GENERAL TERMS OF USE 

Last Update: 12.12.2025

Version 2.0


1523766 B.C. LTD., a company duly incorporated under the laws of the Province of British Columbia, Canada, with company registration number BC1523766, having its registered office at 5577 153A Street, Suite 207, Surrey, British Columbia, V3S 5K7, Canada (hereinafter referred to as the “Company”, “we”, or “us”).

You must read these Terms carefully. By accessing the Platform and/or using the Services, you acknowledge that you have read, understood, and irrevocably agreed to be bound by these Terms, as may be amended or updated by us from time to time at its sole discretion, without prior notice.

1. RISK NOTICE

The services provided by the Company are limited to administrative, technical and coordination support in connection with transaction initiation, information exchange, and operational workflows involving independent third-party financial institutions, payment service providers, custodial service providers and blockchain networks.

The Company does not provide investment services, trading services, brokerage services, custody services, wallet services or financial advice of any kind. The Company does not make any representations regarding the suitability, legality, availability or outcome of any payment or value transfer activities conducted by third parties or, where applicable, by the Company within the scope of its MSB registration.

Activities involving payment or value transfer instructions may be subject to operational, technical, regulatory and third-party risks, including delays, errors, service interruptions, changes in applicable laws, or the actions or omissions of independent counterparties and external service providers.

You acknowledge and agree that you act at your own discretion and responsibility when entering into any arrangements or interactions with third parties, and that the Company is not responsible for the execution, settlement, pricing, timing or outcome of any such activities.

The Company does not owe you any fiduciary duty and does not act as your agent, advisor, intermediary or representative.

2. DEFINITIONS

In these Terms, unless the context otherwise requires, the following words and expressions shall have the meanings respectively ascribed to them:

  • Account means a user-facing technical account within the Platform used solely for authentication, access management, transaction initiation, status monitoring and record-keeping purposes.
  • Account Credentials means your account details, username, passwords, personal identification numbers, API keys, API secret keys, or any other codes or forms of authentication used to access your Account or the Services, or to send Instructions.
  • Account History means activities, instructions, and transaction-related information displayed within the Platform for informational and record-keeping purposes only.
  • Affiliates means any person, entity, or company that directly or indirectly controls, is controlled by, or is under common control with another person, entity, or company.
  • Airdrop means a distribution or attempted distribution by a Digital Asset network of any Digital Asset to Digital Asset addresses of a supported network.
  • API means an application program interface provided by the Platform or its Affiliates, or third-party applications relying on such an API.
  • Applicable Law means all relevant or applicable statutes, laws, principles of equity, rules, regulations, regulatory principles, requirements, notices, orders, writs, injunctions, judgments, by-laws, rulings, directives, proclamations, circulars, mandatory codes of conduct, guidelines, practice notes, and interpretations issued by any governmental or regulatory authority that are applicable to the provision, receipt, or use of the Services, or any other products or deliverables provided, used, or received in connection with the Services, these Terms, or other applicable terms and conditions.
  • Authorized Person means any person identified by you and communicated to us who is authorized to act on your behalf with respect to any Corporate Account.
  • Available Digital Assets means those Digital Assets available on the Platform in connection with the Services, which may change from time to time.
  • Our IP Rights means all IP Rights owned by or licensed to us.
  • Corporate Account means an account maintained for a corporation, entity, or other organization for the provision of Services.
  • Digital Assets means a digital representation of value or rights that may be transferred and stored electronically using distributed ledger technology or similar technology, including, but not limited to, cryptocurrencies, stablecoins, non-fungible tokens, and tokenized derivatives of any other digital asset. Digital Assets do not include Fiat Currencies (as defined below).
  • Dominant Digital Asset means a Forked Digital Asset that has dominance over one or more other versions of a Digital Asset that was subject to the relevant Fork, as determined by us at our sole discretion.
  • Fiat Currency means any government or central bank-issued national or supranational currency, or other monetary obligation denominated in such a currency, which is not a Digital Asset.
  • Fork means any planned, unplanned, sudden, scheduled, expected, unexpected, publicized, obscure, consensual, and/or controversial changes to the underlying operating rules of certain Digital Assets that may result in the creation of one or more related versions of an existing Digital Asset.
  • Instruction means any instruction, request, or order given to us by you or an Authorized Person in relation to the initiation, modification or cancellation of a transaction request, or to interact with integrated third-party service providers through the Platform, through such medium and in such form and manner as Company may require.
  • IP Rights means:
    (i) registered and unregistered copyrights, patents, database rights, and rights in trademarks, designs, know-how, and confidential information;
    (ii) applications for registration, and rights to apply for registration, of any of the foregoing rights; and
    (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
  • Network Event in relation to a Digital Asset means any event (other than an Airdrop or Fork) that affects the blockchain or smart contract underlying a Digital Asset, is beyond our control, and results in:
    (a) a loss of control or ownership of such Digital Assets by Company or a third party; or
    (b) transaction records on the blockchain being altered, reversed, or otherwise invalidated, whether by fraudulent activity or consensus (including, without limitation, a double spending attack, 51-percent attack, or blockchain reorganization), as determined by Company in good faith and at its sole discretion.
  • Platform means the digital platform miex.one or any of its affiliates makes accessible via website, mobile app, API, or by other means as prescribed from time to time.
  • Product Terms means the product-specific terms and conditions applicable to the use of a Service.
  • Prohibited Countries means the following countries and such other locations as designated by Company from time to time, including Afghanistan, Belarus, Central African Republic, Crimea, Cuba, Democratic Republic of the Congo, Donetsk, Guinea-Bissau, Haiti, Hong Kong, Iran, Iraq, Lebanon, Libya, Luhansk, North Korea, Russia, Singapore, Somalia, South Sudan, Sudan, Syria, the United States (including all U.S. territories and possessions, such as Puerto Rico, Guam, U.S. Virgin Islands, American Samoa, Northern Mariana Islands, Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll, and Wake Island), Yemen, and any other jurisdiction that is subject to comprehensive international sanctions, trade restrictions, or is identified by the Financial Action Task Force (FATF) as a high-risk jurisdiction or subject to a call for enhanced due diligence measures.

    We understand that corporate entities may be connected to the United States in various ways. Company has implemented a methodology and process to determine whether a corporate entity qualifies as a U.S. user (as defined by applicable U.S. regulatory regimes) and is, therefore, prohibited from using the Platform. Our compliance team may request additional information from relevant entities to conduct a holistic assessment of whether they are considered U.S. users and whether they may legally transact on the Platform.
  • Restricted Person means any individual or entity included in trade embargoes, economic sanctions, or terrorist or corrupt foreign officials lists (such as the United Nations Security Council Sanctions List, or lists maintained by governmental agencies including the U.S. Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce, or equivalent authorities in the UK, European Union, or Canada). It also includes any person or entity residing, established, or operating in any of the Prohibited Countries.
  • Risk Disclosure means our risk disclosure statement published on the Website.
  • Services means the services Company makes available through the Platform.
  • Transaction means any transaction initiated by a user through the Platform and executed:
    (i) by the Company, within the scope of its registration as a Money Services Business (MSB) under applicable Canadian law, where permitted; or 
    (ii) directly on a public blockchain network between third-party wallets; or 
    (iii) by independent, licensed third-party service providers, including payment institutions or custodial service providers, acting under their own terms and regulatory frameworks.

 

  • User IP Rights means the IP Rights owned by or licensed to you as of the date of these Terms, excluding Company IP Rights.
  • User-created IP Rights means any IP Rights created by you under these Terms, including User Materials, but excluding User IP Rights.
  • User Materials means IP Rights in any reviews, posts, information, data, or comments provided by you or other users on the Website, the Platform, or through the use of Services.
  • Website means miex.one and any other websites, pages, features, or content owned or operated by miex.one.

3. ELIGIBILITY 

Before using the Services, you must register on the Platform. You are eligible to create an Account and use the Services only if you:

3.1. Are an individual, corporation, or other legal entity with full legal capacity and authority to access and use the Services, as well as to enter into and comply with your obligations under these Terms;

3.2. Are at least 18 years of age if you are an individual;

3.3. If acting as an employee or agent of a legal entity, have the proper authorization to enter into these Terms on its behalf and legally bind such entity;

3.4. Have not been previously suspended, banned, or otherwise restricted from using the Services;

3.5. Do not currently have an existing Account with miex.one;

3.6. Are not accessing or attempting to access the Services from a jurisdiction where such Services are restricted, prohibited, or otherwise unlawful;

3.7. Are not prohibited, restricted, unauthorized, or otherwise ineligible to use the Services, in whole or in part, under these Terms or any applicable legal or regulatory requirements;

3.8. Are not classified as a Restricted Person.

4. SERVICES

4.1 Access to the Platform

Upon successful registration and creation of an Account, users are granted access to the Platform in accordance with these Terms and any applicable product-specific terms. Access to certain functionalities may be subject to technical, compliance or risk-based limitations.

 

4.2 Nature of the Services

The Platform provides technical, administrative and informational services designed to enable users to:

- initiate requests related to fiat and digital asset–related transactions;

- transmit and receive transaction-related information;

- monitor transaction statuses and operational progress;

- access system interfaces, APIs and user dashboards;

- receive technical and operational support.

The Services are provided exclusively as a technical facilitation layer and do not constitute regulated payment services, fiat currency exchange services, trading services, brokerage services, custody services.

 


4.3 Third-Party Providers

All fiat-related transactions initiated through the Platform may be executed by independent, licensed financial institutions or regulated payment service providers acting under their own authorizations, terms and compliance frameworks.

Digital asset transactions may be executed either directly on public blockchain networks between third-party wallets or through regulated custodial solutions provided by independent third-party service providers, depending on the selected service configuration.

5. IDENTITY VERIFICATION 

 

Access to the Platform and to specific functionalities may be subject to identity verification and compliance checks conducted on a risk-based basis, in accordance with applicable anti-money laundering and counter-terrorist financing requirements.

The Company applies a risk-based compliance framework and may require users, including authorized representatives of legal entities, to provide information and documentation necessary to:

- verify identity and, where applicable, beneficial ownership;

- assess transaction-related, jurisdictional and counterparty risks;

- comply with applicable legal, regulatory and sanctions requirements;

- satisfy compliance obligations imposed by third-party financial institutions or service providers involved in transaction execution.


Identity verification requirements may vary depending on the nature of the requested services, transaction parameters, applicable jurisdictions, internal risk assessments, and the requirements of third-party providers.


The Company may conduct verification procedures directly or rely on reputable third-party service providers for identity verification, sanctions screening, transaction monitoring and related compliance services. Information provided by users may be shared with such providers solely for compliance and risk management purposes.

Failure to provide requested information or documentation, or the provision of incomplete, inaccurate or misleading information, may result in limitations on access to the Platform, restriction of specific functionalities, suspension of transactions, or refusal to provide certain services.

5.1 Enhanced Due Diligence

Where higher-risk factors are identified, the Company may apply enhanced due diligence measures, which may include:

- requesting additional information or documentation;

- applying additional verification or monitoring procedures;

- imposing transaction limits or other risk-mitigating measures.


The scope and application of enhanced due diligence are determined at the Company’s discretion, taking into account applicable legal requirements, regulatory expectations, internal risk assessments and third-party provider obligations.

  1. FEES AND TAXES

    6.1 Fees
    Fees applicable to the use of the Platform and related services are disclosed to users prior to the initiation of any transaction or service request and may be set out in fee schedules, service descriptions, transaction summaries or separate agreements, as applicable.

Fees may vary depending on the nature of the service, transaction parameters, jurisdiction, involvement of third-party service providers, and whether a transaction is performed by the Company within the scope of its MSB registration or by an independent third-party provider.

Where a transaction is executed by an independent third-party provider, the applicable fees, exchange rates and settlement terms are determined by such provider under its own terms and conditions.

6.2 Fee Collection

Fees payable to the Company are charged transparently and are either:

- invoiced separately; or

- deducted as part of a transaction amount where expressly agreed by the user and permitted under applicable law.

The Company does not deduct fees from user-held fiat funds or digital assets held by third-party providers and does not perform internal netting or conversion of user assets for fee collection purposes unless such activity is expressly agreed and permitted under applicable law.


6.3 Taxes

Users are solely responsible for determining, reporting and remitting any applicable taxes arising from their use of the Platform, transactions initiated through the Platform, or services provided by third-party providers.

The Company does not provide tax advice and does not assess the tax treatment of transactions for users. Where required by applicable law, the Company may report certain transaction-related information to relevant tax authorities or withhold taxes at source in accordance with legal requirements.

7. ABOUT YOUR ACCOUNT 

7.1 Account Creation

To access the Platform, users must create an Account. An Account represents a technical user profile used for authentication, access management, transaction initiation, status monitoring and record-keeping purposes.

An Account does not constitute a bank account, payment account, electronic money account, custodial account or digital asset wallet.

 

The Company reserves the right to approve or reject Account applications at its discretion, taking into account applicable legal, compliance and risk considerations.

7.2 Authorized Use

Accounts are personal or entity-specific and may only be used by the registered user or, in the case of legal entities, by duly authorized representatives.

Users are responsible for all activities initiated through their Account and for maintaining the confidentiality and security of their access credentials.

The Company does not grant direct or indirect access to the Platform to third parties who have not been properly authorized and, where applicable, verified in accordance with these Terms.

7.3 Information Accuracy and Ongoing Review

Users must ensure that all information provided in connection with their Account is accurate, complete and kept up to date.

The Company may request updated information or documentation from time to time in order to comply with applicable legal requirements, perform ongoing risk assessments or satisfy obligations imposed by third-party service providers.

Failure to provide requested information may result in limitations on Account functionality, transaction restrictions or suspension of access to certain services.

 

7.4 Account Restrictions and Suspension

The Company may restrict, suspend or terminate access to an Account, in whole or in part, where it reasonably determines that:

- continued access may expose the Company or third parties to legal, regulatory, compliance or security risks;

- the Account has been used or is suspected to be used for unlawful, fraudulent or abusive purposes;

- required information or documentation has not been provided;

- such action is required to comply with applicable law or requests from competent authorities.

Any restrictions or suspensions are applied on a risk-based and proportionate basis.

7.5 Account Closure

Users may request closure of their Account in accordance with applicable procedures, subject to the completion of any pending compliance reviews, transactions or legal obligations.

Account closure does not affect the execution or settlement of transactions already initiated with third-party providers or the Company, where applicable.

 

  1. TRANSACTIONS 

8.1 Transaction Initiation

Users may initiate requests for fiat and digital asset–related transactions through the Platform. Transactions may be executed either:

(a) by the Company, within the scope of its registration as a Money Services Business (MSB) under applicable Canadian law, where such activity is permitted; or

(b) by independent, licensed third-party financial institutions, payment service providers, exchanges or custodial service providers, acting under their own terms, authorizations and compliance frameworks.


The Platform enables the technical initiation, coordination and monitoring of transactions but does not operate as a trading venue, exchange, multilateral matching system, payment system or clearing or settlement infrastructure.

 

8.2 Execution and Responsibility

Where transactions are executed by third-party providers, the execution, pricing, settlement timelines and outcomes of such transactions are determined exclusively by the relevant providers.

Where transactions are executed by the Company within the scope of its MSB registration, such transactions are subject to applicable legal requirements, internal risk controls and operational constraints.

The Company does not guarantee the execution, timing, pricing or outcome of any transaction and does not assume responsibility for losses arising from market movements, third-party actions, blockchain network conditions or other factors beyond its reasonable control.

8.3 User Responsibility

Users are solely responsible for:

- the accuracy and completeness of transaction requests initiated through the Platform;

- ensuring that transactions are lawful in their applicable jurisdiction;

- monitoring transaction status and outcomes;

- securing their access credentials and any third-party wallets or accounts used in connection with transactions.

 

Any transaction request submitted through a user’s Account is deemed to be authorized by the user or its authorized representative.

 

8.4 Transaction Records

The Platform may display transaction-related information, confirmations or status updates for informational and record-keeping purposes.

Transaction records displayed on the Platform do not constitute account statements, confirmations of settlement or proof of ownership of fiat funds or digital assets, and may differ from records maintained by third-party service providers or blockchain networks.

8.5 Transaction Limits and Controls

Transactions may be subject to limits, delays, holds or additional verification measures based on internal risk assessments, applicable legal requirements, sanctions screening, transaction monitoring results or third-party provider requirements.

The Company may modify transaction parameters or impose restrictions on a risk-based and proportionate basis.

9. TERMINATION, SUSPENSION AND RESTRICTIONS

9.1 General Rights

The Company may restrict, suspend or terminate access to the Platform or specific functionalities on a risk-based and proportionate basis where it reasonably determines that such action is necessary to:

- comply with applicable laws, regulations, sanctions or requests from competent authorities;

- prevent or mitigate legal, regulatory, compliance, operational or security risks;

- address suspected or actual unlawful, fraudulent or abusive activities;

- respond to material breaches of these Terms or applicable product-specific terms;

- satisfy requirements imposed by third-party financial institutions or service providers involved in transaction execution.

9.2 Scope of Measures

Any measures applied under this Section may include, as appropriate:

- limiting access to certain functionalities;

- suspending the initiation of new transactions;

- delaying or refusing the processing of transaction requests;

- suspending or terminating access to the Platform.

Measures are applied to the extent reasonably necessary and may be adjusted or lifted following review of relevant circumstances.

9.3 Pending Transactions

Where access is restricted or suspended, transactions already initiated may be:

- completed by third-party providers in accordance with their own terms; or

- declined, delayed or cancelled where required by applicable law, compliance obligations or third-party provider requirements.

The Company does not assume responsibility for the execution or settlement of transactions carried out by third-party providers.

9.4 Account Closure

Users may request termination of their Account in accordance with applicable procedures, subject to the completion of any outstanding compliance reviews, pending transactions or legal obligations.

Termination of an Account does not affect the rights and obligations arising from transactions already initiated or executed prior to termination.

9.5 Effect of Termination

Termination or suspension of access to the Platform does not relieve users of any obligations incurred prior to such termination and does not affect provisions which by their nature are intended to survive termination.

10. AVAILABLE DIGITAL ASSETS

10.1 Supported Digital Assets

The Platform may display or reference certain digital assets that may be supported in connection with fiat and digital asset–related transactions.

The availability of any digital asset depends on technical, operational, legal and compliance considerations, as well as the capabilities and requirements of the Company (where applicable) and/or independent third-party service providers involved in transaction execution.

The Company does not guarantee the continued availability, functionality, liquidity or value of any digital asset.

10.2 Changes to Supported Assets

The Company may, on a risk-based and proportionate basis, add, suspend or discontinue support for specific digital assets at any time, including where required due to:

- changes in applicable laws or regulatory guidance;

- compliance or sanctions considerations;

- technical limitations or security concerns;

- decisions or constraints imposed by third-party service providers;

- blockchain network events affecting the relevant digital asset.

 

Where reasonably practicable, the Company will provide advance notice of material changes affecting supported digital assets.


10.3 Blockchain Network Events

Digital asset transactions are subject to risks inherent in blockchain networks, including forks, reorganizations, congestion, protocol changes and other network-related events.

The Company does not control blockchain networks and does not guarantee the availability, security or functionality of any digital asset or underlying protocol.


10.4 Third-Party Responsibility

Any actions, decisions or omissions of blockchain networks, digital asset issuers, protocol developers or third-party service providers are outside the Company’s control.

The Company is not responsible for losses arising from changes to supported digital assets, network events, protocol upgrades, forks, airdrops or similar occurrences.

11. INTELLECTUAL PROPERTY

11.1 Platform Intellectual Property

All intellectual property rights in and to the Platform, including software, source code, databases, designs, trademarks, logos, content and documentation, are owned by or licensed to the Company or its licensors.

Subject to these Terms, users are granted a limited, non-exclusive, non-transferable and revocable license to access and use the Platform solely for lawful purposes and in accordance with these Terms.

11.2 User Content and Data

Users retain ownership of any intellectual property rights in content, data or materials they provide or upload to the Platform, excluding any Platform intellectual property.

By submitting content or data through the Platform, users grant the Company a non-exclusive, royalty-free, worldwide license to use such content solely to the extent necessary to operate, maintain, support and improve the Platform, comply with applicable legal obligations and provide the Services.

11.3 Restrictions

Users must not copy, modify, distribute, reverse engineer, decompile or otherwise attempt to derive the source code or underlying structure of the Platform, except to the extent permitted by applicable law.

Nothing in these Terms grants users any rights to use the Company’s trademarks, branding or proprietary materials without prior written consent.

11.4 Third-Party Intellectual Property

The Platform may include or reference intellectual property owned by third parties. Such intellectual property remains the property of its respective owners and is subject to applicable third-party terms.

12. PROHIBITED USE

Users must not access or use the Platform, directly or indirectly, for any purpose that is unlawful, fraudulent, abusive or inconsistent with these Terms.

Without limitation, users must not:

- use the Platform in violation of applicable laws, regulations, sanctions or regulatory requirements applicable to the user or to the Company;

- use the Platform in a manner that involves or facilitates fraud, money laundering, terrorist financing, sanctions evasion, corruption or other financial crimes;

- misuse the Platform’s technical infrastructure, including by attempting to circumvent security measures, access controls, transaction limits or compliance safeguards;

- provide false, misleading or incomplete information in connection with identity verification, transaction requests or compliance inquiries;

- use the Platform to interfere with, disrupt or compromise the integrity, security or performance of the Platform or any connected systems;

- access or use the Platform on behalf of third parties without proper authorization or outside the scope permitted by these Terms;

- attempt to exploit technical vulnerabilities, system errors or operational delays for improper gain;

- use automated tools, scripts, bots or similar means to access or interact with the Platform in a manner that is not expressly permitted;

- engage in activities that may expose the Company, its affiliates or third-party service providers to legal, regulatory, compliance or reputational risks;

- attempt to use the Platform in jurisdictions or by persons subject to applicable sanctions or restrictions.

13. REPRESENTATIONS AND WARRANTIES

By accessing or using the Platform, users represent and warrant that, at all times:

- all information and documentation provided in connection with the use of the Platform is true, accurate, complete and up to date;

- they have full legal capacity, authority and power to enter into these Terms and to access and use the Platform in accordance with applicable laws;

- where acting on behalf of a legal entity, they are duly authorized to bind such entity and to perform transactions in accordance with these Terms;

- their use of the Platform, initiation of transactions and interactions with third-party service - providers comply with applicable laws, regulations, sanctions and regulatory requirements in all relevant jurisdictions;

- they are not subject to applicable sanctions, restrictions or prohibitions and are not acting on behalf of any sanctioned or restricted person or entity;

- they have independently assessed the risks associated with fiat and digital asset–related transactions and have not relied on the Company for legal, regulatory, financial or tax advice;

- all consents, approvals, licenses or authorizations required for their activities have been obtained and remain valid, where applicable;

- their use of the Platform does not infringe the rights of any third party and does not involve unlawful, fraudulent or abusive conduct.

14. DISCLAIMERS

14.1 No Advice

The Platform and any information made available through it are provided for general informational and technical purposes only.

Nothing on the Platform constitutes, or should be construed as, legal, regulatory, financial, investment, tax or other professional advice. Users should seek independent professional advice where appropriate.

14.2 No Guarantees

The Platform and Services are provided on an “as is” and “as available” basis.

The Company does not make any representations or warranties regarding the availability, reliability, accuracy, completeness or suitability of the Platform, any information displayed, or any transaction outcomes.

The Company does not guarantee that transactions will be executed, completed, settled or processed within any specific timeframe or at any particular rate or price.

14.3 Third-Party Services and Blockchain Networks

Transactions initiated through the Platform may involve independent third-party service providers or public blockchain networks that are outside the Company’s control.

The Company is not responsible for the acts, omissions, performance, availability or compliance of third-party service providers, blockchain networks, protocols or infrastructure.

14.4 Technical Risks

The use of digital platforms, electronic communications and blockchain networks involves inherent technical risks, including system failures, delays, interruptions, data transmission errors, cybersecurity incidents and network congestion.

The Company does not warrant that the Platform will be uninterrupted, error-free or free from vulnerabilities.

14.5 Jurisdictional Limitations

The availability of the Platform and certain functionalities may be restricted or unavailable in some jurisdictions.

Nothing in these Terms should be construed as an offer or solicitation to use the Platform in any jurisdiction where such use would be unlawful or require regulatory authorization that has not been obtained.

15. INDEMNITY

Users agree to indemnify and hold harmless the Company, its affiliates, directors, officers, employees and agents from and against any claims, demands, actions, proceedings, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with:
- the user’s access to or use of the Platform or Services;
- any breach of these Terms or applicable product-specific terms by the user;
- any violation of applicable laws, regulations, sanctions or regulatory requirements by the user;
- any misuse of the Platform, including unlawful, fraudulent or abusive conduct;
- any claims brought by third parties arising from transactions initiated by the user or the user’s interaction with third-party service providers.

This indemnity does not apply to the extent that losses arise directly from the Company’s gross negligence or wilful misconduct, where such exclusion is not prohibited by applicable law.

16. LIABILITY

16.1 Limitation of Liability

To the maximum extent permitted by applicable law, the Company shall not be liable for any losses, damages or liabilities suffered by users arising out of or in connection with:

- the use of, or inability to use, the Platform or Services;

- transactions initiated through the Platform and executed by third-party service providers;

- blockchain network events, protocol changes, forks, congestion or failures;

- market volatility, price fluctuations or liquidity conditions;

- delays, interruptions or errors caused by third-party providers, technical systems or force majeure events.

Where transactions are executed by the Company within the scope of its registration as a Money Services Business (MSB) under applicable Canadian law, the Company’s liability shall be limited to losses arising directly from its gross negligence or wilful misconduct.

16.2 Excluded Losses

To the extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, consequential, special or punitive damages, including loss of profits, loss of business opportunities, loss of data or reputational harm, even if the Company has been advised of the possibility of such losses.

16.3 Liability Cap

Where liability cannot be excluded by applicable law, the total aggregate liability of the Company arising out of or in connection with these Terms shall not exceed the total fees paid by the user to the Company during the three (3) months immediately preceding the event giving rise to the claim.

16.4 Time Limitation

Any claim against the Company must be brought within one (1) year from the date on which the event giving rise to the claim occurred, to the extent permitted by applicable law.

  1. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflict of laws principles.

17.2 Informal Resolution

Before initiating any formal dispute resolution proceedings, users agree to attempt to resolve any dispute, claim or controversy arising out of or in connection with these Terms through good-faith negotiations by providing written notice to the Company describing the nature of the dispute and the relief sought.

17.3 Arbitration

Any dispute, claim or controversy arising out of or relating to these Terms, the Platform or the Services, including any question regarding their existence, validity or termination, shall be finally resolved by binding arbitration.

The arbitration shall be conducted in English, by a single arbitrator, under the arbitration rules agreed by the parties or, in the absence of such agreement, in accordance with generally accepted arbitration rules applicable in the Province of British Columbia.

The seat of arbitration shall be Vancouver, British Columbia, Canada.


Notwithstanding the foregoing, the Company reserves the right, at its sole discretion, to initiate legal proceedings in any court of competent jurisdiction in order to protect its legitimate interests, including but not limited to the enforcement of its rights, recovery of amounts owed, protection of intellectual property, prevention of unlawful or prohibited activities, or compliance with applicable legal or regulatory obligations.



17.4 Waiver of Class Actions

To the maximum extent permitted by applicable law, disputes shall be resolved on an individual basis only. Users waive any right to bring or participate in class actions, collective actions or representative proceedings against the Company.

17.5 Injunctive Relief

Nothing in this Section shall prevent the Company from seeking injunctive or equitable relief in any competent jurisdiction where necessary to protect its intellectual property rights, confidential information or compliance obligations.

  1. GENERAL

18.1 Entire Agreement

These Terms, together with any applicable product-specific terms, policies or notices expressly incorporated by reference, constitute the entire agreement between the user and the Company with respect to the use of the Platform and the Services and supersede any prior agreements, understandings or representations.

18.2 Amendments

The Company may amend these Terms from time to time. Updated versions will be made available through the Platform or associated websites. Continued use of the Platform after the effective date of any amendments constitutes acceptance of the updated Terms.

18.3 Assignment

Users may not assign or transfer any rights or obligations under these Terms without the prior written consent of the Company.

The Company may assign or transfer its rights and obligations under these Terms, in whole or in part, including in connection with a corporate reorganization, merger, acquisition or transfer of business, without user consent.

18.4 Severability

If any provision of these Terms is held to be unlawful, invalid or unenforceable, such provision shall be severed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

 

18.5 No Waiver

Failure or delay by the Company to exercise any right or remedy under these Terms shall not operate as a waiver of such right or remedy.

18.6 Relationship of the Parties

Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, fiduciary or employment relationship between the user and the Company.

18.7 Third-Party Rights

Except as expressly provided, no person other than the parties to these Terms shall have any rights to enforce any provision of these Terms.

18.8 Notices

Any notices or communications may be provided electronically through the Platform or by email, unless otherwise required by applicable law.

18.9 Language

These Terms are drafted in English. Any translations are provided for convenience only. In the event of any inconsistency, the English version shall prevail.

18.10 Survival

Provisions which by their nature should survive termination of these Terms shall survive, including but not limited to provisions relating to liability, indemnity, dispute resolution and governing law.