in any activity that is illegal, fraudulent, deceptive or harmful;

(e) perform or attempt to perform any action that interferes with the normal operation of the Services or the Platform or affects other Layer2 users’ use of the Services or the Platform; or

(f) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services or the Platform except as expressly permitted by Layer2.

SECTION II.03 ADDITIONAL TERMS.

LAYER2 WORKS WITH DESIGNATED FINANCIAL INSTITUTIONS IN ORDER TO PROVIDE THE SERVICES TO THE CUSTOMER. IN ORDER TO ACCESS ANY SERVICES PROVIDED UNDER THIS MAIN AGREEMENT, THE CUSTOMER MUST AGREE TO THE TERMS AND CONDITIONS APPLICABLE TO THE PARTICULAR DESIGNATED FINANCIAL INSTITUTION. BY EXECUTING THIS MAIN AGREEMENT, THE CUSTOMER EXPRESSLY AGREES TO THE TERMS AND CONDITIONS APPLICABLE TO THE DESIGNATED FINANCIAL INSTITUTION SET OUT IN SCHEDULE E.

SECTION II.04 ACKNOWLEDGEMENT AND AGREEMENT.

IN ENTERING INTO THIS MAIN AGREEMENT, THE CUSTOMER ACKNOWLEDGES THE FOREGOING AND REPRESENTS AND WARRANTS THAT IT COMPLIES AND WILL COMPLY AT ALL TIMES RELEVANT HERETO, WITH THE ELIGIBILITY CRITERIA SET OUT IN SECTION 2.01 AND THE RESTRICTIONS SET OUT IN SECTION 2.02, AND THE CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BY EXECUTING THIS MAIN AGREEMENT, IT IS AGREEING TO ALL THE TERMS AND CONDITIONS IN THE DESIGNATED FINANCIAL INSTITUTION AGREEMENTS CONTAINED IN SCHEDULE E.

ARTICLE III. SERVICES AND TERMS.

Section III.01 Services.

Layer2, directly or indirectly through one or more of its Affiliates or Third-Party Service Providers, will provide the Services to the Customer in accordance with the terms and conditions contained in this Main Agreement.

Section III.02 Provision of a Payment Services and Account Services Platform.

Throughout the Term, Layer2 shall host, maintain, service and support the Platform, in its current form or in any future form deemed appropriate by Layer2, in its sole discretion, and shall provide Customer with access and use of the Platform in order to facilitate the Payment Services and the Account Services contemplated hereunder, as applicable, and the use of the Payment Services and Account Services shall be governed by the terms and conditions of Schedule C (Payment Terms) and Schedule D (Account Terms), respectively.

Section III.03 Specific Payment Services.

Certain Services shall be governed by terms and conditions specific to those Services. Where a particular Service is governed by specific terms and conditions, such terms and conditions are set out in Schedule C (Payment Terms) hereto. Where a particular Service is not described in Schedule C (Payment Terms), such Service shall be governed by the terms and conditions contained in this Main Agreement.

Section III.04 Priority, Specific Over General.

Notwithstanding Section 18.10, where a particular Service delivered by Layer2 is described in Schedule C (Payment Terms) and the terms and conditions described in Schedule C (Payment Terms) relating to such Service conflict with the terms and conditions set out in this Main Agreement, the terms and conditions described in Schedule C (Payment Terms) relating to that Service shall prevail, provided, however, that all other terms of this Main Agreement shall continue apply to all Services not specifically described in Schedule C (Payment Terms).

Section III.05 Acceptance of Terms.

By accessing or using a Service described in Schedule C (Payment Terms), the Customer agrees to comply with the applicable terms described therein.

Section III.06 Updates to Terms via Platform.

Layer2 may, from time to time, update some or all of the terms contained in this Main Agreement or in Schedule C (Payment Terms) and such updates may be announced and implemented through the Platform. The Customer will be required to accept these terms and conditions prior to using the Platform or any related Services. In the event that the terms and conditions relating to a specific Service are updated through the Platform, those terms and conditions shall prevail over the terms and conditions described in this Main Agreement or in Schedule C (Payment Terms), as the case may be.

Section III.07 Service Modifications and Updates.

Layer2 may modify the Services and the Platform at any time, including adding or removing functionality or imposing conditions on use of the Services. Layer2 may notify Customer of material adverse changes in, deprecations to, or removal of functionality from, Services or the Platform. Layer2 is not obligated to make any modifications to the Services or the Platform, nor is it obligated to notify the Customer of any such modifications, and Layer2 will not be liable for any damages or losses suffered by the Customer as a result of any modification or non-modification to the Platform or lack of notice given to the Customer. Notwithstanding the foregoing, if Layer2 makes a modification to the Platform and such modification requires the Customer install an update, Layer2 shall provide a notice to the Customer indicating the deadline for the Customer to install the update, and the Customer shall fully install the update on or before the date that set out in the notice.

Section III.08 Subcontracting.

Layer2 may subcontract some or all of its obligations under this Main Agreement to third parties, including any Third-Party Service Provider.

Section III.09 Services Dependent on Jurisdiction.

Certain features or updates may be released in different jurisdictions at different times. The timing for these differing release dates may be due to regulation, business limitations, or no reason whatsoever. Layer2 will not be liable for any damages or losses suffered by a Customer for not releasing a feature or update to the particular Customer for any reason.

Section III.10 Beta Release.

From time to time, Layer2 may release certain updates to the Platform in beta (i.e. test format) (a “Beta Release”), which may include a particular release or feature. By their nature, a Beta Release may be feature-incomplete or contain bugs. With respect to a Beta Release:

(a) Layer2 may describe limitations that exist within a Beta Release, but Layer2 makes no representations that such description represents all the limitations or risks associated with the use of the Beta Release and will not be liable for any damages or losses suffered by a Customer that relies on such Beta Release description of limitations or risks;

(b) Layer2 will not be liable for any damages or losses suffered by a Customer that uses a feature or release that is still designated as a Beta Release, regardless of whether such feature or release has already been deployed in another jurisdiction as a live release;

(c) no Customer should use any Beta Release in a production environment until and unless the Customer understands and accepts the limitations and flaws that may be present in the Beta Release;

(d) unless the parties agree otherwise, the Customer’s use of Beta Release is and shall remain confidential;

(e) where the Customer chooses to participate in the testing of a Beta Release, they shall provide timely and thoughtful feedback on the Beta Release in response to Layer2 requests;

(f) the Customer acknowledges that Layer2 may incorporate the feedback into the Beta Release, and the Customer hereby acknowledges that Layer2 is the sole owner of the any improvements made to the Beta Release based on the Customer feedback; and

(g) Layer2 may suspend or terminate the Customer’s access to any Beta Release at any time, including for failure to deliver timely and thoughtful feedback upon request.

Section III.11 Support.

Layer2 will provide the Customer with support to resolve general issues relating to the Services through resources and documentation that Layer2 makes available on the Platform or via specific support channel assigned to Customer. The Customer may contact Layer2 support at support@layer2financial.com.

Section III.12 As Is and As Available.

Layer2 provides the Services and Layer2 Technology “AS IS” and “AS AVAILABLE”. Except as expressly stated as a “warranty” in this Main Agreement, and to the maximum extent permitted by Applicable Law, Layer2 does not make any, and expressly disclaims all, express and implied warranties and statutory guarantees with respect to its performance under this Main Agreement, Schedule C (Payment Terms), the Services or the Platform, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade. Neither Layer2 nor its Affiliates are or will be liable for any losses, damages, or costs that the Customer or others may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the Services, the Customer’s Account or the Customer’s failure to use or implement anti-fraud or data security measures.

Section III.13 Limitation of Liability.

Neither Layer2 nor its Affiliates shall be liable for any losses, damages, or costs that the Customer or others may suffer arising out of or relating to:

(a) the Customer’s access to, or use of, the Services in a way that is inconsistent with this Main Agreement;

(b) unauthorized access to servers or infrastructure, or to any data owned or used by Layer2 in providing the Services or the Platform;

(c) Service interruptions or stoppages;

(d) bugs, viruses, or other harmful code that may be transmitted to or through the Service;

(e) errors, inaccuracies, omissions or losses in or to any data owned or used by Layer2 in providing the Services or the Platform;

(f) content; or

(g) the defamatory, offensive, or illegal conduct of others.

ARTICLE IV. TERM

Section IV.01 Term.

This Main Agreement shall take effect on the Effective Date and shall have an initial term of [2] years (the “Initial Term”) unless otherwise terminated by either Party in accordance with the terms of this Main Agreement.

Section IV.02 Automatic Renewal.

This Main Agreement shall automatically renew itself upon the expiry of the Initial Term for an additional period of 1 year and shall automatically renew itself for additional 1-year terms, until terminated in accordance with Article V hereof.

ARTICLE V. TERMINATION AND SUSPENSION

Section V.01 Termination or Amendment of the Payment Services.

Without limiting its other rights under this Main Agreement or otherwise, Layer2 reserves the right to modify, suspend or discontinue all or part of the Payment Services at any time, with or without notice, for any of the following reasons:

(a) regulatory changes, including interpretive changes or changes to Layer2’s understanding of regulation,

(b) technical or technology changes, which could include technology rendering the Services obsolete or, in the alternative, difficult to deliver, or

(c) Third-Party Service Provider availability, including discontinuance of relationships with one or more Third-Party Service Providers.

Section V.02 Termination.

Either party may terminate this Main Agreement for any reason by giving written notice not less than 20 Business Days before the effective date of the termination, provided, however, that the provisions of this Main Agreement shall continue to apply until the end of the notice period.

Section V.03 Obligations of the Parties on Termination.

In the event that this Main Agreement is terminated by either Party providing the required written notice (each, a “Termination Notice”) in accordance with the terms of this Article V:

(a) Layer2 shall complete all Payment Transactions authorized by the Customer prior to the issuance of the Termination Notice;

(b) The Customer shall be obligated to pay all Fees associated with any Payment Transactions completed by Layer2 in accordance with Section 5.03(a); and

(c) Layer2 shall, upon completion of the Payment Transaction, return any remaining customer funds held by Layer2, less any Fees owing by the Customer to Layer2, to the Customer within 10 Business Days of the completion of the Payment Transactions described in Section 5.03(a), provided that the Customer has a provided a valid account or digital wallet address to which the funds can be sent.

Section V.04 Suspension.

Layer2 may immediately suspend the provision of any or all Services to Customer, including suspension of the Customer’s access to the Platform, if:

(a) Layer2 believes that the Customer’s use of the Services or Platform violates any Applicable Law or Governmental Authority requirement;

(b) Layer2 believes that the failure to suspend the provision of any or all Services to the Customer may result in a violation of any Applicable Law or Governmental Authority requirement;

(c) a Governmental Authority or a Third-Party Service Provider requires or directs Layer2 to do so;

(d) the Customer does not update in a timely manner the Customer’s implementation of the Services or the Platform to the latest production version Layer2 recommends or requires;

(e) the Customer does not respond in a timely manner to Layer2’s requests for information, including Customer Information, user information, or any other information deemed relevant by Layer2, in Layer2’s sole discretion. Failure to provide Layer2 with adequate time to verify and process updated information shall be deemed to be a failure to respond in a timely manner to Layer2 requests for information;

(f) the Customer breaches this Main Agreement or any other agreement between the Parties;

(g) the Customer enters into an insolvency proceeding, which includes but is not limited to, bankruptcy, reorganization, receivership, or liquidation;

(h) Layer2 believes that the Customer is engaged in a business, trading practice or other activity that presents an unacceptable risk to Layer2, in Layer2’s sole discretion; or

(i) Layer2 believes, in its sole discretion, that the Customer’s use of the Services:

(i) is or may be harmful to Layer2 or any third party,

(ii) presents an unacceptable level of credit risk,

(iii) increases, or may increase, the rate of fraud that Layer2 observes,

(iv) degrades, or may degrade, the security, stability or reliability of the Services, the Platform or any third party’s system (e.g., the Customer’s involvement in a distributed denial of service attack),

(v) enables or facilitates, or may enable or facilitate, illegal or Prohibited Transactions, as defined in Section 6.01 below, or

(vi) is or may be unlawful.

ARTICLE VI. PROHIBITED TRANSACTIONS

Section VI.01 Prohibited Transactions.

Certain types of Payments are considered to be prohibited transactions (“Prohibited Transactions”), and the Payment Services may not be used for the purpose of, or in connection with, any such Prohibited Transactions. A current list of Prohibited Transactions can be found at https://legal.layer2financial.com/legal/prohibitedbusinesses/

Section VI.02 Representation and Warranties.

The Customer represents and warrants that the Customer shall not use the Services to complete any Prohibited Transactions.

Section VI.03 Acknowledgement.

The Customer acknowledges and agrees that Layer2 may, in its sole discretion:

(a) refuse to process any transaction as a result of a determination that the transaction would be a Prohibited Transaction;

(b) suspend the use of some or all of the Services or the Platform by the Customer;

(c) terminate the Customer’s use of the Services or the Platform; or

(d) take any other action that Layer2 deems appropriate in the circumstances.

ARTICLE VII. CUSTOMER RESPONSIBILITIES

Section I.01 General Responsibilities.

The Customer agrees that it is independently responsible for:

(a) complying with all Applicable Laws in all activities related to the use of the Services, regardless of the purpose of the use, and

(b) not completing or attempting to complete any Prohibited Transactions,

Section I.02 Specific Responsibilities.

In order to facilitate the provision of the Services by Layer2, the Customer shall comply with each of the following:

(a) Due Diligence and Operating Procedures. The Customer shall:

(i) provide all information required by Layer2, including, but not but limited to, for purposes of account acceptance, onboarding process, compliance with the Bank Secrecy Act, and all Applicable Laws relating to AML, KYC, KYB, counter-terrorist financing, sanctions screening requirements, or any other legal obligations, in each case, as determined by Layer2, or its suppliers, in its sole discretion,

(ii) complete reasonable due diligence on each Recipient before submitting a Payment Transaction Request, including conducting an inquiry into the use of funds,

(iii) to the extent that the following are not expressly provided for elsewhere in this Main Agreement, respond to requests for information in a prompt and timely manner, where such requests are reasonably made by or on behalf of Layer2 to enable Layer2 to comply with its obligations under this Main Agreement,

(iv) respond to and provide documentation, data and other information as Layer2 reasonably requests in order for Layer2 to perform its obligations under this Main Agreement, and

(v) in order to process transactions initiated by the Customer, Layer2 may be required by Applicable Law or good industry practice to perform its own due diligence on the Customer or the Recipient. Accordingly, and in addition to the foregoing, Layer2 may request, and the Customer shall provide, all due diligence information reasonably requested by Layer2.

(b) Security and Fraud Policy. The Customer shall comply with all of Layer2’s Security and Fraud Policies, as amended from time to time. The Customer shall comply with any changes within a commercially reasonable time from when the Customer receives notice of an amendment to a policy, and in any event, not later than 90 days from the date of such notice.

(c) Customer Credentials. The Customer shall ensure that any user IDs, passwords or other credentials (collectively, the “Credentials”) that enable the Customer to access the Platform or any other system of Layer2 shall be kept confidential and protected from unauthorized access or use. The Customer shall be solely responsible for all actions taken using the Credentials. The Customer shall notify Layer2 immediately if it becomes aware of the loss, compromise or unauthorized use of the Credentials.

(d) Records. Layer2 may, in its sole discretion, acting reasonably and in accordance with Applicable Law, maintain records relating to all Payment Transactions and all Recipients connected with those transactions under this Main Agreement and such records may include copies of all relevant due diligence documents and data secured by Layer2, including KYC, KYB and AML documents, whether in hardcopy, electronic or other medium.

ARTICLE II. FEES

Section II.01 Fees.

The Fees payable hereunder shall be in accordance with the terms set out in the Integrator Services Agreement. The Customer shall pay the Integrator the amounts set out in the Integrator-Customer Agreement and the Integrator shall remit the Fees to Layer2. In the event that the fees payable by the Customer with respect to the Services to be delivered hereunder have not been agreed to, in writing, on or before the date first above written, or are not in accordance with the terms contained in the Integrator Services Agreement for any reason, Layer2’s standard fees shall apply, as posted on the Platform.

Section II.02 Obligation to Pay.

Notwithstanding anything else contained herein, the Customer shall be obligated to pay, and shall pay, all Fees owing to Layer2 under this Main Agreement. In the event that the Integrator does not remit any amount of the Fees to Layer2 for any reason, Layer2 shall deliver a notice to the Customer of all Fees owing by the Customer to Layer2 and the Customer shall immediately pay, without protest, all outstanding Fees described in the notice.

Section II.03 Revision of Fees.

Layer2 may revise the Fees at any time. If Layer2 revises the Fees for a Service that Customer is currently using, Layer2 will notify the Customer or the Integrator, as the case may be, at least 30 days before the revised Fees apply.

Section II.04 Customer Costs.

The Customer shall be responsible for and bear all costs incurred by it in the implementation, integration and use of the Payment Services including, without limitation, compliance with the requirements of the Customer’s Responsibilities.

Section II.05 Fees Non-Refundable.

Fees payable under this Main Agreement are non-refundable, except to the extent that a Payment Transaction is cancelled by the Customer prior to the commencement of the processing of the Payment Transaction by Layer2.

Section II.06 Unpaid Accounts.

Layer2 shall have the right and authority, in its sole discretion, acting reasonably, to liquidate any and all assets in the Customer’s Account or accounts to cover any unpaid fees and expenses.

Section II.07 Tax Not Included in Fees.

Layer2’s Fees exclude all Tax. Customer shall be solely responsible and liable for:

(a) determining which, if any, Tax or fees apply to the transactions undertaken by the Customer on the Platform or through the Services; and

(b) assessing, collecting, reporting and remitting Tax owing in respect of any Services received by the Customer.

Section II.08 Withholding Tax.

If Layer2 determines that it is required to withhold amounts in respect of Tax owing by the Customer, such determination to be made in Layer2’s sole discretion, Layer2 may deduct such required withholding amounts (the “Withholding Amount”) from amounts otherwise owed to Customer and pay the Withholding Amount to the appropriate Governmental Authority. If Customer is exempt from paying Tax on the particular transaction, or is otherwise eligible to have a reduced withholding rate in respect of the particular transaction, the Customer may provide to Layer2 an original certificate, issued by the appropriate Governmental Authority, that satisfies applicable legal requirements attesting to the Tax-exempt status of the Customer or the transaction, or the reduced rate of applicable to the Withholding Amount, in which case Layer2, if satisfied, in its sole discretion, will reduce the Withholding Amount in accordance with the certificate or Layer2’s understanding of the applicable facts. Customer must provide accurate information regarding its Tax affairs as Layer2 reasonably requests and must promptly notify Layer2 if any information in Layer2’s possession is inaccurate or incomplete. Layer2 may send documents to the Customer and Governmental Authorities for transactions processed using the Services. Specifically, Applicable Law may require Layer2 to file periodic informational returns with Governmental Authorities related to the Customer’s use of the Services. Layer2 may send Tax-related information electronically to the Customer.

ARTICLE III. REPRESENTATIONS AND WARRANTIES

Section III.01 Mutual Representations of the Parties.

Each Party represents, warrants and undertakes that:

(a) it has full capacity and authority to enter into and to perform this Main Agreement;

(b) this Main Agreement is executed by a duly authorised representative of that Party;

(c) it shall comply with all Applicable Laws;

(d) there are no actions, suits or proceedings or regulatory investigations pending or, to that Party’s knowledge, threatened against or affecting that Party before any court or administrative body or arbitration tribunal that might affect the ability of that Party to meet and carry out its obligations under this Main Agreement;

(e) it has and shall maintain at all times during the Term, commercially reasonable insurance policies applicable to its obligations in this Main Agreement; and

(f) once duly executed, this Main Agreement will constitute that Party’s legal, valid and binding obligations.

Section III.02 Representations and Warranties of the Customer.

In receiving the Payment Services, the Customer further represents, warrants and undertakes that:

(a) it Is acting on its own behalf and not for the benefit of any other Person;

(b) it shall comply with all of the Customer’s Responsibilities described in this Main Agreement;

(c) it shall not undertake any Prohibited Transactions or that are connected to any prohibited industries or prohibited customers under Applicable Laws;

(d) all information provided to Layer2 as part of any onboarding, integration, transactions and customer data, payment data requirements, security and fraud policies, records, audit, KYC, KYB, AML, or other identification, screening or validation activity under this Main Agreement is complete and accurate or will be complete and accurate within 5 Business Days of the Effective Date; and

(e) the Customer has all appropriate licenses in their respective countries of operation.

Section III.03 Acknowledgements and Authorizations of the Customer.

The Customer acknowledges that Layer2 is required by law to carry out all necessary security and customer due diligence checks on all parties involved in a Payment Transaction, including the Customer and the Recipient, and may be required to disclose such information to Layer2 Parties in order to complete a Payment Transaction, and consequently the Customer:

(a) agrees to comply with any request for further information made by Layer2 and to provide such information in a format acceptable to Layer2;

(b) agrees and authorizes Layer2 to make, directly or through any third-party, any inquiries Layer2 considers necessary to validate the information provided to Layer2, including checking commercial databases or credit reports. The Customer further authorizes Layer2 to take such steps as it deems necessary to comply with its legal obligations, from time to time; and

(c) acknowledges and agrees that Layer2 may, from time to time, be required to disclose Customer Information to third-parties about the Customer’s Account or the details of the Payment Transactions, which may include Confidential Information, and, notwithstanding anything to the contrary contained in this Main Agreement, the Customer authorizes Layer2 to disclose such information to such third-parties:

(i) where the disclosure is necessary for completing the Payment Transaction,

(ii) in order to verify the existence and condition of the Customer’s Account for a third-party, such as a credit bureau or merchant,

(iii) in order to comply with a Governmental Authority or a court of law, or

(iv) where the Customer has provided Layer2 with written authorization to do so.

ARTICLE IV. DISPUTE RESOLUTION

Section IV.01 Dispute Procedure.

In the event of any dispute, potential claim, question, or disagreement arising from or relating to this Main Agreement or the breach thereof (collectively, a “Dispute”), the Parties shall undergo the following dispute resolution procedure in the order set out below:

(a) first, the aggrieved Party shall notify the other Party, in writing within 5 Business Days of becoming aware of the issue giving rise to the Dispute, of the specific terms of the Dispute and its intent to address and resolve the Dispute (a “Dispute Notice”);

(b) second, the Parties shall use commercially reasonable efforts to promptly settle the Dispute, including executives of each Party meeting in person, and negotiating with each other in good faith;

(c) third, in the event that the in-person meetings described in Section 10.01(b) not resolve the Dispute within 20 Business Days of the Dispute Notice (the “Negotiation Deadline”), then, unless the Parties agree to an extension in writing, the Parties shall confidentially mediate the Dispute in good faith with an arm’s length third-party mediator in Ontario, Canada, or such other location agreed to by the Parties, with the objective of resolving the Dispute within 20 Business Days of the Negotiation Deadline (the “Mediation Deadline”); and

(d) fourth, if the Parties do not resolve the Dispute by the Mediation Deadline, the Dispute shall be finally settled by binding arbitration administered by an arm’s length licensed arbitrator or such other qualified arbitrator as agreed to by the Parties, in Ontario, Canada, or such other location agreed to by the Parties, on the terms and within the timelines determined by the arbitrator and any decision issued by the arbitrator shall be in writing and shall provide an explanation for all conclusions of law and fact.

Section IV.02 Costs.

Each Party shall be responsible for their own costs in respect of a Dispute resolved in accordance with Section 10.01(a), (b) or (c), provided however that, the arbitrator in Section 10.01(d) may award the prevailing Party on each claim or defence, if any, as determined in the arbitrator’s sole discretion, some or all of its costs and such costs may include all reasonable pre-award expenses incurred by the prevailing Party, including arbitration fees, administration fees, out-of-pocket expenses and reasonable legal fees.

Section IV.03 No Court Proceedings.

Subject to Section 10.04, the Parties agree that the foregoing dispute resolution process described in this Article X is the entire procedure for resolving a Dispute between the Parties relating to this Main Agreement.

Section IV.04 Exception for Protection of Confidential Information.

Notwithstanding the foregoing, the Parties agree that monetary damages would be inadequate compensation to an aggrieved Party in the event that one Party breaches the confidentiality provisions of this Main Agreement and that any such violation or threatened violation would cause irreparable injury to the other Party. In order to protect the Confidential Information of a Party, that Party may, in addition to any other remedies that may be available, in law, in equity or otherwise seek injunctive in relief in the Ontario courts against the threatened breach or continued breach by the other Party, without the necessity of proving actual damages.

ARTICLE V. INTELLECTUAL PROPERTY, CONSUMER DATA AND CONFIDENTIALITY

Section V.01 Confidential Information.

Except to the extent set out in Section 11.02 or where disclosure is expressly permitted elsewhere in this Main Agreement, each Party shall:

(a) treat the other Party’s Confidential Information as confidential; and

(b) not disclose the other Party’s Confidential Information to any other person without the disclosing Party’s prior written consent.

Section V.02 Limitations to Confidentiality.

Section 11.01 shall not apply to the extent that:

(a) such information was in the possession of the Party making the disclosure, without obligation of confidentiality, prior to its disclosure; or

(b) such information was obtained from a third-party without obligation of confidentiality; or

(c) such information was already in the public domain at the time of disclosure otherwise than through a breach of this Main Agreement; or

(d) such information was independently developed without access to the other Party’s Confidential Information.

Section V.03 Intellectual Property Rights.

Neither Party to this Main Agreement shall acquire any right, title or interest in or to the Intellectual Property Rights of the other Party or its Affiliates.

Section V.04 Layer2’s Intellectual Property.

All marks and logos related to the Payment Services are either trademarks or registered trademarks of Layer2 or its licensors and all page headers, custom graphics, button icons and scripts belong to Layer2 (collectively, “Layer2’s IP”) and the Customer may not copy, imitate or use, without prior written consent of Layer2, in its sole discretion.

Section V.05 Use of Layer2’s IP.

In the event that Layer2 grants to a Customer the right to copy, imitate or use Layer2’s IP, such right shall be governed by the terms of the grant of rights, but in any event, the Customer shall not:

(a) use Layer2’s IP in a manner that is disparaging to Layer2; and

(b) display Layer2’s IP in any manner that implies Layer2’s sponsorship or endorsement;

and the Customer acknowledges and agrees that any and all technology, intellectual property or content created or derived from the right granted by Layer2 shall be Layer2’s exclusive property or that of its licensors.

ARTICLE VI. FORCE MAJEURE

Section VI.01 No Liability for Force Majeure.

A Party shall not be liable for any failure, delay or non-performance of its obligations under this Main Agreement to the extent that such delay or non-performance is due to a Force Majeure Event, provided that such Party uses commercially reasonable efforts to resume performance as soon as reasonably practicable.

Section VI.02 Notice.

In the event of a failure, delay or non-performance of obligations by a Party, that party shall notify the other Party of the Force Majeure Event within 5 Business Days of becoming aware of the Force Majeure Event.

Section VI.03 Termination of Agreement.

In the event that a Force Majeure Event precludes a Party from performing their obligations under this Main Agreement for a period of 20 Business Days, the other Party shall have the right to terminate this Main Agreement without penalty upon 5 Business Days’ prior written notice to the other Party.

ARTICLE VII. LIMITATIONS OF LIABILITY

Section VII.01 Interpretation.

References to liability in this Article XIII apply to every liability arising under or in connection with this Main Agreement, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

Section VII.02 No Liability for Third-Parties.

The Parties acknowledge and agree that Layer2 shall not be liable for any acts or omissions of any third parties, including but not limited to banks, non-bank financial institutions, gateway and or payment processors, Intermediaries or Third-Party Service Providers involved directly or indirectly in the provision of the Services.

Section VII.03 Customer Liable for All Authorized Payment Transactions through the Platform.

The Customer is liable for any Payment Transactions authorized by the Customer or its representatives, or initiated by the Customer or its representatives, on the Platform, including any Payment Transactions initiated by any Person through the Customer’s Account.

Section VII.04 Damages Limitation.

In no event will Layer2 be liable for:

(a) losses which arise from Layer2’s compliance with Applicable Laws; or

(b) special, indirect or consequential damages, or lost profits or loss of business arising in connection with this Main Agreement.

Section VII.05 Legal Limitation of Liability.

Nothing in this Main Agreement limits any liability which cannot legally be limited, including but not limited to liability for fraud or fraudulent misrepresentation.

Section VII.06 Cap on liability.

Subject to Section 13.04, the total aggregate liability under or in connection with this Main Agreement for each Party shall not exceed $5,000 United States dollars.

ARTICLE VIII. INDEMNIFICATION

Section VIII.01 Indemnification by the Customer.

The Customer shall indemnify and hold Layer2 and its Affiliates, and their respective officers, directors employees, contractors and subcontractors harmless from and against any and all liabilities, damages, claims, losses lawsuits and expenses (including reasonable legal fees and expenses) (collectively “Losses”) in respect of third-party claims arising out of:

(a) any breach of this Main Agreement;

(b) the Customer’s gross negligence or wilful misconduct; and

(c) any claim that the Customer infringed any Intellectual Property Rights of any third-party.

Section VIII.02 Indemnification by Layer2.

Subject to the cap on liability set out in Section 13.06, Layer2 shall indemnify and hold the Customer, and its respective officers, directors and employees harmless from and against any and all Losses for third-party claims arising out of:

(a) any breach of this Main Agreement;

(b) Layer2’s gross negligence or wilful misconduct; or

(c) any claim that Layer2 infringed any Intellectual Property Rights of any third-party.

ARTICLE IX. ASSIGNMENT AND OTHER DEALINGS

Section IX.01 Layer2 Assignment.

Layer2 may assign this Main Agreement or any right or obligation under this Main Agreement at any time to any party and Layer2 may assign, delegate or subcontract certain of its rights and responsibilities under this Main Agreement to any Layer2 Party.

Section IX.02 Customer Assignment.

The Customer may not assign, novate, transfer, subcontract, delegate or otherwise deal with any of its rights and obligations under this Main Agreement without the prior written consent of Layer2, such consent to be provided in Layer2’s sole discretion.

ARTICLE X. RELATIONSHIP OF THE PARTIES

Section X.01 Independent Contractor Relationship.

The Parties agree that the Payment Services provided under this Main Agreement are being provided by Layer2 as an independent contractor and this Main Agreement does not establish a partnership or joint venture between the Parties.

Section X.02 Limited Agency Relationship.

This Main Agreement creates a limited agency arrangement between the Parties with respect to the custody of the Customer’s funds and only to the extent necessary for Layer2 to deliver the Services. Notwithstanding the foregoing, nothing in this Main Agreement is intended to, or shall be deemed to, authorize either Party to make or enter into any commitments for or on behalf of the other Party.

ARTICLE XI. NOTICES

Section XI.01 Notices.

A notice or communication given to a Party under or in connection with this Main Agreement shall be delivered:

(a) in writing electronically to:

(i) if to Layer2, support+notices@layer2financial.com and

(ii) if to Customer, the Customer’s email address on file with Layer2,

(b) by Layer2 to the Customer by way of posting to the Platform, or

(c) as otherwise directed by one Party to the other in writing.

ARTICLE XII. GENERAL

Section XII.01 Electronic Execution and Counterparts.

This Main Agreement may be executed electronically in any number of counterparts (including PDF, JPEG or other agreed electronic format) with electronic signatures, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts taken together shall constitute one agreement and shall be deemed to be an original.

Section XII.02 Electronic Transmission.

Any counterpart delivered electronically, whether executed by hand or by electronic signature, shall be considered to be a validly delivered counterpart of this Main Agreement.

Section XII.03 Agreement Completion.

No counterpart shall be effective until each Party has executed and delivered at least one counterpart to the other Party and this Main Agreement shall have no force or effect until all counterparts have been executed and delivered.

Section XII.04 Entire Agreement.

This Main Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Section XII.05 Liability for External Representations.

Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Main Agreement.

Section XII.06 Unenforceable Term or Provision.

If any term, provision or part of a term or provision in this Main Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but shall not affect the validity and enforceability of the rest of this Main Agreement.

Section XII.07 Effect of Deemed Deletion.

If any term, provision or part of a term or provision in this Main Agreement is deemed deleted under Section 18.06, the Parties shall negotiate in good faith to agree to a replacement term or provision that, to the greatest extent possible, achieves the intended commercial result of the original term or provision.

Section XII.08 Waiver.

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

Section XII.09 Survival.

On termination of this Main Agreement, for any reason, the following sections shall continue in force:

(a) Article VIII (Fees);

(b) Article XI (Intellectual Property, Consumer Data and Confidentiality);

(c) Article XIII (Limitations on liability);

(d) Section 18.04 (Entire Agreement), Section 18.08 (Waiver), Section 18.09 (Survival), Section 18.11 (Governing Law) and Section 18.12 (Jurisdiction);

(e) Article XVII (Notices); and

(f) all other Articles or Sections that expressly or by implication are intended to survive termination.

Section XII.10 Conflict.

If there is an inconsistency between the terms of this Main Agreement, including any Article or Section, or part of an Article or Section, and the Schedules and any documents referenced in the Schedules, the provisions in the terms of this Main Agreement shall prevail in preference to the Schedules (unless Section 3.04 is applicable to the particular Service, in which case the Schedule C (Payment Terms) shall prevail over the terms of the particular Service) and any documents referenced in the Schedules and the provisions of the Schedule shall prevail over the provisions of any documents referenced in the Schedules. In the event that any term in this Main Agreement or any Schedule is amended by way of update through the Platform, the Platform update shall prevail to the maximum extent possible, while still giving effect to the remaining provisions of this Main Agreement.

Section XII.11 Governing Law.

This Main Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Province of Ontario and applicable federal laws of Canada.

Section XII.12 Jurisdiction.

Each Party irrevocably agrees that the courts of the Province of Ontario, Canada shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Main Agreement or its subject matter or formation.

Section XII.13 Schedules.

All Schedules referred to herein form part of this Main Agreement and shall have effect as if set out in full in the body of this Main Agreement. Any reference to this Main Agreement includes the Schedules. For the purposes of this Main Agreement, the Schedules are:

(a) Schedule A – Definitions

(b) Schedule B – Intentionally Deleted

(c) Schedule C – Payment Service Terms (if applicable)

(d) Schedule D – Account Service Terms (if applicable)

(e) Schedule E – Designated Financial Institution Terms and Conditions

Section XII.14 Statutory References.

A reference to a statute or legislation, including any provisions thereunder, is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or legislation.

Section XII.15 Amendments.

No modification of or amendment to this Main Agreement shall be effective unless in writing signed by authorized representatives of both Parties.

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SCHEDULE A DEFINITIONS

The following definitions apply in the Main Agreement and the Schedules thereto:

(a) “Account Services” has the meaning ascribed thereto in Section 1.01 of Schedule D (Account Terms).

(b) “Account Transaction” means any transaction relating to a Customer Account pursuant to Schedule D (Account Terms).

(c) “ACH” means an automated clearing house transaction.

(d) “ACH Pull” means an ACH pull transaction initiated by Layer2 at the Customer’s request.

(e) “ACH Push” means an ACH push transaction initiated by the Customer.

(f) “ACH Service” means all Account Transactions executed through the ACH network.

(g) “Affiliate” means any Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with, a specified Person.

(h) “AML” means anti-money laundering, as such term is understood under Applicable Laws.

(i) “API” means application program interface.

(j) “Applicable Law” means any law applicable to the Main Agreement, including federal, provincial, state, municipal and civil laws, as well as any treaties, statutes, codes, regulations, rules, executive orders, supervisory requirements, licensing requirements, export requirements, directives, circulars, decrees, interpretive letters, guidance or other official releases of or by any Governmental Authority or any regulatory organization or body relating thereto, whether in force in the Province of Ontario, Canada, or in any other jurisdiction where the Main Agreement may be applicable in respect of either Party.

(k) “Applicable Jurisdiction” means, Layer2’s jurisdiction, the Sending Country’s jurisdiction or the Receiving Country’s jurisdiction, as the case may be.

(l) “Authenticated Instructions” means the Directions given to Layer2 by the Customer or by an authorized representative of the Customer that are authenticated by Layer2 through the Platform.

(m) “Available Balance” means the amount of the Customer’s funds currently held in a Customer’s Account that are not subject to a Hold.

(n) “Business Day” means Monday through Friday, excluding days on which banks in the Applicable Jurisdiction are closed.

(o) “Confidential Information” means information and technical data, which is not generally known to the public, whether disclosed directly or indirectly, in writing, orally, or visually, that the receiving Party knows or should know is confidential or proprietary. Examples of Confidential Information include, but are not limited to, a Party’s products, software, websites, apps, marketing plans and materials, business strategies, business methods, models, financial reports or projections, product plans and specifications, designs, processes, manuals, ideas, concepts, drawings, pricing, fees, operational plans, know-how, employee information, shareholder information, vendor information, customer information, and ownership or investor information.

(p) "Control” or “Controls”, and the formatives “Controlling” and “Controlled” mean the possession, directly or indirectly, of 50% or more of the equity interests of another Person or the power to otherwise direct or cause the direction of the management and policies of such other Person, whether through ownership of voting securities, by contract, or otherwise.

(q) “Currency” means any currency or other form of fiat money that is recognized as legal tender by any Governmental Authority, and includes, without limitation, the United States dollar, the Canadian dollar, the Euro, the British pound, the Japanese yen, the Swiss franc, and the Chinese yuan.

(r) "Custodial Account” means the account or accounts maintained by Layer2 with one or more Designated Financial Institutions and through which Layer2 holds and makes available Customer Accounts.

(s) “Custodial Bank” means Designated Financial Institutions as determined by Layer2, at which the Custodial Accounts will be held.

(t) "Customer Accounts” has the meaning ascribed thereto in Article I of the Account Terms.

(u) “Customer’s Account” means the Customer’s Customer Account managed or administrated by Layer2.

(v) “Customer’s Responsibilities” means the responsibilities of the Customer described in Article VIII of the Main Agreement.

(w) “Deposit Insurance” means deposit insurance protection of the Federal Deposit Insurance Corporation in the United States or similar deposit insurance protection under Applicable Laws in other Applicable Jurisdictions.

(x) "Designated Financial Institution” means a bank, credit union, or other financial institution, regulated under Applicable Law in Layer2’s jurisdiction, Customer’s jurisdiction, or the Sending Country, as applicable in the circumstances designated by Layer2.

(y) “Designated Financial Institution Agreements” means the agreement between Customer and the Designated Financial Institution appended hereto as Schedule E and forming part of the Main Agreement, together with any other schedules, policies, procedures, disclaimers, and amendments thereto, as may be required by the Designated Financial Institution to utilize the Designated Financial Institution’s services.

(z) “Digital Asset” means a digital asset that is capable of being traded or exchanged and that is used as a medium of exchange, store of value, or unit of account, and includes a digital currency, security token, asset-backed token, utility token, and other digital assets that have been verified and recorded using a distributed ledger or blockchain technology.

(aa) “Direction” means the direction of the Customer to Layer2, to send or receive a Payment.

(bb) “Effective Date” means the date of the Main Agreement first written above.

(cc) “Entry” has the meaning set out in the Rules, and generally means any electronic funds transfer initiated through the ACH Service resulting in a debit or credit to a particular account at a Designated Financial Institution.

(dd) “Fees” means the amounts payable by the Customer to Layer2 under the Main Agreement, Schedule C (Payment Terms) or the Account Terms, as the case may be, and includes all Integrator Fees.

(ee) “Force Majeure Event” means any cause affecting, preventing or hindering the performance by a Party of its obligations under the Main Agreement arising from acts, events, omissions or non-events beyond its reasonable control, including, without limitation, acts of God, riots, war, acts of terrorism, fire, flood, storm or earthquake and any disaster, infectious diseases or pandemics, public power outages, labour strikes, technological attacks (e.g. DoS, DDoS, MitM), cyberattack or malfunction of a network or protocol, governmental action rendering performance illegal or impossible, acts or omissions of third party banks, non-bank financial institutions and pay-out channels;

(ff) “Foreign Currency” means any Currency that is not Local Currency.

(gg) “Fork” means any change to the software code of a Digital Asset that creates a separate blockchain, including a hard fork.

(hh) “Governmental Authority” means any federal, provincial, state, local or foreign government, any governmental authority, any governmental agency, court, tribunal, commission, board, or other governmental entity or regulatory body, or any political subdivision thereof.

(ii) “Holds” means a temporary or permanent restriction placed on some or all of the funds comprising a Customer Account by Layer2, its Affiliates or any Third-Party Service Provider (including Intermediaries) in accordance with Applicable Law, or for any other business reason determined appropriate by Layer2, acting reasonably, provided, however, that temporary restrictions may be placed on some or all of the funds comprising a Customer Account where a credit to, or debit from, the Customer Account remains unconfirmed.

(jj) “Integrator” means [Name].

(kk) “Integrator-Customer Agreement” means the services agreement entered into between the Integrator and the Customer with respect to services to be delivered by the Integrator to the Customer, and includes any schedules or supplementary agreements entered into with respect to the Services.

(ll) “Integrator Fees” means the fees payable by the Integrator to Layer2 with respect to the Services to be delivered to the Customer by Layer2 in accordance with the Integrator Services Agreement.

(mm) “Integrator Services Agreement” means the BaaS Platform Agreement entered into between Layer2 and the Integrator.

(nn) “Intellectual Property Rights” means any and all intellectual property rights of any nature anywhere in the world whether registered, registrable or otherwise, including patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights which subsist in computer software, computer programs, APIs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the “look and feel” of any websites and or mobile applications.

(oo) “Intermediaries” means the intermediary institutions or technologies, including third party platforms, exchanges and distributed ledger systems, used by Layer2 or the Recipient Parties, as the case may be, to complete a Payment Transaction.

(pp) “KYC” means know-your-customer due diligence procedures and requirements under Applicable Laws, including any applicable anti-money laundering requirements.

(qq) “Layer2” has the meaning ascribed thereto in the recitals to the Main Agreement.

(rr) “Layer2 Party” means any of Layer2, an Affiliate of Layer2, Layer2’s Designated Financial Institutions or the applicable Affiliate of the foregoing, and any Third-Party Service Providers, and “Layer2 Parties” means all of them, or any of them involved in delivering a particular Payment Transaction, as the context so requires.

(ss) “Local Currency” means any Currency that is legal tender in the Applicable Jurisdiction or in the Currency of the Sending Country, as applicable in the circumstances.

(tt) “Payment” means a payment made utilizing the Payment Services in accordance with Schedule C (Payment Terms), or a payment made utilizing the Account Services, in accordance with Schedule D.

(uu) “Payment Services” has the meaning ascribed thereto in Section 1.01 of Schedule C (Payment Terms).

(vv) “Payment Transaction” means a Payment transaction initiated by the Customer to a Recipient in accordance with the terms of the Main Agreement.

(ww) “Payment Delivery Funds” means the amount of funds to be delivered to the Recipient, as determined in Local Currency.

(xx) “Payment Transaction Funds” means the Estimated Transaction Funds, as defined in Section 3.01(b), or the Updated Payment Transaction Funds, as defined in Section 3.01(e), as applicable.

(yy) “Payment Transaction Request” means a request to commence a Payment Transaction, initiated by the Customer through a submission on the Platform, containing all of the required information necessary for Layer2 to be able to complete the Payment Transaction;

(zz) “Person” means an individual, partnership, corporation, limited liability company, trust, joint venture, association, unincorporated organization, government agency, or political subdivision thereof, or any other entity.

(aaa) “Platform” means Layer2’s website (www.layer2financial.com) and any other proprietary technology and data processing platforms or applications released by Layer2 which enables Layer2 to provide the Payment Services contemplated in the Main Agreement.

(bbb) “Receiving Country” means the country in which the funds comprising a Payment Transaction will be sent to.

(ccc) “Recipient” means the intended recipient of a Payment sent by the Customer.

(ddd) “Recipient Party” means any of the Recipient, the Recipient’s financial institution, and the Recipient’s financial institution’s correspondent bank relationships,

(eee) “Recipient Parties” means all of them, or any of them involved in delivering a particular Payment Transaction, as the context so requires.

(fff) “Restricted Business” means the types of businesses that a Customer may not be engaged in, and includes any business described on the Platform as a “Restricted Business” from time to time.

(ggg) “Rules” has the meaning ascribed thereto in Section 6.01 of Schedule D (Account Terms).

(hhh) “Sending Country” means the country in which the funds comprising a Payment Transaction will be sent from.

(iii) “Tax” means any federal, state, local, or foreign income, sales, use, value added, excise, gross receipts, property, ad valorem, franchise, payroll, severance, stamp, transfer, transaction, occupation, premium, customs, duties, and other taxes, fees, assessments, levies, charges, or other similar governmental impositions, together with any interest, penalties, additions to tax, or additions to tax in respect thereof.

(jjj) “Term” has the meaning ascribed thereto in Article IV.

(kkk) “Third-Party Service Provider” means any third party that provides services to Layer2 in connection with the Services, including, but not limited to, one or more financial institutions, payment processors, and/or foreign exchange providers.

SCHEDULE B INTENTIONALLY DELETED

SCHEDULE C PAYMENT SERVICES TERMS

The Payment Service terms contained in these Payment Terms to the Main Agreement (the “Payment Terms”) supplement and form part of the Main Agreement between Layer2.

PLEASE REVIEW THESE PAYMENT TERMS CAREFULLY AS THEY GOVERN YOUR USE OF THE PAYMENT SERVICES. LAYER2’S EXPOSURE TO LIABILITY UNDER THESE PAYMENT TERMS IS LIMITED AND YOUR ABILITY TO COMMENCE ACTION AGAINST LAYER2 IS SUBJECT TO RESTRICTIONS.

By clicking on “I Agree” to accept these Payment Terms, you are agreeing that you have read, understood and accept these Payment Terms and you acknowledge and agree that these Payment Terms will apply to your use of the Payment Services.

All capitalized and undefined terms herein shall have the meaning ascribed thereto in the Main Agreement or Schedule A (Definitions), as applicable. Any reference to a “Party” herein means you or Layer2, as the case may be, and a reference to the “Parties” means both you and Layer2.

ARTICLE I. THE PAYMENT SERVICES

Section I.01 Payment Services.

Layer2, directly or indirectly through one or more of its Affiliates or Third-Party Service Providers, will provide the Payment Services to the Customer in accordance with the terms and conditions contained in these Payment Terms.

Section I.02 Available Currencies.

The Payment Services will only be made available for transactions executed in the Currencies and Digital Assets identified on the Platform as available for delivery to a Recipient in the Receiving Country. For greater certainty, Layer2 is not obligated to deliver Payment Services in any Currency or Digital Asset not identified on the Platform.

Section I.03 Payment Transaction Requests.

The Customer shall submit a Payment Transaction Request to Layer2, in accordance with the procedures described in Section 2.01.

Section I.04 Disbursement Options.

Layer2 may, in its sole discretion, acting reasonably, determine from time to time to make available different disbursement options for the completion of a Payment Transaction, including, by way of example, bank transfers, wire payments, mobile money, digital wallets, prepaid cards or cash pickup, and, for greater certainty, disbursement options shall be different depending on the Receiving Country.

Section I.05 Foreign Exchange Rates.

All transactions involving foreign exchange conversion will be calculated using the foreign exchange rate provided by Layer2 or Layer2’s foreign exchange partners at the time of the conversion. In some cases, Layer2 will calculate foreign exchange rates using rates provided by one or more third parties. Foreign exchange rates may differ based on the time of the transaction. Layer2 is not responsible for any fees or charges imposed by third-party financial institutions for Currency conversion or Digital Asset conversion.

Section I.06 Delivery Timing.

Except as described in Section 3.03 or as otherwise indicated on the Platform, Layer2 will make commercially reasonable efforts to deliver the Payment Delivery Funds to the Recipient within 5 Business Days of Layer2 receiving Payment Transaction Funds from the Customer.

Section I.07 Refusal of Transaction Requests.

Layer2 reserves the right to decline any Payment Transaction Request or to limit the Payment Transaction amount.

ARTICLE II. PAYMENT TRANSACTION PROCEDURES

Section II.01 Payment Transaction Requests.

The following procedures apply to Payment Transaction Requests submitted by the Customer:

(a) the Customer shall provide the information requested by Layer2 in connection with the Payment Transaction on the Platform. The requested information may change from time to time in Layer2’s sole discretion, acting reasonably;

(b) the Customer shall review the Payment Transaction Request prior to submission to Layer2. The Customer acknowledges that once a Payment Transaction Request is submitted it is final, cannot be reversed, and cannot be modified;

(c) following the submission of the Payment Transaction Request to Layer2, Layer2 will provide an estimated Payment Transaction amount, which will include the applicable Fees payable by the Customer, the amount to be received by the Recipient and the estimated foreign exchange rate that will apply to the Payment Transaction amount (the “Estimated Transaction Funds”);

(d) upon confirmation by the Customer of the Payment Transaction Request and the Estimated Transaction Funds, Layer2 will provide the Customer with instructions for delivery of the Payment Transaction Funds to the Custodial Account in the applicable Sending Country;

(e) following receipt of the Payment Transaction Funds, Layer2 will review the applicable foreign exchange rates for the Payment Transaction and will update the estimated foreign exchange rate to reflect the applicable exchange rate in effect at the time that Layer2 received the Payment Transaction Funds (the “Updated Payment Transaction Funds”);

(f) Layer2 will complete the foreign exchange conversion and disburse the Payment Delivery Funds to the Recipient.

Section II.02 Confirmation of Payment Transaction Request.

Prior to Layer2 providing instructions for the delivery of the Payment Transaction Funds to the Custodial Account, the Customer shall review the Payment Transaction Request and shall confirm the accuracy of the information contained in the Payment Transaction Request, including:

(a) the Recipient information;

(b) the amount to be transferred to the Recipient in the Recipient’s Currency or Digital Asset;

(c) the applicable fees;

(d) the estimated delivery date; and

(e) any other information Layer2 deems necessary for the purpose of completing the Payment Transaction.

Section II.03 Disbursement Conditions.

The Payment Delivery Funds will be disbursed to the Recipient, in accordance with the disbursement method agreed to by Layer2, acting reasonably, in its sole discretion. Layer2 will not be liable for any delay in delivering the Payment Delivery Funds that is not caused by Layer2’s fault or negligence, including delays caused by:

(a) failure of the Recipient to provide accurate information;

(b) failure of the Recipient to maintain accurate payment details with Layer2 or any third-party;

(c) failure of the Recipient to have appropriate Digital Wallets or other Digital Asset addresses, or other required infrastructure or facilities;

(d) any error or delay in transmission of the Payment Delivery Funds that is caused by circumstances beyond Layer2’s control, including but not limited to, any Force Majeure Event;

(e) any other cause or circumstance beyond Layer2’s control, including but not limited to, any failure of Intermediaries, Recipient Parties, or other financial institutions involved in the Payment Transaction.

Section II.04 Cancellation of Payment Transactions.

The Customer may cancel a Payment Transaction Request prior to the commencement of the processing of the Payment Transaction by Layer2, and the Fees shall be reimbursed to the Customer’s Account, provided that the Customer delivers a cancellation request to Layer2 in writing prior to the processing of the Payment Transaction.

Section II.05 Completion of Payment Transactions.

Payment Transactions will be deemed complete when Layer2 disburses the Payment Delivery Funds to the Recipient in accordance with the instructions provided by the Customer in the Payment Transaction Request.

Section II.06 Recordkeeping.

The Customer shall maintain records of all Payment Transactions, and shall make such records available to Layer2 upon reasonable request.

ARTICLE III. DELIVERY OF PAYMENT SERVICES

Section III.01 No Obligation to Monitor Transactions.

Layer2 is under no obligation to monitor the transactions of the Customer or any Recipient.

Section III.02 Limits on Service.

Layer2 does not guarantee the availability of the Payment Services or the ability to make any Payment Transaction at any time, and Layer2 may, in its sole discretion, acting reasonably, without prior notice, limit or cease providing Payment Services to a Customer or any Recipient.

Section III.03 No Guarantee of Delivery.

Layer2 does not guarantee that any Payment Transaction will be completed or that the Payment Delivery Funds will be delivered to the Recipient.

Section III.04 Compliance with Laws.

Layer2 may refuse to process any Payment Transaction Request if it reasonably believes that the Payment Transaction may be in violation of any Applicable Laws.

Section III.05 Verification of Identity.

Layer2 may request that the Customer and the Recipient provide additional information or verify their identity before processing a Payment Transaction Request.

Section III.06 No Reversal of Completed Transactions.

Once a Payment Transaction has been completed, it cannot be reversed by Layer2 or the Customer.

ARTICLE IV. FEES

Section IV.01 Fees for Payment Services.

The Customer shall pay the Fees set out in the Main Agreement in accordance with the terms set out in the Main Agreement.

Section IV.02 Calculation of Fees.

The Fees shall be calculated based on the amount of the Payment Transaction Funds, the applicable foreign exchange rates, and any other applicable fees, including any third-party fees.

Section IV.03 Payment of Fees.

The Customer shall pay the Fees to Layer2 in accordance with the payment instructions provided by Layer2.

Section IV.04 Adjustment of Fees.

Layer2 reserves the right to adjust the Fees at any time upon reasonable notice to the Customer.

Section IV.05 No Refunds.

All Fees are non-refundable, except as otherwise provided in the Main Agreement.

ARTICLE V. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

Section V.01 Intellectual Property.

Layer2 retains all rights, title, and interest in and to the Payment Services, including all related intellectual property rights. No rights are granted to the Customer under these Payment Terms other than as expressly set forth herein.

Section V.02 Confidentiality.

Each Party agrees to keep confidential all Confidential Information disclosed to it by the other Party, and to use such Confidential Information only for the purposes of performing its obligations under these Payment Terms. Each Party agrees to take all reasonable measures to protect the confidentiality of the other Party’s Confidential Information, which shall be no less than the measures it uses to protect its own confidential information.

Section V.03 Permitted Disclosures.

Notwithstanding Section 5.02, a Party may disclose the other Party’s Confidential Information to the extent required by Applicable Law, provided that the disclosing Party gives the other Party prior notice of such disclosure (to the extent legally permitted) and takes reasonable steps to limit the extent of such disclosure.

Section V.04 Return of Confidential Information.

Upon termination of these Payment Terms, each Party shall return to the other Party, or destroy, all Confidential Information of the other Party in its possession or control.

ARTICLE VI. TERM AND TERMINATION

Section VI.01 Term.

These Payment Terms shall commence on the Effective Date and shall continue until terminated in accordance with Section 6.02.

Section VI.02 Termination for Convenience.

Either Party may terminate these Payment Terms for any reason upon 30 days’ prior written notice to the other Party.

Section VI.03 Termination for Cause.

Either Party may terminate these Payment Terms immediately upon written notice to the other Party if the other Party:

(a) breaches any material term of these Payment Terms and fails to cure such breach within 30 days after receipt of written notice thereof;

(b) becomes the subject of any voluntary or involuntary bankruptcy, receivership, or similar proceeding;

(c) ceases to conduct its business in the ordinary course; or

(d) is required to do so by Applicable Law.

Section VI.04 Effect of Termination.

Upon termination of these Payment Terms, all rights and obligations of the Parties shall cease, except that the provisions of Sections 5.01 (Intellectual Property), 5.02 (Confidentiality), 5.03 (Permitted Disclosures), 5.04 (Return of Confidential Information), 6.04 (Effect of Termination), and 7.01 (Limitation of Liability) shall survive such termination.

ARTICLE VII. LIMITATION OF LIABILITY

Section VII.01 Limitation of Liability.

In no event shall Layer2 be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or use, incurred by the Customer or any third-party, whether in an action in contract or tort, even if Layer2 has been advised of the possibility of such damages. Layer2’s liability for damages arising out of or in connection with these Payment Terms shall in no event exceed the Fees paid by the Customer to Layer2 in the 12 months immediately preceding the event giving rise to the claim.

ARTICLE VIII. GENERAL PROVISIONS

Section VIII.01 Entire Agreement.

These Payment Terms, together with the Main Agreement, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter.

Section VIII.02 Amendments.

No modification or amendment of these Payment Terms shall be effective unless in writing and signed by authorized representatives of both Parties.

Section VIII.03 Waiver.

No failure or delay by either Party in exercising any right or remedy under these Payment Terms shall operate or be deemed as a waiver of any such right or remedy.

Section VIII.04 Severability.

If any provision of these Payment Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

Section VIII.05 Governing Law.

These Payment Terms shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of laws principles.

Section VIII.06 Jurisdiction.

Each Party irrevocably agrees that the courts of the Province of Ontario, Canada shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Payment Terms or their subject matter or formation.

SCHEDULE D ACCOUNT SERVICES TERMS

The Account Service terms contained in these Account Terms to the Main Agreement (the “Account Terms”) supplement and form part of the Main Agreement between Layer2.

PLEASE REVIEW THESE ACCOUNT TERMS CAREFULLY AS THEY GOVERN YOUR USE OF THE ACCOUNT SERVICES. LAYER2’S EXPOSURE TO LIABILITY UNDER THESE ACCOUNT TERMS IS LIMITED AND YOUR ABILITY TO COMMENCE ACTION AGAINST LAYER2 IS SUBJECT TO RESTRICTIONS.

By clicking on “I Agree” to accept these Account Terms, you are agreeing that you have read, understood and accept these Account Terms and you acknowledge and agree that these Account Terms will apply to your use of the Account Services.

All capitalized and undefined terms herein shall have the meaning ascribed thereto in the Main Agreement or Schedule A (Definitions), as applicable. Any reference to a “Party” herein means you or Layer2, as the case may be, and a reference to the “Parties” means both you and Layer2.

ARTICLE I. THE ACCOUNT SERVICES

Section I.01 Account Services.

Layer2, directly or indirectly through one or more of its Affiliates or Third-Party Service Providers, will provide the Account Services to the Customer in accordance with the terms and conditions contained in these Account Terms.

Section I.02 Customer Account.

The Customer shall establish and maintain an account with Layer2 (the “Customer Account”), which shall be managed and administered by Layer2 in accordance with these Account Terms.

Section I.03 Custodial Account.

Layer2 shall establish and maintain a custodial account with one or more Designated Financial Institutions (the “Custodial Account”) for the purpose of holding and managing the funds deposited by the Customer into the Customer Account.

Section I.04 Funding the Customer Account.

The Customer shall deposit funds into the Customer Account in accordance with the procedures set out in Section 2.01.

Section I.05 Use of Customer Account Funds.

The Customer may use the funds in the Customer Account for the purpose of making Payment Transactions in accordance with the Payment Terms.

Section I.06 No Interest on Customer Account Funds.

The Customer acknowledges and agrees that the funds in the Customer Account will not earn any interest.

Section I.07 Compliance with Laws.

The Customer shall comply with all Applicable Laws in relation to the use of the Customer Account and the Account Services.

ARTICLE II. ACCOUNT TRANSACTION PROCEDURES

Section II.01 Funding the Customer Account.

The following procedures apply to the funding of the Customer Account:

(a) the Customer shall provide the information requested by Layer2 in connection with the funding of the Customer Account on the Platform. The requested information may change from time to time in Layer2’s sole discretion, acting reasonably;

(b) the Customer shall review the funding request prior to submission to Layer2. The Customer acknowledges that once a funding request is submitted it is final, cannot be reversed, and cannot be modified;

(c) following the submission of the funding request to Layer2, Layer2 will provide the Customer with instructions for the deposit of funds into the Custodial Account;

(d) upon confirmation by the Customer of the funding request, Layer2 will review the applicable deposit instructions and will update the estimated deposit amount to reflect the applicable amount in effect at the time that Layer2 received the funds (the “Updated Deposit Amount”);

(e) Layer2 will complete the deposit and disburse the funds to the Customer Account.

Section II.02 Confirmation of Funding Request.

Prior to Layer2 providing instructions for the deposit of funds into the Custodial Account, the Customer shall review the funding request and shall confirm the accuracy of the information contained in the funding request, including:

(a) the amount to be deposited into the Customer Account;

(b) the applicable fees;

(c) the estimated deposit date; and

(d) any other information Layer2 deems necessary for the purpose of completing the deposit.

Section II.03 Account Transactions.

The Customer may use the funds in the Customer Account to make Account Transactions in accordance with these Account Terms.

Section II.04 Recordkeeping.

The Customer shall maintain records of all Account Transactions, and shall make such records available to Layer2 upon reasonable request.

ARTICLE III. ACCOUNT SERVICES

Section III.01 No Obligation to Monitor Transactions.

Layer2 is under no obligation to monitor the transactions of the Customer or any Recipient.

Section III.02 Limits on Service.

Layer2 does not guarantee the availability of the Account Services or the ability to make any Account Transaction at any time, and Layer2 may, in its sole discretion, acting reasonably, without prior notice, limit or cease providing Account Services to a Customer or any Recipient.

Section III.03 No Guarantee of Delivery.

Layer2 does not guarantee that any Account Transaction will be completed or that the funds will be delivered to the Recipient.

Section III.04 Compliance with Laws.

Layer2 may refuse to process any Account Transaction if it reasonably believes that the Account Transaction may be in violation of any Applicable Laws.

Section III.05 Verification of Identity.

Layer2 may request that the Customer and the Recipient provide additional information or verify their identity before processing an Account Transaction.

Section III.06 No Reversal of Completed Transactions.

Once an Account Transaction has been completed, it cannot be reversed by Layer2 or the Customer.

ARTICLE IV. FEES

Section IV.01 Fees for Account Services.

The Customer shall pay the Fees set out in the Main Agreement in accordance with the terms set out in the Main Agreement.

Section IV.02 Calculation of Fees.

The Fees shall be calculated based on the amount of the Account Transaction, the applicable fees, and any other applicable fees, including any third-party fees.

Section IV.03 Payment of Fees.

The Customer shall pay the Fees to Layer2 in accordance with the payment instructions provided by Layer2.

Section IV.04 Adjustment of Fees.

Layer2 reserves the right to adjust the Fees at any time upon reasonable notice to the Customer.

Section IV.05 No Refunds.

All Fees are non-refundable, except as otherwise provided in the Main Agreement.

ARTICLE V. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

Section V.01 Intellectual Property.

Layer2 retains all rights, title, and interest in and to the Account Services, including all related intellectual property rights. No rights are granted to the Customer under these Account Terms other than as expressly set forth herein.

Section V.02 Confidentiality.

Each Party agrees to keep confidential all Confidential Information disclosed to it by the other Party, and to use such Confidential Information only for the purposes of performing its obligations under these Account Terms. Each Party agrees to take all reasonable measures to protect the confidentiality of the other Party’s Confidential Information, which shall be no less than the measures it uses to protect its own confidential information.

Section V.03 Permitted Disclosures.

Notwithstanding Section 5.02, a Party may disclose the other Party’s Confidential Information to the extent required by Applicable Law, provided that the disclosing Party gives the other Party prior notice of such disclosure (to the extent legally permitted) and takes reasonable steps to limit the extent of such disclosure.

Section V.04 Return of Confidential Information.

Upon termination of these Account Terms, each Party shall return to the other Party, or destroy, all Confidential Information of the other Party in its possession or control.

ARTICLE VI. TERM AND TERMINATION

Section VI.01 Term.

These Account Terms shall commence on the Effective Date and shall continue until terminated in accordance with Section 6.02.

Section VI.02 Termination for Convenience.

Either Party may terminate these Account Terms for any reason upon 30 days’ prior written notice to the other Party.

Section VI.03 Termination for Cause.

Either Party may terminate these Account Terms immediately upon written notice to the other Party if the other Party:

(a) breaches any material term of these Account Terms and fails to cure such breach within 30 days after receipt of written notice thereof;

(b) becomes the subject of any voluntary or involuntary bankruptcy, receivership, or similar proceeding;

(c) ceases to conduct its business in the ordinary course; or

(d) is required to do so by Applicable Law.

Section VI.04 Effect of Termination.

Upon termination of these Account Terms, all rights and obligations of the Parties shall cease, except that the provisions of Sections 5.01 (Intellectual Property), 5.02 (Confidentiality), 5.03 (Permitted Disclosures), 5.04 (Return of Confidential Information), 6.04 (Effect of Termination), and 7.01 (Limitation of Liability) shall survive such termination.

ARTICLE VII. LIMITATION OF LIABILITY

Section VII.01 Limitation of Liability.

In no event shall Layer2 be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or use, incurred by the Customer or any third-party, whether in an action in contract or tort, even if Layer2 has been advised of the possibility of such damages. Layer2’s liability for damages arising out of or in connection with these Account Terms shall in no event exceed the Fees paid by the Customer to Layer2 in the 12 months immediately preceding the event giving rise to the claim.

ARTICLE VIII. GENERAL PROVISIONS

Section VIII.01 Entire Agreement.

These Account Terms, together with the Main Agreement, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter.

Section VIII.02 Amendments.

No modification or amendment of these Account Terms shall be effective unless in writing and signed by authorized representatives of both Parties.

Section VIII.03 Waiver.

No failure or delay by either Party in exercising any right or remedy under these Account Terms shall operate or be deemed as a waiver of any such right or remedy.

Section VIII.04 Severability.

If any provision of these Account Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

Section VIII.05 Governing Law.

These Account Terms shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of laws principles.

Section VIII.06 Jurisdiction.

Each Party irrevocably agrees that the courts of the Province of Ontario, Canada shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Account Terms or their subject matter or formation.

SCHEDULE E DESIGNATED FINANCIAL INSTITUTION TERMS AND CONDITIONS

The Designated Financial Institution terms and conditions contained in these Designated Financial Institution Terms to the Main Agreement (the “Designated Financial Institution Terms”) supplement and form part of the Main Agreement between Layer2.

PLEASE REVIEW THESE DESIGNATED FINANCIAL INSTITUTION TERMS CAREFULLY AS THEY GOVERN YOUR USE OF THE SERVICES. LAYER2’S EXPOSURE TO LIABILITY UNDER THESE DESIGNATED FINANCIAL INSTITUTION TERMS IS LIMITED AND YOUR ABILITY TO COMMENCE ACTION AGAINST LAYER2 IS SUBJECT TO RESTRICTIONS.

By clicking on “I Agree” to accept these Designated Financial Institution Terms, you are agreeing that you have read, understood and accept these Designated Financial Institution Terms and you acknowledge and agree that these Designated Financial Institution Terms will apply to your use of the Services.

All capitalized and undefined terms herein shall have the meaning ascribed thereto in the Main Agreement or Schedule A (Definitions), as applicable. Any reference to a “Party” herein means you or Layer2, as the case may be, and a reference to the “Parties” means both you and Layer2.

ARTICLE I. THE SERVICES

Section I.01 Services.

The Designated Financial Institution, directly or indirectly through one or more of its Affiliates or Third-Party Service Providers, will provide the Services to the Customer in accordance with the terms and conditions contained in these Designated Financial Institution Terms.

Section I.02 Customer Account.

The Customer shall establish and maintain an account with the Designated Financial Institution (the “Customer Account”), which shall be managed and administered by the Designated Financial Institution in accordance with these Designated Financial Institution Terms.

Section I.03 Custodial Account.

The Designated Financial Institution shall establish and maintain a custodial account with one or more other Designated Financial Institutions (the “Custodial Account”) for the purpose of holding and managing the funds deposited by the Customer into the Customer Account.

Section I.04 Funding the Customer Account.

The Customer shall deposit funds into the Customer Account in accordance with the procedures set out in Section 2.01.

Section I.05 Use of Customer Account Funds.

The Customer may use the funds in the Customer Account for the purpose of making Payment Transactions in accordance with the Payment Terms.

Section I.06 No Interest on Customer Account Funds.

The Customer acknowledges and agrees that the funds in the Customer Account will not earn any interest.

Section I.07 Compliance with Laws.

The Customer shall comply with all Applicable Laws in relation to the use of the Customer Account and the Account Services.

ARTICLE II. ACCOUNT TRANSACTION PROCEDURES

Section II.01 Funding the Customer Account.

The following procedures apply to the funding of the Customer Account:

(a) the Customer shall provide the information requested by the Designated Financial Institution in connection with the funding of the Customer Account on the Platform. The requested information may change from time to time in the Designated Financial Institution’s sole discretion, acting reasonably;

(b) the Customer shall review the funding request prior to submission to the Designated Financial Institution. The Customer acknowledges that once a funding request is submitted it is final, cannot be reversed, and cannot be modified;

(c) following the submission of the funding request to the Designated Financial Institution, the Designated Financial Institution will provide the Customer with instructions for the deposit of funds into the Custodial Account;

(d) upon confirmation by the Customer of the funding request, the Designated Financial Institution will review the applicable deposit instructions and will update the estimated deposit amount to reflect the applicable amount in effect at the time that the Designated Financial Institution received the funds (the “Updated Deposit Amount”);

(e) the Designated Financial Institution will complete the deposit and disburse the funds to the Customer Account.

Section II.02 Confirmation of Funding Request.

Prior to the Designated Financial Institution providing instructions for the deposit of funds into the Custodial Account, the Customer shall review the funding request and shall confirm the accuracy of the information contained in the funding request, including:

(a) the amount to be deposited into the Customer Account;

(b) the applicable fees;

(c) the estimated deposit date; and

(d) any other information the Designated Financial Institution deems necessary for the purpose of completing the deposit.

Section II.03 Account Transactions.

The Customer may use the funds in the Customer Account to make Account Transactions in accordance with these Designated Financial Institution Terms.

Section II.04 Recordkeeping.

The Customer shall maintain records of all Account Transactions, and shall make such records available to the Designated Financial Institution upon reasonable request.

ARTICLE III. ACCOUNT SERVICES

Section III.01 No Obligation to Monitor Transactions.

The Designated Financial Institution is under no obligation to monitor the transactions of the Customer or any Recipient.

Section III.02 Limits on Service.

The Designated Financial Institution does not guarantee the availability of the Account Services or the ability to make any Account Transaction at any time, and the Designated Financial Institution may, in its sole discretion, acting reasonably, without prior notice, limit or cease providing Account Services to a Customer or any Recipient.

Section III.03 No Guarantee of Delivery.

The Designated Financial Institution does not guarantee that any Account Transaction will be completed or that the funds will be delivered to the Recipient.

Section III.04 Compliance with Laws.

The Designated Financial Institution may refuse to process any Account Transaction if it reasonably believes that the Account Transaction may be in violation of any Applicable Laws.

Section III.05 Verification of Identity.

The Designated Financial Institution may request that the Customer and the Recipient provide additional information or verify their identity before processing an Account Transaction.

Section III.06 No Reversal of Completed Transactions.

Once an Account Transaction has been completed, it cannot be reversed by the Designated Financial Institution or the Customer.

ARTICLE IV. FEES

Section IV.01 Fees for Account Services.

The Customer shall pay the Fees set out in the Main Agreement in accordance with the terms set out in the Main Agreement.

Section IV.02 Calculation of Fees.

The Fees shall be calculated based on the amount of the Account Transaction, the applicable fees, and any other applicable fees, including any third-party fees.

Section IV.03 Payment of Fees.

The Customer shall pay the Fees to the Designated Financial Institution in accordance with the payment instructions provided by the Designated Financial Institution.

Section IV.04 Adjustment of Fees.

The Designated Financial Institution reserves the right to adjust the Fees at any time upon reasonable notice to the Customer.

Section IV.05 No Refunds.

All Fees are non-refundable, except as otherwise provided in the Main Agreement.

ARTICLE V. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

Section V.01 Intellectual Property.

The Designated Financial Institution retains all rights, title, and interest in and to the Account Services, including all related intellectual property rights. No rights are granted to the Customer under these Designated Financial Institution Terms other than as expressly set forth herein.

Section V.02 Confidentiality.

Each Party agrees to keep confidential all Confidential Information disclosed to it by the other Party, and to use such Confidential Information only for the purposes of performing its obligations under these Designated Financial Institution Terms. Each Party agrees to take all reasonable measures to protect the confidentiality of the other Party’s Confidential Information, which shall be no less than the measures it uses to protect its own confidential information.

Section V.03 Permitted Disclosures.

Notwithstanding Section 5.02, a Party may disclose the other Party’s Confidential Information to the extent required by Applicable Law, provided that the disclosing Party gives the other Party prior notice of such disclosure (to the extent legally permitted) and takes reasonable steps to limit the extent of such disclosure.

Section V.04 Return of Confidential Information.

Upon termination of these Designated Financial Institution Terms, each Party shall return to the other Party, or destroy, all Confidential Information of the other Party in its possession or control.

ARTICLE VI. TERM AND TERMINATION

Section VI.01 Term.

These Designated Financial Institution Terms shall commence on the Effective Date and shall continue until terminated in accordance with Section 6.02.

Section VI.02 Termination for Convenience.

Either Party may terminate these Designated Financial Institution Terms for any reason upon 30 days’ prior written notice to the other Party.

Section VI.03 Termination for Cause.

Either Party may terminate these Designated Financial Institution Terms immediately upon written notice to the other Party if the other Party:

(a) breaches any material term of these Designated Financial Institution Terms and fails to cure such breach within 30 days after receipt of written notice thereof;

(b) becomes the subject of any voluntary or involuntary bankruptcy, receivership, or similar proceeding;

(c) ceases to conduct its business in the ordinary course; or

(d) is required to do so by Applicable Law.

Section VI.04 Effect of Termination.

Upon termination of these Designated Financial Institution Terms, all rights and obligations of the Parties shall cease, except that the provisions of Sections 5.01 (Intellectual Property), 5.02 (Confidentiality), 5.03 (Permitted Disclosures), 5.04 (Return of Confidential Information), 6.04 (Effect of Termination), and 7.01 (Limitation of Liability) shall survive such termination.

ARTICLE VII. LIMITATION OF LIABILITY

Section VII.01 Limitation of Liability.

In no event shall the Designated Financial Institution be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or use, incurred by the Customer or any third-party, whether in an action in contract or tort, even if the Designated Financial Institution has been advised of the possibility of such damages. The Designated Financial Institution’s liability for damages arising out of or in connection with these Designated Financial Institution Terms shall in no event exceed the Fees paid by the Customer to the Designated Financial Institution in the 12 months immediately preceding the event giving rise to the claim.

ARTICLE VIII. GENERAL PROVISIONS

Section VIII.01 Entire Agreement.

These Designated Financial Institution Terms, together with the Main Agreement, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter.

Section VIII.02 Amendments.

No modification or amendment of these Designated Financial Institution Terms shall be effective unless in writing and signed by authorized representatives of both Parties.

Section VIII.03 Waiver.

No failure or delay by either Party in exercising any right or remedy under these Designated Financial Institution Terms shall operate or be deemed as a waiver of any such right or remedy.

Section VIII.04 Severability.

If any provision of these Designated Financial Institution Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

Section VIII.05 Governing Law.

These Designated Financial Institution Terms shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of laws principles.

Section VIII.06 Jurisdiction.

Each Party irrevocably agrees that the courts of the Province of Ontario, Canada shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Designated Financial Institution Terms or their subject matter or formation.