Customer Account Agreement

1. Customer Account Agreement

1.1 This Customer Account Agreement applies to your account with Shakepay Inc., a Canadian federal corporation headquartered in Montreal, Canada (“Shakepay”, or “we”, “us”, “our”).

1.2 This Customer Account Agreement includes by reference:

1. Our Privacy Policy

2. Our Risk Statement

3. Our Relationship Disclosure Information Document

(collectively, the “Agreement”).

1.3 Please read the Agreement carefully as it governs your use of the Services (as defined below). By opening an account with Shakepay and clicking the “I agree with the Customer Account Agreement and Privacy Policy” checkbox displayed on the sign-up page, by downloading, accessing or using the Services, or by accepting any set of terms referencing this Agreement, you acknowledge that you have read, understood and accepted the terms of this Agreement (as it 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 Agreement at any time by posting a revised version of the Agreement on our website (the “Website”), our mobile or web application, or by providing a copy directly to you via email, hyperlink or otherwise. It is your responsibility to check the Agreement periodically for changes, even though Shakepay will provide you with a notice of changes made to the Agreement. The amended Agreement will become effective as of the time it is posted, but will not apply retroactively. Your continued use of the Services, after the posting of the amended Agreement, constitutes your acceptance of such amended Agreement, 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.

1. 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 Ethereum (“Crypto Assets”), to hold, transfer or withdraw Canadian dollars, as well as certain financial services, such as direct deposit and Interac e-TransferⓇ. 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, or otherwise modify the Services from time to time at its sole discretion.

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 this Agreement and may be subject to additional terms and conditions in addition to the Agreement.

2.4 To use the prepaid card service, the bill payment service or any other payment service governed by the Payments Services Agreement (the "Payments Services"), you must agree to the terms outlined in this subsection 2.4, and to the additional terms included in Shakepay’s Payments Services Agreement. Your access to the Payments Services is contingent upon your acceptance of the Financial Services Agreement. If you do not accept, your use of the Payments Services will be suspended.

2.4.1 The Payments Services are provided by Shakepay Financial Inc., an affiliate of Shakepay. To facilitate your use of these services, Shakepay will automatically transfer money from your CAD balance to your account with Shakepay Financial Inc.

2.4.2 You understand that funds held with Shakepay Financial Inc. are not protected by the Canadian Investor Protection Fund (“CIPF”) and are not held in trust at a Canada Deposit Insurance Corporation (“CDIC”) member institution.

2.4.3 If you sign up for the Payments Services, you provide consent for Shakepay to share your account balance and other transactional data with Shakepay Financial Inc. This sharing of information is necessary to enable the operation and maintenance of the Payments Services.

1. Acknowledgement of Risk and Disclosures

3.1 BEFORE MAKING USE OF THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THE RISK DISCLOSURES PUBLISHED ON OUR WEBSITE (INCLUDING THE 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 buying and selling Crypto Assets is risky. You should only purchase Crypto Assets if you can afford to lose the entire amount of your purchase. 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 DETERMINATION AS TO SUITABILITY OF TRADES WHEN ACCEPTING ORDERS FROM YOU. YOU ACKNOWLEDGE THAT SHAKEPAY WILL NOT CONSIDER YOUR FINANCIAL SITUATION, YOUR INVESTMENT KNOWLEDGE OR OBJECTIVES, OR YOUR RISK TOLERANCE WHEN ACCEPTING ORDERS.

3.3 SHAKEPAY DOES NOT OWN OR CONTROL ANY OF THE PROTOCOLS THAT ARE USED IN CONNECTION WITH ANY CRYPTO ASSET AND THEIR RELATED NETWORKS, INCLUDING THOSE RESULTING FROM A FORKED NETWORK OR AIRDROP. ACCORDINGLY, SHAKEPAY DENIES ANY LIABILITY DIRECTLY OR INDIRECTLY RELATING TO SUCH PROTOCOLS AND ANY CHANGE IN THE VALUE OF ANY CRYPTO ASSET (WHETHER FROM A FORKED NETWORK, AN AIRDROP OR OTHERWISE). SHAKEPAY MAKES NO GUARANTEES REGARDING THE SECURITY, FUNCTIONALITY, OR AVAILABILITY OF SUCH PROTOCOLS OR NETWORKS.

3.4 You acknowledge that Shakepay’s employees are not authorized to provide any investment advice, and you agree not to solicit or rely on any advice from Shakepay or its employees. You assume full responsibility for your investment decisions and all transactions in your Account. Shakepay, along with its officers, directors, employees, agents, and affiliates, will not be liable for any investment decisions or transactions you undertake.

3.5 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 Third-Party Content or any information provided through 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.

3.6 You acknowledge that Crypto Assets held in your Account are not protected by the CIPF, the CDIC or any other investor protection insurance scheme.

3.7 Shakepay and its third-party custodians have secured insurance to cover certain losses that may arise in connection with the Services. You acknowledge that this insurance does not apply where Shakepay explicitly denies liability under this Agreement or any other terms and disclaimers we provide. Additionally, you acknowledge that there is no guarantee that such insurance will cover a claim in the event of a default under this Agreement, or other agreement involving Shakepay and a third-party custodian. Insurance coverage is determined by various factors, and ultimately by the insurers.

3.8 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.

3.9 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 (including all reporting obligations), and you shall be solely responsible for any tax liability or other adverse tax consequences arising therefrom.

3.10 Any information that is provided to you through the Services has been independently sourced from various trustworthy sources. However, aside from statements, trade confirmations, and other information that Shakepay is required to provide to you under the terms of the Canadian Investment Regulatory Organization (“CIRO”) rules and applicable securities laws, the timeliness, accuracy, and completeness of any market data or other information disseminated by Shakepay and its information providers are only for your reference and may contain errors. You agree to make your own verifications before relying on such information.

3.11 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.

3.12 You acknowledge and agree that the provision of the Services by Shakepay is subject to terms and conditions of exemptive relief granted by CIRO and/or the securities regulatory authorities in each province and territory of Canada, applicable securities laws, rules established by CIRO and such other laws, regulations, rules or orders that may apply to Shakepay. You further understand that in order to comply with our regulatory framework, Shakepay may need to modify, suspend, restrict, or terminate a portion or all of the Services, and that Shakepay will not be liable to you in such event.

3.13 If you have a complaint about Shakepay that concerns alleged misconduct, you agree to submit such a complaint to Shakepay’s Designated Complaints Officer (“DCO”) at [e-mail]. Upon receipt of a complaint, the DCO will use reasonable efforts to respond within 5 business days, and conduct an investigation, which shall include contacting all relevant Shakepay employees (i.e., those involved in the incident/matter that is the subject of your complaint) to ask for relevant information. The DCO will share the outcome of the investigation with you no later than 90 days after receipt of your complaint. If you are not satisfied with the outcome, you may pursue other avenues for recourse, including, but not limited to, arbitration through CIRO or filing a complaint with the Ombudsperson for Banking Services and Investments (also known as “OBSI”) (or, if you reside in Quebec, the dispute resolution service provided by the Autorité des Marchés Financiers (“AMF”)). Additional details regarding our complaints process are provided in the Relationship Disclosure Information document (which is incorporated by reference into this Agreement).

1. Regulatory Status

4.1 Shakepay is a member of CIRO and is registered as an Investment Dealer with the AMF and the securities regulatory authorities in each other province and territory of Canada. We are also 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 .

4.2 Shakepay is a member of the CIPF. As such, all Canadian dollars held in your Account benefit from the protection offered by CIPF. However, this coverage does not apply to your Crypto Assets.

1. 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 your Account (also called a “freeze”), 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). Such actions may be applied for various reasons such as i) to perform a scheduled maintenance, ii) as a result of any non-compliance or potential non-compliance with the terms of this Agreement or applicable regulatory requirements, iii) to address 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), or other causes beyond Shakepay’s control. 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 Shakepay’s 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 as required by law), you will be asked to provide or update 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 accuracy and completeness. 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. Shakepay will rely on the information that you provide to us. You will be responsible for any and all loss, damage, or additional costs that Shakepay may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your registration or other information that you provide to us.

5.3 If another person or entity outside of Shakepay referred you to us, they may receive a referral fee. The terms of our referral program are detailed on our Rewards page.

5.4 Shakepay uses its best efforts 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 policies and procedures that are designed to manage and mitigate custodial risks, including but not limited to, an effective system of controls and supervision to safeguard the Crypto Assets.

5.5 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:

A. 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;

B. To maintain access and keep secure, private and confidential any user name, password, 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;

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

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

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

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

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

5.6 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 or Funds). 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.

5.7 You acknowledge that 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.

1. 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, and iii) have the legal capacity to hold an Account and accept the terms of this Agreement. For clarity, residents of other countries are not permitted to use the Services or open an Account. 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), if you open an Account on behalf of an organization (please refer to subsection 6.5), and other applicable criteria. Any person that has been previously suspended or banned from using the Services is no longer eligible to use the Services.

6.2 To be eligible to use the Services, you (or any person directly or indirectly controlling the organization) must not be included in any sanctions list in Canada or any other country, including any trade embargoes or economic sanctions list, or the list of Specially Designated Nationals 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 You represent that you are not a partner, director or employee of a member, member firm or member corporation of CIRO or of any stock exchange, or of a non-member investment dealer, futures commission merchant, Financial Industry Regulatory Authority (FINRA) licensed broker-dealer or derivatives dealer (each, a “Firm”), or, if you are such a partner, director or employee, you represent that you have received approval from your employer to open an Account and that you will notify Shakepay of such approval promptly after you sign this Agreement. If you become a partner, director or employee of a Firm, you will notify Shakepay immediately in writing and complete all documents required to continue using the Services, including providing your employer’s written approval to maintain a Shakepay Account.

6.5 If you are agreeing to the terms of this Agreement on behalf of an organization (corporation, trust, partnership or any similar entity) (a “Business Account”), both you as an individual and your organization are legally bound by the terms of this Agreement. 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. You understand and acknowledge that certain functionalities of the Services may be limited to Business Accounts. You agree that you must open a Business Account for business purposes, and that the use of your personal Shakepay Account for business purposes is prohibited and may result in your Account being suspended or closed, at Shakepay’s discretion.

6.6 You represent and warrant that you do not own more than 10% of the total supply of any Crypto Asset. You also represent and warrant that, in the course of your employment or otherwise, you do not have access to confidential information prior to its public release concerning Crypto Assets which includes but is not limited to, details about airdrops, protocol updates, forks, or planned listings on any crypto exchange.

6.7 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.

1. 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, including CIRO rules and banking laws, 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). You may not use your Account in connection with a person for whom it is prohibited by law to do so, including: i) a person who is subject to economic or trade sanctions or is in a country that is subject to sanctions in Canada, ii) a person who is, or is alleged to be, a member of or associated with, a criminal organization or persons who are known to be associated with a criminal organization, including any terrorists, terrorist groups, or any person known or suspected by you to be involved in terrorist activities, or iii) a person who is listed as a politically exposed person under applicable anti-bribery laws.

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 the terms of this Agreement or 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) access the Services for the purpose of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes, viii) access the Services in order to build a competitive product or service, build a product using similar ideas, features, functions, or graphics from the Services, or copy any ideas, features, functions, or graphics from the Services, ix) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Services or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable laws and regulations), x) use the Services to distribute viruses or other harmful, disruptive, or destructive files, xi) use the Services to take advantage of or profit from any technical glitch, malfunction, failure, delay, default or security breach, xii) undertake any trading activity that could be reasonably considered to constitute a manipulative or deceptive practice, or xiii) encourage or induce any third party to engage in any of the activities prohibited under this subsection 7.2.

7.3 To ensure compliance with your obligations or the prohibitions listed in this Section 7 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 or its policies.

7.4 Because Shakepay has to comply with requirements and rules mandated by its regulators, banking providers, partners and other processors, you acknowledge the following categories of businesses, business practices, and sale items are banned from using the Services, and that the list below may be amended by Shakepay from time to time as required by its partners, by law, or for any reason Shakepay deems advisable:

A. Investment and credit services;

B. Restricted financial services;

C. Intellectual property or proprietary rights infringement;

D. Counterfeit or unauthorized goods;

E. Regulated products and services;

F. Drugs and drug paraphernalia;

G. Pseudo-pharmaceuticals;

H. Substances designed to mimic illegal drugs;

I. Adult content and services;

J. Multi-level marketing;

K. Unfair, predatory or deceptive practices; or

L. Other high risk businesses (as determined by Shakepay).

7.5 If Shakepay determines, at its sole discretion, that you may have violated your obligations or the prohibitions listed in this Section 7 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, 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 this Agreement or the law.

1. 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 (a “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 of this Agreement, 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.

1. Services

9.1 Funding, Depositing and Withdrawing

9.1.1 To complete most transactions, you usually have to first load Canadian dollars (the “Funds”) from your external bank 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.

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

9.1.3 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.

9.1.4 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.

9.1.5 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.

9.1.6 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.

9.1.7 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 CDIC 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).

9.1.8 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.

9.1.9 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.

9.1.10 Before or after a transfer of Crypto Assets is accepted and shown in your Account, we reserve the right to refuse, cancel or reverse any transfer to your Account for any reason, including without limitation if we suspect the transfer involves money laundering, terrorist financing, fraud, or any other form of criminal activity or proceeds of crime or if required by law or an order of any court or other authority to which we are subject. After a transfer of Crypto Assets to your Account is accepted, we may temporarily place holds or other restrictions on your ability to transact with your Account, including buying, selling, transferring Crypto Assets or withdrawing Funds. You agree and understand that we have no obligation to disclose to you why a transfer is refused, cancelled or reversed or why holds or restrictions are placed on your ability to transact with your Account.

9.2 Custody of Crypto Assets

9.2.1 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 this Agreement) 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, and suspend your Account in order to protect Shakepay, other customers, any third party, and yourself from actual or potential legal, security, financial, reputational or any other risk.

9.2.2 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 9.2.4 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).

9.2.3 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.

9.2.4 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.

9.2.5 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.

9.3 Buying and Selling

9.3.1 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, subject to any limits that may be imposed by Shakepay in its sole discretion. You agree that any Order placed from your Account and confirmed by Shakepay shall be final, irrecuperable, irreversible and is not refundable. You further agree that you may not use the Services to place margin orders. You may not place an Order to buy Crypto Assets unless you have sufficient Funds or other Crypto Assets available in your Account to satisfy your Order. You may not place an Order to sell Crypto Assets unless you have sufficient Crypto Assets available in your Account. You are solely responsible for ensuring that you have sufficient Funds and/or Crypto Assets in your Account to settle transactions you make using your Account. If you place an Order with insufficient Funds and/or Crypto Assets, we may reject the Order or execute only a partial Order. We reserve the right to determine, at our sole discretion, whether or not to accept any Order or instruction for your Account.

9.3.2 You acknowledge that the price of Crypto Assets offered and set by Shakepay on the Services at a given time (the “Stated Price”) represents firm 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.

9.3.3 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 this Agreement. Please note that it could take 24-48 hours for a failed transaction to be displayed properly in your Account.

9.3.4 Shakepay is not liable for any losses caused by mistyped or incorrectly placed Orders. However, if we identify, at our sole discretion, that a technical issue led to an executed Order not reflecting the fair market value of the relevant Crypto Asset, we reserve the right to cancel or amend that Order.

9.3.5 You acknowledge and agree that all Crypto Assets transferred into or from your Account should be initiated or requested by you. You are solely responsible for the proper execution of the transaction, which may include, without limitation, payment of the necessary network, gas, transaction or miner’s fees (the “Network Fees”) in order for the transaction to be successfully completed. You acknowledge and agree that Shakepay is not responsible for delays or loss incurred as a result of an error in the initiation of a transaction.

9.3.6 You acknowledge that transfers of Crypto Assets into or from your Account may be delayed or rejected. This can happen for various reasons, including due to operational, technological or compliance reasons, or otherwise caused by the blockchain that you are interacting with. You understand that Shakepay will not be liable for any damages resulting from such delayed or rejected transactions.

9.3.7 When you buy Crypto Assets, we may put a limit or hold on transfers from your Account to External Wallets. We may also hold a transfer from your Account indefinitely in accordance with other internal policies or controls or as required by law. We may refuse to process any pending transfer from your Account for any other reason, including, without limitation, if we suspect the transfer involves money laundering, terrorist financing, fraud, or any other form of criminal activity or proceeds of crime, if required by law or an order of any court or other authority to which we are subject, or if the amount of the transfer exceeds limits set in accordance with our policies and procedures. You agree and understand that we have no obligation to disclose to you why a requested transfer is delayed or why we refuse to process any requested transfer.

9.3.8 You acknowledge that Shakepay has no influence over or accountability for the delivery, quality, safety, legality, or any other aspects of the goods or services obtained or accessed using Crypto Assets from your Account. Shakepay bears no responsibility for verifying that any third party or protocol you engage with will fulfill the transaction or is authorized to do so. Should you face any problems with goods or services purchased from or sold to a third party using Crypto Assets through the Services, or if you have a disagreement with such a third party, we recommend resolving the issue directly with such third party.

9.4 Trading

9.4.1 The Services may be used to place an order to buy or sell at a future price (a “Limit Order”), or at a future time (a “Recurring Buy Order”). A Limit Order or a Recurring Buy Order will not be fulfilled if you have insufficient funds in your Account.

9.4.2 When you initiate a Recurring Buy Order, Shakepay will process the transaction based on the frequency you select. The start of this recurring time period is determined by the exact time and date of your first transaction. Subsequent transactions will then be executed at the same time on the chosen interval (e.g. every day, week, or month), unless you modify or cancel the Recurring Buy Order.

9.4.3 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.

9.4.4 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.

9.4.5 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.

9.5 Pricing

9.5.1 You understand and acknowledge that pricing of Crypto Assets on the Shakepay platform is dynamic and updated continuously. Upon executing a transaction to buy or sell Crypto Assets, the Shakepay platform algorithm retrieves current pricing information from an aggregation of data provided by Shakepay’s liquidity providers. Shakepay applies a spread to these prices to account for its compensation (the “Spread”). You acknowledge that Shakepay 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.

9.5.2 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.

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

9.5.4 Additional details about Shakepay’s pricing and best execution policies are available in our Best Execution Policy.

9.6 Transfer

9.6.1 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.

9.6.2 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.

9.7 Supported Crypto Assets

9.7.1 Shakepay may, from time to time, add or remove the Crypto Assets for which the Services are provided. For clarity, unless explicitly announced by Shakepay, the Services do not include or support any additional protocols, functionalities or technologies that may supplement, interact or enhance with Crypto Assets (collectively referred to as “Supplemental Protocols”). Supplemental Protocols include, but are not limited to, metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins. This also encompasses functionalities such as staking, protocol governance, and any smart contract functionality that may supplement or interact with a Crypto Asset.

9.7.2 You acknowledge and agree that Shakepay does not support, monitor, or maintain any Supplemental Protocols, and it is your responsibility to ensure that any Crypto Assets you manage, transfer, or interact with through the Shakepay platform are supported by Shakepay. You acknowledge and agree that Shakepay is not liable for any losses, damages, or missed opportunities arising from your use of, or reliance on, any Supplemental Protocols, whether or not they are associated with the Crypto Assets supported by Shakepay.

9.7.3 When transferring Crypto Assets to your Shakepay Account, you agree to only send Crypto Assets that are explicitly supported by Shakepay to the deposit address provided by Shakepay for each specific transfer. Shakepay will not be liable for any delays or losses resulting from transfers of unsupported Crypto Assets, transfers of supported Crypto Assets on an unsupported network or on the incorrect blockchain network, or transfers to incorrect deposit addresses. If you send Crypto Assets to the incorrect wallet address, or if you make deposits or transfers on an unsupported network or on the incorrect blockchain network, your Crypto Assets may become permanently lost and recovery may be impossible.

9.7.4 Shakepay may, at any time, in our sole discretion, alter, amend, restrict, modify or terminate Services with respect to a supported Crypto Asset. In the event that Shakepay determines that it will no longer provide Services with respect to a supported Crypto Asset, Shakepay may, in its sole and absolute discretion, and without notice to you, liquidate such Crypto Assets and tender payment of the proceeds to you by any means of our choice.

9.8 Forks and Airdrops

9.8.1 We do not own or control, and make no representations or warranties with respect to, the underlying technology of the Crypto Assets you may purchase or sell using the Services, including those technologies that govern their use. You understand and acknowledge that Crypto Assets are subject to changes in their underlying protocols that may result in a “Fork”, which can lead to the creation of a new, separate crypto asset or an alternative version of the existing crypto asset. You further acknowledge that Shakepay makes no representations or warranties that it will support or recognize any forked crypto asset. In the event of a Fork, Shakepay may temporarily or permanently suspend the operation of the Services (with or without advance notice to you) and may, at its sole discretion, decide whether to support, reject, or take no action regarding any forked assets.

9.8.2 You acknowledge and agree that if a Fork occurs, you may lose access to the forked assets, and Shakepay will not be responsible for any resulting losses or missed opportunities. Shakepay reserves the right to determine which version of the crypto assets, if any, will be supported and credited to your Account. You further agree that Shakepay is not liable for any loss of funds, value, or opportunity resulting from a Fork, and you waive any claims against Shakepay related to Forks, including claims for lost profits, missed opportunities, or any other damages.

9.8.3 You understand and acknowledge that the distribution of free tokens or crypto assets by a third-party to holders of a particular crypto asset may occur (an “Airdrop”), as part of a promotional campaign or as a result of a Fork. You understand and acknowledge that, in the event that Shakepay is issued any tokens or crypto assets in addition to the ones held by our custodians, Shakepay is under no obligation to support or distribute any airdropped assets to you. Shakepay reserves the right to decide, at its sole discretion, how to handle any airdropped assets, including but not limited to keeping, selling, or otherwise disposing of the assets.

9.8.4 By using the Services, you agree to forfeit any airdropped assets, and you expressly waive any claims to airdropped assets, including any profits, losses, voting rights, or any other rights associated with such assets. Shakepay reserves the right to decide, at its sole discretion, how to handle any airdropped assets, including but not limited to keeping, selling, or otherwise disposing of the assets.

9.9 Interac e-TransferⓇ Services

9.9.1 The Interac 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. The terms of this Section 9.9 apply to each transfer you initiate as a Sender and each transfer you receive as a Recipient through the Interac e-TransferⓇ Service (each, an "e-Transfer").

9.9.2 E-Transfers may only be used to transfer Canadian dollars to and from Canadian dollar accounts in Canada. You must 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.

9.9.3 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, to 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.

9.9.4 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 vendors in accordance with the Agreement.

9.9.5 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.

9.9.6 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.

9.10 Direct Deposit

9.10.1 The Direct Deposit feature enables you to receive permitted deposits directly into your Account. These deposits may include, but are not limited to, payroll, government benefits, or other payments as allowed by Shakepay and its banking partners. The types of permitted deposits may change from time to time at Shakepay's discretion.

9.10.2 The Direct Deposit feature is strictly limited to payments made in Canadian dollars. Deposits in any other currency will not be accepted or processed. Any attempt to deposit funds in a currency other than Canadian dollars may result in the funds being rejected or returned to the sender, and Shakepay will not be liable for any delays, losses, or fees associated with such transactions.

9.10.3 Shakepay will make reasonable efforts to credit deposits to your Account as soon as possible after they are received. However, the timing of deposits may vary based on factors outside of Shakepay's control, including delays caused by the sender's financial institution or processing times. Shakepay does not guarantee the exact time that funds will be available in your Account and is not responsible for any consequences arising from delayed deposits, such as overdrafts, missed payments, or other fees.

9.10.4 To use the Direct Deposit feature, your Account must be in good standing and meet any eligibility criteria established by Shakepay. You agree to provide accurate and complete information to Shakepay and the entity making the deposit (e.g., your employer or a government agency) to facilitate the successful processing of direct deposits. Shakepay reserves the right to refuse or return any deposit if it is deemed ineligible, suspicious, or in violation of Shakepay's policies.

9.11 Rewards

9.11.1 Shakepay may offer you the opportunity to earn rewards for specific activities, such as referring other people to the Services or participating in promotional events. Details regarding Shakepay's reward offers and the applicable terms are available here.

9.11.2 Shakepay reserves the right at any time to modify, suspend or cancel the rewards. Shakepay reserves the right to modify, suspend, or cancel the rewards program at any time and for any reason, without prior notice.

9.11.3 Shakepay may, at its sole discretion, disqualify you from earning or receiving rewards if it determines that you have engaged in any abuse, misuse, or fraudulent activity related to the rewards program. This includes, but is not limited to providing false information, engaging in repeated self-referrals, or any other conduct that Shakepay deems to violate the spirit of the rewards program. In cases of disqualification, Shakepay may revoke any rewards already granted, and you may be required to forfeit any pending or accumulated rewards. Shakepay's decision in these matters is final and binding.

1. 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.

1. 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.

1. 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, 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, fitness for a particular purpose, and non-infringement, 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 Agreement, Shakepay and its providers and partners do not make any warranties or representations that the Services (including, for clarity, 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, for clarity, 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.

1. 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.

1. Limitation of Liability

14.1 Except for direct damages resulting from any gross negligence or willful misconduct on our part arising directly from our performance and our responsibilities under this Agreement Shakepay’s (and its parents, affiliates, officers, directors, shareholders, employees, suppliers, 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, including, but not limited to, liability for:

14.1.1 losses resulting from fraudulent or unauthorized transactions;

14.1.2 losses related to the installation, use, or maintenance of your personal computer, mobile device, other equipment or software, or caused by any worms, bugs, viruses, trojan horses, date bombs, defects, time bombs, phishing attacks, spoofing attacks or other items of a destructive or malicious nature, whether transmitted to or using the Services or otherwise;

14.1.3 any third-party claims or losses of any nature, including lost profits, punitive or consequential damages;

14.1.4 losses related to any errors, mistakes, inaccuracies or omissions in the Services;

14.1.5 losses relating in any way to, including errors in the reporting of, your taxes;

14.1.6 losses relating in any way to a variation in an Order including discrepancies between the estimated and actual fees or the estimated and actual Order details including the Funds and/or Crypto Assets required and/or received;

14.1.7 losses resulting from scheduled or unscheduled outages or disruptions that delay or prevent Orders or the use of the Services generally;

14.1.8 losses relating to transfers or attempted transfers to or from your Account, including without limitation attempted transfers of unsupported Crypto Assets or attempted transfers of supported Crypto Assets on unsupported networks;

14.1.9 any loss or theft of Funds or Crypto Assets relating to or arising from any loss, theft or unauthorized use of your Account credentials or access to your Account by a third party;

14.1.10 any loss relating to or arising from the suspension of your Account, any holds placed on your Account or any other limitations on your ability to access the Services; or

14.1.11 any losses relating to or arising from variations in the market prices of Crypto Assets.

14.2 If your Claim relates to a risk that you have expressly acknowledged in this Agreement (including the risks enumerated in the Sections 3 and 12 of this Agreement), you expressly acknowledge and agree that, to the fullest extent permitted by law, Shakepay (and its parents, affiliates, officers, directors, shareholders, employees, suppliers, agents, suppliers, 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 indirect, special, or punitive damages or losses, consequential costs, loss of goodwill, loss of reputation, or loss of opportunity, under any circumstances, even if you have informed us of the possibility or likelihood of such damages or losses. The foregoing shall not apply to the extent prohibited by applicable laws.

14.4 Subject to applicable law and subject to your liabilities to us or under this Agreement 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.

1. Indemnification

15.1 You will defend, indemnify and hold harmless Shakepay (and its parents, affiliates, officers, directors, shareholders, employees, suppliers, 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 this Agreement (including any breach of representation or warranty) or any third-party rights (including any Liabilities brought 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 this Agreement, 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.

1. Termination & Suspension

16.1 Either party may terminate the Agreement 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 address to which we will transfer your Funds or Crypto Assets. Alternatively, or in the event that you fail or refuse to provide us with an External Account or External Wallet address for this purpose, we may, in our sole and absolute discretion, liquidate your Funds or Crypto Assets and tender payment of the proceeds to you by any means of our choice.

16.2 Subject to applicable laws or obligations that require us to do otherwise and any liabilities you may have to us, 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.

1. 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 Subject to the terms of this Agreement, you are granted a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license to access and use the Services, solely for purposes that are not in breach of this Agreement, applicable laws, or Shakepay’s policies, and solely for your own personal use and not on behalf of any third party.

17.4 The Services 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 this Agreement. 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, this Agreement or any Shakepay policy.

17.5 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.

17.6 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 Agreement. 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.

1. Governing Law

18.1 This Agreement is governed by the laws of the Province of Quebec and the laws of Canada (as applicable), excluding any conflict of laws provisions which would lead to the application of any other laws. By agreeing to the terms of this Agreement, 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 Agreement or any related matters.

1. Miscellaneous

19.1 This Agreement, including the documents incorporated herein by reference, are the entire agreement between Shakepay and you, and you represent that in entering into the Agreement, you have not relied on any representations made by Shakepay other than as set out expressly in this Agreement.

19.2 We may assign the Agreement (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 Agreement on 10 days’ notice. You are not permitted to assign the Agreement and any assignment of the Agreement by you is null and void. This Agreement shall be binding and inure to the benefit of the parties hereto, their successors, and permitted assigns.

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 Certain documents that we may provide in connection with your Account or a transaction require your signature and will be presented to you electronically. You consent that when you agree to a document electronically, your agreement will be captured and your electronic signature will be legally binding.

19.5 You agree that you adopt the electronic information, described further below, which will constitute your signature and signature card for account opening purposes and your acceptance of the terms of this Agreement as created by you by clicking on the “Submit” button. This electronic information includes the record of your customer number combined with the session identification number and date and time stamp associated with the “click to submit” action. Such electronic information may be retained and used by us in accordance with our Privacy Policy, available here.

19.6 The headings in the Agreement are for reference only and do not affect the interpretation of the Agreement.

19.7 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 Agreement will not be affected. The Agreement will continue to be carried out as if such invalid, illegal or unenforceable provision were not in the Agreement. 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.

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

19.9 The Agreement 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 Agreement shall supersede the terms and provisions of all other agreements with Shakepay, whether or not referred to herein, except that the Agreement in no way limit or restrict any other rights which Shakepay may have under any other agreement with you.

19.10 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 Agreement 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.

19.11 It is the express wish of the parties that this Agreement and all documents, notices and other communications relating to the operation of the Account be in English. Il est de la volonté expresse des parties que la présente convention et tous les documents, avis et autres communications qui concernent la tenue du compte soient rédigés en langue anglaise.

Last update: January 8, 2025