1. ABOUT ZEMOON

1.1. Zemoon Fintech Ltd, trading as Zemoon, is a money services business in Canada operating under the regulatory governance of the Financial Transactions and Reports Analysis Centre of Canada, registration number M23709431. We are incorporated under the laws of Canada with company incorporation number BC1398578. As money services business Zemoon Fintech Ltd. is able to provide foreign exchange dealing and money transfer services to its customers.

2. SUBJECT AND SCOPE OF THESE TERMS OF USE

2.1. These Terms of Use govern the opening, use, and closure of your Account and other related payment services as referred to herein. Together with any other terms and conditions referred to in these Terms of Use, they constitute the agreement between you and us. For the use of additional services, you may have to accept additional terms and conditions as notified to you when you are ordering or using such services. You are advised to print or download and keep a copy of these Terms of Use for future reference. You can always view the current Terms of Use on our Website. Please note that if you do not accept these Terms of Use, you will not be able to use the Services.

2.2. You also agree, by using the Services and accepting these Terms of Use, to comply with and accept Privacy Policy and Cookie Policy.

2.3. Depending on the type of Account you have, additional terms and conditions may apply as communicated to you at the appropriate time. In the event of any conflict between the additional terms and conditions and these Terms of Use, the former shall come first.

3. CUSTOMERS, INDIVIDUAL CUSTOMERS AND BUSINESS CUSTOMERS

3.1. Everyone who uses our Services is a Customer. However, each Customer must register with Zemoon through the Website as either an Individual Customer or a Business Customer and accepted as such by Zemoon. An Individual Customer must be an individual non- business customer and the holder of an Account to be used for such purposes only. A Business Customer must use our services for business purposes and be the holder of an Account to be used for such purposes only. Individual Customers and Business Customers are both Customers.

4. ACCOUNT

4.1. In order to use some or all of the Services, you must first open an Account by providing certain information. Account is a payment account which enables you to hold funds, send and receive payments.

4.2. Account is denominated in a currency of your choice, as selected by you from the currencies we make available from time to time. This will remain the currency of your Account for the duration of your agreement with us. Funds held on your Account do not expire but it will not earn any interest.

4.3. We cannot offer you banking services. Funds in your payment Account are not a deposit and can only be used to carry out payment transactions. By accepting these Terms of Use you acknowledge that your payment Account is not insured by the Canada Deposit Insurance Corporation (CDIC) or protected by other similar deposit guarantee instruments. Instead, customer funds are held in transit in protective accounts with reputable credit and payment institutions.

4.4. You have the right to withdraw funds from your Account at any time. Nonetheless, you may be required to confirm your identity beforehand. There is no minimum withdrawal amount, but the funds in the Account must be sufficient to cover any applicable withdrawal fees or any other fees, including any minimum fees to be paid to us.

4.5. Funds in the Account belong to the Customer which is registered as the Account holder with us. No other person or entity other that the Account holder has any rights in relation to funds held in the Account, except in cases of legal succession. You may not assign or transfer the Account to a third party or otherwise grant any third party a legal or equitable interest over the Account.

4.6. Account may be subject to upload, payment and withdrawal limits, depending on the status of the Account and other factors as determined by us from time to time at our sole discretion.

5. ACCOUNT OPENING

6. ACCOUNT MAINTENANCE

6.1. You must ensure that information regarding the Account at our disposal is always current and up to date. We will not be liable for any loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of information on Account file and/or to provide additional documents or other evidence.

6.2. All activities under your Account shall be deemed as activities carried out by you, i.e., the registered user. You shall only use the Services to transact on your own account, i.e., private or business Account and not on behalf of any other third person or entity.

6.3. We may contact you by e-mail or in other ways described in Terms of Use with information or notices regarding your Account. It is your responsibility to regularly check the proper functioning of your e­mail or other methods of communication that you have registered with your Account and to retrieve and read messages relating to your Account promptly. We shall not be liable for any loss arising out of your failure to do so.

6.4. Each transaction is given a unique transaction ID, as shown in the transaction history, i.e., Account statement. You should quote said transaction ID when communicating with us about a particular transaction. You should check Account balance and transaction history regularly and report any irregularities or clarify any queries it may have as soon as possible.

6.5. During the ongoing relationship between you and us, we may at any time request you to provide any additional information and/or documents related to you, your business activity and/or executed (or ordered) transactions. We would always indicate the timeframe within which we expect such evidence to be provided by you. If you fail to provide information and/or documents requested by us by the stated deadline, we have the right to refuse to provide any further services and suspend an Account until documents are provided or close the Account.

6.6. The Services are provided in compliance with our anti-money laundering program that has been adopted pursuant to requirements of FINTRAC. You shall provide any and all information requested by us in order to comply with our anti-money laundering program. Where required by law we shall disclose information concerning you and transactions in a manner consistent with our anti-money laundering program.

7. ACCOUNT SECURITY AND PRIVACY

7.1. Protecting your privacy is very important to us. Your passwords are stored on servers in encrypted form. We do not disclose your personal information to anyone except when legally required to do so and as specified in our Privacy Policy. Sensitive information between your browser and our Website is transferred in encrypted form using Secure Socket Layer. When transmitting sensitive information to our Website, you should always make sure that your browser can validate our Website certificate. For further details read our Privacy Policy and Cookie Policy available on our Website.

7.2. You must take all reasonable steps to keep your Account password and any other security features safe at all times and never disclose them to anyone. Our personnel will never ask you to provide your password to us or to a third party. Any message you receive or website you visit that asks for your password or other security features, other than our Website or our payment gateway on a merchant website, should be reported to us. If you are in doubt whether a website is genuine, you should contact Customer Service. It is advisable to change your password regularly, i.e., at least every three (3) months, in order to reduce the risk of a security breach in relation to your Account. We also advise you not to choose a password that is easily guessed from information someone might know or gather about you or a password that has a meaning. Except as provided in these Terms of Use, you must never allow anyone to access your Account or watch you accessing your Account. You must comply with the security procedures we tell you about from time to time.

7.3. You, not us, are responsible for maintaining adequate security and control of any and all IDs, passwords, or any other details that you use to access your Account and the Services. You must never disclose your Account password or your customer reference number. You are solely responsible for unauthorized access to and/or unauthorized use of your Account, as well as loss, theft, misappropriation and/or exposure to abuse.

7.4. In order to protect your funds from possible illegal actions of third persons, you shall immediately inform us about theft or other loss of your personal identity document(s).

7.5. If you suspect your Account, login details, password or any other security features are stolen, lost, used without authorization or otherwise compromised, you are advised to change your password. You must contact Customer Service without undue delay on becoming aware of any loss, theft, misappropriation or unauthorized use of your Account, login details, password or other security features. Upon registering such event, we shall block access to your Account (as the case may be). We bear no responsibility for any losses that arise before we have been timely and properly notified of the aforementioned event. Any undue delay in notifying us may not only affect the security of your Account but may result in you being liable for any losses as a result where your failure to notify us is intentional or grossly negligent.

7.6. We may suspend your Account or otherwise restrict its functionality on reasonable grounds relating to the security of your Account or any of its security features or if we reasonably suspect that an unauthorised or fraudulent use of your Account has occurred or that any of its security features have been compromised. We will notify you of any suspension or restriction and of the reasons for such suspension or restriction in advance or, where we are unable to do so, immediately after the suspension or restriction has been imposed, unless notifying you would be unlawful or compromise our legal obligations and/or reasonable security interests. We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.

7.7. You shall be exclusively liable for all losses and expenses (fully and totally, without any limits, limitations and exclusions) relating to any unauthorized use of your Account, as well as in case(s) where you or Account User acts fraudulently and/or fails to fulfil one or more of its obligations relating to correct and safe usage and safe keeping of your Account, login details, password or other security features. We bear no responsibility for any transactions in the Account regardless of who performed said transaction(s), unless we have been duly and timely notified by you of any unauthorized access to your Account, and such tools and parameters have been consequently blocked.

7.8. If we think your Account is at risk of fraud or a security threat, we will use the fastest and most secure way of contacting you using the details you have provided to tell you what you need to do to help deal with that risk.

7.9. You must take all reasonable care to ensure that your e-mail account is secure and only assessed by you, as this e-mail account may be used in the process of resetting passwords or to communicate with you about the security of the Account. In case any of the e-mail addresses registered with the Account have been compromised, you should immediately upon becoming aware of this event, contact Customer Support and the e-mail service provider.

7.10. Irrespective of whether you use a public, a shared or a private / business computer to access your Account, you must always ensure that the login details are not stored by the browser, cached or otherwise recorded. You should never use any functionality that allows login details or passwords to be stored by a computer.

7.11. Considering that technologies develop speedily and constantly, and it is impossible now to foresee all possible future ways of obtaining illegal access to your Account, it is impossible to list all measures that you and Account User shall take or avoid to ensure safe keeping and use of your Account. Nevertheless, you bear full responsibility for taking all reasonable precautions and security measures to prevent access of unauthorized persons to your Account, login details, password or other security features and their further use thereof.

7.12. Additional products or services you use may have additional security requirements and you must familiarise yourself with those as notified to you.

8. DORMANT ACCOUNT

8.1. We may consider your Account to be dormant if no transactions are performed by you for six continuous months or for any other period of time determined by us at our absolute discretion, but in any case, not less than six consecutive months.

8.2. We may close a dormant Account at any time, if the account balance is nil, giving notification to you.

8.3. We may impose special Fees on dormant Accounts at our absolute discretion.

9. CLOSING ACCOUNT

9.1. Both Parties may initiate the closing of the Account at any time, without providing any reasons for it. We may impose Account closing Fees at our absolute discretion. Fees relating to the ongoing management of inactive accounts will also continue to be charged following the closure of your Account. This provision shall survive termination of the relationship between you and us.

9.2. We shall close the Account and transfer remaining Account balance (if any) according to the Payment order instruction received from you.

9.3. In case the Account is being closed by us and you have not provided any Payment order instruction as to where the balance is to be transferred, we shall keep the balance without any interest being accrued on the same and subject to Fees for keeping the balance. The balance shall be paid out at your request pursuant to these Terms of Use and applicable Fees. Before paying out the remaining balance, we shall identify you and carry out any necessary know your customer and due diligence checks.

9.4. We reserve the right to carry out any necessary money laundering, terrorism financing, fraud or other illegal activity checks before authorising any withdrawal of your funds, including in relation to returning any funds to you after you have closed your Account.

9.5. Reasons we may close your Account include, but are not limited to:

– You have failed to comply with these Terms of Use and/or terms and conditions that apply to a certain Service and/or fulfil your obligations in relation with us;

– You have submitted incorrect and/or false and/or misleading information/documents to us;

– You have not executed any transactions in the Account for six continuous months or for any other period of time determined by us at our absolute discretion, and the Account balance is nil;

– We are in receipt of information about your negative reputation;

– We are requested or directed to do so by any competent court of law, government authority or agency, or law enforcement agency;

– We have reason to believe you are in violation or breach of any applicable law or regulation;

– You show disrespect or have been abusive towards us;

– You may put us in a position where we might break the law;

– We suspect that funds available on your Account may highly likely be related to the laundering of proceeds derived from criminal activities, or related to terrorism, weapons of mass destruction proliferation, or any other unlawful activity.

9.6. Once the Account is closed for any reason, all Services linked to the Account will also be terminated automatically.

9.7. Documents and information received by us for Account opening and during the time of business relationship between the Parties will not be returned to you.

10. TRANSACTIONS AND ACCOUNT STATEMENTS

10.1. We inform you regarding Transactions in the Account by means of electronic Account statements. Account statements are available online in your Account and reflect performed Transactions.

10.2. It shall be deemed that you have been duly notified of any Transaction in the Account once a respective Transaction has been posted and reflected in the Account statement regardless of the actual time when you get acquainted with the Account statement.

10.3. You may receive Account statement in an alternative way agreed upon with us in advance and subject to a Fee payable to us.

10.4. You shall regularly monitor Transactions booked in the Account and check whether they correspond to those actually executed. We recommend doing this at least once every calendar week.

10.5. Account statement shall be deemed to be a primary evidence of Transactions performed by you and/or us in your Account. Account statement shall be deemed sufficient ground to ascertain a respective fact.

10.6. Should you identify any discrepancies between Transactions booked to the Account and those actually performed, or find any unauthorized Transactions, you shall immediately, but no later than within seven calendar days after the date such Transaction has been booked to the Account or the date the transaction was supposed to be booked to the Account, notify us accordingly by submitting a claim to us.

10.7. To enhance the security of funds held in the Account, you shall be entitled to apply for Transaction limits to be set for the Account or to request Account activity to be temporarily blocked, by submitting a respective application to us.

10.8. We may request you to provide a special confirmation of a particular Transaction in the Account. We shall be entitled not to execute such transaction until confirmation, which meets our requirements, is received by us. This being the case, we shall not be liable for any losses or additional expenses that might be incurred by you due to delayed execution or non-execution of said Transaction. You waive your rights of lodging any claims with regard to such Transaction or Transactions and requesting any reimbursement for any losses.

10.9. It shall be deemed with no exception and limitations that the log-in into your Account and correct application as recorded by us of your Account parameters and tools is sufficient proof that the Transaction was duly authorized by you, regardless a person who has actually used and applied the Account tools and parameters.

11. UPLOADING FUNDS

11.1. You may upload money in supported currencies into your Account in order to (i) exchange the currency and/or (ii) send it to another person or to your own account. Currencies supported for these actions are listed on our Website.

11.2. You can upload funds by visiting the Website, logging into your Account and following the relevant upload instructions. You can upload money through one or more methods, for example, via electronic funds transfer or a wire transfer from your bank account, or with a credit or debit card. The number of methods available to you will depend on a number of factors including your verification status with us. Upload methods are not part of our Services, they are services provided by third parties. We cannot guarantee the use of any particular upload method and may change or stop offering a particular upload method at any time without notice to you.

11.3. If you choose to upload money via debit or credit card, you will need to provide your card details, including your card number and cardholder name. When you choose to upload money via debit or credit card, you confirm that your card details are correct, that you are authorized to access and transmit funds from your card account, that your card account is in good standing with the account-holding financial institution, and that you have the authority to initiate a debit or credit card payment in the amount at issue to or from your card account.

11.4. If you choose to upload money using an electronic funds transfer from your bank or payment account, or the domestic wire transfer method, then your transaction order will remain inactive until we receive your funds to our specified account. Such payments must be made to our specified account via an electronic funds transfer or domestic wire transfer. In cases where for any reason the upload transaction is cancelled or refused, then we will promptly return your funds to your bank or payment account from which the transaction originated. In the event that we are unable to return your funds, then we will promptly contact you using the most current contact information provided to us by you through your registration with us.

11.5. You must not make an upload through a payment method if you are not the named holder of that payment method. We take any violation of this requirement very seriously and will treat any attempt to use a payment method of which you are not the named holder as a fraudulent act.

11.6. Uploads may be subject to upload limits due to security and legal requirements. These limits are set dynamically depending on your verification status and the upload method you want to use. You should be aware that depending on your verification status your upload limits may be higher than your withdrawal or spending limits. You can view these limits at any time in the relevant section of your Account profile.

11.7. You may be asked to answer security questions or to complete other activities that we or the payment service provider you use to upload funds to your Account may reasonably require to ensure proper authorisation of an upload transaction.

11.8. If you choose to upload funds using a payment method that may be subject to a right to claim funds back, i.e., “chargeback”, such as, but not limited to, credit or debit card or direct debit, you declare that you will not exercise such chargeback other than for unauthorised use of the payment method or for a breach by us of these Terms of Use which would result in you having a right to a refund of the uploaded amount. Otherwise, you may not chargeback any upload transaction or allow chargeback of any upload transaction for reasons for which we are not responsible including, but not limited to, disputes with merchants for non-delivery of goods or services or insufficient balance on the payment method account. We reserve the right to charge you fees and expenses we incur in connection with such chargeback and any action undertaken to challenge the same. We may also charge you a chargeback fee.

11.9. If a chargeback or reversal of an upload transaction results in a negative balance in your Account, you will be required to repay such negative balance by uploading sufficient funds into your Account. Failure to do so is a breach of these Terms of Use. Repayment of the negative balance is due immediately without notice. We reserve the right, at any time, to send you reminders or to take other debt collection measures including but not limited to mandating a debt collection agency or solicitors or to pursue the claim in court. We reserve the right to charge you the expenses we reasonably incur in connection with any debt collection or enforcement efforts.

11.10. We will credit your Account once we have received your funds, and are not responsible for the funds you have uploaded until we have received them. For some particular upload methods, we will credit the funds to your Account as soon as possible subject to our right of reversal. This means if the actual amount you intended to upload does not reach us within a reasonable time, we may deduct such amount from your Account. If you do not have enough funds in your Account for this purpose, we can demand repayment from you using other methods.

12. RECEIVING FUNDS

13. HOLDING A BALANCE AND MANAGING CURRENCIES IN YOUR ACCOUNT

13.1. We are not a bank and therefore value held as a balance in your Account represents an unsecured claim against us and is not insured by the Canada Deposit Insurance Corporation (CDIC) or any other deposit protection scheme. We may own the interest or other earnings on these investments, if any. We do not use balances held by our customers for operating expenses or other corporate purposes. In addition, as discussed above, the specified bank or payment account details that we provide to you in order for you to receive funds from third parties are for accounts held by us and our affiliates and we will credit your Account, which is held by us, upon receipt of such funds, and are not for a bank or payment account held by you.

13.2. Your Account balance may be held in certain currencies supported by us from time to time. You may hold a balance in more than one of these currencies at the same time. You are responsible for all risks associated with maintaining your Account balance in multiple currencies. You may not manage multiple currencies for speculative trading purposes.

14. SENDING PAYMENTS

14.1. In order to make a payment, you shall submit payment order online to us in the form and according to the procedure prescribed by us.

14.2. In the payment order you shall state, among other things, the following: (a) Customer’s name and Account to be debited in our system, (b) payment amount, (c) payment currency, (d) beneficiary’s name, (e) beneficiary’s address, (f) beneficiary’s account/IBAN number (please note that IBAN is mandatory for most transactions, including SEPA payments), (g) full name, address and bank BIC/SWIFT code of beneficiary’s bank or payment services provider and intermediary bank or payment services provider (if applicable), (h) payment purpose, and (i) other details required in the payment order and necessary for executing the payment.

14.3. Payment purpose stated by you in the payment order shall describe the nature of such payment and goods or services paid for clearly and shall state information regarding the underlying document, e.g., invoice, bill, contract, etc., for the payment.

14.4. We would not execute the payment order if the Account balance is insufficient to execute the same, including both the actual payment order amount and our Fees and rates. If the Account balance is insufficient to cover the above, you will not be able to submit the payment order.

14.5. In case you have failed to provide all required details in the payment order, we are entitled, but not obliged to ask the Customer to submit missing and/or additional information. If we would not be able to establish correct and necessary details of the payment order by the end of the Business day following the day when the payment order was received for its processing, we are entitled to reject the execution of the payment order.

14.6. We may reject to execute the payment order in case the provisions set forth herein are not met, and/or if applicable legal or regulatory requirements prohibit the execution of the payment. We shall inform you about the rejected payment order, unless applicable regulatory requirements prohibit us to inform you. We are entitled to withhold a Fee for providing said information. We are not liable for your losses and expenses incurred by you due to our rejection of the payment order.

14.7.We shall not be liable for your losses or other expenses that might be incurred due to non-execution or undue execution of the payment order, if the beneficiary’s account number provided in the payment order in IBAN or other format, including invalid or incorrect account number, fails to conform to other payment details, and/or if details provided in the payment order are incorrect or incomplete.

14.8. In case precise information for identification of banks or payment service providers to be involved in the execution and processing of payment, e.g., correspondent bank, is not provided in the payment order, we shall choose such third parties unilaterally and at our sole discretion. In the execution of payments, we shall execute the payment order in a professional way and choose the most effective means in our opinion for execution without your approval.

14.9. You agree that in case of interbank payments we shall be deemed to have fulfilled our obligations under the payment order when the payment amount is passed on to the beneficiary’s bank or correspondent bank or payment services provider, or other intermediary bank or payment services provider, within standard indicated timeframe. Having received the payment amount, the beneficiary’s or correspondent bank or payment services provider, or other intermediary bank or payment services provider shall be liable to you and/or beneficiary for due execution of the payment.

14.10. We bear no responsibility for a non-executed or unduly executed payment order in case due execution of the same is hindered by legal enactments or other regulatory requirements applicable to us.

14.11. You agree that the payment order is confirmed and authorized by you and the payment order constitutes your irrevocable confirmation and consent with regard to the amount and other details of the payment order if it is submitted via your Account and authorized in accordance with rules applicable to your Account as stated in Terms of Use and respective documents.

14.12. Upon our request, you shall immediately provide all documentary evidence of and information on inconsistency between transactions booked to the Account and those actually performed, and/or transactions not authorized by you.

14.13. Should an Account have been credited with funds through our error, we may debit relevant sum from the Account without your consent.

14.14. We bear no responsibility for the non-executed or unduly executed payment in case where payment currency does not match that stated in our currency list of correspondent accounts.

14.15. Moment of receipt of the payment order shall be the moment when we receive the payment order during a Business day before cut-off time.

14.16. If the payment order is received not on a Business day and/or beyond the cut-off time, the payment order shall be deemed to have been received the following Business day.

14.17. The Parties may agree in advance that the execution of the payment order shall start on a specific day or point in time in the future. If the agreed day or point in time is not a Business day, the payment order shall be deemed to have been received on the following Business day.

14.18. Payment order shall be submitted as per standard form approved by us.

14.19. Receipt of the payment order shall not guarantee its execution. The condition for the execution of the payment order is the compliance of the order with all requirements set forth in these Terms and Fees and rates.

14.20. Terms of executing payments depend on payment types and cut-off times.

14.21. You shall state the preferred payment type in your payment order. If you have not stated the preferred payment type, the payment shall be executed as a standard payment.

14.22. Before submitting an urgent or express payment order, you shall agree upon the possibility of performing such with us. If you failed to agree upon the possibility of performing an urgent or express payment order with us before submitting the order, we shall be entitled to unilaterally change status of the order from “urgent” or “express” respectively to “standard”.

14.23. If the payment order is received by us before the cut-off time, we shall pass the payment amount to the beneficiary’s or a correspondent bank on the Value date stated in Fees and rates. Should the Value date stated in Fees and rates appear to be a non-working day of the beneficiary’s or correspondent, or intermediary bank, or the payment system used for execution of the payment, or a day set to be a holiday in the issuing country of the payment currency, we shall execute the payment order on our next working day or beneficiary’s, correspondent or intermediary bank next working day.

14.24. In case of payment to an account opened with another payment services provider or bank, we cannot guarantee that the payment will be credited to the beneficiary’s account on a particular day.

14.25. We shall credit the payment addressed to your Account not later than on the following Business day upon receipt of said payment addressed in our correspondent account, unless other Value date is stated in the payment order.

14.26. In respect of international payments, we are acting for you and on your behalf. We will have to comply with any relevant local and international laws and you agree to indemnify us against all obligations and responsibilities we may incur as a result of acting for you and on your behalf.

14.27. Whilst we may authorize payments to any named beneficiary, correspondent and/or intermediary bank and/or payment services provider may, at our sole discretion, conduct any (additional) due diligence check it may deem necessary regarding the payment.

14.28. Payments are subject to payment limits due to security and legal requirements. These limits are set dynamically depending on your verification status. You should be aware that the recipient of a payment may also be subject to spending and withdrawal limits and that this may affect the recipient’s access to the funds you intend to send.

14.29. We shall not be responsible for your losses and other additional expenses incurred by you as a result of non-execution or undue execution of the payment, in case such non-execution or undue execution occurred through the fault of third parties involved in the execution of said payment.

14.30. Sending payments is subject to fees including currency conversion fees, if applicable, depending on the type of payment you make and the type of Account you hold.

15. WITHDRAWING FUNDS

15.1. You can request a withdrawal of all or part of the funds held in your Account at any time. To do this you must log into your Account and select a withdrawal method and enter the amount to be withdrawn. Withdrawal methods are payment services provided, at least in part, by third party financial institutions, for example, the bank where you hold a bank account. We do not guarantee the availability of any particular withdrawal method and may make changes to or discontinue a particular withdrawal method at any time. Where the withdrawal payment is received by you through the involvement of a payment service provider, e.g., such as the bank where you hold a bank account, we shall not be responsible for the withdrawal payment once the withdrawn funds are received by your payment service provider.

15.2. You agree that your Account is subject to withdrawal limits. If your withdrawal request exceeds the current limit, we may decline your request or impose additional checks or impose additional obligations or time limitations before allowing the money to be withdrawn. Before uploading any funds into your Account, you must ensure that your current withdrawal and spending limits meet your withdrawal and spending requirements.

15.3. You must not make a withdrawal to a bank account or other payment method if you are not the named holder. We take any violation of this requirement very seriously and will treat any attempt to use a payment method of which you are not the named holder as a fraudulent act.

15.4. You must ensure that the payment details you enter when withdrawing funds are correct and complete. We will not be liable for withdrawn funds being sent to the wrong account where this is due to you providing incorrect payment details. When withdrawing to a bank account, you must ensure that the account number, sort code, IBAN and/or BIC/SWIFT are correct. If you have withdrawn funds to the wrong account, you may request that we assist you in reclaiming the funds. However, we will charge you an administration fee for doing so and we cannot guarantee that the reclaim efforts will be successful.

15.5. Withdrawals are subject to fees including currency conversion fees, if applicable.

16. CORRESPONDENT BANKS

16.1. All payments addressed to you or payments made by you, except internal payments between your accounts with us and payments to another Customer’s account with us are executed via correspondent banks and correspondent accounts, as well as settlement systems.

16.2. You assume all risks for your funds credited to any our correspondent account, including the risk of insolvency of correspondent banks or correspondent payment services provider.

16.3. You assume all risks arising from currency exchange fluctuations and/or limitations, taxes, duties and other payments applicable in a respective country, as well as from any legal enactments in a respective country, decisions of courts, and resolutions of other administrative institutions and decisions of central banks that may cause losses or additional expenses to us, you or third parties.

17. CURRENCY EXCHANGE

18. INVESTIGATION, CORRECTION, CANCELLATION AND REFUND OF PAYMENTS

19. PROHIBITED TRANSACTIONS

19.1. It is strictly forbidden to send or receive payments in consideration for sale or supply of tobacco products, prescription drugs, drugs and drug paraphernalia, weapons (incl. guns, firearms, ammunition, knives, etc.), satellite and TV descramblers, pornography and adult material, material that incites violence, hate or racism, and which is considered obscene, government IDs and licenses (incl. replicas), any counterfeit products, unlicensed or illegal lotteries or gambling services, unregistered charity services, items that encourage or facilitate illegal activities, third party processing or payment aggregation products or services, multi-level marketing, pyramid selling and ponzi schemes, matrix programs and any similar high yield pseudo-investment programs, goods and services that infringe on the intellectual property rights of a third party, timeshares and similar or related services, as well illegal gambling services (incl. illegal sports betting, casino games and poker games), and payments from/to shell banks. We reserve the right, in our sole discretion, to add categories of prohibited Transactions by adding such categories to these Terms, and to close the Account if any evidence of the above restricted activities is discovered in the Account.

19.2. It is strictly forbidden to make payments to or to receive payments from persons or entities offering illegal gambling services, including, but not limited to, illegal sports betting, casino games and poker games. We may suspend or terminate your Account at any time or refuse to execute or reverse a Transaction if we believe that you directly or indirectly use or have used your Account for or in connection with illegal gambling Transactions. This list is not exhaustive, and it is your responsibility to ensure that you do not use our services for transactions that may be considered illegal in your jurisdiction.

19.3. You may not use our services if you are residing in certain countries. A list of non-serviced countries is available on our Website and updated from time to time. This list is not exhaustive, and we may in our sole discretion decide to discontinue or restrict our services in other countries at any time and without prior notice. We reserve the right to suspend or terminate your Account at any time if we reasonably believe to be required to do so by law or in order to comply with recommendations issued by a relevant government authority or recognised body for the prevention of financial crime.

19.4. It is strictly forbidden to use your Account for any illegal purposes including but not limited to fraud and money laundering. We will investigate and report any suspicious activity to the relevant law enforcement agency. We reserve the right to charge you in our sole discretion an administration Fee as displayed in the Fees list on our Website and/or your Account for every investigation we undertake into any such suspicious activity, including where we get notified thereof by any third party whom we partner with. You are prohibited from using your Account in an attempt to abuse, exploit or circumvent the usage restrictions imposed by a merchant or a third-party provider on the services it provides.

19.5. If you conduct or attempt to conduct any Transaction in violation of the prohibitions contained in this section 19, we reserve the right to: reverse the Transaction; and/or close or suspend your Account; and/or report the Transaction to the relevant law enforcement agency; and/or claim damages from you; and charge you an administration fee as displayed in the Fees list available on our Website and/or your Account if we apply any of the above.

19.6. It is your responsibility to ensure that you make payments to and/or receive payments from persons and/or entities for the sale and supply of goods and services that may be provided or received in conformity with any applicable rules and regulations.

20. PREVENTION OF MONEY LAUNDERING, TERRORIST FINANCING AND WEAPONS PROLIFERATION

21. PAYMENT FEES, CHARGES AND TAXES

22. CONFIDENTIALITY AND YOUR DATA

23. RESPONSIBILITY

23.1. The Parties shall perform their obligations duly, reasonably, in good faith, carefully and considering applicable customs and usual practice that is generally acceptable in the industry.

23.2. The Parties are liable for wrongful non-performance or inappropriate performance of their obligations.

23.3. You are responsible for truthfulness, entirety, preciseness and timely provision of all information and documents to us. Should you fail to comply with its obligations, we consider the information and documents in our possession to be correct and we are not responsible for your relevant losses and expenses and/or of a third party.

23.4. You are not entitled to assign any claim and right against us to any third party without our prior written approval.

23.5. We may assign any of our rights and claims against you to any third party without your prior written approval.

23.6. We bear no responsibility for losses and expenses incurred by you due to your fault to get acquainted with Terms of Use and/or to comply with the same.

23.7. You shall be aware of any sanctions imposed on your counterparties, countries and jurisdictions that may affect any payment transaction from those parties to you and vice versa. If any funds/documents/transactions are delayed/blocked/held in relation to sanctions, we will not be held liable for such delay/blockage/holding.

23.8. Some provinces and territories do not provide exclusion of limitation of liability for all types of damages (including the province of Quebec). In those provinces, we will only be liable to you for damages that we are expressly required to be liable to you under applicable law.

23.9. In any other case, you expressly understand and agree that in no event shall we, including without limitation our affiliates, and our officers, directors, agents, joint venturers, employees and suppliers, including without limitation to our affiliates be liable for lost profits or any special, incidental, indirect, or consequential, or punitive damages, including without limitation damages for loss of data or loss of business arising out of or in connection with our Website, the Services, or these Terms of Use, however arising, including negligence. Our liability, including without limitation the liability of our parent and affiliates, and our and their respective officers, directors, agents, joint venturers, employees and suppliers, to you or any third parties in any circumstance is limited to the actual amount of direct damages. In addition, to the extent permitted by applicable law, we, including without limitation our affiliates, and our and their respective officers, directors, agents, joint venturers, employees, and suppliers are not liable, and you agree not to hold these parties responsible, for any damages or losses, including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages resulting directly or indirectly from: (i) your use of or your inability to use our Websites and Services; (ii) delays or disruptions in our Website and Services; (iii) viruses or other malicious software obtained by accessing our Website or Services or any website or service linked to our Website or Services; (iv) glitches, bugs, errors, or inaccuracies of any kind in our Website or Services or in the information and graphics obtained from them; (v) the content, actions, or inactions of third parties; (vi) a suspension or other action taken with respect to your account; (vii) your need to modify practices, content, or behaviour, or your loss of or inability to do business, as a result of changes to these Terms of Use or our policies. We reserve the right to modify our policies and these Terms of Use at any time consistent with the provisions outlined herein.

23.10. Subject to the foregoing, we shall not be liable for any disruption or impairment of our Service or for disruptions or impairments of intermediary services on which we rely for the performance of our obligations hereunder, provided that such disruption or impairment is due to abnormal and unforeseeable circumstances beyond our reasonable control, or the control of the intermediary affected.

23.11. We shall not be liable for any indirect or consequential losses including but not limited to loss of profit, loss of business and loss of reputation. We shall not be liable for any losses arising from our compliance with legal and regulatory requirements.

23.12. Our obligation under these Terms of Use is limited to providing you with a payment account and related payment services and we do not make any statement in relation to or endorsement of the quality, safety or legality of any goods or services provided by our customer or intermediary. Our relationship with you under these Terms of Use with you is as a payment service provider, and we are an independent contractor for all purposes. We are not your agent or trustee.

23.13. We shall not be liable for the assessment or payment of any taxes, duties or other charges that arise from your use of the Account or Services provided in these Terms of Use.

23.14. You agree to defend, reimburse or compensate us and hold us and our other companies in our corporate group harmless from any claim, demand, expenses or costs, including legal fees, fines or penalties, that we incur or suffer due to or arising out of your or your agents’ breach of these Terms of Use, breach of any applicable law or regulation and/or use of the services. This provision shall survive termination of the relationship between you and us.

23.15. We will try to make sure our Services are available to you when you need them. However, we do not guarantee that our Services will always be available or be uninterrupted. We have the right to suspend, withdraw, discontinue or change all or any part of our Service without notice. We will not be liable to you if for any reason our Services are unavailable in whole or in part at any time or for any period. You are responsible for making all arrangements necessary for you to have access to the Services, including all hardware and telecommunications services.

24. NO WARRANTY

24.1. Some provinces and territories do not allow for the exclusion of warranties, including the province of Quebec. In these provinces and territories, you have only the warranties that are expressly required to be provided in accordance with applicable law. In all other provinces and territories, except as expressly provided herein, we, our employees and our suppliers provide the Services “as is” and without any warranty or condition, express, implied or statutory. We, our employees and our suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

25. FORCE MAJEURE

25.1. The Parties are not responsible for non-performance of their mutual obligations if it has been caused by force majeure, e.g., war, riots, forces of nature, actions of public authorities, e.g., state, local government, supervisory authorities, or any other circumstances beyond the power or control of the relevant party, e.g., strike, general failure of computer systems, failure of communication lines or power failure, denial of service attack. Any failure of the correspondent bank/payment services provider shall be considered a force majeure as well.

26. TERM, TERMINATION AND SUSPENSION

27. SET-OFF AND CONSOLIDATION

27.1. Without prejudice to any other remedies which we may have, we are entitled to combine and consolidate any or all of your Account(s) with us against your liabilities in relation to us, and we may set off and transfer any sum standing to the credit of any such Account(s) towards satisfaction of any of your liabilities vis-a-vis us under any of your Accounts, agreements or contracts, whether such liabilities are primary, collateral, joint or several or in any other currencies. Unless the law requires otherwise, we are not obliged to give prior notice to you of any of its rights of set-off.

28. NO SET-OFF OR COUNTERCLAIM BY CUSTOMER

28.1. Until all funds owed are paid or discharged in full, you shall not, by paying off any sum recoverable by us or by any other means or on any other ground, claim any set-off or counterclaim against us in respect of any our liability towards you or any third party. You agree that nothing in the arrangements between us and you and/or any third party shall be treated as constituting an implied agreement restricting or negating any lien, charge, pledge, right of set-off or another right for us.

29. LIEN

29.1. We are entitled to exercise a lien over any and all your assets, funds and properties which, for any reason, are in or which howsoever come into our possession or control. We may dispose of or sell such assets, funds and properties and apply the proceeds of sale after deduction of expenses to satisfy any obligations, indebtedness and liabilities owed by you to us.

30. INDEMNITY

30.1. In addition and without prejudice to the powers, rights and remedies conferred on us herein and by any applicable law and statutory regulations, you shall hold us free from liability and hereby indemnifies us against any loss, damage and expense, including but not limited to legal expenses, which we may sustain or incur as a consequence of (i) performing on any your instruction and/or (ii) providing any service to you and/or (iii) any default in payment by you of any sum owing including but not limited to any interest/charge or fees paid or payable in the Account.

30.2. You shall take every measure necessary in order to keep us indemnified from any responsibility for any your instruction/order given to us, and you shall cover all our losses, expenses and obligations arising out of and/or in connection with and/or as a result of your negligence, malicious action and/or fault of your

31. AMENDMENTS AND APPENDICES

31.1. We reserve the right to amend and supplement Terms of Use, Fees and Rates Table, any additional terms and conditions that may apply, and any other document and procedure incorporated herein by the reference from time to time and at our absolute discretion.

31.2. Amendments to Terms of Use, Fees and Rates Table, any additional terms and conditions that may apply, and any other document and procedure incorporated herein by the reference will take effect on the date set forth by us in advance, not retroactively.

31.3. We will duly notify you regarding amendments if such notification is required by applicable law or in cases stated herein.

31.4. We will notify you regarding amendments at least 30 calendar days in advance.

31.5. The proposed amendment shall come into effect 30 calendar days after the date the change notice is deemed received under Terms of Use, unless you have given us notice that you object to the proposed amendments before the amendments come into effect. Amendments that make these Terms of Use more favourable to you shall come into effect immediately if so stated in the change notice. Changes to exchange rates shall come into effect immediately without notice and you shall not have the right to object to such a change.

31.6. If you object to the changes and/or amendments, they will not apply to you. However, any such objection shall constitute a notice by you to terminate and close your Account. Your Account will be closed in accordance with the provisions of these Terms of Use.

31.7. Amendments in other provisions of Fees and Rates other than stated herein above come into force immediately and without any notice to you.

31.8. Changes in our correspondent accounts come into force immediately and without any notice to you.

31.9. In case we add new services and/or add additional features to existing services or procedures and/or makes changes in any security requirements, the respective amendments to Terms of Use and/or Fees and Rates Table and/or other documents or procedures, i.e., a new edition or version, come into force on the date set forth by us, and we are not obliged to notify you of such amendments and changes.

31.10. We may amend and supplement any other documents and procedures, except Terms of Use and Fees and Rates Table, incorporated herein by the reference at any time with an immediate effect or with effect from any date set forth unilaterally by us and without the obligation of notification.

31.11. We may amend and supplement Terms of Use, Fees and Rates Table, as well as other documents and procedures incorporated herein by the reference at any time with an immediate effect or with effect from any date set forth unilaterally by us and without the obligation of notification in the following cases: amendments/supplements are required to be made because of changes to applicable law(s), court decision or the decision of our supervisory/regulatory authority; amendments/changes that are favourable to Customer; changes in our security requirements; correction of mistakes and errors; visual effects; structure of documents; contact information; working hours and days; links and references; titles and names of documents and procedures; identification information regarding us, our license/authorization and supervisory authority and related data; amendments and changes that do not impact our and/or your rights and obligations.

31.12. Notices of any amendments and changes will be provided at our absolute discretion in one or more of the following ways:

– On the Website;

– In your Account;

– By e-mail to your e-mail address registered with us.

31.13. Terms of Use, Fees and Rates Table and other documents and procedures incorporated herein by the reference are available on the Website and/or in your Account; the effective version of those documents can be sent by e-mail to you upon request.

31.14. You shall be regarded as having acquainted yourself with Terms of use, Fees and Rates Table and other documents and procedures incorporated herein by the reference, as well as their amendments on the day when aforementioned documents and procedures, including amendments, have been made available for the first time on our Website and/or your Account. It shall be considered that a notification by e-mail was made available at the moment when such notification has been sent regardless of the actual receipt of this notice by you.

31.15. By entering into business relationship with us, you acknowledge that you have acquainted yourself with Terms of Use, Fees and Rates and other documents and procedures incorporated herein by the reference and agree therewith.

31.16. We bear no responsibility for your losses, damages and expenses in case you have not acquainted yourself with Terms of Use, Fees and Rates and other documents and procedures incorporated herein by the reference, as well as their amendments, changes and new editions.

32. COMMUNICATION

32.1. All payment instructions, orders, applications, instructions, notices, complaints, requests and any other documents (hereafter referred to as “Notices” within this section) arising out of or in connection with business relationship between you and us shall be legible and clearly stating their contents. Shall we set forth specific requirements for certain types of Notices, those requirements shall be met.

32.2. In case we believe that there are inadequacies in your Notice, including Notice’s authenticity or validity, or has doubts concerning any Notice, we are entitled to reject, suspend and terminate such Notice and request you to repeat said Notice in order to proceed with its further execution.

32.3. All your Notices are binding upon you and we are entitled to fully rely upon these Notices with no exception and limitations and without bearing any responsibility for acting in accordance with such Notices. All risks, including existing and possible, related to your Notices are exclusively your risks.

32.4. We are not under any duty and/or obligation to verify your Notice, including authenticity and correctness of the Notice. You shall fully indemnify us against all and any losses, claims, demands, costs, damages, expenses and all other liabilities whatsoever which you and/or we may incur in connection with and/or as a result of any of your Notices.

32.5. Unless we set forth otherwise, we would process your Notice on Business days within our working hours regardless of the fact that Notice may have been received on any other day and outside of our normal working hours.

32.6. We usually contact you via email. For this purpose, you must at all times maintain at least one valid email address in your Account profile. You are required to check for incoming messages regularly and frequently. Emails may contain links to further communication on our Website.

32.7. In order to view emails you need a computer with email software that can display emails in HTML format. We may also send you attachments in Adobe Systems Inc.’s Portable Document Format (PDF), for which you need Adobe’s Acrobat Reader, which can be downloaded for free at the Adobe website.

32.8. We will never send you any emails with executable files attached or with links to any executable files. If you receive any email with such attachments, you should delete the message without clicking on the attachment. If you are unsure whether a communication is originating from us, please contact Customer Service.

32.9. Apart from communicating via email, we may contact you via letter or telephone, where appropriate. If you use any mobile services, we may communicate with you via SMS.

32.10. Communication or Notice sent by registered post will be deemed received three days from the date of posting for Canadian post or within five days of posting for international post unless there is confirmation on the actual day of receipt of the communication or Notice.

32.11. Communication or Notice that has been sent via your Account, by e-mail, phone, SMS or other voice communication channel shall be considered delivered at the time when its transmission was completed regardless of the actual time of receipt.

32.12. You may contact us at any time by sending a message to Customer Service. Please check detail in Definitions section of these Terms of Use.

33. MISCELLANEOUS

33.1. Words in the masculine gender shall include the feminine and neuter genders and vice versa as the case may be. Words in the singular shall include the plural number and vice versa as the case may be. Where Customer consists of two or more persons/entities, obligations and liabilities of each person/entity shall be joint and several.

33.2. We and the Customer shall communicate in English or other language as agreed between them from time to time. For the avoidance of doubt, all legally binding communication(s) should be in English.

33.3. Terms of Use, Fees and Rates Table and any other document and procedure incorporated herein by the reference shall bear legal power and shall prevail in all and any cases. Any translations of Terms of Use, Fees and Rates Table and other documents and procedures incorporated herein by the reference into other languages are for convenience purposes only and do not have any legal power. Les parties ont convenu que ce contrat et ses accessoires soient rédigés en anglais.

33.4. If any provision, term or condition herein in these Terms of Use and/or in any other document, procedure and the like incorporated herein by the reference respectively is or becomes illegal, void, invalid, prohibited or unenforceable in any respect, the same shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability without invalidating in any manner whatsoever the remaining provisions of these Terms of Use or any other document, procedure and the like incorporated herein by a reference respectively, as the case may be.

33.5. Our failure to act with respect to a breach of any of your obligations under these Terms of Use and/or in any other document, procedure and the like incorporated herein by the reference respectively by you or others does not waive our right to act with respect to subsequent or similar breaches.

33.6. These Terms of Use and the business relations regulated by these Terms of Use, the provision of the Services and any dispute or claim arising out of the provision of the Services shall be governed by and construed in all respects in accordance with the laws of the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

33.7. Any dispute and complaint between us and you shall be resolved by way of negotiations.

33.8. In case the Parties fail to resolve a dispute or complaint in an amicable way in 30 (thirty) days’ time and the dispute or complaint that still remains unresolved may be referred to and finally settled by competent courts of the Province of British Columbia.

33.9. Any dispute or claim arising out of or in connection with the Service, these Terms of Use, or use of the Website will be subject to the non-exclusive jurisdiction of the courts of the Province of British Columbia.

33.10. In enforcing our rights, we may initiate and take actions or proceedings or otherwise against the Customer and any third party and/or elsewhere as we may deem fit.

33.11. Your Account is personal to you and you may not assign any rights under the Terms of Use to any third party.

33.12. We are not obliged to provide the reason for non-entering into business relationship with the Customer and/or non-provision of a service.

33.13. We may not provide services, if the Customer and/or its representative in our opinion is under alcohol, toxic, psychotropic or any similar impact and/or his/her behaviour is inappropriate.

33.14. We transfer funds at the Customer’s expense and risk, unless agreed otherwise.

33.15. We do not pay any interest on the balance to the Customer.

33.16. These Terms of Use, including any terms and conditions incorporated herein, is the entire agreement between you and us relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings. These Terms of Use are between you and us. No other person shall have any rights to enforce any of its terms. These Terms of Use do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us.

34. DEFINITIONS

“Account” means Customer’s non-deposit and non-interest-bearing payment account with Zemoon.

“Applicable Laws” means laws, statutes, codes, ordinances, orders, decrees, rules, regulations, and municipal bylaws, whether domestic, or foreign, all judgments, orders, writs, injunctions, decisions, rulings, decrees, and awards of any government authority having jurisdiction.

“Application” means the paper or online application completed by prospective customer when applying for the Services all of which is incorporated herein by reference.

“Business Day” means any day other than a Saturday or a Sunday or a public or bank holiday.

“Transaction(s)” means, as the context permits: (a) a Payment; or (b) a Withdrawal; or (c) an Upload; or (d) a Currency exchange in each case less any applicable Fees.

“Upload” means your crediting of funds to your Account by transferring electronic funds to your Account.

“Customer”, “you” and “your” means individual or entity that has established business relationship with Zemoon or receives services from Zemoon.

“Customer Service” means our customer service, which you can reach by sending a message through the “Support” facility on the Website or by sending email at [email protected].

“Fees” means the charges payable by you to us for using our Services calculated in accordance with the Terms of Use and/or Fees.

“FINTRAC” means Financial Transactions and Reports Analysis Centre of Canada.

“Parties”, “Party” means Zemoon and you together and each separately.

“Payer” means a natural or legal entity that submits the Payment order for the Outgoing Payment.

“Payee” means a natural or legal entity specified in the Outgoing Payment as a recipient of funds from the Outgoing Payment.

“Payment” means a transfer of funds to your (“Incoming Payment”) or from your (“Outgoing Payment”) Account.

“Payment instrument” means any payment instrument that allows to link to the Account and make payment transfers with the help of this payment instrument including, but not limited to, credit cards and debit cards.

“Payment order” means an order from the Payer or Payee to execute a Payment.

“Payment service(s)” means services enabling Transactions and all the operations required for operating a payment account; execution of Transactions, including Incoming and Outgoing Payments on a payment account with the payment service provider of the payment service user or with another payment service provider; issuance and (or) acceptance of payment instruments.

“Payment services provider” means a bank, a payment institution, an electronic money institution or other financial institution that is authorized to provide Payment services.

“Privacy Policy” is the Zemoon’s policy governing the processing of personal information, which is available on the Website, as may be amended from time to time.

“Services” means currency exchange dealing, money transfer services and other services offered and provided to the Customer from time to time.

“Terms of Use” means these Terms of Use, published on the Website and as may be amended from time.

“User” means an individual, who is duly authorized as a representative of the Customer, who on behalf of the Customer uses Account to access and manage the Account and/or uses any other service and functionality available within the Account.

“Value date” means a day of executing a payment transaction.

“Withdrawal” means taking funds from your Account by selecting one of the withdrawal methods available to you in your country of residence.

“Zemoon”, “we”, “us” and “our” means Zemoon Fintech Ltd., company incorporation number BC1398578, with registered office address is at Second floor office #C, 190-12855 Clarke Place, Richmond, BC V6V 2H9, Canada.