Terms of Service

Finik is operated by FinikPay Inc. ("Finik", the "Company", "we", "us", or "our"), a company incorporated in Canada and registered as a Money Services Business with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) under registration number C100000137, with its registered office at Suite 548, 1235 Bay Street, Toronto, Ontario, Canada M5R 3K4.

These Terms of Service (the "Terms") govern your access to and use of the Finik platform and the services Finik provides through it. Please read them carefully. By creating an Account, accepting these Terms, or otherwise accessing or using the platform or any service, you confirm that you have read, understood, and agree to be bound by these Terms, and you represent that you have the legal capacity to enter into a binding agreement with Finik. If you are entering into these Terms on behalf of a business, you confirm that you are authorised to bind that business.

These Terms, together with any Schedule you accept and any other document expressly incorporated by reference, form the entire agreement between you and Finik in relation to the services. If there is any conflict between these Terms and a Schedule, the Schedule prevails in respect of the service it governs.

1. Definitions

The following terms are used throughout this document. Wherever you see them capitalised, they have the meanings below.

1.1 "Account" means your Finik account, opened after you complete onboarding and identity verification.

1.2 "Agreement" means these Terms, together with any Schedule you have accepted and any other policy or document that Finik publishes on the platform or otherwise makes available to you and expressly incorporates into these Terms by reference, in each case as amended from time to time.

1.3 "AML Laws" means Canada's anti-money laundering and counter-terrorist financing legislation — including the PCMLTFA and its regulations, the Special Economic Measures Act (SEMA), the Justice for Victims of Corrupt Foreign Officials Act (JVCFOA), the United Nations Act, and the relevant Criminal Code provisions on terrorist financing and sanctions — plus equivalent laws in other jurisdictions where they apply to you.

1.4 "Authorised Representative" means a natural person designated by a business Client to act on behalf of that business in relation to the Account and Services, as verified during onboarding.

1.5 "Beneficial Owner" means any natural person who directly or indirectly owns or controls 25% or more of the voting rights, shares, or ownership interests of a business Client, as defined under FINTRAC's Beneficial Ownership Requirements Guidance.

1.6 "Business Day" means any day that is not a Saturday, Sunday, or public holiday in Ontario, Canada, when banks in Toronto are open for business.

1.7 "CAMLO" means Finik's Chief Anti-Money Laundering Officer.

1.8 "Client" or "you" means the person or company that has accepted this Agreement and been approved by Finik to use the services.

1.9 "Client Funds" means the crypto assets that Finik holds on your behalf in connection with the services.

1.10 "Crypto Asset" or "Digital Asset" means a cryptographic asset recorded on a distributed ledger that Finik supports from time to time. The current list is published on the platform.

1.11 "Custodian" means the licensed third-party digital asset custodian engaged by Finik to hold the private keys to the wallets where your crypto is stored. The identity of the Custodian is published in the Privacy Policy on the platform.

1.12 "EEA" means the European Economic Area.

1.13 "FINTRAC" means the Financial Transactions and Reports Analysis Centre of Canada.

1.14 "Internal Ledger" means Finik's internal record of your crypto asset balances. This is the definitive record of what you hold on the platform.

1.15 "PCMLTFA" means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), S.C. 2000, c. 17, and its regulations.

1.16 "PCMLTFR" means the Proceeds of Crime (Money Laundering) and Terrorist Financing Regulations made under the PCMLTFA, as amended from time to time.

1.17 "Politically Exposed Person" or "PEP" means a person who holds or has held a prominent public position or function — domestically, in a foreign country, or within an international organisation — together with their immediate family members and known close associates, as defined under the Proceeds of Crime (Money Laundering) and Terrorist Financing Regulations and FINTRAC's guidance on politically exposed persons and heads of international organisations.

1.18 "Personal Information" means information about an identifiable individual, as defined under applicable privacy laws — including PIPEDA, Quebec's Law 25, the EU GDPR.

1.19 "Platform" means the Finik web and mobile application at https://finik.ai and any associated interfaces.

1.20 "Restricted Jurisdictions List" means the list of restricted and prohibited jurisdictions published by Finik on the platform from time to time. It forms part of this Agreement.

1.21 "RPAA" means the Retail Payment Activities Act (Canada), S.C. 2021, c. 23, s. 177, and its regulations.

1.22 "Schedule" means either Schedule A (Wallet and Crypto Exchange) or Schedule B (OTC Desk), each of which you accept separately when activating the relevant service.

1.23 "Service" means any service Finik provides under this Agreement, including those covered by a Schedule.

1.24 "Travel Rule Data" means the sender and receiver information that must be collected and shared for virtual currency transfers at or above the applicable threshold under PCMLTFR section 124.1.

1.25 "USDT" means the United States Dollar Tether stablecoin on the blockchain networks supported by Finik.

1.26 "Wallet" means the multi-asset crypto wallet available to you on the platform, as described in Schedule A.

2. Account Opening

2.1 Finik makes its services available to individuals and businesses located in jurisdictions that are not excluded under the Restricted Jurisdictions List. Finik does not offer or market its services to any person who is located in, resident in, or a national of a jurisdiction included in that List, and Finik may decline or discontinue service to any such person. Finik does not currently offer its services to US persons; this is a voluntary restriction that applies pending Finik's obtaining of the registrations required to serve them, and Finik may decline or discontinue service to any person who is, or becomes, a US person.

2.2 To open an account you must:

• be a natural person aged 18 or older, or a legally registered company;
• not be located in, resident in, or a national of any country on our Restricted Jurisdictions List or subject to comprehensive sanctions administered by Canada, the US, the UN, the EU;
• not appear on any sanctions list, terrorism list, or other prohibited-parties list administered by those same authorities;
• not be a US person as defined under US federal law;
• complete our identity verification process; and
• accept these Terms, the applicable Schedule, the Acceptable Use Policy, and the Risk Disclosure Statement.

2.3 Finik offers two categories of Account: individual Accounts, for use by natural persons acting in a personal capacity; and business Accounts, for use by companies and other legal entities. The documentation Finik requires, the limits that apply, and the fees charged may differ between the two categories, and Finik may apply different terms and conditions to each.

2.4 You are responsible for ensuring that the information held in connection with your Account remains accurate, current, and complete at all times. You must notify Finik of any change to that information — including your name, address, tax residency, or, in the case of a business, its ownership or control structure, its directors, or its legal status — promptly, and in any event within three Business Days of the change. Finik may request updated information or documents at any time during the relationship, and you must provide them within five Business Days of the request, unless Finik specifies a different period.

2.5 Finik may decline to open an Account at its discretion, including where it is unable to complete the verification or screening required by applicable law or by its internal policies. Finik is not obliged to provide a reason for the refusal; we can confirm the refusal without further explanation.

2.6 Before you can activate any Service, Finik will require you to read and separately acknowledge the Risk Disclosure Statement and the Acceptable Use Policy. This acknowledgement is a distinct step, separate from your acceptance of these Terms, and Finik may decline to activate a Service until it has been completed.

3. The Services

3.1 Finik currently offers the following services:

1. Wallet and Crypto Exchange — hold, send, receive, and swap crypto assets. Covered by Schedule A.
2. OTC Desk — large-volume crypto trades at privately negotiated prices. Available to individual and business accounts. Covered by Schedule B.

3.2 These Terms apply to your account as a whole. Schedule A activates automatically the first time you use the Wallet or Exchange. Schedule B requires a separate acceptance step when you request that service. Finik records your acceptance electronically, including which version of each Schedule you agreed to.

3.3 Finik does not provide investment, tax, accounting, or legal advice, and does not assess whether any Crypto Asset, transaction, or service is suitable or appropriate for you. Nothing on the platform — including prices, market data, asset descriptions, analytics, or any AI-generated output — constitutes advice or a recommendation to buy, sell, hold, or enter into any transaction. You make all decisions independently and at your own risk, and you are solely responsible for determining whether the services are appropriate for you and for understanding and meeting your own tax obligations. Finik recommends that you obtain independent professional advice before using the services.

3.4 Finik aims to keep the platform running continuously. But Finik may need to perform maintenance, and things outside our control — network conditions, third-party outages — can also affect availability. Finik may modify, suspend, or discontinue any service or feature. Finik will give you reasonable notice where it can. If immediate action is needed to protect the platform, our users, or to comply with the law, Finik may act without prior notice.

3.5 Finik may set, vary, or remove limits on your use of the services — including per-transaction, daily, weekly, or monthly limits on deposits, withdrawals, swaps, or transfers, and limits on the number or value of transactions. The limits that apply may depend on your account type, your verification level, your risk profile, and applicable law. The limits that apply to you are shown on the platform. Finik may change limits at any time; where a change is not required for legal, security, or risk reasons, Finik will give you reasonable notice.

4. Client Obligations

4.1 You must only use the platform for legal purposes. Do not use it to facilitate fraud, money laundering, terrorist financing, sanctions evasion, tax evasion, market manipulation, or any other illegal activity. You are responsible for complying with the laws of every country in which you operate or are based.

4.2 Your login credentials and any other authentication details are your responsibility. You must:

• keep them confidential and not share them with anyone;
• enable multi-factor authentication; and
• tell us immediately if you suspect your account has been accessed without your permission.

You can freeze your account yourself through the app at any time. Finik will block any compromised credentials as soon as technically possible after you notify us. Finik is not responsible for losses caused by your failure to keep your credentials safe — unless the problem was our fault.

4.3 You are responsible for the accuracy of every instruction you submit — wallet addresses, amounts, asset types, and network selections. Blockchain transactions are generally irreversible once they are broadcast to the network. If you send crypto to the wrong address, it is almost certainly gone permanently. Finik may not reverse correctly executed transactions, even if you regret them immediately. If recovery is technically possible, Finik will try on a best-efforts basis, but Finik may not guarantee it — and Finik may charge a recovery fee.

4.4 In addition to complying with our Acceptable Use Policy (which forms part of this Agreement), you must not use the services to:

• transact with, send funds to, or receive funds from sanctioned individuals, sanctioned countries, darknet markets, ransomware operators, or crypto mixers used to hide the origin of funds;
• conduct transactions on behalf of a third party without disclosing that to us;
• try to get around any of our transaction limits, verification steps, or compliance controls;
• use automated bots or scripts to access the platform without our written permission;
• provide financial services that require a licence you do not hold; or
• break any applicable law — including AML laws, sanctions laws, tax laws, or consumer protection legislation.

4.5 You agree to provide any information or documents Finik reasonably asks for in connection with your account or transactions — including source of funds, purpose of transactions, and the identity of counterparties. Finik may share this information with our service providers, regulators, and competent authorities as permitted or required by law.

4.6 Finik may amend the Restricted Jurisdictions List and the Acceptable Use Policy from time to time, including with immediate effect where required for legal, regulatory, sanctions, or risk reasons. The current versions form part of this Agreement, and it is your responsibility to review them and to ensure that your use of the services complies with the versions in force at the relevant time. You are responsible for all expenses, losses, fines, and other liabilities Finik incurs as a result of your dealings with any jurisdiction on the Restricted Jurisdictions List or any activity covered by the Acceptable Use Policy, subject to Section 16.

4.7 Finik may cease to provide the services, or any part of them, in respect of a particular activity, category of activity, or jurisdiction for legal, regulatory, compliance, sanctions, or risk reasons, even where that activity is not expressly prohibited. Where Finik does so, it will give you reasonable notice when it is able to, and you must cease the relevant activity on receipt of that notice. Where Finik is required to act by a court or regulatory order, by a partner institution, or by applicable law, the change may take effect immediately and without prior notice. Finik may immediately block or reject any transaction involving a person, entity, or jurisdiction subject to sanctions or other restrictive measures, with or without prior notice to you.

5. Verification Process

5.1 Before you can open an Account or access any of the services, Finik must verify your identity and, where you apply on behalf of a business, the identity of the business and of the individuals connected to it. Identity verification is a mandatory requirement under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and its regulations, and is a core part of how Finik protects the platform, its clients, and the integrity of the financial system. No service, transaction, or withdrawal is available until verification has been successfully completed, and Finik may decline to begin, or may halt, verification at its discretion.

5.2 You agree to provide accurate, current, and complete information and documents when requested, to use only your own genuine, valid, and unexpired documents, and not to complete verification on behalf of another person. Providing false, misleading, or incomplete information may result in refusal, suspension, or closure of your Account.

5.3 Individual identity verification is carried out through Finik's identity verification provider, which acts as Finik's agent (mandataire) for that purpose under the Proceeds of Crime (Money Laundering) and Terrorist Financing Regulations. Verification includes checking a government-issued identity document, a biometric facial comparison and liveness check to confirm that you are the person shown on the document, and confirmation of your residential address. Finik remains responsible for the verification decision and for keeping the related records.

5.4 Where you apply on behalf of a business, verification additionally requires the submission of corporate documents and the completion of individual identity verification by each director and by each beneficial owner who owns or controls 25% or more of the business, together with evidence of the authority of each person acting on the business's behalf. Finik will tell you which documents are required.

5.5 As part of verification, and on an ongoing basis, Finik screens applicants and clients (and, for a business, its directors, beneficial owners, and authorised representatives) against sanctions lists, politically exposed person data, and adverse-media sources. A sanctions match or confirmed politically exposed person status may prevent Finik from opening or continuing your Account. Screening results are reviewed before an onboarding decision is made.

5.6 During onboarding you will be asked to make certain declarations, which may include a source of funds declaration, a politically exposed person self-declaration, a declaration as to United States person status, and, where applicable, a reverse-solicitation declaration.

5.7 Finik applies a risk-based approach and may apply enhanced due diligence before or after your Account is opened where the circumstances warrant it, including by requesting additional information or documentation (such as evidence of source of funds or source of wealth). If you do not provide the information Finik requests, or it does not satisfactorily address the matters identified, Finik may decline to open, or may suspend or close, your Account under Section 17.

5.8 Verification does not end when your Account is opened. Finik monitors accounts on an ongoing basis and may require you to update your information or re-verify your identity at any time, whether as part of a periodic review or in response to a specific event. If your circumstances change materially — including your name, address, tax residency, source of funds, or, for a business, its ownership structure or directors — you must notify Finik promptly, and in any event within three Business Days, and provide updated documents if requested. Failure to cooperate with a verification or re-verification request is grounds for suspension or closure of your Account under Section 17.

6. Custody of Crypto Assets

6.1 Your crypto balances are recorded on our Internal Ledger — this is the definitive record of what you own. At the infrastructure level, your crypto is actually held by our Custodian — a licensed third-party digital asset custodian. They hold the private keys; Finik records your entitlement and reconciles its ledger against the Custodian's balances continuously.

Finik does not hold the private keys to your crypto. Finik is the account operator; the Custodian is responsible for key custody. This arrangement does not reduce our obligations to you as a regulated entity — Finik remains fully responsible for your account.

6.2 Finik does not pay interest, yield, or any other return on the Crypto Assets you hold with us, and holding Crypto Assets in your Account does not entitle you to any such return, unless a specific feature offered by Finik expressly provides otherwise and you have separately accepted the terms of that feature.

6.3 Finik is not a bank or credit union. Your crypto is not covered by the Canada Deposit Insurance Corporation (CDIC), the Canadian Investor Protection Fund (CIPF), any EEA national deposit guarantee scheme, or any other deposit protection scheme. If Finik or our Custodian became insolvent, you could lose your funds and would be treated as an unsecured creditor in any insolvency proceedings. The Risk Disclosure Statement explains this in more detail.

7. Fees

7.1 The fees, charges, and spreads applicable to our services are the ones shown to you in the platform. Before you confirm any operation, the platform displays the specific fee, charge, or spread that applies to that operation, and the amount displayed to you at that point is the applicable tariff. By confirming the operation, you accept that tariff. A general fee schedule is also made available on our website at https://finik.ai and on the platform for reference; if there is any difference, the tariff shown to you in the platform at the time of the operation is the one that applies.

7.2 Fees are payable at the time of the transaction. Finik deducts them directly from your balance or from the transaction amount, in accordance with the tariff shown to you in the platform before you confirm the operation. By accepting these Terms, you authorise us to make these deductions.

7.3 All fees shown are exclusive of applicable sales taxes or VAT, which will be added where required by law. You are solely responsible for your own income and transaction taxes arising from your use of the platform. Finik does not give tax advice.

7.4 Finik may update our fees at any time. For material changes, Finik will give you at least 30 calendar days' written notice by email or in-app notification, telling you the date the new fees take effect. If there is a legal requirement, a security issue, or a fraud situation that makes it necessary, Finik may change fees faster and notify you as soon as it can. If you do not accept the new fees, you can close your account before they take effect. You will not be charged an early-exit fee for doing so.

7.5 If you owe us any amount under this Agreement — including fees, costs, or amounts due under Section 15 (Indemnification) — Finik may set off that amount against any balance Finik holds for you. Finik will tell you when Finik exercises a right of set-off, and Finik will give you prior notice where the law requires it. This right is in addition to, and does not limit, any other right or remedy Finik has.

8. Privacy and Data Protection

8.1 Finik processes your personal information in accordance with its Privacy Policy, which is available on the platform and forms part of this Agreement. By accepting these Terms, you acknowledge that Finik will process your personal information as described in the Privacy Policy, for purposes including account management, service delivery, compliance, fraud prevention, and meeting Finik's legal and regulatory obligations.

8.2 FinikPay Inc. is the data controller (and, under the law of Quebec, the person responsible) for the personal information it processes in connection with the services. The Privacy Policy sets out the categories of personal information Finik collects, how and why that information is used, the parties with whom it is shared, how long it is retained, whether and how it may be processed or stored outside your province or country of residence, and the rights available to you and how to exercise them.

8.3 You may contact Finik's Privacy Officer in relation to any privacy matter, including to exercise your rights, using the contact details set out in the Privacy Policy.

9. Communications and Notices

9.1 Finik communicates with you electronically — through the platform, by email, and through other means available on the platform. By accepting these Terms, you agree that electronic communications meet any legal requirement for written notice. You are responsible for making sure the contact details you have given us are correct and that you are checking your emails regularly.

9.2 These Terms and all services are provided in English. Finik may make other language versions available for convenience, but the English version always controls if there is a discrepancy. Quebec residents can request a French version in accordance with the Charter of the French Language.

9.3 For formal legal notices, write to us at legal@finik.ai or at our postal address in Section 23. Emails are treated as received on the Business Day they are sent, if sent before 17:00 Toronto time — otherwise, the next Business Day. Postal mail is treated as received five Business Days after posting.

10. Complaints

10.1 If you are unhappy with any part of our service, email us at complaints@finik.ai. Finik will acknowledge your complaint within five Business Days and give you a full response within 30 calendar days. If your complaint is complex and Finik needs more time, Finik will let you know and tell you when you can expect a response. Our full Complaints Handling Policy is published on the platform.

10.2 If our response does not resolve your complaint, you can escalate to:

• the Bank of Canada — our regulator under the RPAA;
• FINTRAC — for complaints about our anti-money laundering compliance;
• the Office of the Privacy Commissioner of Canada or the Commission d'accès à l'information du Québec — for privacy-related complaints;
• the Autorité des marchés financiers (Quebec) — if you are in Quebec, where applicable; or
• any other competent regulator or consumer protection authority in your jurisdiction.

Finik is not currently a member of the Ombudsman for Banking Services and Investments (OBSI). If Finik becomes registered with the CSA or CIRO for investment-related services in the future, Finik will add OBSI access and update this clause.

11. Our Service Providers

11.1 To deliver the services, Finik works with third-party service providers, including providers of digital asset custody, identity verification, blockchain and transaction analytics, sanctions, politically exposed person and adverse-media screening, and Travel Rule compliance. Finik remains responsible to you for the services it provides, subject to Section 16.

11.2 Unless you have separately entered into an agreement with one of Finik's service providers, you have no direct legal relationship with any of them, and no service provider owes you any duty under this Agreement. The categories of personal information Finik shares with its service providers are described in the Privacy Policy, and details of Finik's current service providers are available on request to Finik's Privacy Officer.

11.3 Finik maintains a Conflicts of Interest Policy covering material conflicts in its commercial arrangements. In particular:

• the digital asset custodian Finik uses also provides the exchange infrastructure through which Finik executes trades, so that the same entity is involved in both custody and pricing, which Finik manages through independent price validation and compliance oversight; and
• Finik has revenue-sharing arrangements with some of its service providers.
• Finik manages these conflicts through disclosure, separation of functions, independent cross-checks, and regular review by senior management and Finik's CAMLO.

12. Intellectual Property

12.1.1 Finik owns, or holds a valid licence to use, all intellectual property rights in and to the platform and the services, including all such rights (whether registered or unregistered, and wherever existing in the world) in the platform itself, the underlying software, source code, object code, algorithms, databases, APIs, system architecture, user interfaces, design elements, "look and feel", graphics, logos, trademarks, service marks, trade names, domain names, and all content Finik publishes or makes available, including documentation, help articles, and marketing materials. All rights not expressly granted to you under these Terms are reserved to Finik and its licensors.

12.1.2 The Finik name, the Finik logo, and all related names, marks, and devices are trademarks and trade names of FinikPay Inc. or its affiliates. You may not use, register, or attempt to register any of them, or any name, mark, or device that is identical or confusingly similar to them, without Finik's prior written consent, including in any domain name, business or trading name, social media handle, metadata, advertising, or promotional material.

12.1.3 Nothing in these Terms operates to assign or transfer any intellectual property right to you. Your use of the services does not give you any ownership interest in, or any right or licence to use (except as expressly set out in Section 12.2), any intellectual property owned or licensed by Finik.

12.2.1 Subject to your compliance with this Agreement, Finik grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the platform solely for the purpose of using the services described in these Terms, and solely for your own internal or personal use. Finik may impose reasonable conditions on, and may modify the scope of, this licence from time to time in accordance with these Terms.

12.2.2 Except to the extent that applicable law expressly permits otherwise and cannot lawfully be excluded, this licence does not allow you, and you must not (and must not permit or enable any third party to):

• copy, reproduce, modify, adapt, translate, or create derivative works of any part of the platform or the software;
• reverse-engineer, decompile, disassemble, or otherwise attempt to discover or extract the source code, structure, or underlying ideas of any part of the software;
• sell, resell, sublicense, rent, lease, lend, distribute, or otherwise make available or transfer access to the platform to any third party;
• remove, alter, obscure, or tamper with any copyright, trademark, or other proprietary notice on or in the platform;
• introduce any malicious code, or interfere with, disrupt, probe, or attempt to gain unauthorised access to the platform, its systems, or its security; or
• use the platform in any manner that exceeds the scope of the services you have subscribed to, or otherwise than as permitted by this Agreement.

12.2.3 This licence terminates automatically, and your right to access and use the platform ends, on closure of your Account (whether by you or by Finik) or on termination of this Agreement, without prejudice to any provision that survives under Section 17.6.

12.3.1 You retain ownership of the information and data that you submit to Finik through the platform. By submitting it, you grant Finik a non-exclusive, worldwide, royalty-free, and sublicensable licence (the latter solely to Finik's service providers acting on its behalf) to use, host, store, reproduce, process, and transmit that information and data for the purposes of operating your Account, providing and improving the services, ensuring the security and integrity of the platform, and meeting Finik's legal and regulatory obligations. You represent that you have all rights necessary to grant this licence.

12.3.2 Finik does not sell your personal information to third parties. Finik's collection, use, and disclosure of personal information is governed by the Privacy Policy, which sets out in full how Finik handles your personal information.

13. Confidential Information

13.1.1 "Confidential Information" means any information, in any form (whether written, oral, electronic, visual, or otherwise), that one party (the "disclosing party") discloses or makes available to the other party (the "receiving party") in connection with these Terms or the services, and which is designated as confidential, or which a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure. Confidential Information includes the existence and terms of this Agreement and any non-public information exchanged in negotiating it.

13.1.2 Finik's Confidential Information includes, without limitation, its pricing and fee structures, commercial and contractual arrangements with third parties, proprietary technology, software, source code, and know-how, its compliance and risk-management procedures, internal risk models and methodologies, security measures, business and strategic plans, and any other non-public information relating to its business, operations, or affairs.

13.1.3 Your Confidential Information includes, without limitation, your Account details, transaction history, balances, financial information, identity and verification information, and any other non-public information you provide to, or that is generated in connection with, your Account, except to the extent it constitutes personal information governed by the Privacy Policy.

13.2.1 Each party undertakes to:

• keep the other party's Confidential Information strictly confidential and protect it using at least the same degree of care it applies to its own confidential information of a similar nature, and in no event less than a reasonable degree of care;
• not use the other party's Confidential Information for any purpose other than performing its obligations or exercising its rights under these Terms; and
• disclose the other party's Confidential Information only to those of its employees, officers, contractors, professional advisers, or service providers who need to know it in order to deliver or receive the services, and only where they are bound by confidentiality obligations no less protective than those in this Section; the disclosing party remains responsible for any breach by such persons.

13.3.1 The obligations in this Section do not apply to information that the receiving party can demonstrate:

• is or becomes publicly available other than through a breach of this Section by the receiving party;
• was lawfully in the receiving party's possession before disclosure, as evidenced by records predating the disclosure;
• is independently developed by the receiving party without use of or reference to the Confidential Information; or
• is lawfully obtained from a third party who is entitled to disclose it without restriction.

13.3.2 The receiving party may disclose Confidential Information to the extent required by applicable law, by a court or tribunal of competent jurisdiction, by a regulator, or by FINTRAC. Where it is lawfully permitted to do so, the receiving party will give the disclosing party reasonable advance notice of the required disclosure and will limit the disclosure to that which is legally required.

13.4.1 Finik may disclose your Confidential Information to its service providers to the extent necessary to provide the services, and to regulators, law enforcement, and other competent authorities where required or permitted by law. You consent to such disclosure by accepting these Terms.

13.4.2 Finik may share information relating to you with other regulated financial institutions and competent bodies for the purpose of preventing, detecting, or investigating financial crime, fraud, money laundering, terrorist financing, or sanctions evasion, where permitted by applicable law and consistent with recognised information-sharing frameworks.

13.5 The obligations in this Section survive termination of this Agreement and continue for a period of five years from the date of termination, except that any obligation in respect of information that constitutes a trade secret continues for as long as that information remains a trade secret under applicable law.

14. Warranties

14.1.1 By accepting these Terms, and again each time you use the services, you represent and warrant to us that:

• You have the authority to enter into this Agreement. If you are an individual, you have full legal capacity. If you are a business, the person accepting these Terms on your behalf is duly authorised to legally bind your company.
• Accepting these Terms does not conflict with anything else. Your acceptance and performance of this Agreement does not violate any law, court order, or other agreement you are bound by.
• You are not a US Person. You are not a US citizen, US permanent resident, or a person ordinarily resident in the United States or its territories.
• You are not sanctioned. You are not named on, and are not owned or controlled by anyone named on, any sanctions list referenced in our Acceptable Use Policy.
• You are not a PEP. You are not a Politically Exposed Person — or if you are, you have disclosed this to us and Finik has accepted your application following Enhanced Due Diligence.
• Your information is accurate. All information and documents you have provided to us — during onboarding and at any time during our relationship — are accurate, complete, and not misleading.
• Your funds are clean. All crypto assets and funds you use on the platform come from lawful sources. They are not the proceeds of crime, tax evasion, corruption, or sanctions violations.
• You are using the platform for yourself. You are using the services for your own account and benefit, not on behalf of an undisclosed third party.

14.2.1 If you are a business client, you additionally represent and warrant that:

• your company is duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of formation;
• you have accurately disclosed your Beneficial Owners, directors, and Authorised Representatives to us, and none of them are sanctioned persons or undisclosed PEPs;
• your company is not a shell entity, anonymous nominee structure, or bearer-share entity;
• you have all licences, permits, and authorisations required to operate your business in the jurisdictions where you are active; and
• you are not registered or operating primarily in a jurisdiction identified by FATF as high-risk or non-cooperative, unless Finik has specifically accepted this following Enhanced Due Diligence.

14.3.1 These warranties are given at the time you accept these Terms and are repeated each time you use the services. If any warranty becomes untrue — or if you become aware of circumstances that may cause it to become untrue — you must notify us immediately and in any event within 24 hours of becoming aware.

14.3.2 A breach of any warranty in this Section is a material breach of these Terms and grounds for immediate account closure under Section 17.

14.4.1 Finik warrants that Finik will deliver the services with reasonable skill and care, and in accordance with applicable Canadian law.

14.4.2 Finik does not make any other warranties about the services, express or implied — including any implied warranty of merchantability, fitness for a particular purpose, or uninterrupted availability. The platform is provided "as is". Finik does not guarantee that the platform will be error-free, continuously available, or free from security vulnerabilities.

14.4.3 Finik does not warrant the accuracy or completeness of any market data, exchange rates, or other information displayed on the platform. You should independently verify any information before making a decision based on it.

15. Indemnification

15.1.1 You agree to indemnify, defend, and hold harmless Finik, FinikPay Inc., our parent company, affiliates, directors, officers, employees, agents, and service providers from and against any claim, loss, liability, damage, penalty, fine, cost, or expense — including reasonable legal fees — arising from or related to:

• your use of the services or the platform;
• your breach of these Terms, any applicable law, or any regulatory requirement that applies to you;
• any information or documents you have provided to us that are false, inaccurate, incomplete, or misleading;
• any act or omission of your Authorised Representatives in connection with your account;
• any claim by a third party arising from your use of the services; or
• your failure to comply with AML Laws, sanctions laws, tax laws, or any other applicable legislation.

15.2.1 If any regulatory authority, financial institution, or other body imposes a fine, penalty, sanction, or charge on Finik or any of our service providers as a direct or indirect result of your account activity, your transactions, or your breach of these Terms, you are fully liable for that amount. You must reimburse us promptly for the entire sum, plus any reasonable legal or administrative costs Finik has incurred in connection with it.

15.2.2 This obligation applies regardless of whether Finik was aware of the underlying activity at the time it occurred, and regardless of whether Finik took any action in response to it.

15.3.1 If Finik receives a claim for which you may be responsible under this Section, Finik will notify you promptly. Finik may, at our discretion, give you the opportunity to take control of the defence of the claim. In that case, you must:

• keep us informed of the progress of the claim;
• not settle the claim on terms that impose obligations or restrictions on us without our prior written consent; and
• cooperate with us and our legal advisors throughout the process.

15.3.2 Finik reserves the right to take control of the defence at any time if Finik believes your handling of the claim exposes us to additional liability or reputational risk.

16. Liability

16.1 Nothing in these Terms excludes or limits Finik's liability to the extent it cannot lawfully be excluded or limited, including liability for:

• gross negligence, wilful misconduct, or fraud on our part;
• death or personal injury caused by our negligence; or
• any liability that cannot legally be excluded or limited under applicable law, including consumer protection legislation that applies to individual clients.

16.2 Subject to Section 16.1, and to the maximum extent permitted by applicable law, Finik is not liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect, incidental, consequential, special, punitive, or exemplary loss, or for any loss of profit, loss of revenue, loss of business or opportunity, loss of anticipated savings, loss of goodwill or reputation, or loss arising from a change in the price or value of any Crypto Asset, in each case even if the loss was foreseeable or Finik had been advised of its possibility.

16.3 Subject to Section 16.1, and subject to any consumer protection law that overrides this limit for individual clients, Finik's total aggregate liability to you for all claims arising out of or in connection with this Agreement or the services in any twelve (12) month period, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the greater of:

• CAD 1,000; or
• the total fees you paid us in the 12 months before your claim first arose.

16.4 Subject to Section 16.1, Finik is not liable for any loss or damage caused by:

• blockchain network congestion, failures, forks, reorganisations, or other events affecting public blockchain infrastructure;
• acts or omissions of our service providers or banking and settlement intermediaries — except where Finik failed to take reasonable care in selecting or overseeing them;
• your own mistakes, including incorrect instructions you submitted; or
• force majeure events described in Section 18.

16.5 Unless applicable law provides otherwise, you must commence any claim arising out of or in connection with this Agreement or the services within twelve (12) months after the date on which the event giving rise to the claim first occurred; a claim not brought within that period is barred.

16.6 You acknowledge that the fees charged by Finik reflect the allocation of risk set out in this Section, and that the exclusions and limitations in this Section are a reasonable and essential basis of the agreement between you and Finik.

17. Suspension, Closure and Termination

17.1 Finik may suspend all or part of your access to the services, or freeze specific transactions, when Finik reasonably believes it is necessary to:

• comply with a law, a regulator's request, or a court order;
• investigate suspected fraud, money laundering, terrorist financing, sanctions violations, or a security incident;
• conduct AML or compliance checks;
• protect other users, the platform, or Finik itself; or
• respond to a serious breach of these Terms by you.

Finik will lift the suspension as soon as the issue that caused it has been resolved.

17.2 You can close your account at any time by giving notice through the platform or by emailing support@finik.ai. Your outstanding transactions must be settled and any outstanding fees must be paid first. Finik will return your remaining crypto to an external wallet address you provide, once compliance checks are complete.

17.3 Finik may close your account without a specific reason by giving you at least 30 calendar days' written notice.

17.4 Finik may close your account immediately by written notice if:

• you have seriously breached these Terms and have not fixed it within 10 Business Days of us asking — or if the breach cannot be fixed;
• you have become insolvent or entered into insolvency proceedings;
• Finik has reasonable grounds to believe you have used Finik to commit fraud, money laundering, terrorist financing, or sanctions violations;
• keeping your account open would put us in breach of the law or our obligations to a regulator or service provider; or
• you gave us false, misleading, or seriously incomplete information.

17.5 When your account is closed for any reason, Finik will return your remaining crypto to a wallet address you designate, after deducting any outstanding fees and completing required compliance checks. Finik may not be able to return assets where the law prevents it — for example, if assets are frozen under sanctions.

17.6 The following survive termination and continue to apply after your account is closed: our compliance obligations, liability provisions, privacy obligations, record retention requirements, governing law, and dispute resolution.

17.7 If your account shows no client-initiated activity for a continuous period of 12 months, Finik may treat it as dormant. Finik will attempt to contact you using the details Finik holds for you. If your account remains dormant and Finik is unable to reach you, Finik may apply additional verification before allowing reactivation, and Finik may close the account under Section 17.3 and return your remaining crypto in accordance with Section 17.5. Finik does not charge dormancy fees.

17.8 If Finik is notified and provided with satisfactory evidence that you have died or become legally incapacitated, Finik may suspend your account and will deal with your crypto in accordance with applicable law and valid instructions from your legal representative, executor, estate trustee, or other authorised person. Before releasing or transferring any assets, Finik will require appropriate legal documentation — such as a grant of probate, a certificate of appointment, or an equivalent document — and will complete our standard compliance checks on the person making the claim. Crypto held for a deceased or incapacitated client remains subject to this Agreement until it is transferred or the account is closed.

17.9 On closure of your Account — whether initiated by you under Section 17.2 or by us under Section 17.3 or Section 17.4 — the following procedure applies:

• Finik will cease providing the Services, and your right to access and use the Platform will end, save to the extent access is reasonably required to give effect to the wind-down;
• all amounts you owe us under this Agreement (including fees, costs, and any amounts due under Section 15) become immediately due and payable, and Finik may set them off against any balance Finik holds for you under Section 7.5;
• any open, pending, or unsettled transactions, orders, or instructions may be completed, cancelled, or unwound at our reasonable discretion, and you remain responsible for any costs or losses resulting from their completion or unwinding;
• following settlement of all outstanding amounts and completion of any required compliance and sanctions checks, Finik will return your remaining Crypto Assets to a valid External Wallet address that you designate, in accordance with Section 17.5;
• where you fail to designate a valid withdrawal address, or where return is delayed or prevented by any legal, regulatory, sanctions, or compliance requirement, Finik will retain your remaining Crypto Assets pending resolution and will deal with them only as permitted by applicable law;
• Finik will retain your personal information and transaction records for the periods required by applicable law, including the record-keeping obligations referred to in our Privacy Policy, notwithstanding closure of your Account; and
• closure of your Account does not affect any right, obligation, or liability that accrued before closure, and the provisions identified in Section 17.6 continue in effect.

18. Force Majeure

18.1 Neither party is in breach of this Agreement, and neither party is liable for any delay or failure in performing any of its obligations under this Agreement (other than an obligation to pay an amount that is due), to the extent that the delay or failure is caused by an event or circumstance beyond that party's reasonable control (a "force majeure event"). Force majeure events include, without limitation: acts of God, fire, flood, earthquake, storm, or other natural disaster; epidemic or pandemic; war, armed conflict, invasion, or hostilities; terrorism, civil unrest, or riot; act, order, restriction, or intervention of any government, regulator, or other authority; the imposition or change of sanctions or other restrictive measures; strikes or other industrial action; failure, interruption, or unavailability of telecommunications, internet, power, banking, payment, or settlement systems; failure, congestion, fork, reorganisation, or other disruption of any blockchain or network; cyberattacks, including denial-of-service attacks, hacking, or the introduction of malicious code; and the failure, suspension, insolvency, or extended outage of any service provider, custodian, or third party on which Finik relies.

18.2 A force majeure event does not relieve you of any obligation to pay amounts that are due, and does not affect any right of Finik to suspend or close your Account, or to take any compliance, security, or risk-management action, under this Agreement.

18.3 If a force majeure event affects Finik's performance, Finik will, where reasonably practicable, notify you of the event and its likely effect, and each affected party will use reasonable efforts to mitigate the effect of the event and to resume performance as soon as reasonably possible. The time for performance of the affected obligations will be extended for the duration of the force majeure event.

18.4 If a force majeure event continues for more than 60 consecutive calendar days, either party may terminate this Agreement by written notice to the other. On such termination, Sections 17.5 (return of Crypto Assets), 17.6 (survival), and 17.9 (wind-down) apply.

19. Variation of the Terms

19.1 Finik may amend these Terms, any Schedule, the applicable fees, or any other document forming part of the Agreement from time to time, including to reflect changes in its services, technology, or business practices, or to comply with legal, regulatory, or risk requirements. For any change that materially and adversely affects your rights or obligations, Finik will give you at least 30 calendar days' prior written notice by email or in-app notification, stating the nature of the change and the date on which it takes effect. Changes that do not materially and adversely affect you, or that are favourable to you, may be made on shorter or no notice.

19.2 Where a change is required to comply with a law, regulation, or regulatory direction, or to address a security, fraud, or other risk, or where immediate action is otherwise necessary, the change may take effect on shorter notice or immediately, and Finik will inform you as soon as it reasonably can.

19.3 If you continue to access or use the services on or after the date a change takes effect, you are deemed to have accepted the change. If you do not accept a change, you may close your Account under Section 17.2 before the change takes effect, without being charged any early-termination or early-exit fee. Finik records the version of these Terms and of each Schedule that you have accepted.

20. Assignment

20.1 You may not assign, transfer, novate, charge, sub-contract, or otherwise dispose of or deal with any of your rights or obligations under this Agreement, in whole or in part, without Finik's prior written consent. Any purported assignment or transfer in breach of this Section is void.

20.2 Finik may assign, transfer, novate, or otherwise deal with any or all of its rights and obligations under this Agreement, and may sub-contract or delegate the performance of any of its obligations to a third party (including a service provider), in connection with a merger, reorganisation, or the sale or transfer of all or substantially all of its business or assets, or to an affiliate, provided that your rights under this Agreement are not materially diminished as a result. You consent to any such assignment, transfer, or novation, and Finik will notify you where required by applicable law.

20.3 This Agreement binds, and operates for the benefit of, each party and its permitted successors and assigns.

21. General Provisions

21.1 This Agreement — comprising these Terms, the Schedules, the Acceptable Use Policy, the Privacy Policy, the Risk Disclosure Statement, the Restricted Jurisdictions List, and any other incorporated documents — is the entire agreement between us. It supersedes all prior agreements and understandings. Nothing said verbally forms part of this Agreement.

21.2 No failure or delay by Finik in exercising any right or remedy under this Agreement operates as a waiver of that right or remedy, and no single or partial exercise of any right or remedy prevents any further exercise of it. Any waiver must be given in writing to be effective, and a waiver applies only to the specific matter and circumstances for which it is given.

21.3 If any part of this Agreement is found to be invalid or unenforceable, that part will be modified to the minimum extent necessary or severed. The rest of the Agreement continues in full force.

21.4 Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between you and Finik. Neither party has authority to act for, bind, or incur any obligation on behalf of the other, and neither party may represent that it has such authority.

21.5 This Agreement is between you and Finik only. It does not give any rights to third parties, except where expressly stated.

21.6 In this Agreement: headings are for convenience only and do not affect interpretation; words in the singular include the plural and vice versa; the words "including", "for example", and "such as" are illustrative and do not limit what comes before them; a reference to a statute or regulation includes any amendment to or replacement of it; and a reference to a Section or Schedule is to a Section or Schedule of this Agreement unless stated otherwise. If there is any conflict between the main Terms and a Schedule, the Schedule prevails for the service it governs.

22. Governing Law and Disputes

22.1 This Agreement, and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it, its subject matter, or its formation, is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to any conflict-of-laws principles. This Section does not deprive you of the protection of any mandatory consumer-protection provisions of the law of your country or province of residence that cannot be derogated from by agreement.

22.2 Before commencing any formal proceedings, the parties will use reasonable efforts to resolve any dispute informally, including through Finik's complaints process under Section 10.

22.3 If you are an individual acting in a personal capacity, any dispute arising out of or in connection with this Agreement that is not resolved under Section 22.2 will be subject to the jurisdiction of the courts of the Province of Ontario. Nothing in this Section affects any right you may have under the mandatory consumer-protection laws of your country or province of residence to bring proceedings before, or to require proceedings to be brought before, the courts of that place.

22.4 If you are a business or are otherwise acting in a commercial capacity, any dispute arising out of or in connection with this Agreement (including Schedule B and any question regarding its existence, validity, or termination) that is not resolved under Section 22.2 will be finally resolved by binding arbitration administered by the ADR Institute of Canada (ADRIC) under its Arbitration Rules in force at the relevant time. The arbitration will be conducted by a single arbitrator, the seat (legal place) of arbitration will be Toronto, Ontario, and the language of the arbitration will be English. The arbitration, and any award, will be confidential. The award is final and binding on the parties and may be entered and enforced in any court of competent jurisdiction.

22.5 Any arbitration under Section 22.4 will be conducted on an individual basis only. To the maximum extent permitted by applicable law, the parties waive any right to bring or participate in any class, collective, or representative proceeding, and the arbitrator may not consolidate the claims of, or arbitrate any form of class or representative proceeding for, more than one party.

22.6 Nothing in this Section prevents either party from applying to a court of competent jurisdiction for interim, interlocutory, injunctive, or other emergency or conservatory relief at any time, whether before or during any arbitration, and any such application will not be treated as incompatible with, or a waiver of, the agreement to arbitrate.

23. Contact Us

Legal name	FinikPay Inc.
Province of incorporation	Ontario, Canada
Incorporated	27 July 2023
Ontario corporation number	1000608068
Business number	798814158TZ0001
FINTRAC MSB registration	C100000137
Parent group	Finik Group Limited (United Kingdom)
Address	Suite 548, 1235 Bay Street, Toronto, ON, Canada M5R 3K4
General enquiries	hi@finik.ai
Legal notices	legal@finik.ai
Privacy Officer	privacy@finik.ai
Complaints	complaints@finik.ai
Compliance	compliance@finik.ai
Phone	+1 647 277 2972

Schedule A — Wallet and Crypto Exchange

This Schedule A forms part of the Terms of Service and governs the Wallet and Crypto Exchange services provided by FinikPay Inc. ("Finik"). It activates automatically the first time you use the Wallet or the Exchange. Capitalised terms have the meaning given in the main Terms unless defined differently below. If there is a conflict between this Schedule and the main Terms, this Schedule prevails for these specific services.

A1. Definitions

A1.1 "Deposit Address" means a blockchain address generated through the platform for you to receive Crypto Assets into your Wallet.

A1.2 "External Wallet" means a blockchain wallet address outside the Finik platform, whether yours or a third party's.

A1.3 "Market Order" means an order to swap at the rate shown on the platform at the time you confirm.

A1.4 "Quote" means the non-binding indicative rate Finik displays before you confirm a Market Order, valid for the limited period shown on the platform.

A1.5 "Swap Service" means the service by which Finik converts one Crypto Asset into another for you.

A1.6 "Travel Rule Data" means the originator and beneficiary information required for virtual currency transfers at or above the applicable threshold under PCMLTFR section 124.1.

A2. Wallet

A2.1 Once your Account is open, Finik gives you access to a multi-asset crypto Wallet on the platform, through which you can hold, send, receive, and view balances in the supported Crypto Assets. The list of supported Crypto Assets is published on the platform and may change from time to time in accordance with clause A2.7.

A2.2 Your Crypto Assets are recorded on Finik's Internal Ledger, which is the authoritative record of your balance. At the infrastructure level they are held by the Custodian. The Deposit Addresses Finik generates for you are routed to a Finik master account at the Custodian, your entitlement is recorded on Finik's Internal Ledger, and Finik reconciles that Ledger against the Custodian's balances on a continuous basis.

A2.3 To deposit, you generate a Deposit Address through the platform for the specific asset and network you wish to use, and send to that address from your External Wallet. Your balance will be updated after the required number of network confirmations and once on-chain screening is complete. You must send only the asset and network that match the Deposit Address; sending the wrong asset or using the wrong network may result in permanent and unrecoverable loss, for which Finik is not liable.

A2.4 To withdraw, you enter your External Wallet address, select the correct network, and submit the request. Before processing, Finik screens the destination address for compliance and sanctions risk. Applicable network fees are displayed before you confirm. Finik may delay or decline a withdrawal that is flagged during screening.

A2.5 You are solely responsible for the accuracy of every instruction. Once a transaction is broadcast to a blockchain, it is almost always irreversible. Finik may not be able to recover Crypto Assets sent to an incorrect address or on an incompatible network. Where recovery is technically possible, Finik will attempt it on a best-efforts basis, but cannot guarantee success and may charge a recovery fee.

A2.6 From time to time a Crypto Asset you hold may be affected by a change to its underlying protocol or network, including a hard fork, chain split, renaming or migration, an airdrop, a distribution of a new or derivative token, or a similar event (each a "Network Event").

Finik is under no obligation to support, recognise, account to you for, or take any action in respect of any Network Event, or in respect of any asset, token, or right that arises from it. Finik will determine, in its sole discretion acting reasonably, whether and how to support a Network Event, including whether any resulting asset is credited to your Wallet, which network or chain Finik treats as the supported asset, and the timing of any action it takes. Finik may suspend deposits, withdrawals, swaps, or other functionality for an affected asset before, during, and after a Network Event in order to protect the platform, its clients, or the integrity of recorded balances.

Where Finik does not support an asset, token, or right arising from a Network Event, you may permanently lose access to it, and Finik is not liable for any resulting loss. If you wish to obtain an unsupported forked or airdropped asset, you may need to withdraw the underlying Crypto Asset to an External Wallet that you control before the relevant Network Event, where Finik makes that possible.

A2.7 Finik may add or remove supported Crypto Assets, or suspend support for a Crypto Asset or a particular network, at any time, including for legal, regulatory, security, liquidity, or risk reasons.

Where Finik decides to discontinue support for a Crypto Asset that you hold, Finik will, where reasonably practicable, give you advance notice and a reasonable period within which to withdraw or swap that asset. If you do not withdraw or swap the asset within the period stated, Finik may, to the extent permitted by applicable law and where reasonably practicable, convert it into another supported asset or into a stablecoin at the prevailing market rate and credit the proceeds to your Wallet, or otherwise deal with the asset as applicable law requires. Where Finik is required to discontinue support immediately by law, by a regulator, or for security reasons, it may do so without prior notice.

A2.8 Fees, charges, and spreads for the Wallet and the Swap Service are charged in accordance with Section 7 of the main Terms. The fee, charge, or spread that applies to a particular operation is displayed to you on the platform before you confirm that operation, and the amount displayed at that time is the tariff that applies.

A3. Crypto-to-Crypto Swaps

A3.1 The Swap Service allows you to exchange one supported Crypto Asset for another. Swaps are routed through the Custodian's exchange infrastructure.

A3.2 You select the assets and amount on the platform, and Finik displays a Quote showing the estimated output, the applicable fee or spread, and the period for which the Quote is valid. The Quote is not binding until you confirm the order. Once you confirm, Finik executes at the best rate available at that moment, which may differ slightly from the indicative Quote if the market has moved between display and execution. Final execution details are shown immediately after the trade.

A3.3 Swaps typically complete in near real time. Delays may be caused by market conditions, counterparty availability at the Custodian, compliance screening, or network issues outside Finik's control.

A3.4 If your swap is at or above USD 50,000 equivalent, you may use the OTC Desk under Schedule B for better pricing. Below that threshold, all swaps are executed through the standard Swap Service.

A4. Screening and Compliance

A4.1 Every deposit, withdrawal, and destination address is screened for AML and sanctions risk. If a transaction or counterparty is flagged, Finik may delay, decline, or (where technically possible) reverse it, request further information from you, and report to the relevant authorities where required.

A4.2 For virtual currency transfers at or above CAD 1,000, Finik collects and transmits Travel Rule Data to the receiving institution in accordance with PCMLTFR section 124.1. If the receiving institution cannot or will not accept this data, Finik may delay, decline, or reject the transfer.

A4.3 All swap transactions are subject to rules-based monitoring. Transactions that trigger a risk rule are escalated to Finik's CAMLO for review, which may result in a short delay, a request for further information, or a decision to decline the transaction.

A5. Risks Specific to These Services

In addition to the risks set out in the Risk Disclosure Statement:

1. Irreversibility — blockchain transactions correctly executed on your instructions cannot be reversed, even if you immediately regret them.
2. Wrong network or asset — deposits on the wrong network or in the wrong asset may be permanently unrecoverable.
3. Price volatility — Crypto Asset prices can move sharply, and the value of your holdings can fall significantly at any time.
4. Network failures — blockchain forks, protocol upgrades, or network outages can affect specific assets or your ability to transact.

A6. Incorporation of the Main Terms

The main Terms — including the provisions on compliance, complaints, liability, governing law, and dispute resolution — apply to this Schedule. Using any service covered by this Schedule means that you have accepted it.

Schedule B — OTC Desk

This Schedule B governs the Finik OTC Desk. You must accept it separately before placing any OTC Orders. The main Terms apply to this Schedule. If there is a conflict, this Schedule prevails for OTC trading. The OTC Desk is available to individual and business Accounts, and the minimum trade size is USD 50,000 equivalent.

B1. Definitions

B1.1 "OTC Order" means your request to Finik to execute an OTC Trade for a specified pair of assets and amount.

B1.2 "OTC Service" means the privately negotiated trading service described in this Schedule, executed between you and Finik (or counterparties Finik arranges) outside any public order book.

B1.3 "OTC Trade" means an executed OTC transaction, confirmed by Finik after you accept a Quote.

B1.4 "OTC Threshold" means USD 50,000 equivalent per trade, calculated when the OTC Order is placed.

B1.5 "Quote" means a firm price Finik gives you for an OTC Trade, valid for the period Finik states.

B1.6 "Settlement" means the delivery of the bought and sold Crypto Assets between your Wallet and Finik (or its designated counterparty), completing the OTC Trade.

B1.7 In providing the OTC Service, Finik acts as principal, or arranges for execution with a counterparty acting as principal, and does not act as your broker, agent, trustee, fiduciary, or adviser. Finik owes you no fiduciary or advisory duty in connection with any OTC Order, Quote, or OTC Trade, and you enter into each OTC Trade in reliance on your own judgement and assessment.

B2. Eligibility

B2.1 The OTC Desk is available to business clients (legal entities) only; individuals are not eligible. You must have completed corporate onboarding and identity verification, accepted this Schedule, and met any additional onboarding requirements Finik applies to OTC clients.

B2.2 By accepting this Schedule, you represent and confirm that:

1. you have the experience and expertise to evaluate the risks of large-volume crypto trading;
2. you understand that OTC prices are privately negotiated and will differ from prices on public exchanges;
3. you have internal authorisation to enter into OTC Trades at the sizes you will be trading, and the persons submitting OTC Orders on your behalf are authorised to bind your company;
4. you have assessed whether the OTC Service is appropriate for your needs; and
5. you are not relying on Finik for investment, legal, tax, or accounting advice.

B2.3 Finik does not accept OTC Orders below the OTC Threshold. For smaller trades, you should use the standard Swap Service under Schedule A.

B3. Placing an OTC Order

B3.1 OTC Orders may be submitted through the platform, by email to the dedicated OTC desk address Finik provides at onboarding, or through any other secure channel Finik has agreed in writing. Finik does not accept verbal orders.

B3.2 Each OTC Order must specify, at a minimum:

1. the asset you are selling;
2. the asset you are buying;
3. the amount, in either the selling or the buying asset;
4. any conditions, such as a target price range or time validity; and
5. the name and authority of the person submitting the order on your behalf.

B3.3 Finik is entitled to assume that any person identifying themselves as your authorised representative, using credentials you have provided, is authorised to place OTC Orders on your behalf, and your company is bound by all orders placed in this way.

B3.4 Finik may record, monitor, and retain communications with you relating to the OTC Service, including telephone calls, emails, chat, and platform messages, and you consent to such recording, monitoring, and retention. Finik may use these records for compliance, record-keeping, quality and training, dispute-resolution, and regulatory purposes, and may rely on them as evidence of OTC Orders, Quotes, and OTC Trades.

B4. Quotes and Execution

B4.1 After Finik receives your OTC Order, Finik will respond with a Quote stating the price, the validity period, and any conditions. Quotes are firm during their stated validity window unless Finik indicates otherwise.

B4.2 You may accept the Quote within its validity period. Acceptance is a binding commitment, and once you have accepted, the OTC Trade cannot be cancelled by you without Finik's agreement.

B4.3 Finik's spread or markup is included in the Quote and is not listed as a separate line item. OTC prices are privately negotiated and will differ from prices on public exchanges; this is the nature of OTC trading.

B4.4 Finik may decline to provide a Quote, or refuse to enter into an OTC Trade, at its discretion, including where market conditions, counterparty availability, compliance requirements, or its risk policy do not permit it.

B4.5 As soon as reasonably practicable after an OTC Trade is executed, Finik will make available to you a trade confirmation setting out the material terms of the OTC Trade, including the assets bought and sold, the respective amounts, the agreed price or rate, the time of execution, and the settlement details. Each trade confirmation is conclusive evidence of the terms of the OTC Trade to which it relates, in the absence of manifest error. You must review each trade confirmation promptly and notify Finik of any error or discrepancy within one Business Day after it is made available to you; if you do not, the trade confirmation is deemed to have been accepted by you.

B5. Settlement

B5.1 OTC Trades are settled against your existing Wallet balance. Before placing an OTC Order, you must ensure that you hold a sufficient balance of the selling asset in your Wallet.

B5.2 Once you accept a Quote, Finik debits the sold asset from your Wallet and credits the bought asset, in each case on Finik's Internal Ledger. Settlement normally occurs on the same Business Day.

B5.3 This Schedule covers crypto-to-crypto OTC Trades only.

B5.4 If, after accepting a Quote, your Wallet balance is insufficient or you fail to perform for any other reason, Finik may:

1. cancel the OTC Trade and notify you promptly;
2. close out the trade at the prevailing market price and recover from you the difference between the agreed price and the close-out price, together with any reasonable costs; or
3. suspend your access to the OTC Desk.

You are liable for any losses Finik incurs as a result of your failure to deliver.

B6. Confidentiality

OTC Orders, Quotes, and OTC Trades are confidential between you and Finik. Neither party may disclose them without the other's prior written consent, except to professional advisers under confidentiality obligations, or where required by law or for regulatory reporting.

B7. Compliance

All OTC Orders are subject to Finik's standard compliance and on-chain screening. As most OTC Trades exceed FINTRAC reporting thresholds, Finik will require certain information from you for its regulatory reports.

B8. Fees

Finik's fee or markup is included in the Quote and is not itemised separately. Any applicable fees are shown to you on the platform (or in the Quote) before execution, and the information displayed to you at that point is the tariff that applies.

B9. Risks Specific to OTC Trading

In addition to the risks set out in the Risk Disclosure Statement:

1. OTC prices are privately negotiated, and you may not obtain the best available market rate.
2. Once you accept a Quote, the OTC Trade is binding and you cannot cancel it unilaterally.
3. Large trades may have market impact built into the pricing.
4. Settlement may be delayed by counterparty availability, network conditions, or compliance review.
5. Failing to deliver the selling asset exposes you to close-out costs and losses.

B10. Suspending or Closing OTC Access

Finik may suspend your access to the OTC Desk, or cease to offer it to you, for any reason set out in the main Terms or where you have materially breached this Schedule. Termination of OTC access does not affect any OTC Trade entered into before termination.

B11. Incorporation of the Main Terms

The main Terms apply to this Schedule. Submitting an OTC Order means that you have accepted this Schedule.