TERMS AND CONDITIONS

INTRODUCTION

Overview of these Terms

These Terms and Conditions hereinafter — the "Terms" — govern the access to and use of the services provided by URIGHTCOMPANY FINANCE LIMITED hereinafter — the "Company", "we", "us", or "our".

By accessing, registering for, or using the Company's website, payment infrastructure, digital services, customer portal, or any services provided by the Company, the customer hereinafter — the "Client", "you", or "your" — agrees to comply with and be legally bound by these Terms.

Legal Effect

These Terms form a legally binding agreement between the Company and the Client. If you do not agree with these Terms, you must not access or use the Company's services.

Where a separate written agreement exists between the Company and the Client, such agreement may supplement or override specific provisions of these Terms to the extent expressly stated in writing.

Relationship with Other Policies

These Terms should be read together with the Company's AML/CTF Policy, KYC Policy, Sanctions Policy, Privacy Policy, Cookie Policy, Security Policy, Refund and Cancellation Policy, and any other applicable legal, compliance, or service-specific documents.

COMPANY INFORMATION

Legal Entity

The services are provided by:

URIGHTCOMPANY FINANCE LIMITED

Registered as a Money Services Business in Canada.

Regulatory Status

The Company is registered with the Financial Transactions and Reports Analysis Centre of Canada FINTRAC.

• FINTRAC Registration Number: C100000462
• Regulatory Reference: Canadian Money Services Business MSB

Contact Information

For questions regarding these Terms or the Company's services, please contact:

• Email: [email protected]
• Address: 1 - 4903 54 STREET, LLOYDMINSTER, SASKATCHEWAN, CANADA, S9V 0N6

SERVICES PROVIDED

General Services

The Company provides financial, payment, and related digital services, which may include:

• payment processing services;
• merchant payment solutions;
• domestic and international payments;
• money transfer and remittance services;
• foreign exchange services;
• multi-currency payment support;
• card payment processing;
• bank transfer payment solutions;
• mobile wallet payment solutions;
• payment links;
• subscription billing;
• issuing and redeeming money orders or similar instruments;
• virtual currency services, where applicable;
• related compliance, risk, security, and transaction monitoring services.

Service Availability

The availability of specific services may depend on:

• the Client's jurisdiction;
• the Client's risk profile;
• successful completion of KYC and due diligence checks;
• applicable laws and regulations;
• sanctions and compliance restrictions;
• payment network, bank, processor, or third-party availability;
• the Company's internal risk policies.

The Company may refuse, restrict, suspend, or discontinue access to any service where required by law, regulation, contractual obligation, payment partner requirements, or the Company's internal risk-management standards.

No Guarantee of Uninterrupted Service

The Company uses reasonable efforts to maintain the availability and security of its services. However, the Company does not guarantee that the services will be uninterrupted, error-free, or available at all times.

Services may be unavailable due to maintenance, technical issues, third-party outages, regulatory restrictions, security events, force majeure, or other circumstances beyond the Company's reasonable control.

ELIGIBILITY

General Eligibility

To use the Company's services, the Client must:

• have legal capacity to enter into binding agreements;
• provide accurate, complete, and current information;
• complete all required KYC, AML/CTF, sanctions, fraud prevention, and risk checks;
• use the services only for lawful purposes;
• comply with these Terms and all applicable laws.

Business Clients

Where the Client is a legal entity, the Client represents and warrants that:

• it is duly incorporated, registered, or otherwise validly existing under applicable law;
• it has the legal authority to enter into these Terms;
• the person accepting these Terms has authority to bind the Client;
• all directors, officers, beneficial owners, and authorized representatives have been disclosed where required;
• the Client's business activities are lawful and accurately described to the Company.

Individual Users and Representatives

Where an individual acts on behalf of a Client, such individual represents and warrants that they are authorized to act for the Client and to provide information, instructions, confirmations, and approvals on the Client's behalf.

The Company may request evidence of authority, including board resolutions, powers of attorney, mandates, authorization letters, or equivalent documentation.

CLIENT ONBOARDING, KYC, AND COMPLIANCE CHECKS

KYC Requirements

The Client must complete the Company's onboarding and Know Your Customer procedures before accessing or using services, unless otherwise approved by the Company.

The Company may request information and documents relating to:

• identity verification;
• corporate existence;
• beneficial ownership and control;
• authorized representatives;
• business activities;
• source of funds;
• source of wealth, where required;
• expected transaction volumes and countries;
• payment methods;
• sanctions, PEP, HIO, and adverse media screening;
• other compliance or risk-related matters.

Ongoing Due Diligence

The Client acknowledges that KYC and due diligence are ongoing obligations. The Company may request updated information, documents, or explanations at any time.

The Client must promptly notify the Company of any material change in:

• ownership or control;
• directors or authorized representatives;
• business activities;
• operating countries;
• regulatory status;
• source of funds;
• transaction profile;
• contact details;
• any information previously provided to the Company.

Refusal to Provide Information

The Company may refuse onboarding, suspend services, delay transactions, restrict access, or terminate the relationship if the Client fails or refuses to provide required information or documentation.

Sanctions and Screening

The Client, its beneficial owners, directors, representatives, counterparties, and transaction parties may be screened against sanctions, PEP, HIO, adverse media, fraud, and other compliance databases.

The Company may reject or block any transaction or relationship involving sanctioned parties, prohibited jurisdictions, suspicious activity, or unacceptable risk.

CLIENT OBLIGATIONS

General Obligations

The Client agrees to:

• use the services only for lawful business or personal purposes, as applicable;
• comply with all applicable laws and regulations;
• provide accurate, complete, and current information;
• maintain the confidentiality and security of account credentials;
• promptly notify the Company of unauthorized access or suspicious activity;
• cooperate with KYC, AML/CTF, sanctions, fraud, security, and regulatory reviews;
• comply with transaction limits, service restrictions, and risk controls imposed by the Company;
• not misuse, disrupt, reverse engineer, or interfere with the Company's systems.

Accuracy of Instructions

The Client is solely responsible for ensuring that all transaction instructions, payment details, beneficiary information, wallet addresses, bank account details, amounts, currencies, and references are accurate before submission.

The Company is not responsible for losses, delays, failed payments, misdirected funds, or unrecoverable transactions caused by incorrect or incomplete information provided by the Client.

Account Security

The Client must protect all login credentials, passwords, authentication devices, API keys, and account access tools.

The Client is responsible for all activity conducted through its account or credentials, unless the Client proves that such activity resulted from a security failure directly attributable to the Company.

PROHIBITED ACTIVITIES

General Prohibitions

The Client must not use the Company's services for any activity that is unlawful, prohibited, deceptive, abusive, or inconsistent with the Company's risk policies.

Prohibited activities include, but are not limited to:

• money laundering;
• terrorist financing;
• sanctions evasion;
• fraud or attempted fraud;
• identity theft or synthetic identity use;
• use of stolen documents or payment instruments;
• use of mule accounts or nominee arrangements;
• unauthorized transactions;
• illegal gambling;
• illegal adult content or exploitation;
• illegal drugs or controlled substances;
• weapons trafficking;
• human trafficking;
• cybercrime, ransomware, phishing, malware, or hacking;
• scams, Ponzi schemes, pyramid schemes, or deceptive investment schemes;
• transactions involving sanctioned persons, entities, wallets, or jurisdictions;
• transactions lacking a lawful or economic purpose;
• activity designed to avoid reporting, identification, or compliance thresholds.

Circumvention of Controls

The Client must not attempt to bypass or manipulate the Company's KYC, AML/CTF, sanctions, fraud prevention, geographic, transaction monitoring, or security controls.

This includes the use of:

• VPN, proxy, Tor, or anonymization tools to conceal location;
• false or misleading documents;
• synthetic identities;
• nominee or front persons;
• shell companies without legitimate purpose;
• unverified third parties;
• high-risk wallets, mixers, tumblers, or anonymity-enhancing technologies.

Restricted Activities

The Company may maintain additional restricted activity lists based on risk, payment partner requirements, laws, regulations, or internal policies.

The Company may refuse or discontinue services for restricted industries, business models, jurisdictions, transaction types, or counterparties at its discretion.

TRANSACTIONS AND PROCESSING

Transaction Review

All transactions may be subject to review, screening, monitoring, approval, delay, rejection, suspension, or cancellation by the Company.

Transaction review may include:

• KYC status checks;
• sanctions screening;
• fraud detection;
• transaction monitoring;
• payment method verification;
• device and location checks;
• source of funds review;
• compliance or regulatory review.

Processing Times

Transaction processing times may vary depending on:

• payment method;
• currency;
• destination country;
• banking or payment network availability;
• third-party processors;
• blockchain confirmation times, where applicable;
• compliance checks;
• weekends, holidays, or operational interruptions.

The Company is not responsible for delays caused by banks, payment networks, processors, blockchain networks, counterparties, regulators, or other third parties.

Transaction Limits

The Company may impose transaction limits, volume limits, frequency limits, settlement limits, or other restrictions based on the Client's risk profile, service type, regulatory requirements, payment partner rules, or internal risk assessment.

Rejection or Suspension of Transactions

The Company may reject, delay, suspend, or cancel any transaction where:

• required information is missing or inaccurate;
• the transaction is suspicious or unusual;
• sanctions or compliance concerns are identified;
• fraud or unauthorized activity is suspected;
• the transaction exceeds applicable limits;
• the transaction breaches these Terms;
• processing would violate applicable law or internal risk standards.

VIRTUAL CURRENCY SERVICES

Application

Where the Company provides virtual currency-related services, such services are subject to additional risks, controls, and restrictions.

Irreversibility

Virtual currency transactions may be irreversible once broadcast, confirmed, validated, or recorded on a blockchain or distributed ledger.

The Client is solely responsible for verifying wallet addresses, networks, amounts, assets, and transaction details before submission.

Blockchain and Wallet Screening

The Company may conduct blockchain analytics, wallet screening, source of funds assessment, and transaction risk review.

The Company may refuse or restrict transactions involving:

• sanctioned wallets;
• mixers or tumblers;
• darknet markets;
• ransomware;
• stolen assets;
• fraud;
• terrorism financing;
• high-risk or illicit activity;
• anonymity-enhancing cryptocurrencies;
• unverified or suspicious wallet ownership.

Market and Network Risks

The Client acknowledges that virtual assets may be subject to market volatility, network fees, gas fees, delays, forks, technical failures, network congestion, and regulatory risks.

The Company is not responsible for losses caused by market fluctuations, blockchain network issues, incorrect wallet addresses, incompatible networks, or third-party wallet providers.

FEES, CHARGES, AND SETTLEMENT

Fees

Fees, charges, spreads, commissions, settlement costs, network fees, processor fees, bank fees, and other costs may be set out in a separate agreement, fee schedule, invoice, order form, platform interface, or other written communication.

The Client agrees to pay all applicable fees and charges.

Settlement

Settlement timelines depend on the payment method, currency, banking network, merchant agreement, risk profile, compliance review, third-party processing, and applicable law.

The Company may delay, withhold, suspend, or offset settlement where:

• required by law;
• fraud or suspicious activity is detected;
• chargebacks, refunds, disputes, or reversals are pending;
• KYC or compliance review is incomplete;
• sanctions or AML/CTF concerns exist;
• amounts are owed by the Client to the Company;
• required by payment partners, banks, or processors.

Taxes

The Client is responsible for determining, reporting, and paying any taxes, duties, levies, or similar charges applicable to its use of the services, unless otherwise required by law.

REFUNDS, CANCELLATIONS, AND CHARGEBACKS

Refund and Cancellation Policy

Refunds, cancellations, reversals, failed transactions, duplicate payments, unauthorized activity, chargebacks, and disputes are governed by the Company's Refund and Cancellation Policy and any applicable written agreement.

Finality of Transactions

Due to the nature of payment processing, money transfer, foreign exchange, and virtual currency services, transactions may be final once completed, settled, executed, transmitted, or confirmed.

The Company does not guarantee that a transaction can be cancelled, reversed, recalled, or refunded.

Chargebacks and Disputes

Where chargebacks or disputes arise, the Company may cooperate with payment networks, banks, processors, acquirers, merchants, regulators, or law enforcement as required or permitted.

Improper, abusive, fraudulent, or bad-faith chargeback attempts may result in suspension, termination, recovery of costs, reporting, or legal action.

SUSPENSION AND TERMINATION

Suspension by the Company

The Company may suspend, restrict, or limit access to services, accounts, transactions, settlements, wallets, or payment functionality where:

• the Client breaches these Terms;
• required KYC or compliance information is missing;
• suspicious activity is identified;
• fraud, AML/CTF, sanctions, or security concerns exist;
• the Client is subject to sanctions or adverse media concerns;
• required by law, regulator, court order, payment partner, or law enforcement;
• the Company determines that continued service exceeds its risk appetite.

Termination by the Company

The Company may terminate the relationship with the Client where:

• the Client breaches these Terms or any applicable policy;
• the Client provides false or misleading information;
• the Client refuses to cooperate with compliance checks;
• the Client uses the services for prohibited activities;
• the Client becomes subject to sanctions;
• the Client's activity creates unacceptable legal, regulatory, financial, operational, or reputational risk;
• required by law or competent authority.

Termination by the Client

The Client may stop using the services or request account closure, subject to any outstanding obligations, pending transactions, settlement issues, refunds, chargebacks, investigations, fees, legal obligations, or record-keeping requirements.

Effect of Termination

Upon termination, the Company may:

• stop providing services;
• cancel access credentials;
• complete or reject pending transactions;
• retain required records;
• settle outstanding amounts;
• continue investigations or reporting where required;
• preserve rights and remedies accrued before termination.

COMPLIANCE, REPORTING, AND NON-DISCLOSURE

Compliance Obligations

The Company may collect, use, review, retain, and disclose information as necessary to comply with AML/CTF, KYC, sanctions, fraud prevention, transaction monitoring, record keeping, tax, legal, and regulatory obligations.

Reporting to Authorities

The Company may report information to FINTRAC, law enforcement, regulators, courts, government authorities, financial intelligence units, payment partners, or other competent authorities where required or permitted by law.

Anti-Tipping-Off

The Company and its employees will not disclose to any Client or third party that a suspicious transaction report, terrorist property report, sanctions report, fraud report, regulatory report, investigation, or review has been filed, considered, or initiated where such disclosure is prohibited by law or may prejudice an investigation.

PRIVACY AND DATA PROTECTION

Privacy Policy

The Company collects, uses, discloses, stores, and protects personal information in accordance with its Privacy Policy and applicable privacy laws, including PIPEDA where applicable.

Consent and Legal Processing

By using the services, the Client acknowledges that the Company may process information for service delivery, KYC, AML/CTF, sanctions screening, fraud prevention, transaction monitoring, reporting, security, legal, and operational purposes.

International Processing

Information may be processed or stored outside Canada by service providers or partners where necessary to provide services, support technology infrastructure, process payments, conduct compliance checks, or maintain security.

CONFIDENTIALITY

Confidential Information

Each party may receive confidential, proprietary, technical, commercial, financial, compliance, security, or business information from the other party.

Confidentiality Obligations

Each party agrees to protect confidential information using reasonable care and not to disclose it to third parties except where:

• authorized by the disclosing party;
• required to provide or receive services;
• required by law, regulation, court order, or competent authority;
• disclosed to professional advisors, service providers, payment partners, or affiliates under appropriate confidentiality obligations.

Exceptions

Confidentiality obligations do not apply to information that is publicly available, independently developed, lawfully received from a third party, or required to be disclosed by law.

SECURITY

Security Controls

The Company maintains reasonable technical and organizational security measures designed to protect systems, data, transactions, and services.

Security controls may include encryption, access controls, multi-factor authentication, logging, monitoring, fraud detection, device checks, secure infrastructure, and incident response procedures.

Client Security Responsibilities

The Client is responsible for maintaining the security of its systems, devices, accounts, credentials, API keys, passwords, authorized users, and payment instructions.

The Client must promptly notify the Company of suspected unauthorized access, compromised credentials, fraudulent activity, or security incidents.

THIRD-PARTY SERVICES

Third-Party Providers

The Company may use third-party service providers, including banks, payment processors, card networks, acquirers, KYC providers, sanctions screening tools, cloud providers, cybersecurity providers, analytics tools, and other technology or compliance partners.

Third-Party Delays or Failures

The Company is not responsible for delays, failures, losses, or interruptions caused by third-party providers, banks, payment networks, blockchain networks, telecommunications providers, internet service providers, regulators, or other external parties, except where liability cannot be excluded by law.

Third-Party Terms

Certain services may be subject to additional third-party terms, payment network rules, bank requirements, or processor conditions. The Client agrees to comply with such requirements where applicable.

LIMITATION OF LIABILITY

Excluded Losses

To the maximum extent permitted by law, the Company is not liable for:

• indirect, incidental, special, punitive, or consequential damages;
• loss of profits, revenue, business, goodwill, opportunity, or data;
• losses caused by incorrect Client information;
• delays caused by banks, processors, card networks, blockchain networks, or third parties;
• unauthorized use caused by the Client's negligence or failure to secure credentials;
• losses caused by market volatility, exchange rate changes, or virtual asset price movements;
• losses arising from prohibited activity or breach of these Terms by the Client.

Maximum Liability

To the maximum extent permitted by law, the Company's total liability arising out of or relating to the services or these Terms is limited to the fees paid by the Client to the Company for the relevant service during the thirty (30) days preceding the event giving rise to the claim.

Exceptions

Nothing in these Terms excludes liability that cannot be excluded under applicable law.

INDEMNITY

The Client agrees to indemnify and hold harmless the Company, its directors, officers, employees, contractors, agents, service providers, and affiliates from and against any claims, losses, liabilities, damages, penalties, costs, and expenses arising from:

• the Client's breach of these Terms;
• unlawful or prohibited use of the services;
• inaccurate or misleading information provided by the Client;
• violation of applicable laws or regulations;
• fraud, chargebacks, disputes, or unauthorized activity caused by the Client or its users;
• misuse of credentials, systems, or payment infrastructure;
• claims by third parties arising from the Client's activity.

FORCE MAJEURE

The Company is not liable for any delay, failure, interruption, or loss caused by events beyond its reasonable control, including:

• natural disasters;
• war, terrorism, civil unrest, or government action;
• cyberattacks or security incidents;
• power, internet, or telecommunications failures;
• banking, payment network, or blockchain disruptions;
• regulatory action or sanctions;
• labour disputes;
• pandemics or public health emergencies;
• failures of third-party providers.

AMENDMENTS

Updates to Terms

The Company may amend these Terms from time to time to reflect changes in laws, regulations, services, business operations, technology, payment network rules, risk controls, or compliance requirements.

Publication

Updated Terms will be published on the Company's website with a revised effective date.

Continued Use

Continued use of the services after updated Terms are published constitutes acceptance of the updated Terms, unless otherwise required by applicable law or written agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law

These Terms are governed by the laws of Canada and the applicable laws of the Province of Saskatchewan, without regard to conflict of law principles.

Jurisdiction

Any dispute arising out of or relating to these Terms or the services shall be submitted to the competent courts of the Province of Saskatchewan, unless otherwise required by applicable law or agreed in writing.

Good Faith Resolution

Before commencing formal proceedings, the parties may attempt to resolve disputes in good faith through written notice and reasonable discussions, except where urgent legal, regulatory, injunctive, or protective action is required.

MISCELLANEOUS

Entire Agreement

These Terms, together with applicable policies, written agreements, schedules, and service-specific terms, constitute the agreement between the Company and the Client regarding the services.

Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain in full force and effect.

No Waiver

Failure by the Company to enforce any provision of these Terms does not constitute a waiver of that provision or any other rights.

Assignment

The Client may not assign or transfer its rights or obligations under these Terms without the Company's prior written consent.

The Company may assign or transfer its rights or obligations where permitted by law, including in connection with a merger, acquisition, restructuring, sale of assets, or transfer of business operations.

Survival

Provisions relating to fees, settlement, compliance, reporting, confidentiality, privacy, limitation of liability, indemnity, governing law, dispute resolution, and record keeping survive termination of these Terms.

CONTACT INFORMATION

For questions or concerns regarding these Terms and Conditions, please contact:

• Email: [email protected]
• Address: 1 - 4903 54 STREET, LLOYDMINSTER, SASKATCHEWAN, CANADA, S9V 0N6
• Regulatory Reference: FINTRAC MSB Registration #C100000462