Terms and Conditions of Use

These terms and conditions of use, together with any documents and/or additional terms  they expressly incorporate by reference, constitute a contract (the “Terms of Use”) between  you and MS Pay Limited, a corporation existing under the laws of Victoria, British Columbia.  References in these Terms of Use to “MS Pay Limited”, “we”, “us,” “our,” or the “Company”  are to MS Pay Limited. PLEASE READ THIS CAREFULLY – IT CONSTITUTES A LEGAL  AGREEMENT BETWEEN YOU AND MS Pay Limited. By signing up to use an account through  this Site or any associated informational websites, electronic communications, APIs, or  mobile applications (collectively, the “Site”), or by using the Site, you agree that you have  read, understood, and accept all of the terms and conditions contained in these Terms of  Use. If you do not agree to any part of these Terms of Use, you may not use the Site or the  Services (as defined below).

MS Pay Limited is a company incorporated and registered under the Laws of Canada with  company number BC1431850. MS Pay Limited is registered with FINTRAC as a Money  Service Business (MSB) to conduct activities relating to foreign exchange services.

MS Pay Limited Services and Use

Jurisdiction

Users of this Site are responsible for observing all applicable laws and regulations in their  relevant jurisdictions before proceeding to access the information contained herein. The  information provided in or accessible through the Site is not intended for distribution to, or

use by, any person or entity in any jurisdiction or country where such distribution or use  would be contrary to law or regulation or which would subject MS Pay Limited to any  registration or other requirement within such jurisdiction or country. MS Pay Limited  reserves the right to limit access to the Site to any person, geographic region or jurisdiction.  By proceeding to access the information, you are deemed to have represented and  warranted that the applicable laws and regulations of your relevant jurisdiction allow you to  do so.

Services

Through your MS Pay Limited account, if applicable, (“MS Pay Limited Account”) and the MS  Pay Limited Site, subject to MS Pay Limited compliance onboarding and approval, you are  able to buy and sell foreign exchange, in addition to using certain other services that may be  provided by MS Pay Limited from time to time, including, among other things, general news  and information, market data including price and analytics, and educational information  (collectively, the “Services”). For clarity, we will not hold foreign exchange or cash on  account on your behalf and will immediately deliver foreign exchange or cash to an account  or wallet under your sole control following a foreign exchange trade, according to our usual  commercial practice and in accordance with our obligations under applicable law. When  using the Services to buy or sell foreign exchange through your MS Pay Limited Account, you  are directly buying from, and directly selling to, MS Pay Limited. MS Pay Limited does not  offer exchange or clearance services.

Fees

You agree to be responsible for the payment of and pay all fees for your use of the Services.  We reserve the right to change the fees for Services or implement charges for features of  the Services as indicated to you from time to time. Any such fees will be set out in these  Terms of Use or on the Site.

Eligibility

You must be at least 18 years old to use the MS Pay Limited Site or the Services and  represent that you are of such age in doing so. Neither you, nor any person for whom you  are acting as an agent or nominee, as applicable (1) bears a name that appears on the List of  Specially Designated Nationals and Blocked Persons maintained by the United States Office  of Foreign Assets Control (“OFAC”) from time to time; (2) is a foreign shell bank; or (3)  resides in or your funds are transferred from or through an account in a Non-Cooperative  Jurisdiction (as classified by the Financial Action Task Force on Money Laundering (“FATF”)).  Countries or territories that have been designated as ‘Jurisdictions under Increased  Monitoring’ and ‘High-Risk Jurisdictions subject to a Call for Action’ with the FATF constitute  Non-Cooperative Jurisdictions. If you are using the Services on behalf of a legal entity, you  further represent and warrant that the legal entity is duly organized and validly existing  under the applicable laws of the jurisdiction of its organization, and you are duly authorized  by such legal entity to act on its behalf.

E-Sign and Electronic Communica-on

In our sole discretion, any agreements, applications or records that you sign or agree to at  our request may be in electronic form. Furthermore, you agree and consent to receive  electronically all communications, agreements, documents, notices and disclosures that we  provide in connection with your MS Pay Limited Account and your use of the Services. We  will provide these Communications to you by either posting them on the MS Pay Limited  Site, emailing them to you at the primary email address listed in your MS Pay Limited  profile, communicating to you via instant chat, andtior through other electronic  communication such as a text message or mobile push notification. MS Pay Limited may not  send Communications in a language other than English, and if you are not fluent in English,  you should consider obtaining the services of an interpreter. You understand and agree that  if MS Pay Limited or its agent sends you electronic Communications but you do not receive  them because your primary email address on file is incorrect, out of date, blocked by your  service provider, or you are otherwise unable to receive electronic Communications through  no fault of MS Pay Limited, MS Pay Limited will be deemed to have provided such  Communications to you.

Trading

You understand and agree that the Site and its entire contents, features, and functionality,  including, but not limited to, all information, soqware, code, text, displays, graphics,  photographs, video, audio, design, presentation, selection, and arrangement, are owned by  the Company, its licensors, or other providers of such material and are protected in all forms  by intellectual property laws including without limitation, copyright, trademark, patent,  trade secret, and any other proprietary rights.

The Company name, the Company logo, and all related names, logos, product and service  names, designs, images, and slogans are trademarks of the Company or its affiliates or  licensors. You must not use such marks without the prior wriren permission of the  Company. Other names, logos, product and service names, designs, images, and slogans  mentioned, or which appear on this Site, are the trademarks of their respective owners. Use  of any such property, except as expressly authorized, shall constitute an infringement or  violation of the rights of the property owner and may be a violation of federal or other laws  and could subject the infringer to legal action.

You may only use the Site for your personal and non-commercial use, and solely for  approved purposes as permired by MS Pay Limited from time to time. You shall not directly  or indirectly reproduce, compile for an internal database, distribute, modify, create  derivative works of, publicly display, publicly perform, republish, download, store, or  transmit any of the material on our Site, in any form or medium whatsoever except:

• Your computer and browser may temporarily store or cache copies of materials being  accessed and viewed.

• In the event social media plasorms are linked to certain content on our Site, you may take  such actions as our Site and such third-party social media plasorms permit. • Where you have received prior wriren permission of the Company to do so. Users are not permired to modify copies of any materials from this Site nor delete or alter  any copyright, trademark, or other proprietary rights notices from copies of materials from  this Site. You must not access or use for any commercial purposes any part of the Site or any  services or materials available through the Site.

If you print off, copy or download any part of our Site in breach of these Terms of Use, your  right to use the Site will cease immediately and you must, at our option, return or destroy  any copies of the materials you have made. You have no right, title, or interest in or to the  Site or to any content on the Site, and all rights not expressly granted are reserved by the  Company. Any use of the Site not expressly permired by these Terms of Use is a breach of  these Terms of Use and may infringe or violate copyright, trademark, and other intellectual  property or other proprietary laws.

Creating an Account

Registration

In order to use any of the Services, you must first register through the Site, or contact an  account representative directly, and provide certain information. MS Pay Limited may, in its  absolute and sole discretion, refuse to allow you to establish an Account.

Privacy Policy

We strive to take all reasonable steps to protect your personal information, however, we  cannot and do not guarantee the security of any information or data you disclose to us. MS  Pay Limited is based in Victoria, British Columbia, Canada and the information we collect is  governed by the provincial laws of British Columbia, the federal laws of Canada, and the  laws of other jurisdictions which our activities may be affected by. By accessing or using the  MS Pay Limited Services or otherwise providing information to us, you consent to the  processing and transfer of information in and to Canada. Please see our Privacy Policy for  more information.

Identity Verification

In order to use certain features of the Services and to help the government fight the funding  of terrorism and money laundering activities, you may be required to provide MS Pay  Limited with certain personal information, including, but not limited to, your name, address,  telephone number, e-mail address, date of birth, taxpayer identification number,  government identification number, and information regarding your bank account (e.g.,  financial institution, account type, routing number, and account number). In submitng this  or any other personal information as may be required, you verify that the information is

accurate and authentic, and you agree to notify MS Pay Limited if any information changes.  You hereby authorize MS Pay Limited to, directly or through third parties, make any  inquiries we consider necessary to verify your identity andtior protect against fraud or other  financial crime, including to query identity information contained in public reports (e.g.,  your name, address, past addresses, or date of birth), to query account information  associated with your linked bank account (e.g., name or account balance), and to take action  we reasonably deem necessary based on the results of such inquiries and reports. You  further authorize any and all third parties to which such inquiries or requests may be  directed to fully respond to such inquiries or requests.

Suspension, Restriction, and Cancella-on of Services

MS Pay Limited may restrict, suspend or terminate your access to the Services in our  absolute and sole discretion, immediately and without prior notice, and delete or deactivate  related information and files without cost to you, including, for example, in the event that  you breach any terms of these Terms of Use.

[The remainder of the document, including the sections on "Securities Disclaimers and  Notices," "Your Use of the Site and Account Set-Up and Security," and "Conditions of Use  and User Submissions and Site Content Standards," do not contain references to virtual  currencies, cryptocurrencies, or digital assets, and therefore remain unchanged.]

Securities Disclaimers and Notices

NO OFFER, RECOMMENDATION OR SOLICITATION:

NONE OF THE INFORMATION CONTAINED ON THIS SITE CONSTITUTES A  RECOMMENDATION, SOLICITATION OR OFFER BY MS PAY LIMITED OR ITS AFFILIATES TO  BUY OR SELL ANY SECURITIES, FUTURES, OPTIONS OR OTHER FINANCIAL INSTRUMENTS OR  PROVIDE ANY INVESTMENT, TAX OR LEGAL ADVICE OR SERVICE.

NEITHER MS PAY LIMITED NOR ANY OF ITS AFFILIATES ARE REGISTERED AS AN INVESTMENT  COMPANY UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE  “INVESTMENT COMPANY ACT”), AND INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS  OF THE INVESTMENT COMPANY ACT.

NEITHER MS PAY LIMITED NOR ANY OF ITS AFFILIATES ARE REGISTERED UNDER THE DEALER,  ADVISER, OR INVESTMENT FUND MANAGER REGISTRATION CATEGORIES WITH ANY  CANADIAN PROVINCE OR TERRITORY PURSUANT TO NATIONAL INSTRUMENT 31-103 – REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRATION OBLIGATIONS  AND DOES NOT RELY ON AN EXEMPTION FROM REGISTRATION UNDER ANY OF THE NOTED  REGISTRATION CATEGORIES IN ANY CANADIAN PROVINCE OR TERRITORY.

FOREIGN EXCHANGE MAY ONLY BE TRADED BY MS PAY LIMITED WITH COUNTERPARTIES  RESIDING IN JURISDICTIONS WHICH DO NOT PROHIBIT SUCH TRANSACTIONS. MS PAY  LIMITED SHALL NOT TRADE FOREIGN EXCHANGE WITH ANY PERSON OR ENTITY IN ANY  JURISDICTION OR COUNTRY WHERE SUCH TRADING WOULD BE CONTRARY TO LAW OR  REGULATION OR WHICH WOULD SUBJECT MS PAY LIMITED TO ANY REGISTRATION OR  OTHER REQUIREMENT WITHIN SUCH JURISDICTION OR COUNTRY WHICH MS PAY LIMITED  DOES NOT CURRENTLY HAVE.

ANY INDIVIDUAL OR ENTITY THAT IS CONSIDERING THE PURCHASE OR SALE OF FOREIGN  EXCHANGE WITH MS PAY LIMITED MAY WISH TO CONSULT LEGAL COUNSEL.

Forward-Looking Statements and Foreign Exchange-Related Information

Nothing in the Site is, or should be relied on as, a promise or representation as to the future.  The Site may contain views, estimates, opinions, predictions or other forward-looking  statements, which may reflect the views of MS PAY LIMITED or any of its affiliates with  respect to, among other things, MS PAY LIMITED’s operation, the performance of foreign  exchange, or the foreign exchange market. Users may identify forward-looking statements  by the use of words such as “believe”, “expect”, “potential”, “continue”, “may”, “will”,  “should”, “seek”, “approximately”, “predict”, “intend”, “plan”, “estimate”, “anticipate” or  other comparable words. These forward-looking statements are subject to various risks,  uncertainties and assumptions. Accordingly, there are or will be important factors that could  cause actual outcomes or results to differ materially from those indicated in these potential  statements. Should any assumptions underlying potential forward-looking statements  contained on the Site prove to be incorrect, the actual outcome or results may differ  materially from outcomes or results projected in these statements. Neither MS PAY LIMITED  nor any of its affiliates undertakes any obligation to update or review any forward-looking  statement, whether as a result of new information, future developments or otherwise,  except as required by applicable law or regulation.

Pricing and other information generated through the use of the Services which may be  made available herein may not reflect actual prices or values that may be available to you in  the market at the time generated or at the time you may want to purchase or sell a  particular foreign exchange with us.

Your Use of the Site and Account Set-Up and Security

The security of your personal information is very important to us. We use physical,  electronic, and administrative measures designed to secure your personal information from  accidental loss and from unauthorized access, use, alteration, and disclosure.

The safety and security of your information also depend on you. Users are responsible for  obtaining their own access to the Site. Users are required to ensure that all persons who  access the Site through a user’s internet connection are aware of these Terms of Use and  comply with them. The Site, including content or areas of the Site, may require user

registration. It is a condition of your use of the Site that all the information you provide on  the Site is correct, current, and complete.

Unfortunately, the transmission of information via the internet is not completely secure.  Although we do our best to protect your personal information, we cannot guarantee the  security of your personal information transmired to our Site. Any transmission of personal  information is at your own risk. We are not responsible for circumvention of any privacy  setngs or security measures contained on the Site.

Your provision of registration information and any submissions you make to the Site through  any functionality such as applications, chat rooms, e-mail, message boards, personal, or  interest group web pages, profiles, forums, bulletin boards and (collectively, “Interactive  Functions”) constitutes your consent to all actions we take with respect to such information  consistent with our Privacy Policy.

Any username, password, or any other piece of information chosen by you, or provided to  you as part of our security procedures, must be treated as confidential, and you must not  disclose it to any other person or entity. You must exercise caution when accessing your MS  PAY LIMITED Account from a public or shared computer so that others are not able to view  or record your password or other personal information. You understand and agree that  should you be provided an MS PAY LIMITED Account, your account is personal to you and  you agree not to provide any other person with access to this Site or portions of it using  your username, password, or other security information. You agree to notify us immediately  of any unauthorized access to or use of your username or password or any other breach of  security. You also agree to ensure that you log out from your account at the end of each  session. You are responsible for any password misuse or any unauthorized access.

You are prohibited from arempting to circumvent and from violating the security of this  Site, including, without limitation: (a) accessing content and data that is not intended for  you; (b) arempting to breach or breaching the security andtior authentication measures

which are not authorized; (c) restricting, disrupting or disabling service to users, hosts,  servers, or networks; (d) illicitly reproducing TCPtiIP packet header; (e) disrupting network  services and otherwise disrupting the Site owner’s ability to monitor the Site; (f) using any  robot, spider, or other automatic device, process, or means to access the Site for any  purpose, including monitoring or copying any of the material on the Site; (g) introducing any  viruses, trojan horses, worms, logic bombs, or other material that is malicious or  technologically harmful; (h) aracking the Site via a denial-of-service arack, distributed  denial-of-service arack, flooding, mailbombing, or crashing; and (i) otherwise arempting to  interfere with the proper working of the Site.

Conditions of Use and User Submissions and Site Content Standards

As a condition of your access and use, you agree that you may use the Site only for lawful  purposes and in accordance with these Terms of Use.

The following content standards apply to any and all content, material, and information a  user submits, posts, publishes, displays, or transmits (collectively, “submit”) to the Site, to  other users or other persons (collectively, “User Submissions”) and any and all Interactive  Functions. Any and all User Submissions must comply with all applicable federal, state,

provincial, local, and international laws, regulations, and terms of service.

Without limiting the foregoing, you warrant and agree that your use of the Site and any  User Submissions shall not:

• In any manner violate any applicable federal, state, provincial, local, or international law  or regulation including, without limitation, any laws regarding the export of data or  soqware, patent, trademark, trade secret, copyright, or other intellectual property,  legal rights (including the rights of publicity and privacy of others) or contain any

material that could give rise to any civil or criminal liability under applicable laws or  regulations or that otherwise may be in conflict with these Terms of Use and our  Privacy Policy.

• In any manner violate the terms of use of any third-party website that is linked to the Site,  including but not limited to, any third-party social media website.

• Include or contain any material that is exploitive, obscene, harmful, threatening, abusive,  harassing, hateful, defamatory, sexually explicit or pornographic, violent,  inflammatory, or discriminatory based on race, sex, religion, nationality, disability,  sexual orientation, or age or other such legally prohibited ground or be otherwise  objectionable, such determination to be made in the Company’s sole discretion.

• Involve stalking, arempting to exploit or harm any individual (including minors) in any  way by exposing them to inappropriate content or otherwise or ask for personal  information as prohibited under applicable laws, regulations, or code.

• Involve, provide, or contribute any false, inaccurate, or misleading information. • Impersonate or arempt to impersonate the Company, a Company employee, another  user, or any other person or entity (including, without limitation, by using email  addresses, or screen names associated with any of the foregoing).

• Transmit, or procure the sending of, any advertisements or promotions without our prior  wriren consent, sales, or encourage any other commercial activities, including,  without limitation, any “spam”, “junk mail”, “chain lerer”, contests, sweepstakes  and other sales promotions, barter, or advertising or any other similar solicitation.

• Encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the  Site, or which, as determined by us, may harm the Company or users of the Site or  expose them to liability.

• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or  alarm any other person.

• Promote any illegal activity, or advocate, promote, or assist any unlawful act. • Involve the use of any retirement funds, including any personal or indirect IRA  investments, when accessing Services.

• Involve the use of the Services for personal, family, or household purposes. • Give the impression that they originate from or are endorsed by us or any other person or  entity if this is not the case.

User Submissions: Grant of Licence

The Site may contain Interactive Functions allowing User Submissions on or through the  Site.

None of the User Submissions you submit to the Site will be subject to any confidentiality by  the Company. By providing any User Submission to the Site, you grant us and our affiliates  and service providers, and each of their and our respective licensees, successors, and  assigns the right to a world-wide, royalty-free, perpetual, irrevocable, non-exclusive license  to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third  parties any such material for any purpose and according to your account setngs andtior  incorporate such material into any form, medium, or technology throughout the world  without compensation to you. You further waive any moral rights or other rights of  authorship as a condition of submitng any User Submission.

By submitng the User Submissions, you declare and warrant that you own or have the  necessary rights to submit the User Submissions and have the right to grant the license  hereof to us and our affiliates and service providers, and each of their and our respective  licensees, successors, and assigns to the User Submissions and comply with these Terms of  Use. You represent and warrant that all User Submissions comply with applicable laws and  regulations and the User Submissions and Site Content Standards set out in these Terms of  Use.

You understand and agree that you, not the Company, nor the Company’s parent,  subsidiaries, affiliates nor their respective directors, officers, employees, agents, service  providers, contractors, licensors, suppliers, or successors, are fully responsible for any User  Submissions you submit or contribute, and you are fully responsible and legally liable,  including to any third party, for such content and its accuracy. We are not responsible or  legally liable to any third party for the content or accuracy of any User Submissions  submired by you or any other user of the Site.

Site Monitoring and Enforcement, Suspension, and Termination

Company has the right, without provision of notice to:

• Remove or refuse to post on the Site any User Submissions for any or no reason in our  sole discretion.

• At all times, take such actions with respect to any User Submission deemed necessary or  appropriate in our sole discretion, including, without limitation, for violating the User  Submissions and Site Content Standards and these Terms of Use.

• Take appropriate legal action, including, without limitation, referral to law enforcement or  regulatory authority, or notifying the harmed party of any illegal or unauthorized use  of the Site. Without limiting the foregoing, we have the right to fully cooperate with  any law enforcement authorities or court order requesting or directing us to disclose

the identity or other information of anyone posting any materials on or through the  Site.

• Terminate or suspend your access to all or part of the Site for any or no reason, including,  without limitation, any violation of these Terms of Use.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS PARENT, SUBSIDIARIES,  AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE  PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM  ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AGAINST  YOU, IN ACCORDANCE WITH THIS AGREEMENT, AND ANY OF THE FOREGOING PARTIES  RELATING TO ANY, INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES OR BY  LAW ENFORCEMENT AUTHORITIES.

We have no obligation, nor any responsibility to any party to monitor the Site or its use, and  do not and cannot undertake to review material that you or other users submit to the Site.  We cannot ensure prompt removal of objectionable material aqer it has been posted and  we have no liability for any action or inaction regarding transmissions, communications, or  content provided by any user or third party, subject to applicable laws.