Terms of Use

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Last updated: October 5, 2023

1. Terms of Use

1.1 These terms of use, including our Privacy Policy, any schedule, annexe or addenda incorporated herein by reference, or any terms referencing these terms of use (collectively, the “Terms”) apply to your access and use of the Services (defined below) as well as your visits on our main website (https://shakepay.com), the Shakepay blog (https://blog.shakepay.com) or any Shakepay’s website (collectively, the “Website”) provided by Shakepay Inc., a Canadian federal corporation headquartered in Montreal (“Shakepay”, or “we”, “us”, “our”).

1.2 Please read the Terms carefully as they govern your use of the Services and your visits on the Website. If you do not agree with any term and condition included in the Terms, please do not visit, access or use the Services or the Website.

1.3 By clicking the “I agree with the Terms of Use and Privacy Policy” checkbox displayed on the sign-up page, by downloading, accessing or using the Services, by visiting our Website, or by accepting any set of terms referencing these Terms, you acknowledge that you have read, understood and accepted the Terms (as they may be amended from time to time).

1.4 Because we strive to constantly improve our Services and develop new features for you and our community, we may amend the Terms at any time by posting a revised version of the Terms on the Website, the mobile or web application, or by providing a copy directly to you via email, hyperlink or otherwise. It is your responsibility to check the Terms periodically for changes, even though Shakepay will provide you with a notice of the amended Terms. The amended Terms will become effective as of the time they are posted, but will not apply retroactively. Your continued use of the Services, or your visit to our Website, after the posting of the amended Terms constitutes your acceptance of such amended Terms, unless a different acceptance mechanism is expressly provided. If you do not agree with any amendment, your sole and exclusive remedy is to discontinue using the Services or visiting the Website.

2. Shakepay Services

2.1 Shakepay provides various financial services accessible through and based on Internet and/or blockchain technologies, and offered via our Website, our mobile or web application, or by other means made possible by technological advancements (the “Services”).

2.2 The Services include but are not limited to a proprietary and fully automated platform to buy, sell, deposit, transfer, earn, hold, or withdraw Bitcoin and other virtual currencies ("Crypto Assets”), to hold, transfer or withdraw Canadian dollars, and to use a prepaid card (the “Shakepay Card”) issued by a bank (the “Issuer”). The Crypto Assets available on the Services may change from time to time, and Shakepay may remove support for, or the ability to buy, sell, deposit, transfer, earn, hold or withdraw any Crypto Assets.

2.3 The rights and obligations associated with the Services are described in Section 9 below. Additional Services directly or indirectly provided by Shakepay may be offered to you from time to time, which are subject to these Terms and may be subject to additional terms and conditions in addition to the Terms.

3. Acknowledgement of Risk and Disclosures

3.1 BEFORE MAKING USE OF THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, YOU UNDERSTAND AND ACCEPT THE RISK DISCLOSURES PUBLISHED ON OUR WEBSITE (RISK STATEMENT, RELATIONSHIP DISCLOSURE INFORMATION, CRYPTO ASSET STATEMENT BITCOIN AND CRYPTO ASSET STATEMENT ETHER), AND AVAILABLE IN OUR WEB AND MOBILE APPLICATION. You acknowledge that the values of Crypto Assets may fluctuate significantly and there is an important risk of financial losses when buying, selling, holding or investing in Crypto Assets.

3.2 BEFORE MAKING USE OF THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT NO COMMUNICATION OR INFORMATION PROVIDED TO YOU BY SHAKEPAY SHALL BE CONSIDERED OR CONSTRUED AS INVESTMENT, TAX OR LEGAL ADVICE. SHAKEPAY WILL NOT PROVIDE ANY RECOMMENDATIONS, ADVICE OR INDUCEMENTS TO YOU AND WILL NOT BE HELD RESPONSIBLE FOR THE ACCOUNT APPROPRIATENESS DETERMINATION OR FOR THE SUITABILITY OF TRADES WHEN ACCEPTING ORDERS FROM YOU.

3.3 You acknowledge and agree that Shakepay is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities made by you using the Services. No advertisement, educational information, nor any private or public message made, published or provided by Shakepay (or by a Third-Party Content or on a Third-Party Services, as defined below) shall be construed as a recommendation, advice or inducement from Shakepay to buy, earn, sell, hold or otherwise invest in Crypto Assets.

3.4 You are solely responsible for determining whether any transaction is appropriate for you according to your risk tolerance, regardless of any risk profile that may have been established by Shakepay or otherwise associated with your Account, and you shall be solely responsible for any loss or liability therefrom.

3.5 You are also solely responsible for determining the tax consequences associated with the buying, holding, earning, selling of, or otherwise any transaction made with Crypto Assets, and you shall be solely responsible for any tax liability or other adverse tax consequences arising therefrom.

3.6 Without limiting the generality of the foregoing, the calculations found in any statement or report made available by Shakepay (the “Statements”), which may set out the details of the transaction history in your Account, are completed to the best of our ability based on information available to us. You acknowledge that these Statements are solely provided for your convenience and may not constitute an accurate description of the gain or loss of the value of your Crypto Assets. All liability with respect to actions taken or not taken based on the contents of these Statements are hereby expressly disclaimed; no representations are made that the content of these Statements is standardized or error-free.

3.7 You acknowledge that, considering the nature of the Services (including the use of “hot wallet” providers) there is a risk of malicious cyberattacks against the Services, which may result in the loss or theft of your Funds (as defined below) or Crypto Assets.

4. Regulatory Status

4.1 Shakepay is registered with the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) as a Money Service Business (MSB), dealing in virtual currencies and money transferring (#M17065696). We are also registered as a Restricted Dealer with the Autorité des Marchés Financiers (AMF) and the securities regulatory authorities in each jurisdiction in Canada.

5. Account Sign-Up, Security and Access

5.1 To use the Services, you must sign up for a Shakepay account (the “Account”). You may not create more than one Account. Shakepay may, in its sole discretion and without prior notice or justification, refuse to open an Account for you, suspend (also called a “freeze”) or terminate your Account (see Section 16), or otherwise restrict some features or permissions in your Account (such as buying, selling or transferring Crypto Assets or Funds), for different reasons such as i) to perform a scheduled maintenance, ii) due to a non-compliance or potential non-compliance with the Terms, iii) for security, fraud, legal or reputational concerns or risks, iv) to conduct internal investigations, v) for regulatory or contractual reasons, vi) in the event of a fork (change in the blockchain protocol), etc. You acknowledge that, if we do not communicate with you and you realize that your Account has been suspended or limited, it is your responsibility to reach out to our customer service team members.

5.2 As part of the account opening process and/or the account appropriateness assessment, and from time to time afterwards (e.g. when we conduct investigations, expand our product offering, or we are required by law), you will be asked to provide information about yourself (or your organization) and your contemplated use of the Services (for more information, see Section 8 below). You agree to always provide complete, truthful and accurate information, as well as authentic documents, when opening an Account or when interacting with Shakepay. You are also expected to promptly and proactively update your information, including but not limited to your residential address, email address and telephone number, to maintain their integrity and accuracy. You understand and agree that, from time to time, Shakepay may require you to submit additional information about yourself (or your organization) or complete further verification steps, and that failure to comply may preclude your continued use of or access to the Services.

5.3 Shakepay commits to ensure the security of the Services and your Account by maintaining appropriate policies and procedures related to information technology (IT) security, cyber-resilience, disaster recovery capabilities and business continuity plans Shakepay also represents that it is proficient and experienced in holding Crypto Assets and has established and applied policies and procedures that manage and mitigate custodial risks, including but not limited to, an effective system of controls and supervision to safeguard the Crypto Assets.

5.4 However, you also have a role to play in securing your Account, your Crypto Assets and your Funds by adopting security practices and measures designed to protect your Account and related personal information. Namely, you agree:

1. To create, when required by Shakepay, a unique (that you do not use for any other website or online service) and strong password that complies with Shakepay’s password requirements;

2. To maintain access and keep secure, private and confidential any security token or device required for authentication to your Account, including any email address or phone number that you may use for two-factor authentication;

3. To strictly follow all security procedures and guidelines that may be issued by Shakepay from time to time;

4. To immediately notify us and suspend your Account if you discover or otherwise suspect that the security of your Account has been compromised;

5. Not to share your Account credentials with anyone else;

6. Not to allow any third party (as agent or otherwise) to use your Account; and

7. Not to use your Account for the benefit of any third party.

5.4 As initiator and beneficiary of all transactions made in your Account, you are responsible for all activities and transactions that occur under your Account (including the amount of the transaction or the External Account or External Wallet (as defined below) to which you send your Funds or Crypto Assets), and accept all risks of any authorized or unauthorized access to your Account. Shakepay assumes no liability for any loss or consequences caused by any authorized or unauthorized access to or use of your Account. For greater certainty, you authorize Shakepay to act upon instructions given from within your Account to our customer service team members (including but not limited to the buying, selling, trading, withdrawing and transferring of Crypto Assets). You agree that we are, in respect of any instructions received from a person using your Account, entitled to assume that the person is you.

5.5 You acknowledge that the access to the Services may be interrupted or may become unavailable for reasons out of Shakepay’s reasonable control (for example, during times of significant volatility or volume). Shakepay cannot guarantee that any order or transaction will be executed, accepted, or remain open.

6. Eligibility

6.1 To be eligible to use the Services, you must i) reside in Canada and have a valid Canadian mobile phone number (excluding IP telephony), ii) be at least 18 years old, iii) have the legal capacity to hold an Account and accept the Terms. For clarity, residents of other countries are not permitted to use the Services. There are certain features or products which may or may not be available to you depending on your physical location (e.g. if you are outside of Canada) and other criteria.

6.2 To be eligible to use the Services, you (or any person directly or indirectly controlling the organization) must not i) be included in any sanctions list in Canada or any other country, including any trade embargoes or economic sanctions list, the list of Specially Designated Nationals (“SDNs”) and Blocked Persons maintained by the Office of Foreign Assets Control of the U.S. Treasury Department or the denied persons or entity list of the U.S. Department of Commerce.

6.3 To be eligible to use the Services, you (or any person directly or indirectly controlling the organization) must not, or intend to, transfer Funds (defined below) or Crypto Assets from, through or to an account i) covered by the prohibitions listed in subsection 6.2, or ii) in the Islamic Republic of Iran, the Democratic People’s Republic of Korea or any other foreign jurisdiction covered by a ministerial directive or transaction restrictions regulations issued by the Minister of Finance of Canada or any other governmental entity.

6.4 If you are agreeing to the Terms on behalf of an organization (corporation, trust, partnership or any similar entity), both you as an individual and your organization are legally bound by the Terms. You also represent and warrant that you have been granted the necessary powers and authorizations to bind the organization and act on its behalf. You also represent that such organization is a duly organized Canadian-registered entity that is in good standing under applicable laws. Any entity or its owners (and any affiliate entities) that have been previously suspended or banned from using the Services are no longer eligible to use the Services.

6.5 If you do not, or no longer, meet the eligibility requirements mentioned in this Section 6, you shall immediately inform Shakepay and cease using the Services.

7. Prohibited Uses

7.1 Unlawful activity: You may not use your Account to conduct any unlawful activity which would violate any law, statute, regulation, or sanctions programs, or which would involve proceeds of any unlawful activity, or the publishing, distributing or disseminating of any unlawful material or information. Without limiting the generality of the foregoing, you may not use our Services to i) pay for, support or otherwise engage, directly or indirectly, in any illegal gambling activities, fraud, money-laundering, terrorist activities or other illegal activities, or ii) engage in transactions involving activities that infringe, violate or harm any copyright, trademark, right of publicity or privacy or any other proprietary right under applicable law (including Shakepay’s intellectual property).

7.2 Abusive activity: You may not use our Services in any manner that could interfere with, disrupt, negatively affect, inhibit other customers from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner. Without limiting the generality of the foregoing, you may not i) communicate with Shakepay staff (and especially our customer service team members) in a way that is not respectful and courteous, or otherwise harass, make threats or use any defamatory, libelous, harmful, hateful, or racially/ethnically offensive or abusive language with our staff or other Shakepay customers, ii) violate Shakepay’s policies (including our Anti-Money Laundering/Terrorist Financing policies) or otherwise engage in money laundering techniques (e.g. smurfing), iii) use or attempt to use another customer's Account (by impersonation or otherwise), allow another person to access and use the Services using your Account or make any transaction on behalf of any third party, iv) attempt to circumvent any security measure or control we employ, or attempt to access any feature or area of our Services that you are not authorized to access, v) develop any third-party applications that interact with our Services without our prior written consent, vi) use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data, vii) encourage or induce any third party to engage in any of the activities prohibited under this subsection 7.2, viii) use the Services to take advantage of or profit from any technical glitch, malfunction, failure, delay, default or security breach, or ix) undertake any trading activity that could be reasonably considered to constitute a manipulative or deceptive practice.

7.3 To ensure compliance with your obligations or the prohibitions listed in this Section 7, the Terms or Shakepay’s policies (including our Anti-Money Laundering/Terrorist Financing policies), Shakepay (or its service providers, partners and regulators) has the right to monitor, supervise and investigate the activity on your Account and the transactions that you are making on the Services. We may, at any time, request that you collaborate with Shakepay in these investigations, including asking you to provide more information regarding the source of Funds (defined below) or Crypto Assets being deposited or transferred into your Account. You agree to assist us in these investigations to the best of your knowledge. Shakepay may unilaterally determine whether you have violated your obligations or the prohibitions listed in this Section 7, the Terms or its policies.

7.4 If Shakepay determines, at its sole discretion, that you may have violated your obligations or the prohibitions listed in this Section 7, the Terms or its policies (including our Anti-Money Laundering/Terrorist Financing policies), Shakepay may take actions without your consent, prior notice or justification, including without being limited to: i) restricting your rights and permissions on the Services, ii) blocking, freezing, suspending or closing your Account or any order requests or transactions, iii) returning Crypto Assets to the sender’s wallet address; iv) requiring you to promptly liquidate your Crypto Assets, v) requiring that you provide us with Funds wire transfer instructions to a Canadian financial institution, vi) reporting you to our banking partners, the Issuer, service providers, relevant financial intelligence agency, securities regulators, or law enforcement authorities, and vii) deleting any information that you published that are found to be in violations of the Terms or the law.

8. Identity Verification

8.1 During the sign-up process of your Account, or at any other time deemed necessary by Shakepay, you agree to provide us with, and consent to the processing of, any personal information we may request for the purposes of identity verification, providing Services to you, the detection of money laundering, terrorist financing, fraud, any other financial crimes, and other lawful purposes. For more information, you can refer to our Privacy Policy available here. You can withdraw your consent at any time by closing your Account with us. However, we will retain and continue to process your personal information for as long as your Account is active and for a limited period of time after, but only as necessary in order to comply with laws or regulations applicable to us or our partners.

8.2 The information we request may include personal information, including, but not limited to, your full legal name, date of birth, residential address, occupation, telephone number, e-mail address, government identification or special categories of data (such as biometric information).

8.3 During the sign-up process of your Account, and to help us follow FINTRAC identity verification rules, we may use a biometric system to verify your identity. As part of this process, we may require a photo of your government-issued photo identification, a selfie, and a video of your face. If you use this identity verification method, you hereby consent to the collection, use and retention of your biometric information, and you understand that your biometric information will solely be used to confirm your identity.

8.4 You also authorize Shakepay to conduct investigations or make inquiries, whether directly or through third parties, that we consider necessary to offer the Services, verify your identity or to protect you, other customers, Shakepay’s partners and/or Shakepay against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit monitoring agencies and fraud prevention or financial crime agencies and that these agencies may communicate personal information about you to Shakepay. Please note that, when we do so, we only verify your identity and it should have no adverse effect on your credit rating (“soft credit check”).

8.5 You also authorize your wireless phone provider to disclose to Shakepay and its third-party service providers, some personal information about you, including without limited to your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status and device details, if available, solely as necessary to verify your identity, ensure compliance with the Terms, and prevent fraud for the duration of our relationship with you.

8.6 We reserve the right at all times to monitor, review, retain and/or disclose any information so collected as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.

9. Services

9.1 License

9.1.1 The Services are licensed to you on a non-transferrable, non-sublicensable, worldwide-basis, so that you may use the Services and make use of the intellectual property of which it is composed, including all copyrighted and trademarked works (collectively, “Works”), provided that you do so in accordance with the Terms or any other procedures and guidelines that may be issued by Shakepay from time to time, and do not reproduce any of the Works outside of the Services.

9.1.2 Some trademarks displayed on the Services, such as those of app stores or certain business and product names may belong to third parties and are not licensed to you.

9.2 Funding, Depositing and Withdrawing

9.2.1 To buy and sell Crypto Assets and to complete most transactions, you usually have to first load Canadian dollars (the “Funds”) from your external account (the “External Account”) on your Account using a pre-approved method (e.g. Interac e-TransferⓇ, wire transfer, etc.). Other acceptable funding or withdrawing methods may be available, which may change from time to time.

9.2.2 You acknowledge that Shakepay uses third party providers and banking partners that are involved in the handling and processing of your Funds.

9.2.3 You acknowledge that we may delay or reject the transfer of your Funds into or from your Account. Such delay may be caused by operational, technological or compliance reasons. You also acknowledge that processing times with your External Account may vary. In some cases, your External Account may delay the transfer or reject your Funds or may otherwise be unavailable to receive your Funds. You agree that you will not hold Shakepay liable for any damages resulting from such delayed or rejected transactions. We therefore strongly recommend transferring Funds or Crypto Assets to Shakepay well in advance of when you intend to use our Services.

9.2.4 We reserve the right to set any applicable limits or rules for any particular funding or withdrawing methods (such as daily Interac e-TransferⓇ limits or other volume/purchase limits) without prior notice.

9.2.5 You may require Shakepay to transfer your Funds to your External Account or to other accounts pre-approved by Shakepay in accordance with its internal policies.

9.2.6 You may be charged fees by your External Account. Shakepay is not responsible for any of these fees or for the management and security of any External Account. You are solely responsible for your use of any External Account, and you agree to comply with all terms and conditions applicable to any External Account or any instructions given by the bank or financial institutions where your External Account is located.

9.2.7 Once you transfer them to your Account, your Funds will be held in a bank account with one of Shakepay’s banking partners. Shakepay does not represent, and cannot guarantee, that your Funds are or will be insured with the Canada Deposit Insurance Corporation or any similar crown corporation or body. You therefore acknowledge that your Funds are subject to the inherent risks of the banking system. You agree that you assume all risks related to the banking partner with which your money is held in your External Account (including any loss, by fraud, theft or otherwise).

9.2.8 Without limiting the generality of the prohibition mentioned in subparagraph iii) of subsection 7.2, you acknowledge and agree that all Crypto Assets transferred into or from your Account should be initiated or requested by you. In some cases, you acknowledge that we may delay or reject such transfer of Crypto Assets into or from your Account. Such delay may be caused by operational, technological or compliance reasons or otherwise caused by the blockchain that you are interacting with. You agree that you will not hold Shakepay liable for any damages resulting from such delayed or rejected transactions.

9.2.9 You may instruct Shakepay to withdraw your Crypto Assets held by our third-party custodians to an external digital wallet address (an “External Wallet”). You authorize Shakepay to send such instructions to the third-party custodians on your behalf. You acknowledge and agree that Shakepay cannot confirm who owns or controls your External Wallet, and cannot reverse any transactions or otherwise retrieve Crypto Assets transferred to any External Wallet. Consequently, you agree to only send Crypto Assets to External Wallets that you know and trust, and you accept all risks (including the possible misappropriation of your Crypto Assets) arising from the transfer of your Crypto Assets to any wallet that you do not own or control. You understand that the failure to ensure the accuracy of the External Wallet address and related privacy keys may result in the permanent loss of such Crypto Assets. You agree that you will not hold Shakepay liable for any damages or losses resulting from your Crypto Assets being sent to the wrong External Wallet or to any individuals involved in fraudulent or otherwise illegal schemes.

9.3 Custody of Crypto Assets

9.3.1 You agree to appoint Shakepay, which accepts such an appointment, to hold the Crypto Assets that you own in your Account, which Crypto Assets are held in trust for your benefit and not owned by Shakepay. The transactions executed by Shakepay are between you and Shakepay, and provide you with a contractual right or claim (including the rights provided in these Terms) relating to a particular Crypto Asset held on your behalf by Shakepay. You own the right to all Crypto Assets that you purchase from Shakepay immediately following the purchase transaction. Notwithstanding the above, Shakepay reserves the right to suspend any transaction, withhold Funds or Crypto Assets, suspend your Account or your Shakepay Card in order to protect Shakepay, other customers, any third party, the Issuer and yourself from actual or potential legal, security, financial, reputational or any other risk.

9.3.2 Although you acknowledge and agree that the Services are not intended to be used as a storage facility for your Crypto Assets and you also understand and assume all risks associated with such storage, such Crypto Assets will be delivered and held by Shakepay under the custody of third-party custodians (for more information, see subsection 9.3.4 below). If you do not wish to have your Crypto Assets stored by Shakepay via third-party custodians, you should withdraw your Crypto Assets to an External Wallet that you own and control. Nevertheless, you accept all risks and you agree that you will not hold Shakepay liable for any damages or losses resulting from your Crypto Assets being withdrawn from your Account (including but not limited to the risks associated with losing your private keys, or sending Crypto Assets to a wrong or invalid wallet address).

9.3.3 Shakepay will record your purchased Crypto Assets in its books as separate and apart from anyone else’s Crypto Assets, including from Shakepay’s own property. Furthermore, Shakepay will maintain a database of the balances of your Crypto Assets which will be reconciled each business day against the various wallet balances that Shakepay or its custodians have to ensure that your Crypto Assets are accounted for. Our records will at all times provide for the separate identification of your Crypto Assets and the Crypto Assets of other customers. We do not, nor do we purport to have, legal ownership of Crypto Assets held on your behalf, and neither Shakepay nor our third-party custodians will be entitled to loan, hypothecate, pledge, or otherwise encumber any of your Crypto Assets. For greater clarity, neither Shakepay nor our third-party custodian will be entitled to use your Crypto Assets for its own benefit.

9.3.4 You acknowledge and agree that the vast majority of your Crypto Assets are held using an offline “cold storage” system with our custodians in designated omnibus accounts in trust in the name of Shakepay, for the benefit of our customers. The custodians record the Crypto Assets beneficially owned by Shakepay’s customers as separate and apart from any other assets held by the custodians, including from Shakepay’s assets. Only a small portion of our customers’ Crypto Assets is held by Shakepay using hot wallets providers, namely to help us execute customer deposits and withdrawal requests and to cover for the pre-funded nonrecoverable blockchain fees, paid by Shakepay, that are required to process such transactions. In case of the insolvency and/or bankruptcy of Shakepay or our custodians, these fees, as well as your Crypto Assets, are deemed your assets once deposited in the same hot wallet account.

9.3.5 Unless Shakepay and, as the case may be, the applicable third-party custodian expressly agree in writing, you shall keep your Crypto Assets free from any liens, encumbrances, charges, or claims.

9.4 Buying and Selling

9.4.1 The Services enable you to buy and sell Crypto Assets from Shakepay at the Stated Price (defined below) through orders that you place (each, an “Order”), either in units of Crypto Assets or in Canadian dollars. You agree that any Order placed from your Account and confirmed by Shakepay shall be final, irrecuperable, irreversible and is not refundable.

9.4.2 You acknowledge that the price of Crypto Assets offered and set by Shakepay on the Services at a given time (the “Stated Price”) represents quotes informed by current market conditions, and is not correlated with any particular index. For greater clarity, if you elect to buy a certain Crypto Asset, then we shall make use of the Stated Price at which Shakepay sells such Crypto Asset, and if you elect to sell a certain Crypto Asset then we shall make use of the Stated Price at which we buy such Crypto Asset. Shakepay agrees to take reasonable steps to ensure that the Stated Price is fair and reasonable.

9.4.3 You acknowledge and agree that, in limited circumstances, Shakepay may not be able to proceed with your Order (e.g. network congestion on a blockchain), or may need to delay your Order (e.g. in periods of high volume, illiquidity or volatility in the marketplace). You also acknowledge that, in the event that we determine, at our sole discretion, that as the result of any technical glitch, malfunction, failure, delay, default or security breach, a fulfilled and executed Order did not reflect the fair value for the applicable Crypto Asset at the time that the Order was fulfilled and executed, we may cancel, amend or correct such Order. You agree and understand that we reserve the right to cancel any Order if such Order i) has failed for technical or business reasons (e.g. could not be incorporated into a block on the blockchain); ii) was placed, or remains open, during scheduled or unscheduled downtime, or otherwise violates the Terms. Please note that it could take 24-48 hours for a failed transaction to be displayed properly in your Account.

9.5 Trading

9.5.1 The Services may be used to place an order to buy or sell at a future price (a “Limit Order”). When you enter a Limit Order, Shakepay will not process the transaction until such time as when the Stated Price equals the price that you entered in your Limit Order. When the Stated Price meets the price entered in the Limit Order, then your Limit Order will automatically be fulfilled and executed. For as long as the price specified in your Limit Order is not met, the Limit Order remains open in your Account until you either cancel it or it is fulfilled and executed.

9.5.2 When you place a Limit Order via the Services, you authorize Shakepay to execute a transaction in accordance with such Limit Order (including the price), including using your Funds to pay for a buy Limit Order.

9.5.3 Due to rapid changes in the Stated Price (especially in period of high volume, illiquidity or volatility in the marketplace), you acknowledge that your Limit Order may be fulfilled at a better price than the price entered in the Limit Order or, less commonly, your Limit Order may not be fulfilled even though the Stated Price may have momentarily met or surpassed the price that you set. Shakepay cannot guarantee that a Limit Order will be fulfilled but shall nevertheless deploy reasonable efforts to fulfill your Order. Shakepay shall not be liable for any losses that you may sustain or any profit that you may be deprived of, resulting from or arising out of any price fluctuations, or for the failure to achieve a certain price, or the failure to fulfill and execute any particular Limit Order.

9.6 Pricing

9.6.1 You acknowledge that Shakepay is compensated by the spread between the buying and selling Stated Price, but does not charge any Account opening or maintenance fees, commissions, or other charges of any kind. You acknowledge that, before placing any Order on the Services, you can compare the Stated Price against the prices available on other registered crypto asset trading platforms in Canada.

9.6.2 You agree to immediately pay or sell at the Stated Price to Shakepay once you have placed an Order and confirmed a transaction on your Account. Shakepay reserves the right to amend its pricing at any time without prior notice to you.

9.6.3 You authorize Shakepay, or any of our designated payment processors or banking partners, to charge or deduct from your Funds any applicable fees owed in connection with any transactions that you complete via the Services.

9.7 Transfer

9.7.1 The Services enable you to transfer Crypto Assets or Funds from your Account to the account of another Shakepay customer. You acknowledge that if you choose to leverage such a feature (e.g. “shakepay a friend” or “saf”), then it will be irreversible if it is sent to a valid Shakepay username.

9.7.2 We reserve the right to set any applicable limits or rules for any particular internal or external transfer methods (such as daily limits) without prior notice.

9.8 Card

9.8.1 The Shakepay Card is optional and may be available in physical and virtual versions. The Shakepay Card is issued by the Issuer, not by Shakepay. In order to obtain the Shakepay Card, you may be asked to provide additional information in order for Shakepay and the Issuer to prevent money laundering, fraud and other risks. Your use of the Shakepay Card is also subject to a separate agreement between you and the Issuer (the “Cardholder Agreement”) available here. You shall comply with the terms of the Cardholder Agreement. You consent to Shakepay obtaining and sending information concerning your Shakepay Card to, from and among you, Shakepay and the Issuer.

9.8.2 Our role with respect to the Shakepay Card is to serve as a conduit of information to, from and among you, the Issuer and Shakepay. Transactions made with the Shakepay Card will be listed on your Account. Certain other information about your Shakepay Card may also be available on your Account, including the Shakepay Card balance and your transaction history.

9.8.3 As and when you use your Shakepay Card, you hereby authorize Shakepay to deduct the value of each such Shakepay Card transaction and any related fees or taxes, if any, from your available Canadian dollar balance. Where your Account does not hold sufficient Canadian dollars, your Shakepay Card transaction shall not go through. If, in a rare occurrence, the Shakepay Card transaction should go through when you do not have the sufficient Canadian dollar balance, you hereby authorize us to purchase from you the amount of Crypto Asset, that is equivalent to the Canadian dollar value of the Shakepay Card transaction. The Crypto Asset will be purchased from you at the then applicable price posted on the Account, to cover the cost of your Shakepay Card transaction, plus any related fees or any of your liability hereunder. If your Account lacks sufficient Crypto Asset to cover such a Shakepay Card transaction, you shall immediately settle to us the amount of the shortfall, plus any related fees or any of your liability hereunder, without demand or delay.

9.8.4 You can load Canadian dollars to your Shakepay Card through the methods listed on the Services, as they are modified from time to time. Shakepay is not responsible for the Canadian dollars loaded on your Shakepay Card, the Issuer carries that responsibility under your Cardholder Agreement.

9.8.5 If you complete a Shakepay Card transaction in a foreign currency, you agree that you will be charged a foreign transaction fee, as indicated in the Cardholder Agreement and/or the Services. All foreign currencies will be converted to Canadian dollars.

9.8.6 You are liable for all transactions initiated using your Shakepay Card. Without limitation, in the event that Shakepay becomes liable to the Issuer for any transaction or other liability arising from or related to your Shakepay Card, you shall indemnify and hold us harmless for such amounts.

9.8.7 If you lose your Shakepay Card or have a reason to believe that someone has or may attempt to make an unauthorized transaction with your Shakepay Card, you must IMMEDIATELY cancel your Shakepay Card by calling our automated phone system at 1-855-574-2539 seven (7) days a week, twenty-four (24) hours a day, or suspend or freeze your Shakepay Card in the Shakepay Platform. The cancellation, suspension or freezing of your Shakepay Card may take time to come into effect and you shall remain liable for transactions occurring on your Shakepay Card during such time. If the Shakepay Card is cancelled, suspended or frozen for any reason, the funds loaded to your Shakepay Card will be available in your Account less any liabilities you may have to us or the Issuer.

9.8.8 You may not use the Shakepay Card for any illegal purpose. We reserve the right to instruct the Issuer to suspend transactions on your Shakepay Card, cancel, suspend or freeze your Shakepay Card or otherwise limit the size or type of transactions available through the Shakepay Card.

9.9 Rewards

9.9.1 Shakepay may offer you the opportunity to earn rewards for activities such as referring other people to the Services or using the Shakepay Card. Shakepay’s reward offers and applicable terms are made available to you at: https://legal.shakepay.com/rewards or in your Account. Shakepay reserves the right at any time to modify, suspend or cancel the rewards.

10. Privacy

10.1 Shakepay is committed to the privacy of customers but as a regulated business, you need to know that we may be required to share your personal information with FINTRAC, securities regulators (including self-regulated organizations), and other regulatory agencies or law enforcement. We may also disclose your personal information to credit bureaus, anti-money laundering service providers, or other identity verification partners as part of opening your Account or for periodic checks to ensure that we have accurate information about you.

10.2 We may also disclose your personal information to an affiliated entity of Shakepay, to financial institutions or other financial intermediaries.

10.3 Our commitment to privacy is further explained in the Shakepay Privacy Policy available here, which you acknowledge that you have read and understand.

11. Feedback

11.1 If you have feedback, or general questions, you can contact our customer service team members directly within your Account or the Website.

11.2 If you suggest a feature or change to the Services, if you provide any feedback or ideas, or if you submit any material (a "Suggestion"), you hereby transfer all rights, ownership and interest of the Suggestion and all related intellectual property rights to Shakepay. You also disclaim and waive any intellectual property rights, including any and all moral rights or any request for acknowledgement or compensation, to any resulting or modified intellectual property based on the Suggestion. For better clarity, Shakepay owns any and all Suggestion and may make use of the Suggestion about any aspects of the Services (including any elements related to user experience or user interface) that you elect to provide through email, your Account, or any other ways.

12. Disclaimer of Warranties & Waiver

12.1 You acknowledge that you have carefully read and understand the provisions of Section 3 above.

12.2 The Services (including, for clarity, the Website or any customer service/technical support tool) and the Crypto Assets (including their underlying technology or blockchain) are provided to you on an "as-is" and “as available” basis without warranty of any kind, including all implied warranties and conditions of merchantability and fitness for a particular purpose, to the maximum degree permitted by law, and this disclaimer of warranty shall apply even if you have informed us of your special circumstances. We hereby disclaim all warranties and conditions of any kind, whether express, implied or statutory.

12.3 The duration of the statutory required warranties, if any, are hereby limited to the shortest period permitted by applicable laws. Additionally, and notwithstanding any other provisions of the Terms, Shakepay and its providers and partners do not make any warranties or representations that the Services (including, for clarity, the Website or any customer service/technical support tool) will be secure, timely, uninterrupted, error-free or free of viruses or other harmful components, will operate in combination with any other system, or otherwise will meet your requirements and needs.

12.4 You understand that the use of the Services necessarily involves the transmission of information over networks that are not owned, operated or controlled by Shakepay or Shakepay’s partners, and Shakepay is not responsible for any information lost, altered, intercepted or stored across such networks. Shakepay will not be liable for any issues inherent to the use of the Internet or other systems outside of Shakepay’s control, or for any issues in connection with your use or configuration of the Services or your Account other than as instructed by Shakepay. You further acknowledge that there is a risk of malicious cyberattacks against the Services (including, fo clarity, the Website or any customer service/technical support tool) or any personal device used to access the Services, which may result in the loss or theft of your Funds, Crypto Assets or personal information.

13. Force Majeure

13.1 Shakepay is not responsible or liable for any damages or loss resulting from causes outside our direct control, such as failure of electronic or mechanical equipment or communication lines, electronic viruses or malware, unauthorized access to our systems, theft, operator error, severe weather, natural disasters, strikes or other labor problems, wars, disease, epidemic, pandemic, governmental restrictions or for any loss of information caused by disruptions in or malfunctions of the Services.

14. Limitation of Liability

14.1 It is necessary that Shakepay’s liability to you be limited as we would otherwise need to charge higher prices. Accordingly, and except for i) direct damages resulting from any gross negligence or willful misconduct on our part arising directly from our performance and our responsibilities under the Terms, or ii) any Claim found in subsection 14.2, Shakepay’s (and its parents, affiliates, officers, directors, shareholders, employees, the Issuer, agents, suppliers, licensors, assigns and successors-in-interest) liability for any claim, loss (including lost profits, gains, or revenue), damage, or consequence (“Claim”) shall be limited to no more than $500 CAD (in aggregate), and this limitation of liability shall apply no matter the cause of action, reason for loss, nature of damages, or any other factor.

14.2 If your Claim relates to a risk that you have expressly acknowledged in the Terms (including the risks enumerated in the sections of the Terms respectively titled “3. Acknowledgement of Risk and Disclosures” and “12. Disclaimer of Warranties & Waiver), you expressly acknowledge and agree that, to the fullest extent permitted by law, Shakepay (and its parents, affiliates, officers, directors, shareholders, employees, suppliers, the Issuer, agents, licensors, assigns and successors-in-interest) do not bear liability or responsibility.

14.3 You also expressly acknowledge and agree that Shakepay shall not be liable or responsible for any punitive damages, consequential costs, loss of goodwill, loss of reputation, or loss of opportunity, under any circumstances.

14.4 Subject to applicable law and subject to your liabilities to us, the Issuer, or under these Terms or your use of the Services, the limitations of liability in this agreement shall not serve to prevent us from returning to you any of your Crypto Assets or other balances in your Account with us, which may exceed the caps set out above.

15. Indemnification

15.1 You will defend, indemnify and hold harmless Shakepay (and its parents, affiliates, officers, directors, shareholders, employees, suppliers, the Issuer, agents, suppliers, licensors, assigns and successors-in-interest) from and against any and all liabilities, damages, losses, claims, demands, actions, causes of action and costs (including, without limitation, attorneys’ fees and expenses) arising out of or resulting from (collectively, the “Liabilities”): (i) your violation of the Terms (including any breach of representation or warranty) or any third-party rights (including any Liabilities brough against us by any financial institution); (ii) your use of the Services (including any violation of applicable laws, regulations, by-laws, rules, and policies), or any part of them; (iii) your alleged or actual negligent or willful acts or omissions, or those of your agents or employees; (iv) any taxes or other Liabilities related to any product or service that you may provide or sell; (v) your operation of a business; (vi) any activity in or through your Account; (vii) any claim by any third party that relates to you; (viii) any costs that Shakepay incurs in responding to a subpoena or other court order related to you or a third party with whom you have any relationship; (ix) any termination or suspension of your access to the Services; and (x) any third party’s use of your Account or your Services.

15.2 If you fail to pay any Liabilities or if you fail to comply with any other requirement contained in the Terms, then, in addition to any other right or remedy to which Shakepay is entitled, we may at any time and from time to time, without notice or demand to you, apply some or all of your Funds to eliminate or reduce the Liability or other amount, as the case may be. You shall remain liable to Shakepay for any deficiency remaining following the exercise by us of any or all of our rights.

16. Termination & Suspension

16.1 Either party may terminate the Terms for any reason or for no reason without notice and without further liability. Your Account balance must be zero upon the closing of your Account for any reason. If there are Funds or Crypto Assets credited to your Account at the time of suspension, termination or deactivation, we may require you to provide us with an External Account or External Wallet to which we will transfer your Funds or Crypto Assets.

16.2 Subject to applicable laws or obligations that require us to do otherwise and any liabilities you may have to us or an Issuer, Shakepay shall transfer your Crypto Assets and Funds to you, and you shall be obligated to pay any amounts owed to Shakepay for services received prior to termination. If Shakepay has to terminate or suspend your Account, you acknowledge that the value or price of the Crypto Assets in your Account might go down before your access is restored and you may be forced to transfer your Crypto Assets outside of the Services at a loss. Shakepay shall not be liable for any alleged losses that you suffer from a drop in Crypto Asset values or prices.

16.3 The Services are subject to stringent requirements, including securities, anti-money laundering and anti-terrorist financing laws. As part of our requirements under Canadian law and our commitment to the integrity of Canada’s financial system, and without limiting the generality of Shakepay’s rights mentioned in subsection 5.1, it might be necessary for Shakepay to temporarily pause or limit or permanently terminate or limit activities involving your Account.

16.4 Shakepay may also, in our sole discretion and without notice or liability to you, alter, amend, restrict, modify or terminate the Services or any functionality or portion of the Services. You understand that there is no guarantee that the Services or any portion, feature or functionality will continue to operate or be available for any particular period of time. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Services at any time without notice but confirm that we have no duty to do so.

17. Website, Proprietary Rights and Content

17.1 The Services (including the Website or any customer service/technical support tool), and their underlying components, may contain open source and public domain content, licensed content as well as proprietary content owned by us and by third-party independent providers, with all rights reserved. You are not permitted to copy or distribute any content (including but not limited to text, graphs, software code, images, trademarks, videos or audio) on or underlying the Services (including the Website or any customer service/technical support tool) without the express consent of the owner.

17.2 The Services (including the Website or any customer service/technical support tool) and their contents are protected by copyright, trademark and other laws of Canada, the United States and foreign countries. All rights, title and interest in and to the Services (which includes our web and online applications) are and will remain the exclusive property of Shakepay and our licensors. Without limiting the foregoing, you are not permitted to use any of our trademarks or trade names, including our logo, without our express permission. You agree not to reproduce, modify or prepare derivative works, distribute, sell access to or retransmit our Services or their contents except with our express permission.

17.3 The Services (including the Website) may allow you and other customers the ability to upload and post content ("User Content"). You hereby grant us a non-exclusive, transferable, irrevocable, sub-licensable, royalty-free, worldwide license to use any of your User Content in order to facilitate the ordinary use of the Services. You also agree not to use the Services, or upload User Content in any manner which is unlawful, offensive, threatening, libelous or in violation of these Terms. We may remove or suspend Accounts that we determine in our sole discretion to be operating unlawfully, damaging, or in violation any third party's rights, these Terms or any Shakepay policy.

17.4 In using our Services, you may view content provided by third parties (including other customers) or links to web pages of such parties ("Third-Party Content"), including but not limited to Facebook, LinkedIn, TikTok, Discord, and Twitter links. We do not produce, control, endorse or adopt any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.

17.5 The Services may provide links to third-party sites and content that are not owned or monitored by us (“Third-Party Services”). We make no representations about any Third-Party Services that may be accessed from the Services. We do not produce, endorse, approve or guarantee the accuracy of any content on the Third-Party Services, and when visiting them, you will no longer be governed by the Terms. You should familiarize yourself with and are responsible for reading and understanding the terms and conditions, privacy policies and data security practices of the Third-Party Services accessed. Those are the policies and practices that will apply to your use of the Third-Party Services. If you choose to access any Third-Party Services, it is done at your own risk. We have no control over the contents of any Third-Party Services and accept no responsibility for such services or for any loss or damage that may arise from their use.

18. Governing Law

18.1 The Terms are governed by the laws of the Province of Quebec and the laws of Canada (as applicable), excluding any conflict of laws which would lead to the application of any other laws. By agreeing to the Terms, you irrevocably submit and attorn to the provincial and federal courts located in the City of Montreal, Quebec, for any disputes or matters arising from, connected with, or relating to the Services, your Account, the Terms or any related matters.

19. Miscellaneous

19.1 The Terms are the entire agreement between Shakepay, and you and you represent that in entering into the Terms, you have not relied on any representations made by Shakepay.

19.2 We may assign the Terms (without notice to you) as part of the sale of all or substantially all of our business. In any other case, we may assign the Terms on 10 days notice. You are not permitted to assign the Terms and any assignment of the Terms by you is null and void.

19.3 Any alerts, notices, trade confirmations or communications relating to your Account will be provided electronically, either via the Services or to the email address you provided to us. We may also need to contact you using the phone number you provided.

19.4 The headings in the Terms are for reference only and do not affect the interpretation of the Terms.

19.5 If any term or provision hereof is held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will only apply to such provision. The validity, legality or enforceability of the rest of the Terms will not be affected. The Terms will continue to be carried out as if such invalid, illegal or unenforceable provision were not in the Terms. If any laws are enacted, made, amended or otherwise changed with the result that any term or condition hereof is, in whole or in part, invalid, illegal or unenforceable then such term or condition will be deemed to be varied or superseded to the extent necessary to give effect to such laws.

19.6 The Terms will survive and remain in effect notwithstanding any temporary suspension, termination or reopening of your Account.

19.7 The Terms will be read in conjunction with any other agreements between you and Shakepay in connection with your Account, provided that, to the extent necessary, the Terms shall supersede the terms and provisions of all other agreements with Shakepay, whether or not referred to herein, except that the Terms in no way limit or restrict any other rights which Shakepay may have under any other agreement with you.

19.8 No waiver by either party of any of the provisions hereof is effective unless explicitly set forth in writing. No waiver by either party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different nature, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Annex - Additional Services Terms

The terms and conditions of this Annex - Additional Services Terms (the “Annex”) apply to and govern your use of the Services described herein in addition to all other relevant terms and conditions of the Terms, including but not limited to the definitions, disclaimers of warranties, and limitations of liability they contain. Some or all of the Services outlined herein or some of their features may or may not be available to you, which may change from time to time.

1. Interac e-TransferⓇ Service (“e-Transfer Service”)

1.1 The e-Transfer Service allows sending and receiving electronic funds transfers to and from your Account as a sender (the “Sender”) or recipient (the “Recipient”) of such transfers. These terms and conditions apply to each transfer you initiate as a Sender and each transfer you receive as a Recipient through the e-Transfer Service (each, an “e-Transfer”).

1.2 E-Transfers may only be used to transfer Canadian dollars to and from Canadian dollar accounts in Canada. You need to have a sufficient available Canadian dollar balance in your Account to cover the value of every e-Transfer you send from your Account, as well as any related fees or taxes, if any.

1.3 When initiating an e-Transfer, you will be required to provide contact information of the Recipient (email address or other permitted contact information), and if applicable, create a security question and answer. A notification will then be sent to the Recipient at the provided contact information. By following the instructions in the notification, the Recipient may claim or decline the e-Transfer through the online or mobile banking services of their financial institution after correctly answering the security question, if applicable. As a Sender, it is your responsibility to ensure that the Recipient is aware that they will be receiving the e-Transfer and that they can appropriately claim it. You agree not to provide personal information of a Recipient for the use of the e-Transfer Service without the Recipient’s consent. When providing a Recipient’s personal information, you represent and warrant having obtained all appropriate consents from the Recipient to allow the collection, use and disclosure of the Recipient’s information in connection with the e-Transfer Service by us, our banking partners and other suppliers in accordance with the Terms.

1.4 You are solely responsible for ensuring that security questions and answers created in relation to an e-Transfer are only known by the intended Recipient, and not disclosed to anyone else. Therefore, you must avoid using security questions and answers that are easy to guess, nor using the notification, or any optional message that may accompany an e-Transfer to disclose the security question or answer.

1.5 You may request for an e-Transfer that you have initiated to be canceled up to the moment it is deposited by the Recipient, after which it will not be possible to cancel it. E-Transfers need to be claimed or declined within a maximum of thirty (30) calendar days from the date they are initiated, after which they will automatically expire. You are solely responsible to verify the status of all e-Transfers and to report any missing information or discrepancies. You and your Recipients could also receive messages from our banking partners or other institutions with respect to the status of any e-Transfers.

2. Pay a Bill and Direct Deposit Services

2.1 You may make payments from your Account to billers made available to you through the Pay a Bill Service (each, a “Biller”). Available Billers may change from time to time. In order to make a payment to a Biller from your Account, you need to have a sufficient available Canadian dollar balance to cover the value of the bill payment transaction in question and any related fees or taxes, if any. The Pay a Bill Service may only be used to make payments to Billers in Canadian dollars.

2.2 The Direct Deposit Service allows receiving permitted deposits (subject to change from time to time) directly in your Account. The Direct Deposit Service may only be used for payments in Canadian Dollars.

3. Disclaimers, Limitation of liability and Indemnification

3.1 You acknowledge that transactions made through the Services described in this Annex could be rejected, returned, or delayed for any reason, they could also fail.

3.2 You expressly acknowledge and agree to the following: i) no obligations or liabilities arising out of or in connection with your Account nor to the Services rest with our banking partners; and ii) as between you and our banking partners, our banking partners have have no responsibility for or liability in respect of the fulfillment of funds delivery to you or your beneficiaries.

3.3 You expressly acknowledge and agree that, the fullest extent permitted by law, Shakepay (and its parents, affiliates, officers, directors, shareholders, employees, suppliers (including without limitation our banking partners), the Issuer, agents, licensors, assigns and successors-in-interest) (hereinafter collectively, the “Indemnitees”), do not bear any liability or responsibility for any Claim relating to the following: i) the implementation of, or the failure to implement, a change or cancellation request of an e-Transfer; ii) the payment of an e-Transfer to a third party that is not the intended Recipient; iii) rejected, returned, delayed or failed transactions; iv) any transaction made by mistake; v) any e-Transfers you directly or indirectly accept; vi) any acts or omissions of a Recipient or a Sender; and vii) any alleged or actual negligent or willful acts or omissions of a third party, including but not limited to our banking partners and other suppliers. You also agree to defend, indemnify and hold harmless the Indemnitees from and against any and all Liabilities arising out of or resulting from any of the situations outlined in subparagraphs i) to vii) of this subsection 3.3.

® Interac e-Transfer is a registered trade-mark of Interac Corp., used under license.