Terms and Conditions

This Main Customer Agreement (the “Main Agreement”) is entered into between you (hereinafter referred to as the “Customer”, “you” or “your”) and Layer 2 Financial Inc. (the “Layer2”) with respect to your use of Layer2 services (collectively, the “Services”), which includes the provision of payment and account services, as more fully described in Article III of these Terms, and access to the Platform, as defined in Schedule A (Definitions). To the extent that your use of the Services requires access to the Payment Services or the Account Services, as such terms are defined in Schedule A (Definitions), you will be required to accept the applicable terms and conditions relating to those services.

PLEASE REVIEW THE TERMS AND CONDITIONS OF THIS MAIN AGREEMENT CAREFULLY AS THEY GOVERN YOUR USE OF THE SERVICES. LAYER2’S EXPOSURE TO LIABILITY UNDER THIS MAIN AGREEMENT IS LIMITED AND YOUR ABILITY TO COMMENCE ACTION AGAINST LAYER2 IS SUBJECT TO RESTRICTIONS.

By clicking on “I Agree” to accept the Main Agreement, you are agreeing that you have read, understood and accept all of the terms and conditions set out in this Main Agreement and you acknowledge and agree that these terms and conditions will apply to your use of the Services.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the Parties hereby agree as follows:

ARTICLE I.

INTERPRETATION

Section I.1 Defined Terms. All capitalized and undefined terms herein shall have the meaning ascribed thereto in Schedule A (Definitions).

Section I.2 Parties. Any reference to a “Party” herein means you or Layer2, as the case may be, and a reference to the “Parties” means both you and Layer2.

Section I.3 Gender. In this Main Agreement, the masculine gender includes the feminine and neuter genders, the singular number includes the plural number, and vice versa, and the use of “including” and “include” means including without limitation.

ARTICLE II.

ELIGIBILITY AND RESTRICTION ON SERVICES

Section II.1 Eligibility. The Services are only available to a Customer that is: (a) a business validly subsisting and its country of incorporation, and for the purposes of the foregoing, a business includes corporations, partnerships, joint ventures, sole proprietorships, non-profit organizations, and any other entity commonly used to carry on business in the particular jurisdiction; or (b) a natural person not resident in the United States, Canada, the European Union and the United Kingdom, provided that such person has reached the age of majority in the jurisdiction in which they reside, is legally permitted to enter into contracts, and has the legal capacity to do so; and the Customer is acting on its own behalf, in its capacity as a principal, and not on behalf of any other person or entity, unless prior written approval has been provided by Layer2, in its sole discretion.

Section II.2 Restrictions. The Customer may not, and may not enable, directly or indirectly, a third-party to:

(a) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public Laye2 systems, programs, data, or services;

(b) act as service bureau or pass-through agent for the Services with no added value to Customers;

(d) use the Services to engage in any activity that is illegal, fraudulent, deceptive or harmful;

(e) perform or attempt to perform any action that interferes with the normal operation of the Services or the Platform or affects other Layer2 users’ use of the Services or the Platform;

(f) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services or the Platform except as expressly permitted by Layer2.

Section II.3

Acknowledgement and Agreement. In entering into this Main Agreement, the Customer acknowledges the foregoing and represents and warrants that it complies and will comply at al times relevant hereto, with the eligibility criteria set out in Section 2.01 and the restrictions set out in Section 2.02.

ARTICLE III.

SERVICES AND TERMS.

Section III.1 Services. Layer2, directly or indirectly through one or more of its Affiliates or Third-Party Service Providers, will provide the Services to the Customer in accordance with the terms and conditions contained in this Main Agreement.

Section III.2 Provision of a Payment Services and Account Services Platform. Throughout the Term, Layer2 shall host, maintain, service and support the Platform, in its current form or in any future form deemed appropriate by Layer2, in its sole discretion, and shall provide Customer with access and use of the Platform in order to facilitate the Payment Services and the Account Services contemplated hereunder, as applicable, and the use of the Payment Services and Account Services shall be governed by the terms and conditions of Schedule C (Payment Terms) and Schedule D (Account Terms), respectively.

Section III.3 Specific Payment Services. Certain Services shall be governed by terms and conditions specific to those Services. Where a particular Service is governed by specific terms and conditions, such terms and conditions are set out in Schedule C (Payment Terms) hereto. Where a particular Service is not described in Schedule C (Payment Terms), such Service shall be governed by the terms and conditions contained in this Main Agreement.

Section III.4 Priority, Specific Over General. Notwithstanding Section 18.10 , where a particular Service delivered by Layer2 is described in Schedule C (Payment Terms) and the terms and conditions described in Schedule C (Payment Terms) relating to such Service conflict with the terms and conditions set out in this Main Agreement, the terms and conditions described in Schedule C (Payment Terms) relating to that Service shall prevail, provided, however, that all other terms of this Main Agreement shall continue apply to all Services not specifically described in Schedule C

(Payment Terms).

Section III.5 Acceptance of Terms. By accessing or using a Service described in Schedule C (Payment Terms), the Customer agrees to comply with the applicable terms described therein.

Section III.6 Updates to Terms via Platform. Layer2 may, from time to time, update some or all of the terms contained in this Main Agreement or in Schedule C (Payment Terms) and such updates may be announced and implemented through the Platform. The Customer will be required to accept these terms and conditions prior to using the Platform or any related Services. In the event that the terms and conditions relating to a specific Service are updated through the Platform, those terms and conditions shall prevail over the terms and conditions described in this Main Agreement or in Schedule C (Payment Terms), as the case may be.

Section III.7 Service Modifications and Updates. Layer2 may modify the Services and the Platform at any time, including adding or removing functionality or imposing conditions on use of the Services.

Layer2 may notify Customer of material adverse changes in, deprecations to, or removal of functionality from, Services or the Platform. Layer2 is not obligated to make any modifications to the Services or the Platform, nor is it obligated to notify the Customer of any such modifications, and Layer2 will not be liable for any damages or losses suffered by the Customer as a result of any modification or non-modification to the Platform or lack of notice given to the Customer. Notwithstanding the foregoing, if Layer2 makes a modification to the Platform and such modification requires the Customer install an update, Layer2 shall provide a notice to the Customer indicating the deadline for the Customer to install the update, and the Customer shall fully install the update on or before the date that set out in the notice.

Section III.8 Subcontracting. Layer2 may subcontract some or all of its obligations under this Main Agreement to third parties, including any Third-Party Service Provider.

Section III.9 Services Dependent on Jurisdiction. Certain features or updates may be released in different jurisdictions at different times. The timing for these differing release dates may be due to regulation, business limitations, or no reason whatsoever. Layer2 will not be liable for any damages or losses suffered by a Customer for not releasing a feature or update to the particular Customer for any reason.

Section III.10 Beta Release. From time to time, Layer2 may release certain updates to the Platform in beta (i.e. test format) (a “Beta Release”), which may include a particular release or feature. By their nature, a Beta Release may be feature-incomplete or contain bugs. With respect to a Beta

Release:

(a) Layer2 may describe limitations that exist within a Beta Release, but Layer2 makes no representations that such description represents all the limitations or risks associated with the use of the Beta Release and will not be liable for any damages or losses suffered by a Customer that relies on such Beta Release description of limitations or risks;

(b) Layer2 will not be liable for any damages or losses suffered by a Customer that uses a feature or release that is still designated as a Beta Release, regardless of whether such feature or release has already been deployed in another jurisdiction as a live release;

(c) no Customer should use any Beta Release in a production environment until and unless the Customer understands and accepts the limitations and flaws that may be present in the Beta Release;

(d) unless the parties agree otherwise, the Customer’s use of Beta Release is and shall remain confidential;

(e) where the Customer chooses to participate in the testing of a Beta Release, they shall provide timely and thoughtful feedback on the Beta Release in response to Layer2 requests;

(f) the Customer acknowledges that Layer2 may incorporate the feedback into the Beta Release, and the Customer hereby acknowledges that Layer2 is the sole owner of the any improvements made to the Beta Release based on the Customer feedback; and

(g) Layer2 may suspend or terminate the Customer’s access to any Beta Release at any time, including for failure to deliver timely and thoughtful feedback upon request.

Section III.11 Support. Layer2 will provide the Customer with support to resolve general issues relating to the

Services through resources and documentation that Layer2 makes available on the Platform or

via specific support channel assigned to Customer. The Customer may contact Layer2 support at

[email protected].

Section III.12 As Is and As Available. Layer2 provides the Services and Layer2 Technology “AS IS” and “AS

AVAILABLE”. Except as expressly stated as a “warranty” in this Main Agreement, and to the

maximum extent permitted by Applicable Law, Layer2 does not make any, and expressly

disclaims all, express and implied warranties and statutory guarantees with respect to its

performance under this Main Agreement, Schedule C (Payment Terms), the Services or the

Platform, including as related to availability, the implied warranties of fitness for a particular

purpose, merchantability and non-infringement, and the implied warranties arising out of any

course of dealing, course of performance or usage in trade. Neither Layer2 nor its Affiliates are

or will be liable for any losses, damages, or costs that the Customer or others may suffer arising

out of or relating to hacking, tampering, or other unauthorized access or use of the Services, the

Customer’s Account or the Customer’s failure to use or implement anti-fraud or data security

measures.

Section III.13 Limitation of Liability. Neither Layer2 nor its Affiliates shall be liable for any losses, damages, or

costs that the Customer or others may suffer arising out of or relating to:

(a) the Customer’s access to, or use of, the Services in a way that is inconsistent with this Main

Agreement;

(b) unauthorized access to servers or infrastructure, or to any data owned or used by Layer2 in

providing the Services or the Platform;

(d) bugs, viruses, or other harmful code that may be transmitted to or through the Service;

(e) errors, inaccuracies, omissions or losses in or to any data owned or used by Layer2 in

providing the Services or the Platform;

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(f) content; or

(g) the defamatory, offensive, or illegal conduct of others.

ARTICLE IV.

TERM

Section IV.1 Term. This Main Agreement shall take effect on the Effective Date and shall have an initial term

of [2] years (the “Initial Term”) unless otherwise terminated by either Party in accordance with

the terms of this Main Agreement.

Section IV.2 Automatic Renewal. This Main Agreement shall automatically renew itself upon the expiry of

the Initial Term for an additional period of 1 year and shall automatically renew itself for

additional 1-year terms, until terminated in accordance with Article V hereof.

ARTICLE V.

TERMINATION AND SUSPENSION

Section V.1 Termination or Amendment of the Payment Services. Without limiting its other rights under

this Main Agreement or otherwise, Layer2 reserves the right to modify, suspend or discontinue

all or part of the Payment Services at any time, with or without notice, for any of the following

reasons:

(a) regulatory changes, including interpretive changes or changes to Layer2’s understanding of

regulation,

(b) technical or technology changes, which could include technology rendering the Services

obsolete or, in the alternative, difficult to deliver, or

or more Third-Party Service Providers.

Section V.2 Termination. Either party may terminate this Main Agreement for any reason by giving written

notice not less than 20 Business Days before the effective date of the termination, provided,

however, that the provisions of this Main Agreement shall continue to apply until the end of the

notice period.

Section V.3 Obligations of the Parties on Termination. In the event that this Main Agreement is terminated

by either Party providing the required written notice (each, a “Termination Notice”) in

accordance with the terms of this Article V :

(a) Layer2 shall complete all Payment Transactions authorized by the Customer prior to the

issuance of the Termination Notice;

(b) The Customer shall be obligated to pay all Fees associated with any Payment Transactions

completed by Layer2 in accordance with Section 5.03(a) ; and

funds held by Layer2, less any Fees owing by the Customer to Layer2, to the Customer

within 10 Business Days of the completion of the Payment Transactions described in

Section 5.03(a) , provided that the Customer has a provided a valid account or digital wallet

address to which the funds can be sent.

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Section V.4 Suspension. Layer2 may immediately suspend the provision of any or all Services to Customer,

including suspension of the Customer’s access to the Platform, if:

(a) Layer2 believes that the Customer’s use of the Services or Platform violates any Applicable

Law or Governmental Authority requirement;

(b) Layer2 believes that the failure to suspend the provision of any or all Services to the

Customer may result in a violation of any Applicable Law or Governmental Authority

requirement;

so;

(d) the Customer does not update in a timely manner the Customer’s implementation of the

Services or the Platform to the latest production version Layer2 recommends or requires;

(e) the Customer does not respond in a timely manner to Layer2’s requests for information,

including Customer Information, user information, or any other information deemed

relevant by Layer2, in Layer2’s sole discretion. Failure to provide Layer2 with adequate

time to verify and process updated information shall be deemed to be a failure to respond

in a timely manner to Layer2 requests for information;

(f) the Customer breaches this Main Agreement or any other agreement between the Parties;

(g) the Customer enters into an insolvency proceeding, which includes but is not limited to,

bankruptcy, reorganization, receivership, or liquidation;

(h) Layer2 believes that the Customer is engaged in a business, trading practice or other

activity that presents an unacceptable risk to Layer2, in Layer2’s sole discretion; or

(i) Layer2 believes, in its sole discretion, that the Customer’s use of the Services:

(i) is or may be harmful to Layer2 or any third party,

(ii) presents an unacceptable level of credit risk,

(iii) increases, or may increase, the rate of fraud that Layer2 observes,

(iv) degrades, or may degrade, the security, stability or reliability of the Services, the

Platform or any third party’s system (e.g., the Customer’s involvement in a

distributed denial of service attack),

(v) enables or facilitates, or may enable or facilitate, illegal or Prohibited Transactions, as

defined in Section 6.01 below, or

(vi) is or may be unlawful.

ARTICLE VI.

PROHIBITED TRANSACTIONS

Section VI.1 Prohibited Transactions. Certain types of Payments are considered to be prohibited

transactions (“Prohibited Transactions”), and the Payment Services may not be used for the

purpose of, or in connection with, any such Prohibited Transactions. A current list of Prohibited

Transactions can be found at https://legal.layer2financial.com/legal/prohibitedbusinesses/

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Section VI.2 Representation and Warranties. The Customer represents and warrants that the Customer shall

not use the Services to complete any Prohibited Transactions.

Section VI.3 Acknowledgement. The Customer acknowledges and agrees that Layer2 may, in its sole

discretion:

(a) refuse to process any transaction as a result of a determination that the transaction would

be a Prohibited Transaction;

(b) suspend the use of some or all of the Services or the Platform by the Customer;

(d) take any other action that Layer2 deems appropriate in the circumstances.

ARTICLE VII.

CUSTOMER RESPONSIBILITIES

Section I.1 General Responsibilities. The Customer agrees that it is independently responsible for:

(a) complying with all Applicable Laws in all activities related to the use of the Services,

regardless of the purpose of the use, and

(b) not completing or attempting to complete any Prohibited Transactions,

Section VII.2 Specific Responsibilities. In order to facilitate the provision of the Services by Layer2, the

Customer shall comply with each of the following:

(a) Due Diligence and Operating Procedures. The Customer shall:

(i) provide all information required by Layer2, including, but not but limited to, for

purposes of account acceptance, onboarding process, compliance with the Bank

Secrecy Act, and all Applicable Laws relating to AML, KYC, KYB, counter-terrorist

financing, sanctions screening requirements, or any other legal obligations, in each

case, as determined by Layer2, or its suppliers, in its sole discretion,

(ii) complete reasonable due diligence on each Recipient before submitting a Payment

Transaction Request, including conducting an inquiry into the use of funds,

(iii) to the extent that the following are not expressly provided for elsewhere in this Main

Agreement, respond to requests for information in a prompt and timely manner,

where such requests are reasonably made by or on behalf of Layer2 to enable Layer2

to comply with its obligations under this Main Agreement,

(iv) respond to and provide documentation, data and other information as Layer2

reasonably requests in order for Layer2 to perform its obligations under this Main

Agreement, and

(v) in order to process transactions initiated by the Customer, Layer2 may be required by

Applicable Law or good industry practice to perform its own due diligence on the

Customer or the Recipient. Accordingly, and in addition to the foregoing, Layer2 may

request, and the Customer shall provide, all due diligence information reasonably

requested by Layer2.

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(b) Security and Fraud Policy. The Customer shall comply with all of Layer2’s Security and

Fraud Policies, as amended from time to time. The Customer shall comply with any changes

within a commercially reasonable time from when the Customer receives notice of an

amendment to a policy, and in any event, not later than 90 days from the date of such

notice.

credentials (collectively, the “Credentials”) that enable the Customer to access the Platform

or any other system of Layer2 shall be kept confidential and protected from unauthorised

access or use. The Customer shall be solely responsible for all actions taken using the

Credentials. The Customer shall notify Layer2 immediately if it becomes aware of the loss,

compromise or unauthorised use of the Credentials.

(d) Records. Layer2 may, in its sole discretion, acting reasonably and in accordance with

Applicable Law, maintain records relating to all Payment Transactions and all Recipients

connected with those transactions under this Main Agreement and such records may

include copies of all relevant due diligence documents and data secured by Layer2,

including KYC, KYB and AML documents, whether in hardcopy, electronic or other medium.

ARTICLE VIII.

FEES

Section VIII.1 Fees. The Fees payable hereunder shall be in accordance with the terms set out in the Integrator

Services Agreement. The Customer shall pay the Integrator the amounts set out in the

Integrator-Customer Agreement and the Integrator shall remit the Fees to Layer2. In the event

that the fees payable by the Customer with respect to the Services to be delivered hereunder

have not been agreed to, in writing, on or before the date first above written, or are not in

accordance with the terms contained in the Integrator Services Agreement for any reason,

Layer2’s standard fees shall apply, as posted on the Platform.

Section VIII.2 Obligation to Pay. Notwithstanding anything else contained herein, the Customer shall be

obligated to pay, and shall pay, all Fees owing to Layer2 under this Main Agreement. In the

event that the Integrator does not remit any amount of the Fees to Layer2 for any reason,

Layer2 shall deliver a notice to the Customer of all Fees owing by the Customer to Layer2 and

the Customer shall immediately pay, without protest, all outstanding Fees described in the

notice.

Section VIII.3 Revision of Fees. Layer2 may revise the Fees at any time. If Layer2 revises the Fees for a Service

that Customer is currently using, Layer2 will notify the Customer or the Integrator, as the case

may be, at least 30 days before the revised Fees apply.

Section VIII.4 Customer Costs. The Customer shall be responsible for and bear all costs incurred by it in the

implementation, integration and use of the Payment Services including, without limitation,

compliance with the requirements of the Customer’s Responsibilities.

Section VIII.5 Fees Non-Refundable. Fees payable under this Main Agreement are non-refundable, except to

the extent that a Payment Transaction is cancelled by the Customer prior to the commencement

of the processing of the Payment Transaction by Layer2.

Section VIII.6 Unpaid Accounts. Layer2 shall have the right and authority, in its sole discretion, acting

reasonably, to liquidate any and all assets in the Customer’s Account or accounts to cover any

unpaid fees and expenses.

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Section VIII.7 Tax Not Included in Fees. Layer2’s Fees exclude all Tax. Customer shall be solely responsible

and liable for:

(a) determining which, if any, Tax or fees apply to the transactions undertaken by the

Customer on the Platform or through the Services; and

(b) assessing, collecting, reporting and remitting Tax owing in respect of any Services received

by the Customer.

Section VIII.8 Withholding Tax. If Layer2 determines that it is required to withhold amounts in respect of Tax

owing by the Customer, such determination to be made in Layer2’s sole discretion, Layer2 may

deduct such required withholding amounts (the “Withholding Amount”) from amounts

otherwise owed to Customer and pay the Withholding Amount to the appropriate

Governmental Authority. If Customer is exempt from paying Tax on the particular transaction, or

is otherwise eligible to have a reduced withholding rate in respect of the particular transaction,

the Customer may provide to Layer2 an original certificate, issued by the appropriate

Governmental Authority, that satisfies applicable legal requirements attesting to the Tax-

exempt status of the Customer or the transaction, or the reduced rate of applicable to the

Withholding Amount, in which case Layer2, if satisfied, in its sole discretion, will reduce the

Withholding Amount in accordance with the certificate or Layer2’s understanding of the

applicable facts. Customer must provide accurate information regarding its Tax affairs as Layer2

reasonably requests and must promptly notify Layer2 if any information in Layer2’s possession is

inaccurate or incomplete. Layer2 may send documents to the Customer and Governmental

Authorities for transactions processed using the Services. Specifically, Applicable Law may

require Layer2 to file periodic informational returns with Governmental Authorities related to

the Customer’s use of the Services. Layer2 may send Tax-related information electronically to

Customer.

ARTICLE IX.

REPRESENTATIONS AND WARRANTIES

Section I.2 Mutual Representations of the Parties. Each Party represents, warrants and undertakes that:

(a) it has full capacity and authority to enter into and to perform this Main Agreement;

(b) this Main Agreement is executed by a duly authorised representative of that Party;

(d) there are no actions, suits or proceedings or regulatory investigations pending or, to that

Party’s knowledge, threatened against or affecting that Party before any court or

administrative body or arbitration tribunal that might affect the ability of that Party to meet

and carry out its obligations under this Main Agreement;

(e) it has and shall maintain at all times during the Term, commercially reasonable insurance

policies applicable to its obligations in this Main Agreement; and

(f) once duly executed, this Main Agreement will constitute that Party’s legal, valid and binding

obligations.

Section IX.2 Representations and Warranties of the Customer. In receiving the Payment Services, the

Customer further represents, warrants and undertakes that:

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(a) it Is acting on its own behalf and not for the benefit of any other Person;

(b) it shall comply with all of the Customer’s Responsibilities described in this Main Agreement;

industries or prohibited customers under Applicable Laws;

(d) all information provided to Layer2 as part of any onboarding, integration, transactions and

customer data, payment data requirements, security and fraud policies, records, audit, KYC,

KYB, AML, or other identification, screening or validation activity under this Main

Agreement is complete and accurate or will be complete and accurate within 5 Business

Days of the Effective Date; and

(e) the Customer has all appropriate licenses in their respective countries of operation.

Section IX.3 Acknowledgements and Authorizations of the Customer. The Customer acknowledges that

Layer2 is required by law to carry out all necessary security and customer due diligence checks

on all parties involved in a Payment Transaction, including the Customer and the Recipient, and

may be required to disclose such information to Layer2 Parties in order to complete a Payment

Transaction, and consequently the Customer:

(a) agrees to comply with any request for further information made by Layer2 and to provide

such information in a format acceptable to Layer2;

(b) agrees and authorizes Layer2 to make, directly or through any third-party, any inquiries

Layer2 considers necessary to validate the information provided to Layer2, including

checking commercial databases or credit reports. The Customer further authorizes Layer2

to take such steps as it deems necessary to comply with its legal obligations, from time to

time; and

Customer Information to third-parties about the Customer’s Account or the details of the

Payment Transactions, which may include Confidential Information, and, notwithstanding

anything to the contrary contained in this Main Agreement, the Customer authorizes

Layer2 to disclose such information to such third-parties:

(i) where the disclosure is necessary for completing the Payment Transaction,

(ii) in order to verify the existence and condition of the Customer’s Account for a third-

party, such as a credit bureau or merchant,

(iii) in order to comply with a Governmental Authority or a court of law, or

(iv) where the Customer has provided Layer2 with written authorization to do so.

ARTICLE X.

DIPUTE RESOLUTION

Section X.1 Dispute Procedure. In the event of any dispute, potential claim, question, or disagreement

arising from or relating to this Main Agreement or the breach thereof (collectively, a “Dispute”),

the Parties shall undergo the following dispute resolution procedure in the order set out below:

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(a) first, the aggrieved Party shall notify the other Party, in writing within 5 Business Days of

becoming aware of the issue giving rise to the Dispute, of the specific terms of the Dispute

and its intent to address and resolve the Dispute (a “Dispute Notice”);

(b) second, the Parties shall use commercially reasonable efforts to promptly settle the

Dispute, including executives of each Party meeting in person, and negotiating with each

other in good faith;

Dispute within 20 Business Days of the Dispute Notice (the “Negotiation Deadline”), then,

unless the Parties agree to an extension in writing, the Parties shall confidentially mediate

the Dispute in good faith with an arm’s length third-party mediator in Ontario, Canada, or

such other location agreed to by the Parties, with the objective of resolving the Dispute

within 20 Business Days of the Negotiation Deadline (the “Mediation Deadline”); and

(d) fourth, if the Parties do not resolve the Dispute by the Mediation Deadline, the Dispute

shall be finally settled by binding arbitration administered by an arm’s length licensed

arbitrator or such other qualified arbitrator as agreed to by the Parties, in Ontario, Canada,

or such other location agreed to by the Parties, on the terms and within the timelines

determined by the arbitrator and any decision issued by the arbitrator shall be in writing

and shall provide an explanation for all conclusions of law and fact.

Section X.2 Costs. Each Party shall be responsible for their own costs in respect of a Dispute resolved in

accordance with Section 10.01(a) , (b) or (c) , provided however that, the arbitrator in Section

10.01(d) may award the prevailing Party on each claim or defence, if any, as determined in the

arbitrator’s sole discretion, some or all of its costs and such costs may include all reasonable pre-

award expenses incurred by the prevailing Party, including arbitration fees, administration fees,

out-of-pocket expenses and reasonable legal fees.

Section X.3 No Court Proceedings. Subject to Section 10.04 , the Parties agree that the foregoing dispute

resolution process described in this Article X is the entire procedure for resolving a Dispute

between the Parties relating to this Main Agreement.

Section X.4 Exception for Protection of Confidential Information. Notwithstanding the foregoing, the

Parties agree that monetary damages would be inadequate compensation to an aggrieved Party

in the event that one Party breaches the confidentiality provisions of this Main Agreement and

that any such violation or threatened violation would cause irreparable injury to the other Party.

In order to protect the Confidential Information of a Party, that Party may, in addition to any

other remedies that may be available, in law, in equity or otherwise seek injunctive in relief in

the Ontario courts against the threatened breach or continued breach by the other Party,

without the necessity of proving actual damages.

ARTICLE XI.

INTELLECTUAL PROPERTY, CONSUMER DATA AND CONFIDENTIALITY

Section XI.1 Confidential Information. Except to the extent set out in Section 11.02 or where disclosure is

expressly permitted elsewhere in this Main Agreement, each Party shall:

(a) treat the other Party’s Confidential Information as confidential; and

(b) not disclose the other Party’s Confidential Information to any other person without the

disclosing Party’s prior written consent.

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Section XI.2 Limitations to Confidentiality. Section 11.01 shall not apply to the extent that:

(a) such information was in the possession of the Party making the disclosure, without

obligation of confidentiality, prior to its disclosure; or

(b) such information was obtained from a third-party without obligation of confidentiality; or

through a breach of this Main Agreement; or

(d) such information was independently developed without access to the other Party’s

Confidential Information.

Section XI.3 Intellectual Property Rights. Neither Party to this Main Agreement shall acquire any right, title

or interest in or to the Intellectual Property Rights of the other Party or its Affiliates.

Section XI.4 Layer2’s Intellectual Property. All marks and logos related to the Payment Services are either

trademarks or registered trademarks of Layer2 or its licensors and all page headers, custom

graphics, button icons and scripts belong to Layer2 (collectively, “Layer2’s IP”) and the Customer

may not copy, imitate or use, without prior written consent of Layer2, in its sole discretion.

Section XI.5 Use of Layer2’s IP. In the event that Layer2 grants to a Customer the right to copy, imitate or

use Layer2’s IP, such right shall be governed by the terms of the grant of rights, but in any event,

the Customer shall not:

(a) use Layer2’s IP in a manner that is disparaging to Layer2; and

(b) display Layer2’s IP in any manner that implies Layer2’s sponsorship or endorsement;

and the Customer acknowledges and agrees that any and all technology, intellectual property or

content created or derived from the right granted by Layer2 shall be Layer2’s exclusive property

or that of its licensors.

ARTICLE XII.

FORCE MAJEURE

Section XII.1 No Liability for Force Majeure. A Party shall not be liable for any failure, delay or non-

performance of its obligations under this Main Agreement to the extent that such delay or non-

performance is due to a Force Majeure Event, provided that such Party uses commercially

reasonable efforts to resume performance as soon as reasonably practicable.

Section XII.2 Notice. In the event of a failure, delay or non-performance of obligations by a Party, that party

shall notify the other Party of the Force Majeure Event within 5 Business Days of becoming

aware of the Force Majeure Event.

Section XII.3 Termination of Agreement. In the event that a Force Majeure Event precludes a Party from

performing their obligations under this Main Agreement for a period of 20 Business Days, the

other Party shall have the right to terminate this Main Agreement without penalty upon 5

Business Days’ prior written notice to the other Party.

ARTICLE XIII.

LIMITATIONS OF LIABILITY

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Section XIII.1 Interpretation. References to liability in this Article XIII apply to every liability arising under or in

connection with this Main Agreement, including liability in contract, tort (including negligence),

misrepresentation, restitution or otherwise.

Section XIII.2 No Liability for Third-Parties. The Parties acknowledge and agree that Layer2 shall not be liable

for any acts or omissions of any third parties, including but not limited to banks, non-bank

financial institutions, gateway and or payment processors, Intermediaries or Third-Party Service

Providers involved directly or indirectly in the provision of the Services.

Section XIII.3 Customer Liable for All Authorized Payment Transactions through the Platform. The Customer

is liable for any Payment Transactions authorized by the Customer or its representatives, or

initiated by the Customer or its representatives, on the Platform, including any Payment

Transactions initiated by any Person through the Customer’s Account.

Section XIII.4 Damages Limitation. In no event will Layer2 be liable for:

(a) losses which arise from Layer2’s compliance with Applicable Laws; or

(b) special, indirect or consequential damages, or lost profits or loss of business arising in

connection with this Main Agreement.

Section XIII.5 Legal Limitation of Liability. Nothing in this Main Agreement limits any liability which cannot

legally be limited, including but not limited to liability for fraud or fraudulent misrepresentation.

Section XIII.6 Cap on liability. Subject to Section 13.04 , the total aggregate liability under or in connection

with this Main Agreement for each Party shall not exceed $5,000 United States dollars.

ARTICLE XIV.

INDEMNIFICATION

Section XIV.1 Indemnification by the Customer. The Customer shall indemnify and hold Layer2 and its

Affiliates, and their respective officers, directors employees, contractors and subcontractors

harmless from and against any and all liabilities, damages, claims, losses lawsuits and expenses

(including reasonable legal fees and expenses) (collectively “Losses”) in respect of third-party

claims arising out of:

(a) any breach of this Main Agreement;

(b) the Customer’s gross negligence or wilful misconduct; and

Section XIV.2 Indemnification by Layer2. Subject to the cap on liability set out in Section 13.06 , Layer2 shall

indemnify and hold the Customer, and its respective officers, directors and employees harmless

from and against any and all Losses for third-party claims arising out of:

(a) any breach of this Main Agreement;

(b) Layer2’s gross negligence or wilful misconduct; or

ARTICLE XV.

ASSIGNMENT AND OTHER DEALINGS

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Section XV.1 Layer2 Assignment. Layer2 may assign this Main Agreement or any right or obligation under this

Main Agreement at any time to any party and Layer2 may assign, delegate or subcontract

certain of its rights and responsibilities under this Main Agreement to any Layer2 Party.

Section XV.2 Customer Assignment. The Customer may not assign, novate, transfer, subcontract, delegate or

otherwise deal with any of its rights and obligations under this Main Agreement without the

prior written consent of Layer2, such consent to be provided in Layer2’s sole discretion.

ARTICLE XVI.

RELATIONSHIP OF THE PARTIES

Section XVI.1 Independent Contractor Relationship. The Parties agree that the Payment Services provided

under this Main Agreement are being provided by Layer2 as an independent contractor and this

Main Agreement does not establish a partnership or joint venture between the Parties.

Section XVI.2 Limited Agency Relationship. This Main Agreement creates a limited agency arrangement

between the Parties with respect to the custody of the Customer’s funds and only to the extent

necessary for Layer2 to deliver the Services. Notwithstanding the foregoing, nothing in this Main

Agreement is intended to, or shall be deemed to, authorize either Party to make or enter into

any commitments for or on behalf of the other Party.

ARTICLE XVII.

NOTICES

Section XVII.1 Notices. A notice or communication given to a Party under or in connection with this Main

Agreement shall be delivered:

(a) in writing electronically to:

(i) if to Layer2, [email protected] and

(ii) if to Customer, the Customer’s e-mail address on file with Layer2,

(b) by Layer2 to the Customer by way of posting to the Platform, or

ARTICLE XVIII.

GENERAL

Section XVIII.1 Electronic Execution and Counterparts. This Main Agreement may be executed electronically in

any number of counterparts (including PDF, JPEG or other agreed electronic format) with

electronic signatures, each of which when executed and delivered shall constitute a duplicate

original, but all the counterparts taken together shall constitute one agreement and shall be

deemed to be an original.

Section XVIII.2 Electronic Transmission. Any counterpart delivered electronically, whether executed by hand or

by electronic signature, shall be considered to be a validly delivered counterpart of this Main

Agreement.

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Section XVIII.3 Agreement Completion. No counterpart shall be effective until each Party has executed and

delivered at least one counterpart to the other Party and this Main Agreement shall have no

force or effect until all counterparts have been executed and delivered.

Section XVIII.4 Entire Agreement. This Main Agreement constitutes the entire agreement between the Parties

and supersedes and extinguishes all previous agreements, promises, assurances, warranties,

representations and understandings between them, whether written or oral, relating to its

subject matter.

Section XVIII.5 Liability for External Representations. Each Party agrees that it shall have no remedies in

respect of any statement, representation, assurance or warranty (whether made innocently or

negligently) that is not set out in this Main Agreement.

Section XVIII.6 Unenforceable Term or Provision. If any term, provision or part of a term or provision in this

Main Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but

shall not affect the validity and enforceability of the rest of this Main Agreement.

Section XVIII.7 Effect of Deemed Deletion. If any term, provision or part of a term or provision in this Main

Agreement is deemed deleted under Section 18.06 , the Parties shall negotiate in good faith to

agree to a replacement term or provision that, to the greatest extent possible, achieves the

intended commercial result of the original term or provision.

Section XVIII.8 Waiver. No failure or delay by a Party to exercise any right or remedy provided under this Main

Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it

prevent or restrict the further exercise of that or any other right or remedy. No single or partial

exercise of such right or remedy shall prevent or restrict the further exercise of that or any other

right or remedy.

Section XVIII.9 Survival. On termination of this Main Agreement, for any reason, the following sections shall

continue in force:

(a) Article VIII (Fees);

(b) Article XI (Intellectual Property, Consumer Data and Confidentiality);

(d) Section 18.04 (Entire Agreement), Section 18.08 (Waiver), Section 18.09 (Survival), Section

18.11 (Governing Law) and Section 18.12 (Jurisdiction);

(e) Article XVII (Notices); and

(f) all other Articles or Sections that expressly or by implication are intended to survive

termination.

Section XVIII.10 Conflict. If there is an inconsistency between the terms of this Main Agreement, including any

Article or Section, or part of an Article or Section, and the Schedules and any documents

referenced in the Schedules, the provisions in the terms of this Main Agreement shall prevail in

preference to the Schedules (unless Section 3.04 is applicable to the particular Service, in which

case the Schedule C (Payment Terms) shall prevail over the terms of the particular Service) and

any documents referenced in the Schedules and the provisions of the Schedule shall prevail over

the provisions of any documents referenced in the Schedules. In the event that any term in this

Main Agreement or any Schedule is amended by way of update through the Platform, the

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Platform update shall prevail to the maximum extent possible, while still giving effect to the

remaining provisions of this Main Agreement.

Section XVIII.11 Governing Law. This Main Agreement and any dispute or claim (including non-contractual

disputes or claims) arising out of or in connection with it or its subject matter or formation shall

be governed by and construed in accordance with the laws of the Province of Ontario and

applicable federal laws of Canada.

Section XVIII.12 Jurisdiction. Each Party irrevocably agrees that the courts of the Province of Ontario, Canada

shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual

disputes or claims) arising out of or in connection with this Main Agreement or its subject

matter or formation.

Section XVIII.13 Schedules. All Schedules referred to herein form part of this Main Agreement and shall have

effect as if set out in full in the body of this Main Agreement. Any reference to this Main

Agreement includes the Schedules. For the purposes of this Main Agreement, the Schedules are:

(a) Schedule A – Definitions

(b) Schedule B – Intentionally Deleted

(d) Schedule D – Account Service Terms (if applicable)

Section XVIII.14 Statutory References. A reference to a statute or legislation, including any provisions

thereunder, is a reference to it as amended, extended or re-enacted from time to time and shall

include all subordinate legislation made from time to time under that statute or legislation.

Section XVIII.15 Amendments. No modification of or amendment to this Main Agreement shall be effective

unless in writing signed by authorized representatives of both Parties.

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SCHEDULE A

DEFINITIONS

The following definitions apply in the Main Agreement and the Schedules thereto:

(a) “Account Services” has the meaning ascribed thereto in Section 1.01 of Schedule D (Account

Terms).

(b) “Account Transaction” means any transaction relating to a Customer Account pursuant to

Schedule D (Account Terms).

(d) “ACH Pull” means an ACH pull transaction initiated by Layer2 at the Customer’s request.

(e) “ACH Push” means an ACH push transaction initiated by the Customer.

(f) “ACH Service” means all Account Transactions executed through the ACH network.

(g) “Affiliate” means any Person that, directly or indirectly, Controls, is Controlled by, or is under

common Control with, a specified Person.

(h) “AML” means anti-money laundering, as such term is understood under Applicable Laws.

(i) “API” means application program interface.

(j) “Applicable Law” means any law applicable to the Main Agreement, including federal, provincial,

state, municipal and civil laws, as well as any treaties, statutes, codes, regulations, rules, executive

orders, supervisory requirements, licensing requirements, export requirements, directives,

circulars, decrees, interpretive letters, guidance or other official releases of or by any

Governmental Authority or any regulatory organization or body relating thereto, whether in force

in the Province of Ontario, Canada, or in any other jurisdiction where the Main Agreement may be

applicable in respect of either Party.

(k) “Applicable Jurisdiction” means, Layer2’s jurisdiction, the Sending Country’s jurisdiction or the

Receiving Country’s jurisdiction, as the case may be.

(l) “Authenticated Instructions” means the Directions given to Layer2 by the Customer or by an

authorized representative of the Customer that are authenticated by Layer2 through the

Platform.

(m) “Available Balance” means the amount of the Customer’s funds currently held in a Customer’s

Account that are not subject to a Hold.

(n) “Business Day” means Monday through Friday, excluding days on which banks in the Applicable

Jurisdiction are closed.

(o) “Confidential Information” means information and technical data, which is not generally known

to the public, whether disclosed directly or indirectly, in writing, orally, or visually, that the

receiving Party knows or should know is confidential or proprietary. Examples of Confidential

Information include, but are not limited to, a Party’s products, software, websites, apps,

marketing plans and materials, business strategies, business methods, models, financial reports or

projections, product plans and specifications, designs, processes, manuals, ideas, concepts,

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drawings, pricing, fees, operational plans, know-how, employee information, shareholder

information, vendor information, customer information, and ownership or investor information.

(p) "Control” or “Controls”, and the formatives “Controlling” and “Controlled” mean the possession,

directly or indirectly, of 50% or more of the equity interests of another Person or the power to

otherwise direct or cause the direction of the management and policies of such other Person,

whether through ownership of voting securities, by contract, or otherwise.

(q) “Currency” means any currency or other form of fiat money that is recognized as legal tender by

any Governmental Authority, and includes, without limitation, the United States dollar, the

Canadian dollar, the Euro, the British pound, the Japanese yen, the Swiss franc, and the Chinese

yuan.

(r) "Custodial Account” means the account or accounts maintained by Layer2 with one ore more

Designated Financial Institutions and through which Layer2 holds and makes available Customer

Accounts.

(s) “Custodial Bank” means Designated Financial Institutions as determined by Layer2, at which the

Custodial Accounts will be held.

(t) "Customer Accounts” has the meaning ascribed thereto in Article I of the Account Terms.

(u) “Customer’s Account” means the Customer’s Customer Account managed or administrated by

Layer2.

(v) “Customer’s Responsibilities” means the responsibilities of the Customer described in Article VIII

of the Main Agreement.

(w) “Deposit Insurance” means deposit insurance protection of the Federal Deposit Insurance

Corporation in the United States or similar deposit insurance protection under Applicable Laws in

other Applicable Jurisdictions.

(x) "Designated Financial Institution” means a bank, credit union, or other financial institution,

regulated under Applicable Law in Layer2’s jurisdiction, Customer’s jurisdiction, or the Sending

Country, as applicable in the circumstances, designated by Layer2.

(y) “Digital Asset” means a digital asset that is capable of being traded or exchanged and that is used

as a medium of exchange, store of value, or unit of account, and includes a digital currency,

security token, asset-backed token, utility token, and other digital assets that have been verified

and recorded using a distributed ledger or blockchain technology.

(z) “Direction” means the direction of the Customer to Layer2, to send or receive a Payment.

(aa) “Effective Date” means the date of the Main Agreement first written above.

(bb) “Entry” has the meaning set out in the Rules, and generally means any electronic funds transfer

initiated through the ACH Service resulting in a debit or credit to a particular account at a

Designated Financial Institution.

(cc) “Fees” means the amounts payable by the Customer to Layer2 under the Main Agreement,

Schedule C (Payment Terms) or the Account Terms, as the case may be, and includes all Integrator

Fees.

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(dd) “Force Majeure Event” means any cause affecting, preventing or hindering the performance by a

Party of its obligations under the Main Agreement arising from acts, events, omissions or non-

events beyond its reasonable control, including, without limitation, acts of God, riots, war, acts of

terrorism, fire, flood, storm or earthquake and any disaster, infectious diseases or pandemics,

public power outages, labour strikes, technological attacks (e.g. DoS, DDoS, MitM), cyberattack or

malfunction of a network or protocol, governmental action rendering performance illegal or

impossible, acts or omissions of third party banks, non-bank financial institutions and pay-out

channels;

(ee) “Foreign Currency” means any Currency that is not Local Currency.

(ff) “Fork” means any change to the software code of a Digital Asset that creates a separate

blockchain, including a hard fork.

(gg) “Governmental Authority” means any federal, provincial, state, local or foreign government, any

governmental authority, any governmental agency, court, tribunal, commission, board, or other

governmental entity or regulatory body, or any political subdivision thereof.

(hh) “Holds” means a temporary or permanent restriction placed on some or all of the funds

comprising a Customer Account by Layer2, its Affiliates or any Third-Party Service Provider

(including Intermediaries) in accordance with Applicable Law, or for any other business reason

determined appropriate by Layer2, acting reasonably, provided, however, that temporary

restrictions may be placed on some or all of the funds comprising a Customer Account where a

credit to, or debit from, the Customer Account remains unconfirmed.

(ii) “Integrator” means Pinttosoft LLC

(jj) “Integrator-Customer Agreement” means the services agreement entered into between the

Integrator and the Customer with respect to services to be delivered by the Integrator to the

Customer, and includes any schedules or supplementary agreements entered into with respect to

the Services.

(kk) “Integrator Fees” means the fees payable by the Integrator to Layer2 with respect to the Services

to be delivered to the Customer by Layer2 in accordance with the Integrator Services Agreement.

(ll) “Integrator Services Agreement” means the BaaS Platform Agreement entered into between

Layer2 and the Integrator.

(mm) “Intellectual Property Rights” means any and all intellectual property rights of any nature

anywhere in the world whether registered, registrable or otherwise, including patents, utility

models, trademarks, registered designs and domain names, applications for any of the foregoing,

trade or business names, goodwill, copyright and rights in the nature of copyright, design rights,

rights in databases, moral rights, know-how and any other intellectual property rights which

subsist in computer software, computer programs, APIs, websites, documents, information,

techniques, business methods, drawings, logos, instruction manuals, lists and procedures and

particulars of customers, marketing methods and procedures and advertising literature, including

the “look and feel” of any websites and or mobile applications.

(nn) “Intermediaries” means the intermediary institutions or technologies, including third party

platforms, exchanges and distributed ledger systems, used by Layer2 or the Recipient Parties, as

the case may be, to complete a Payment Transaction.

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(oo) “KYC” means know-your-customer due diligence procedures and requirements under Applicable

Laws, including any applicable anti-money laundering requirements.

(pp) “Layer2” has the meaning ascribed thereto in the recitals to the Main Agreement.

(qq) “Layer2 Party” means any of Layer2, an Affiliate of Layer2, Layer2’s Designated Financial

Institutions or the applicable Affiliate of the foregoing, and any Third-Party Service Providers, and

“Layer2 Parties” means all of them, or any of them involved in delivering a particular Payment

Transaction, as the context so requires.

(rr) “Local Currency” means any Currency that is legal tender in the Applicable Jurisdiction or in the

Currency of the Sending Country, as applicable in the circumstances.

(ss) “Payment” means a payment made utilizing the Payment Services in accordance with Schedule C

(Payment Terms), or a payment made utilizing the Account Services, in accordance with Schedule

(tt) “Payment Services” has the meaning ascribed thereto in Section 1.01 of Schedule C (Payment

Terms).

(uu) “Payment Transaction” means a Payment transaction initiated by the Customer to a Recipient in

accordance with the terms of the Main Agreement.

(vv) “Payment Delivery Funds” means the amount of funds to be delivered to the Recipient, as

determined in Local Currency.

(ww) “Payment Transaction Funds” means the Estimated Transaction Funds, as defined in Section

3.01(b) , or the Updated Payment Transaction Funds, as defined in Section 3.01(e) , as applicable.

(xx) “Payment Transaction Request” means a request to commence a Payment Transaction, initiated

by the Customer through a submission on the Platform, containing all of the required information

necessary for Layer2 to be able to complete the Payment Transaction;

(yy) “Person” means an individual, partnership, corporation, limited liability company, trust, joint

venture, association, unincorporated organization, government agency, or political subdivision

thereof, or any other entity.

(zz) “Platform” means Layer2’s website (www.layer2financial.com) and any other proprietary

technology and data processing platforms or applications released by Layer2 which enables

Layer2 to provide the Payment Services contemplated in the Main Agreement.

(aaa) “Receiving Country” means the country in which the funds comprising a Payment Transaction will

be sent to.

(bbb) “Recipient” means the intended recipient of a Payment sent by the Customer.

(ccc) “Recipient Party” means any of the Recipient, the Recipient’s financial institution, and the

Recipient’s financial institution’s correspondent bank relationships,

(ddd) “Recipient Parties” means all of them, or any of them involved in delivering a particular Payment

Transaction, as the context so requires.

(eee) “Restricted Business” means the types of businesses that a Customer may not be engaged in, and

includes any business described on the Platform as a “Restricted Business” from time to time.

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(fff) “Rules” has the meaning ascribed thereto in Section 6.01 of Schedule D (Account Terms).

(ggg) “Sending Country” means the country in which the funds comprising a Payment Transaction will

be sent from.

(hhh) “Tax” means any federal, state, local, or foreign income, sales, use, value added, excise, gross

receipts, property, ad valorem, franchise, payroll, severance, stamp, transfer, transaction,

occupation, premium, customs, duties, and other taxes, fees, assessments, levies, charges, or

other similar governmental impositions, together with any interest, penalties, additions to tax, or

additions to tax in respect thereof.

(iii) “Term” has the meaning ascribed thereto in Article IV .

(jjj) “Third-Party Service Provider” means any third party that provides services to Layer2 in

connection with the Services, including, but not limited to, one or more financial institutions,

payment processors, and/or foreign exchange providers.

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SCHEDULE B

INTENTIONALLY DELETED

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SCHEDULE C

PAYMENT SERVICES TERMS

The Payment Service terms contained in these Payment Terms to the Main Agreement (the “Payment Terms”)

supplement and form part of the Main Agreement between Layer2.

PLEASE REVIEW THESE PAYMENT TERMS CAREFULLY AS THEY GOVERN YOUR USE OF THE PAYMENT SERVICES.

LAYER2’S EXPOSURE TO LIABILITY UNDER THESE PAYMENT TERMS IS LIMITED AND YOUR ABILITY TO

COMMENCE ACTION AGAINST LAYER2 IS SUBJECT TO RESTRICTIONS.

By clicking on “I Agree” to accept these Payment Terms, you are agreeing that you have read, understood and

accept these Payment Terms and you acknowledge and agree that these Payment Terms will apply to your use

of the Payment Services.

All capitalized and undefined terms herein shall have the meaning ascribed thereto in the Main Agreement or in

Schedule A (Definitions), as the case may be.

ARTICLE I.

PAYMENT SERVICES

Section XVIII.16 Provision of Payment Services. Subject to the terms and conditions set out in these Payment

Terms, during the Term, Layer2 shall provide the Payment Services to the Customer and the

Customer shall pay Layer2 all Fees relating to the Payment Services.

Section XVIII.17 Use of Platform. All Payment Services shall be delivered through the Platform. In order to

commence an Payment Service, the Customer shall deliver a Direction through the Platform in

accordance with these Payment Terms.

Section XVIII.18 Direction Requirements. Layer2 will, in its sole discretion, determine the requirements for any

Direction, including Authenticated Instructions, and whether such requirements have been

satisfied as to any Direction. Layer2 is entitled to rely upon information, data, and instructions

from Customer (or otherwise Persons or parties authorized to act on its behalf) related to a

Direction in all respects. Customer acknowledges and agrees that:

(a) Layer2’s acceptance of Directions related to Customer’s deposit and execution of Payment

is based on the details contained in the Authenticated Instructions;

(b) all Payment Services shall be completed in accordance with Layer2’s Services requirements;

behalf, and Layer2 shall only act on Directions given by the Customer;

(d) the Customer authorizes Layer2 to conduct any due diligence necessary to ensure

compliance of any Direction with Applicable Laws;

(e) Layer2 has no duty to inquire into or investigate the legality, validity, or accuracy of any

information, data, or instructions related to a Direction; and

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(f) the Customer releases and holds Layer2 harmless for following Directions from the

Customer, including from any of its authorized representatives, for completing any

Payment in accordance with the Direction; and

(g) the Customer releases and holds Layer2 harmless for not completing a Payment in

accordance with a Direction where, in Layer2’s sole opinion, acting reasonably, Layer2 has

determined that such a Direction or Payment may contravene Applicable Laws.

Section XVIII.19 Limitation of Payment Services. The Services are available only in connection with Currencies

and Digital Assets that Layer2 supports. The Currencies and Digital Assets that Layer2 supports

may change from time to time, in Layer2’s sole discretion. The type and scope of Payment

Services that Layer2 supports for each Currency or Digital Asset may differ.

Section XVIII.20 Liability for Unsupported Currencies and Digital Assets. Under no circumstances should the

Customer attempt to use the Payment Services to store, send, request, or receive Currencies or

Digital Assets that Layer2 does not support. Layer2 assumes no responsibility in connection with

any attempt to use any such unsupported Currencies or Digital Assets deposited to or received

in any Customer Account.

Section XVIII.21 Termination of Support. In the event that Layer2 determines, in its sole discretion, to

terminate support for a particular Currency or Digital Asset for which:

(a) Layer2 has previously provided Payment Services to the Customer, or

(b) the Customer has a deposit of such Currency or Digital Asset in a Customer Account,

Layer2 will notify Customer in advance of such termination, if possible, of its intention to

terminate support for the Currency or Digital Asset, the steps to be taken by the Customer, and

the applicable timelines applicable to the Customer.

Section XVIII.22 Accounts. Accounts may be provided by Layer2 or by a Designated Financial Institution. The

Customer acknowledges and agrees that from time to time it will be required to send the

Payment Transaction Funds to a Designated Financial Institution for the purpose of completing a

Payment Transaction.

ARTICLE XIX.

AGREEMENT TO PAYMENT PROCEDURES

Section XIX.1 Agreed Procedures for Payment Transactions. Layer2 and Customer agree to establish a

process for the completion of Payments in order to ensure that Payment Transactions are

completed in a transparent and consistent manner.

(a) Layer2 and the Customer will agree on processes and controls (“Flow of Funds

Procedures”) that describe the methods, procedures and applicable timelines for how:

(i) Currencies and Digital Assets will be delivered to Layer2 by the Customer,

(ii) validation, transformation, exchange, accounting, and other processes relevant to

the Payment Transaction will be completed,

(iii) disbursements and expenses relating to Payment Transaction will be managed;

(b) Layer2 and the Customer will agree to either operate on a predetermined fee structure or

to operate in a real-time quote (a “Real-Time Quote”) environment in accordance with

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Article III hereof. Where Layer2 and the Customer agree to a predetermined fee structure,

the Parties will agree to the manner of calculation of the Fees as well as the method and

timing for delivery of Payment in respect of such Fees;

Section XIX.2 Limitations on Payment Services. Notwithstanding any agreed to procedures between the

Parties, Layer2 does not warrant or guarantee that any Direction will be executed at the best

posted price or timely executed, and the Customer acknowledges and agrees that:

(a) Layer2 does not have access to every market or exchange which a particular product or

financial instrument may be traded and Layer2 makes no representation regarding the best

price execution of any Direction(s),

(b) other orders may trade ahead of Customer’s order and exhaust available volume at a

posted price,

or otherwise agreed-upon prices,

(d) exchanges may re-route customer orders out of automated execution systems for manual

handling, in which case, execution may be substantially delayed,

(e) system delays by exchanges or third- parties executing instructions may:

(i) prevent the Customer’s order from being executed,

(ii) cause a delay in execution, or

(iii) not be executed at the best posted price or at all;

(f) Layer2 may not promptly or in a timely manner execute the Customer’s Direction due to

internal delays, and

(g) Layer2 makes no representation that the Payment Services are in any way suitable for

active trading or any activity requiring prompt or exact execution.

ARTICLE XX.

REAL-TIME QUOTE PAYMENTS

Section XX.1 Procedure for Sending Real-Time Quote Payments. The general procedure for initiating a

Payment Transaction in a Real-Time Quote arrangement is as follows:

(a) the Customer shall initiate a Payment Transaction Request through the Platform with

complete Directions;

(b) Layer2 will present an initial quote (the “Initial Quote”) to Customer containing the

aggregate estimated funds required to complete the Payment Transaction, inclusive of all

Fees to be charged by Layer2 to the Customer for completing the Payment Transaction

(collectively, the “Estimated Transaction Funds”) and such Initial Quote will be valid for the

time period stated in the Initial Quote;

(i) if the Customer has sufficient deposits in their Customer Account, notify Layer2 of

their approval of the Initial Quote through the Platform, or

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(ii) in all other circumstances, immediately send the Estimated Transaction Funds to the

Designated Financial Institution in accordance with the instructions provided to the

Customer on the Platform at the time of completion of the Payment Transaction

Request

(d) upon receiving approval from the Customer in the case of Section 3.01(c) , or receipt of the

Estimated Transaction Funds in the case of Section 2.01 , Layer2 shall, commence the

transfer of the Payment Delivery Funds to the Recipient;

(e) in the event that Layer2 will not be able to transmit the funds in accordance with the Initial

Quote, for any reason, Layer2 will provide a new quote (the “Updated Quote”) to the

Customer and the Customer may:

(i) approve the Updated Quote through the Platform, and:

1) the Customer shall immediately send any additional funds required to complete

the Payment Transaction (the “Updated Payment Transaction Funds”) to the

Designated Financial Institution in accordance with the Updated Quote, if

necessary, and

2) Layer2 will complete the Payment Transaction in accordance with the Updated

Quote; or

(ii) reject the Updated Quote, and Layer2 will return the Payment Transaction Funds to

the Customer, and:

(f) in the event that the Estimated Transaction Funds are received prior to the expiration of

the Initial Quote, Layer2 shall bear and be responsible for the transaction fees associated

with the return of Estimated Transaction Funds, and

(g) in the event that the Estimated Transaction Funds are received after the expiration of the

Initial Quote, the Customer shall bear and be responsible for the transaction fees

associated with the return of the Estimated Transaction Funds.

ARTICLE XXI.

OTHER PAYMENT CONDITIONS

Section XXI.1 No Payment Transaction Initiated. In a Real-Time Quote arrangement, a Payment Transaction

will commence only where the Customer has provided complete Directions and the full amount

of the Payment Transaction Funds have been deposited with Layer2 or a Layer2 Party, in

accordance with the initial Flow of Fund Procedures, the Initial Quote or the Updated Quote, as

applicable. Payment Transaction Funds will not be considered received until the funds have

cleared any Holds by any Intermediaries.

Section XXI.2 Underpayment of Payment Transaction Funds. No Payment Transaction will be initiated where

the cleared funds are less than the required Payment Transaction Funds. If, for any reason,

Layer2 agrees to process such a Payment Transaction without having received the full amount of

the Payment Transaction Funds, which Layer2 may do in its sole discretion, the Customer shall

be obligated to pay Layer2 the amount of the Payment Delivery Funds, plus Fees, immediately

upon completion of the Payment Transaction by Layer2. Nothing in this Section 4.02 creates an

obligation for Layer2 to process any Payment Transactions without having received the full

amount of the Payment Transaction Funds and no prior instances of doing so shall create an

obligation for Layer2 to do so again in the future.

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Section XXI.3 Overpayment of Payment Transaction Funds. In the event that the cleared funds received from

the Customer exceed the amount set out in the Flow of Fund Procedures, the Initial Quote or

the Updated Quote, as applicable, Layer2 shall return the excess funds to the Customer in

accordance with the instructions provided by the Customer and the Customer shall bear and be

responsible for any transaction fees applicable to the return of such excess funds.

Section XXI.4 Right to Decline Processing. Layer2 may decline to process any Payment Transaction for any

reason, including if either the Sending Country or the Receiving Country is not a Licensed

Territory at the time Layer2 processes the Payment Transaction, regardless of whether Layer2

has provided advance notice to the Customer. In the event that Layer2 declines to process any

Payment Transaction, Layer2 will promptly notify the Customer and shall not charge the

Customer any Fees in relation to the Payment Transaction.

Section XXI.5 No Interest. No interest will accrue, or be payable by any Layer2 Party, on any funds held by any

Layer2 Party for the Customer, at any time.

Section XXI.6 Delivery Time. The delivery time for Payments depends upon the Currency, destination country,

destination country payment system and the Intermediaries, including correspondent banks,

networks, Customer’s financial institution and the Recipient’s financial institution. Layer2 shall

use commercially reasonable efforts to meet all published or otherwise communicated delivery

times but shall not be liable for any direct or indirect losses or damages resulting from a failure

to deliver the Payment Delivery Funds to the Recipient within the time provided in the Flow of

Fund Procedures, Initial Quote, or the Updated Quote, as the case may be.

Section XXI.7 Payment Service Availability. While Layer2 shall endeavour to keep the Platform up and

available at all times, such availability is not guaranteed. The Platform may suffer interruptions

for any reason, including for maintenance, upgrades, repairs or due to failure of equipment.

Section XXI.8 Errors and Concerns in Respect of a Payment Transaction. In the event of an error or concern in

respect of a Payment Transaction (a “Payment Transaction Error”), the Customer shall

immediately contact Layer2 through the Platform or in accordance with the notice provisions

herein, and Layer2 will make commercially reasonable efforts to correct the error or resolve the

concern. Once a Payment Transaction has been initiated, however, Layer2 makes no

representations with respect to its ability to correct a Payment Transaction Error and any fees

incurred by Layer2 shall be added to and form part of the Fees owing by the Customer.

Section XXI.9 Customer Error. In the event that a Payment Transaction Error is wholly or partially the result of

any action of the Customer, Layer2 shall have no liability to the Customer for, and losses

suffered by, the Customer, including the loss of the funds comprising the Payment Transaction

or any consequential or indirect losses or damages suffered by the Customer.

Section XXI.10 Layer2 Error. In the event that a Payment Transaction Error is exclusively the result of an action

of Layer2, Layer2 shall put the Customer in the position it would have been in if the error had

not been made and the Customer shall provide reasonable assistance to Layer2 to recover the

funds.

Section XXI.11 Right to Refuse. Layer2 may decline any Payment Transaction that is, or that Layer2 believes

may be, a Prohibited Transaction, and shall have no obligation to complete such Payment

Transaction.

Section XXI.12 Layer2 Liability. Layer2 shall have no liability or responsibility for any expenses, losses or

damages relating to Prohibited Transactions or Layer2’s refusal to complete a Prohibited

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Transaction or a transaction that Layer2 reasonably believes could be a Prohibited Transaction,

and Customer agrees to indemnify and hold Layer2 harmless for any such use or for declining

any such transaction. The Customer further agrees to indemnify and hold Layer2 harmless from

any suits, liability, damages or adverse action of any kind that results directly or indirectly from

such Prohibited Transactions.

Section XXI.13 Payment Transaction Error Limitations. Payment Transactions may be executed immediately

following receipt of a Direction from the Customer. Once a Payment Transaction has been

initiated by Layer2, it may be impossible to stop or reverse the Payment Transaction and Layer2

may not have any ability to take any steps until the Payment Delivery Funds are deposited at the

Recipient’s financial institution. Layer2 will not be responsible for any expenses, losses or

damages realized by the Customer as a result of a Payment Transaction executed in accordance

with a Direction from the Customer.

Section XXI.14 Payment of Fees. Fees identified in any quote provided by Layer2 shall include all fees to be

charged by Layer2 Parties, including foreign exchange fees, if applicable, provided, however,

that additional fees may be charged by one or more of the Recipient Parties. The Customer

acknowledges and agrees that any Recipient Party involved in the Payment Transaction may

deduct fees, charges other amounts from the Payment Delivery Funds, and that the Customer

shall be solely responsible for such fees, charges and other amounts so charged by the Recipient

Parties. The Customer further acknowledges and agrees that it shall be solely responsible for any

fines imposed by Intermediaries or Recipient Parties in respect of the Payment Services. The

Customer also acknowledges that Intermediaries, Recipient Parties, or Governmental

Authorities may confiscate some or all of the Payment Delivery Funds if they have the legal

authority to do so and Layer2 shall not be responsible for any such acts, or damages or losses

resulting therefrom.

Section XXI.15 Transaction and Customer Data. The Customer shall:

(a) ensure that all transaction and Recipient data communicated to Layer2, whether or not by

automated means, is accurate, complete, up-to-date and uncorrupted;

(b) notify Layer2 immediately if it becomes aware of any error or omission in any information

provided by the Customer to Layer2 in respect of any transaction or in or any Recipient; and

Payment Transaction Request.

Section XXI.16 Foreign Currency. If the Customer requests that a Payment Transaction be made in a Foreign

Currency, Layer2 will determine the amount of Local Currency required to complete the

Payment Transaction, taking into account the expected Currency conversion rate, plus Fees, and

shall require that the Customer provide the Payment Transaction Funds in Local Currency

sufficient to cover all such amounts. Layer2 may, through its Intermediaries, authorize the

exchange of Local Currency to one or more foreign Currencies or Digital Assets, or a combination

thereof, in order to achieve the best foreign exchange rate and expeditious delivery time of the

Payment Delivery Funds.

Section XXI.17 Refunds of Payment Delivery Funds. If the Payment Delivery Funds are declined, or the

Payment Transaction is not completed for any reason beyond Layer2’s control, including being

declined by the Recipient or the Recipient Parties, the Customer may:

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(a) request a refund and Layer2 will use its best efforts to secure the return of the Payment

Delivery Funds from the Recipient’s financial institution, or the Recipient Parties, as the

case may be, and return the Payment Delivery Funds, to the Customer,

(b) direct Layer2 to deliver the Payment Delivery Funds to an alternate recipient and the terms

of this Main Agreement shall apply to the Payment Transaction, mutatis mutandis,

and, in either event, the Customer shall be responsible for all transaction fees relating to the

delivery of both the original Payment Transaction and the Payment Delivery Funds to the

ultimate Recipient.

Section XXI.18 Refunds Converted to Local Currency. If a refund of a Payment Transaction is successful at any

time in which the Payment Delivery Funds have already been converted into a Foreign Currency,

Layer2 will facilitate the conversion of the Payment Delivery Funds back into Local Currency at

the exchange rate secured by Layer2 at the time of conversion back into Local Currency and the

Customer shall be responsible for any Currency conversion fees and other fees relating to the

refund.

Section XXI.19 Use of Intermediaries. The Customer acknowledges and agrees that, in accordance with

industry practice, Layer2 may be engaging one or more Layer2 Parties to render some or all of

the Payment Services to the Customer.

Section XXI.20 Authorization to Use Intermediaries. The Customer agrees that Layer2 has the right under this

Main Agreement to delegate to Layer2 Parties all of the rights and performance obligations that

Layer2 has under this Main Agreement and that the Layer2 Parties will be third-party

beneficiaries of this Main Agreement and will be entitled to all the rights and protections that

this Main Agreement provides to Layer2.

ARTICLE XXII.

DESIGNATED FINANCIAL INTITUTION

Section XXII.1 Use of Third-Parties. Depending on the circumstances, the Customer will either send the

required Payment Transaction Funds to, (i) a Custodial Account, or (ii) to an account at a

Designated Financial Institution controlled by the Customer (a “Customer Direct Account”), and,

in either case, the Customer’s funds will be held by a Designated Financial Institution for and on

behalf of the Customer.

Section XXII.2 Funds Sent to a Custodial Account. Where the Customer utilizes a Custodial Account, Layer2

shall create a separate notional account for and on behalf of the Customer and the terms and

conditions set out in Schedule D (Account Terms) to the Main Agreement shall be applicable and

the Customer agrees to be bound by such terms and conditions.

Section XXII.3 Funds Sent to a Customer Direct Account. In the event that the Payment Transaction Funds

cannot be sent to a Custodial Account, for any reason, including where Applicable Law prohibits

Layer2 from creating virtual accounts on behalf of the Customer, the Customer will set up a

Customer Direct Account at a Designated Financial Institution approved by Layer2, and the

Customer acknowledges and agrees that:

(a) the Customer will enter into an agreement, or such agreements, as required by the

particular Designated Financial Institution, as necessary to authorize Layer2 to act as its

agent for the purposes of completing the Payment Services to be provided under the Main

Agreement, in a form acceptable to Layer2 (an “Account Agreement”). The form of any

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such Account Agreement will be dependent upon the Designated Financial Institution and

may be included as a Schedule to these Payment Terms, or these Payment Terms may be

appended as a schedule to the Account Agreement, and, the Customer acknowledges and

agrees that, in the event that the Designated Financial Institution permits, the Customer’s

signature on the Main Agreement, with these Payment Terms appended, may be sufficient

authority for Layer2 to act as the Customer’s agent in respect of the Account Agreement

and no separate Account Agreement would be required;

(b) the Customer may not utilize the Payment Services until the Customer Direct Account is

open and either (i) Account Agreements have been executed by the Designated Financial

Institution, the Customer and Layer2, or (ii) the Designated Financial Institution indicates

their acceptance to rely on these Payment Terms as authority for Layer2 to act as the

Customer’s agent for the purposes of completing Payment Services, each as required by the

Designated Financial Institution;

Agreements remain in full force and effect throughout the Term, if applicable;

(d) in the event that any Account Agreement expires or is terminated during the Term, the

Customer shall not send any funds to the Designated Financial Institution and will cease

using the Payment Services until either the Account Agreement is reinstated or an alternate

arrangement has been agreed to by the Parties;

(e) for the purposes of a Customer Direct Account, the Customer acknowledges and agrees

that:

(i) Layer2 is not the provider of any of the account services provided by the Customer’s

Designated Financial Institution, nor is Layer2 responsible for the any act or omission

of the Designated Financial Institution or for any acts relating to the Customer Direct

Account other than in relation to the Payment Services described in the Main

Agreement and these Payment Terms, and subject to the limitations described

therein;

(ii) Layer2 is not acting as a regulated, registered or licensed financial institution, or as a

chartered as accountant, lawyer, banker, broker, money services business, virtual

currency business, money transmitter or investment adviser in respect of a Customer

Direct Account or the Designated Financial Institution and does not and shall not

provide any such services under this Agreement; and

(f) THE SERVICES PROVIDED BY A DESIGNATED FINANCIAL INSTITUTION, INCLUDING

SPECIFICALLY A CUSTOMER DIRECT ACCOUNT, ARE PROVIDED BY THE DESIGNATED

FINANCIAL INSTITUTION AND NOT BY LAYER2, AND LAYER2 DOES NOT MAKE ANY

REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED WITH

RESPECT TO THE DESIGNATED FINANCIAL INSTITUTION OR THE CUSTOMER DIRECT

ACCOUNT, AND LAYER2 SHALL NOT HAVE ANY LIALBITY OF ANY NATURE WHATSOEVER,

INCLUDING EXPENSES, LOSSES OR DAMAGES SUFFERED BY THE CUSTOMER OR BY ANY

OTHER PARTY, WITH RESPECT TO THE CUSTOMER DESIGNATED INSTITUTION OR ANY

SERVICES PROVIDED BY THEM.

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SCHEDULE D

ACCOUNT SERVICES

The Account Services terms contained in this Schedule D (Account Terms) to the Main Agreement (the “Account

Terms”) supplement and form part of the Main Agreement between Layer2 and the Customer.

PLEASE REVIEW THESE ACCOUNT TERMS CAREFULLY AS THEY GOVERN YOUR USE OF THE ACCOUNT SERVICES.

LAYER2’S EXPOSURE TO LIABILITY UNDER THESE ACCOUNT TERMS IS LIMITED AND YOUR ABILITY TO

COMMENCE ACTION AGAINST LAYER2 IS SUBJECT TO RESTRICTIONS.

By clicking on “I Agree” to accept these Account Terms, you are agreeing that you have read, understood and

accept these Account Terms and you acknowledge and agree that these Account Terms will apply to your use of

the Account Services.

All capitalized and undefined terms herein shall have the meaning ascribed thereto in the Main Agreement or in

Schedule A (Definitions), as the case may be.

ARTICLE I.

SCOPE

Section XXII.4 General. Layer2 provides certain account services (the “Account Services”) to customers, which

involve the use of the Custodial Account to provide notional sub-accounts to customers

(collectively, “Customer Accounts”).

Section XXII.5 Mechanics of Customer Accounts. Layer2 will hold the funds represented in the Customer

Accounts in one or more Custodial Accounts that Layer2 has established with Designated

Financial Institutions and Layer2 will have control over those funds. Each omnibus account shall

be titled in the name of Layer2 for the benefit of its customers and shall be maintained

separately and apart from Layer2’s business, operating, and reserve accounts. Notwithstanding

anything else contained in the Main Agreement or the Schedules to the Main Agreement, Layer2

and its Affiliates will not invest funds held in Customer Accounts.

Section XXII.6 Nature of Account Services. Account Services are money transmission services, subject to

money service business laws, money laundering laws, corruption of foreign officials laws, and

other Applicable Laws.

Section XXII.7 Registration and Licensing. Layer2 is a registered money service business and a licensed money

transmitter in the jurisdictions described on the Platform (each, a “Licensed Territory”), as

updated from time to time.

Section XXII.8 Qualifying Customers. In order to use the Account Services, the Customer must reside in a

Licensed Territory and Layer2’s license must authorize Layer2 to provide the particular Service

to the Customer. The Customer must not be designated under or covered by any sanctions

program administered or enforced by the United States Department of the Treasury’s Office of

Foreign Assets Control or any other Governmental Authority.

Section XXII.9 Depositing and Withdrawing Funds to/from Customer Account. The Customer will be able to

utilize ACH, wire transfer and other supported technology methods for adding funds to their

Customer Account and for transferring funds from their Customer Account. For the purposes of

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the foregoing, Digital Assets are supported technology method for transferring funds from a

Customer Account.

ARTICLE XXIII.

LIABILITY AND ACKNOWLEDGEMENT

Section XXIII.1 Limitation of Representations. Layer2 and its Affiliates make no representation, warranties or

assurances:

(a) that any Layer2 Party, other than the Designated Financial Institutions in which customer

funds are physically held, are Designated Financial Institutions;

(b) the availability of Deposit Insurance in Customer Accounts, directly or indirectly through the

Designated Financial Institution in which customer funds are held;

Deposit Insurance available on Customer Accounts, or that the record keeping conducted

by Layer2 or its Affiliates will be sufficient;

(d) with respect to compliance with reserve requirements, capital requirements or similar

other requirements regularly required of Designated Financial Institutions, and Layer2 and

its Affiliates expressly represent that they do not maintain any funds to meet such

requirements;

(e) aside from the registrations and licenses described in Section 1.04 of these Account Terms,

Layer2 and its Affiliates make no representations relating to registrations or licenses held by

them; and

(f) the sufficiency of the capitalization of the Designated Financial Institution where the

Customer’s funds are held.

Section XXIII.2 Customer Representations. The Customer represents, warrants, covenants and agrees that on

the date of the Main Agreement, or the date these Account Terms become effective, whichever

is later:

(a) Layer2 has not made any of the representations described in Section 2.01 of these Account

Terms;

(b) neither Customer nor any beneficial owner of the Customer Account is designated under or

covered by any sanctions program under any Applicable Law or administered by any

Governmental Authority, including sanctions programs enforced by the United States

Department of the Treasury’s Office of Foreign Assets Control;

beneficial owner of the Customer, will commit any act or failure to act that would cause it

to contravene any Applicable Law or to be covered by any sanctions program described in

Section 2.02(b) of these Account Terms;

(d) Layer2 and its Affiliates are not banks or financial institutions and are not subject to the

regulatory requirements applicable to banks or financial institutions;

(e) Layer2 and its Affiliates are not required to obtain Deposit Insurance for funds held in

Customer Accounts;

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(f) while Layer2 and its Affiliates will make commercially reasonable efforts to keep records

sufficient to maintain pass-through Deposit Insurance coverage, if available and if such

pass-through is possible or available, Layer2 and its Affiliates make no assurance that

Deposit Insurance coverage maintained by the Custodial Bank will be available on Customer

Accounts;

(g) the Customer accepts the risk that passthrough Deposit Insurance coverage my not be

available on Customer funds held in Customer Accounts;

(h) Layer2 and its Affiliates are not required to maintain reserve requirements, capital

requirements or similar requirements in connection with any funds represented by

Customer Accounts;

(i) aside from the registrations and licenses disclosed in Article I of these Account Terms,

Layer2 and its Affiliates are not required to obtain a license or registration under any other

Applicable Laws or by applicable Governmental Authorities, including the Investment

Company Act of 1940, the Commodities Exchange Act or the Commodity Futures Trading

Commission in connection with any funds represented by Customer’s Account; and

(j) Layer2 acts as agent to the Customer with respect to their Customer Accounts as further set

out in Section 5.03 of these Account Terms;

(k) Layer2 will select the Designated Financial Institution through which the Custodial Account

is created; and

(l) Layer2 will not be liable for any losses, expenses or damages realized by the Customer as a

result of any item dealt with in this Article II , including any act of the Designated Financial

Institution.

ARTICLE XXIV.

CUSTOMER ACCOUNT SET-UP AND MANAGEMENT

Section XXIV.1 Set Up and operation of the Customer Account. Upon execution of the Main Agreement,

together with these Account Terms appended, Layer2 will set up a virtual account for the

Customer through which the Customer will receive virtual bank Account Services in a manner

similar to those provided by the Custodial Bank. In order to set up the Customer Account,

Customer must comply with all requirements set out in Section 7.02 of the Main Agreement.

Section XXIV.2 Surety Bond. Layer2 may impose any condition, including requiring that the Customer provide

Layer2 with a surety bond or put in place an indemnity agreement in a form that is satisfactory

to Layer2.

Section XXIV.3 Customer Direction Limitations. Layer2 may refuse to comply with any Direction from Customer

if Layer2 believes that:

(a) the instruction is fraudulent or Customer did not authorize it;

(b) there are multiple or conflicting Directions;

their authority in giving the Direction; or

(d) complying with the Direction may expose Layer2 or its Affiliates to liability.

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Section XXIV.4 Customer Information. At all times that the Customer maintains a Customer Account, the

Customer shall:

(a) provide all information requested by Layer2 (the “Customer Information”), including

information pertaining to country of citizenship, residence, principal place of business, legal

and Tax status, and any other information necessary to complete all KYC requirements

under Applicable Laws;

(b) ensure the accuracy and completeness of the Customer Information; and

accurate Customer Information to Layer2 within 10 Business Days of the change taking

effect.

Section XXIV.5 Remedies for Layer2. Layer2 may restrict or close any or all of the Customer’s Accounts if Layer2

is unable to obtain some or all of the Customer Information or if any representation or warranty

made by the Customer in Section 2.02 is or ceases to be inaccurate for any reason.

Section XXIV.6 Statements. will periodically be provided to Customer through the Platform as long as

Customer’s Account is not inactive or cancelled. Customer’s will not receive paper statements.

ARTICLE XXV.

TAX REPORTING

Section XXV.1 Tax Reporting Obligations. The Customer must provide, complete or assist Layer2 with its

documentation, form preparation, filing, disclosure and reporting obligations imposed by any

Governmental Authority or required by any Applicable Laws, including any relevant Tax

identification forms, filings or disclosures and the Customer will execute all documents in

relation thereto. Such documentation, form preparation, filings, disclosures and reporting

obligations may be necessary upon:

(a) the opening or maintaining of a Customer Account;

(b) the accrual of, or payment of interest on, a Customer Account;

(d) any other obligation imposed upon Layer2 by any Governmental Authority, under

Applicable Laws or by the Custodial Bank with respect to the Account Services, the

Customer or the Customer Account

Section XXV.2 Withholding by Layer2. If Layer2 determines or reasonably believes that the Customer is subject

to withholdings by any Tax authority or Governmental Authority, or if Layer2 becomes aware

that any Customer Information held by Layer2 is inaccurate for any reason, then Layer2 may

cooperate with the Designated Financial Institution and any applicable Governmental Authority

to withhold, remit to the applicable Governmental Authority, any amounts required to be

withheld and remitted under Applicable Laws. By agreeing to these Account Terms, the

Customer agrees that Layer2 is authorized to withhold and remit the amounts contemplated in

this Section 4.02 and that Layer2 may complete and file any reports required by the applicable

Governmental Authority under Applicable Laws.

Section XXV.3 Responsibility for Tax Reporting. Notwithstanding the foregoing, the Customer is, at all times

relevant hereto, responsible for:

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(a) determining the Customer’s Tax liability related to the Customer’s Account; and

(b) reporting and remitting in a timely manner all Taxes due to the appropriate Governmental

Authority.

Section XXV.4 Obligation to Inform. The Customer must promptly notify Layer2 of all changes related to its Tax

affairs and provide all information that it or Layer2 requests to comply with the Applicable Laws.

(a) the Customer resides in a Licensed Territory;

(b) the Customer complies with all Applicable Laws in connection with Customer use of the

Customer Account;

under any Applicable Laws; and

(d) the Customer does not use the Customer Account to enable any individual or entity

(including Customer) to benefit from any Restricted Business.

Section XXV.5 No Entitlement to Interest. The Customer will not be entitled to earn any interest on funds held

in a Customer Account and no interest will accrue to, or be paid to, the Customer on funds held

in a Customer Account.

Section XXV.6 Abandoned Property. If Layer2 reasonably concludes that the Customer has abandoned its

Customer Account, then Layer2 or the Designated Financial Institution will take custody and

deliver all funds comprising the Customer Account, less any amounts owing to Layer2 or its

Affiliates, the Designated Financial Institution, or any other creditors of the Customer Account,

to the applicable Governmental Authority in accordance with Applicable Laws, provided that any

such action is not in contravention with Applicable Laws. If any such action contravenes

Applicable Laws, Layer2 shall take such steps as are permitted under Applicable Laws are

available to it to take control of the funds comprising the Customer Account and to cover all

amounts owing to it under the Main Agreement and these Account Terms. Once Customer

funds have been remitted to a Governmental Authority, retrieval of such funds by the Customer

will be based on that particular Governmental Authority’s required procedures, discretion, and

the application of Applicable Laws.

ARTICLE XXVI.

SPECIFIC TERMS

Section XXVI.1 Available Balance. Solely for the purpose of determining whether funds are available to be

transferred or paid out of the Customer’s Account at a particular time, the Available Balance will

be adjusted to reflect any Holds on funds to be credited to, or debited from, the Customer’s

Account, as appropriate, and the Customer can view the Available Balance on the Platform.

Section XXVI.2 Adding Funds. The Customer may add funds to the Customer’s Account by way of ACH

transaction, wire transfer, Digital Asset transfer to the public key, or in some cases from another

Customer Account.

Section XXVI.3 Agency. The Customer authorizes Layer2 to act as its agent with regard to all matters relating to

their Customer Accounts, but only to the extent necessary to deliver the Account Services

contemplated in these Account Terms.

Section XXVI.4 No Obligation to Notify. Layer2 is not obligated to notify Customer promptly when funds have

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been received by the Customer’s Account. The Customer can confirm receipt of the deposit via

the Platform within 24 hours of the amount being received.

Section XXVI.5 Transfers from the Customer’s Account. By initiating a transfer from one of the Customer’s

Accounts via the Platform or an authorized API, the Customer authorizes Layer2 to take the

necessary steps to complete the Account Transaction. Layer2 may refuse to initiate or complete

any transfer that:

(a) is initiated by any method that Layer2 does not specifically permit; or

(b) does not include all information Layer2 or the Designated Financial Institution requires.

Section XXVI.6 Cut-Off Times. Layer2 establishes daily cut-off times for various Account Transactions available

to Customer Accounts. Announcements with respect to daily cut-off times are made on the

Platform and effective immediately on the date of posting. The Customer may contact Layer2 to

verify the Cut-Off Time for a particular Account Transaction or to verify whether Layer2 intends

to change a Cut-Off Time within the coming 5 Business Days.

Section XXVI.7 Right to Freeze Funds. Layer2 or the Designated Financial Institution may elect to freeze or

place a Hold on some or all of the Customer’s funds, including a Hold for more than the

Available Balance where warranted by the circumstances, if Layer2 or the Designated Financial

Institution has reasonable cause to:

(a) doubt collectability of Fees or any other cost or amount that may be payable by the

Customer;

(b) believe that the funds may be related to potential fraud, including where the Customer

Account is newly set-up or where the transfer involves a large transfer of funds; or

Section XXVI.8 Account Numbers. The Layer2 Parties involved in an Account Transaction may rely on the

routing number and account number that the Customer provides when giving a Direction. If the

Direction gives both a routing number or account number and a name, and the name identifies a

different Person from the account owner identified by the number, the Layer2 Parties involved

in the Direction may still rely exclusively on the number provided by the Customer or, in the

alternative, the Layer2 Parties may reject the transfer, in their sole discretion.

Section XXVI.9 No Overdrafts. There is no overdraft feature associated with Customer Accounts. If the

Customer’s Available Balance is not sufficient to pay for each fee associated with the Customer

Account in the order in which such fees are processed, Layer2 may:

(a) reject any Directions given by the Customer,

(b) reject or return any funds received by the Customer Account,

which case all amounts owing to Layer2 will become immediately due and payable by the

Customer.

Layer2 does not impose a fee when it returns or rejects a Customer initiated Account

Transaction where there are insufficient funds to complete the Account Transaction. However,

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third-parties may impose a fee or other charge (such as penalty interest) for dishonored or late

payments, and the Customer is solely responsible for those fees and charges.

Section XXVI.10 Use of Provisional Funds. All deposits to a Customer’s Account are provisionally credited

subject to final settlement. If Layer2 permits the Customer to transfer funds from Customer’s

Account before final settlement has been made for any provisionally credited deposits into the

Customer’s Account, and the funds currently in the Customer’s Account are not sufficient to

cover the transfer of funds and all fees payable thereon, then the shortfall amount, plus any fees

payable on the transfer (collectively, the “Credit Amount”) will be deemed to be a loan

advanced by Layer2 to the Customer and the Customer will be liable to Layer2 for the Credit

Amount. In the event that the cleared funds are not sufficient to pay the Credit Amount, the

Customer will be liable for any costs incurred by Layer2 with respect to the collection of any

shortfall on the Credit Amount from the Customer, including costs, attorneys’ fees, and all other

losses, damages or costs that Layer2 incurs in relation to the advance of funds. With respect to

recovery of the Credit Amount, Layer2 has the right to:

(a) draw the amount directly from the Customer’s Account; at any times and in any amounts

until the Credit Amount has been reduced to NIL, notwithstanding that the amount of funds

available in the Customer’s Account at a particular time may not be sufficient to repay the

entirety of the Credit Amount; and

(b) obtain a refund from Customer for any amounts owing to Layer2 at any time, which may be

demanded by way of invoice or such other method as determined appropriate by Layer2.

Except to the extent caused by Layer2’s gross negligence or willful misconduct, Layer2 will not

be liable for any losses, damages or costs resulting from any reversal of credit or return of any

Account Transactions relating to a particular Customer’s Account.

Section XXVI.11 Layer2’s Right to Refuse. To the extent that Applicable Laws do not prohibit it, Layer2 may

refuse to complete any Account Transaction, including:

(a) if the Customer’s Account has insufficient funds to cover an Account Transaction, including

fees payable thereon;

(b) if Layer2 is unable to verify ownership of or other information about the Customer Account,

or the individual or entity to or from whom the funds will be transferred;

(d) if the Account Transaction would violate these Account Terms or Applicable Laws.

Section XXVI.12 Provisional Credit. The Customer acknowledges that the Applicable Laws make provisional any

credit given for an Entry until the financial institution crediting the account specified in the Entry

receives final settlement. If the financial institution does not receive final settlement, it is

entitled to a refund from the credited party and the originator of the Entry shall not be deemed

to have paid the party.

Section XXVI.13 Customer will maintain the Account during the term of this Main Agreement. The Customer

will maintain a sufficient Available Balance in the Customer’s Account to cover all credit and

debit Entries applicable to the Customer as of the applicable settlement date. The Customer

authorizes Layer2 to debit the Customer’s Account on the applicable settlement date in the

amount of each Entry. In the event there is not a sufficient Available Balance in the Customer’s

Account to cover the Customer obligations under these Account Terms, the Customer agrees

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that Layer2 may debit any or all of the Customer’s Accounts to satisfy the amount owing to

Layer2, and Layer2 may, in addition to, or in the alternative, as the case may be, set-off against

amounts owing by Layer2 to the Customer against any amounts owing by the Customer to

Layer2.

Section XXVI.14 Cancellation or Amendment. The Customer shall have no right to cancel or amend an Entry

once a Direction has been commenced by Layer2. Layer2 will, however, use reasonable efforts

to act on a request, in writing, by the Customer to cancel a Direction or Entry before it has been

transmitted to the Federal Reserve Bank. In order to amend a Direction or Entry, the Customer

may be required to submit a new Direction to Layer2 through the Platform or in a different

format than the original Direction. Layer2 shall have no liability if the cancellation or change is

not affected and Layer2 makes no representations as to whether any such amendment of an

Entry is possible or the likelihood of such an amendment being successful.

Section XXVI.15 Reversals. The Customer may request the reversal of an Entry for erroneous or duplicate

Account Transactions that have been transmitted to the applicable Governmental Authority by

contacting Layer2.

Section XXVI.16 Limits. There are limits on the number and value of Account Transactions that can be made out

of a Customer’s Account. Such limits are set out on the Platform and may be updated from time

to time, with effect immediately upon posting. From time to time, Layer2 may increase or

decrease the transaction limits applicable to a particular Customer’s Account, or Layer2 may

allow a Customer’s Account to exceed the maximum transaction limits, without notice (unless

Applicable Laws require otherwise), provided, however, that Layer2 does so in its sole discretion

and is under no obligation to do so.

Section XXVI.17 Obligation to Review. The Customer must review the Customer’s Account history and each

Account Transaction as soon as possible. If the Customer believes that there is an error or

discrepancy in a particular Account Transaction, the Customer must notify Layer2 no later than

30 days after Layer2 makes the Customer Account history available to Customer (or, if

applicable, a longer period required by Applicable Laws). If Customer believes an unauthorized

Account Transaction has been made on the Customer’s Account, then the Customer must

immediately notify Layer2 in any case within 1 Business Day after the Customer become aware

of such unauthorized Account Transaction. If Layer2 requests, the Customer must submit a

written statement with details about the unauthorized Account Transaction. If the Customer

fails to notify Layer2 as required under this Section, then losses, damages, or costs suffered by

the Customer as a result of the unauthorized Account Transaction may not be recoverable, or

recovery may be more time consuming or difficult.

Section XXVI.18 Assistance in Investigations. Customer must assist Layer2 in the investigation and related

prosecution of claims for unauthorized Account Transactions by completing the appropriate

statements and reports reasonably requested by Layer2.

Section XXVI.19 Withholding Account Transactions. If after final settlement of any Account Transaction, the

Customer or any third party submits a claim to Layer2 alleging that the Account Transaction was

altered, contained a forged or unauthorized signature or endorsement, or was not properly

payable for any reason, then Layer2 may withhold the amount of the Account Transaction from

the Customer’s Account until the claim is finally investigated and resolved.

Section XXVI.20 Liability Related to Account Transactions. The Customer is responsible for all Account

Transactions on the Customer’s Account, whether or not they are authorized. To the maximum

extent permitted by Applicable Law, and none of Layer2, its Affiliates or the Designated Financial

Institution will be liable to the Customer, the Customer’s Affiliates or any third party for any

losses, damages or costs arising out of or relating to:

(a) a failed Account Transaction on the Customer’s Account, including if Layer2 refuses to

process or complete any Account Transaction, for any reason, or if an Account Transaction

fails due to circumstances outside of Layer2’s control;

(b) Layer2 completing an Account Transaction or otherwise acting in reliance upon any

incorrect or incomplete information provided or made available to Layer2;

(d) any Designated Financial Institution or correspondent bank’s negligence or failure, or for

funds lost in transit.

Section XXVI.21 Limitation of Liability. To the extent that Applicable Laws invalidate or render unenforceable

any limitations or exclusions of liability of Layer2 and its Affiliates under these Account Terms,

then the Layer2 Parties’ aggregate liability will be limited to the face value of the Account

Transaction.

Section XXVI.22 Jurisdiction. For the purposes of Custodial Accounts only, and unless otherwise required by

Applicable Law, the laws of the jurisdiction in which the Custodial Bank is headquartered applies

to the funds Layer2 holds on the Customer’s behalf in the Custodial Account.

ARTICLE XXVII.

ACH TRASACTIONS

Section XXVII.1 NACHA Requirements. Under the Rules (the “Rules”) of the National Automated Clearing House

Association (“NACHA”), the Customer is the originator of each Entry that originates from the

Customer Account. In order to use ACH network to complete ACH transactions, the Customer

must:

(a) obtain the consent from each of the Customer’s payors and payees, in compliance with the

Rules, before originating an Entry using the ACH network to debit or credit their account;

and

(b) maintain the security and integrity of all information the Customer collects in the course of

making a Payment.

Layer2 may suspend the Customer from accessing the ACH Service if the Customer originates a

Payment that results in a dispute or unauthorized Account Transaction.

Section XXVII.2 Interpretation. Unless otherwise defined in this Main Agreement, capitalized terms that appear

in this Article VI shall have the meanings set forth in the Rules.

Section XXVII.3 Layer2 Authorization. By using a Customer Account, the Customer authorizes and instructs

Layer2 to create and/or send NACHA formatted files on the Customer’s behalf to:

(a) execute the transfer of funds to or from another financial institution;

(b) disburse/concentrate funds; or

ACH Services are provided by the Custodial Bank.

Section XXVII.4 ACH Rules. When engaging in any transaction through the ACH Service, the Customer agrees to

comply with and be bound by the Rules. In the event the Customer violates any of the Rules and

NACHA imposes a fine on Layer2 or the Custodial Bank because of the violation, Layer2 may

charge the fine, and any costs associated to the Customer.

The Customer can obtain a copy of the Rules from NACHA at: 13450 Sunrise Valley Drive, Suite

100 Herndon, VA 20171; instructions for obtaining a copy of the Rules are also available at

www.nacha.org.

Section XXVII.5 ACH Warranties. When using the ACH Service, the Customer warrants and covenants that it will

ensure that:

(a) each Entry is accurate, timely, and has been authorized by the party whose account will be

credited or debited, and otherwise complies with the Rules;

(b) each debit Entry is for an amount, which on the settlement date with respect to it, will be

owing to the Customer from the party whose account will be debited, and is:

(i) for a sum specified by such party to be paid to the Customer, or

(ii) a correction of a previously transmitted erroneous credit Entry;

(iii) the Customer has complied with all pre-notification requirements of the Rules;

(iv) the Customer will comply with, and perform all of its obligations under, Applicable

Laws, including the terms of the Electronic Funds Transfer Act, if applicable, or Article

4A of the Uniform Commercial Code, if applicable; and

(v) the Customer shall indemnify Layer2 against any loss, damages, liability or expense

(including attorney’s fees and expenses) resulting from or arising out of any breach of

any of the foregoing warranties or covenants.

Section XXVII.6 Depositing via Direct Debit (ACH Pull). If the Customer chooses to deposit Currency using ACH

Pull direct debit, the Customer will need to provide the Customer’s bank login details or bank

account details, as the case may be, including the Customer’s bank account number and routing

number. With respect to any ACH Pull, the Customer warrants and covenants that:

(a) the Customer details provided are correct,

(b) the Customer is authorized to access and transmit funds from the Customer bank account;

(d) the Customer has the authority to initiate an electronic funds transfer in the amount at

issue to or from Customer bank account.

Section XXVII.7 Enduring Authorization. By uploading money using ACH Pull, the Customer authorizes Layer2 to

initiate electronic credits and debits to the Customer bank account through the ACH Service,

including any applicable fees and charges, and this authorization shall remain in effect so long as

the Customer is a registered user with the ACH Service, unless canceled in accordance with the

Rules, if applicable, and this Customer Agreement.

Section XXVII.8 Depositing ACH Push. If Customer chooses to deposit Currency using the ACH Push or domestic

wire transfer method, then the Customer transaction order will remain inactive until Layer2

receives the funds in the Layer2 specified account via ACH Push or domestic wire transfer. In

cases where the upload transaction is cancelled or refused, for any reason, then Layer2 will

promptly return the deposit to the Customer’s bank account from which the transaction

originated.

Section XXVII.9 Audits. Layer2 shall have the right to audit any records for compliance with these Account

Terms and the Rules as they relate to the use of ACH Services by the Customer.

ARTICLE XXVIII.

WIRE TRANSACTIONS

Section XXVIII.1 Account Number. Where the Customer sends or receives a domestic wire transfer,

Layer2 will provide specified bank account details that can be used with third parties to

complete the wire transfer transaction. Funds received using this method will not be available

to the Customer until Layer2 receives the funds the Layer2 specified account.

Custodial Bank provides the underlying wire transfer services and account details.

Section XXVIII.2 Reversal or Chargeback. The Customer acknowledges that the money received in the

Customer’s Account via this method may be subject to reversal or chargeback and the Customer

agrees that Layer2 may deduct the received amount from Customer’s Account if it is cancelled

or reversed by the payor or any relevant payment services provider. If the transaction is

cancelled or refused, for any reason, then Layer2 will promptly return the deposit to the bank

account from which the transaction originated.

ARTICLE XXIX.

SECURITY

Section XXIX.1 Disputes. To the maximum extent permitted by Applicable Law, the Customer is liable to Layer2

for all losses, damages and costs that Layer2 incurs as a result of any dispute involving the

Customer’s Account. The Customer authorizes Layer2 to:

(a) deduct these losses, damages and costs from funds in Customer’s Account; or

(b) set them off in accordance with these Account Terms, with or without prior notice to the

Customer.

Section XXIX.2 General Setoff and Required Payments. With respect to any amount owing to a Layer2 Party,

and subject to Applicable Law, Layer2 may:

(a) deduct, recoup or set-off all fees the Customer owes from funds in the Customer’s Account,

even if this would cause an overdraft; and

(b) invoice the Customer for some or all outstanding fees at any time, as necessary, and the

Customer must pay the fees immediately, and in any event, not later than 30 days from the

date of the charge;

and such remedies are not mutually exclusive and can be taken by Layer2 at the same time. For

the purposes of the foregoing, amounts owing to the Layer2 Parties may include amounts that

arose from overdrafts, drawn provisional credit pursuant to Article V of these Account Terms,

amounts owed to Layer2 by a third-party if the Customer has guaranteed that Customer will pay

their debts, or any other method in which an amount could become owing to Layer2.

Section XXIX.3 Grant of Security to Layer2. To secure any debt that the Customer owes to Layer2, its Affiliates,

or their respective Third-Party Service Providers, if any, the Customer grants Layer2 a first-

priority security interest in, lien on and right of setoff against, all of Customer’s rights in:

(a) the Customer’s Accounts and all the funds contained therein;

(b) the funds Layer2 holds on Customer’s behalf in the Custodial Account (if any);

account; and

(d) the property acquired with the Customer’s Accounts or the funds held in such Customer’s

Accounts.

For greater certainty, a debt may include any amount owing to Layer2,

The debts that are secured by this security interest, lien and right of setoff include overdrafts

and fees that Customer may owe in relation to the Customer’s Account, as well as amounts

owed to. If a debt like this is due or overdue,

ARTICLE XXX.

RESTRICTING OR CLOSING OF ACCOUNTS.

Section XXX.1 Restricting Customer’s Account. Layer2 may decline, delay, freeze or reverse an Account

Transaction or part of an Account Transaction, restrict access to Customer’s Account or

information on Customer’s Account, or remove funds from Customer’s Account to hold them

pending investigation to protect Customer, Layer2 or its Affiliates, or to comply with Applicable

Laws. Examples of circumstances where Layer2 may exercise these rights include where:

(a) the Customer’s Account has a balance of $0 for at least 90 consecutive days;

(b) the Customer’s Account has been inactive for at least 12 months;

(d) the Customer’s Account is involved in any legal proceeding under any Applicable Law;

(e) Layer2 receives conflicting information or Directions regarding ownership, control or

activity of the Customer’s Accounts;

(f) Layer2 suspects that the Customer may be the victim of a fraud, scam or financial

exploitation; and

(g) Layer2 suspects that the Account Transaction involving the Customer or the Customer’s

Account may involve illegal activity or may be fraudulent.

Section XXX.2 Replacement Account. Layer2 may transfer the Customer’s Account information and

documentation to a replacement Designated Financial Institution, whereupon a new account

will be created by the replacement Designated Financial Institution and provided to the

Customer. Layer2 may also request that the current Designated Financial Institution cancel and

replace the Customer’s Account where Layer2 reasonably believes it is necessary to protect the

Customer or the Customer’s Account security. Layer2 may move Layer2’s omnibus accounts

(and therefore the Customer’s Account) to a different financial institution. Layer2 will not be

liable for any costs, losses or damages realized by the Customer as are result of any action taken

by Layer2 in accordance with this Section 9.02 .

Section XXX.3 Closing a Customer Account. A Customer Account may be closed by:

(a) Layer2 at any time for any reason upon notice to the Customer through the Platform;

(b) by the Customer at any time by giving 30 days’ notice to Layer2, during which the Customer

may transfer funds from Customer’s Account in compliance with these Account Terms,

provided, however, that notwithstanding the foregoing, Layer2 may keep the Customer’s

Account open, at its sole discretion and in accordance with Applicable Law, if:

(d) there is an overdraft on the Customer’s Account; or

(e) the Customer’s Account is subject to a legal proceeding under Applicable Law, and

in any such case described in Section 9.03(a) , (b) or (c) , Layer2 may restrict the Customer’s

Account against withdrawals, other than in accordance with Applicable Law, until all amounts

owing to Layer2 hereunder have been repaid, the Customer Account is no longer in overdraft,

and the Customer’s Account is no longer the subject of a legal proceeding, as applicable. If the

Customer’s Account balance is greater than $0, after Layer2 deducts fees, expenses, claims and

other deductions in accordance with these Account Terms, Layer2 may require the Customer to

withdraw the remaining balance before Layer2 closes Customer’s Account.

Section XXX.4 Consequences of Closing Customer Account. After Customer’s Account is closed:

(a) Layer2 has no obligation to accept funds into Customer’s Account, process Account

Transactions through the Customer Account, or satisfy any outstanding demands for

payment; and

(b) Layer2 will make available the Customer’s Account history for 60 days, or such other

duration as required by Applicable Law.

ARTICLE XXXI.

DIGITAL ASSETS

Section XXXI.1 Digital Asset Management. the Customer acknowledges that:

(a) Layer2 will not monitor Digital Assets for actions taken by the issuer of such Digital Asset, if

any, including where an issuer has provided Directions requiring the holder of a particular

Digital Asset to transfer it to a certain location in order to protect the Digital Asset from loss

or to allow the holder of the Digital Asset to realize a benefit;

(b) the Customer is solely responsible for satisfying or responding to any actions of an issuer of

the nature described in Section 10.01(a) ;

Assets owned or held by Layer2 on behalf of other Customers;

(d) Digital Assets held on behalf of Customers will not be reflected on Layer2’s balance sheet as

assets of Layer2;

(e) Layer2 will record on its books and records all Digital Assets sent and received through the

Customer’s Digital Asset account;

(f) the Customer will be able to view their transaction records and balances on the Platform in

real time; and

(g) subject to Applicable Law, the Customer’s Digital Assets are not be subject to any right,

charge, security interest, lien or claim of any kind in favour of Layer2 or any of its Affiliates

or of any creditor of any of them, and Layer2 does not have the independent right or

authority to assign, hypothecate, pledge, encumber or otherwise dispose of any of the

Customer’s Digital Assets.

Section XXXI.2 Forks, Airdrops.

(a) Should a Fork occur:

(i) Layer2 retains the right, in its sole discretion, to determine whether or not to support

(or cease supporting) either the original network or the newly forked network (each,

a “Forked Network”),

(ii) in connection with determining to support a Forked Network, Layer2 may suspend

certain operations, in whole or in part (with or without advance notice), for however

long Layer2 deems necessary, in order to take the necessary steps, as determined in

its sole discretion, to perform obligations hereunder with respect to supporting a

Forked Network,

(iii) the Customer hereby agrees that Layer2 shall determine, in its sole discretion,

whether to support such Forked Network and that the Customer shall have no right

or claim against Layer2 related to value represented by any change in the value of

any Digital Asset (whether on a Forked Network or otherwise), including with respect

to any period of time during which Layer2 exercises its rights described herein with

respect to Forks and Forked Networks,

(iv) Layer2 will use commercially reasonable efforts to timely select, in its sole discretion,

at least one (1) of the Forked Networks to support and will identify such selection in a

written notice posted on the Platform,

(v) With respect to a Forked Network that Layer2 chooses not to support, it may, in its

sole discretion, elect to:

1) abandon or otherwise not pursue obtaining the Digital Assets from that Forked

Network, or

2) deliver the Digital Assets from that Forked Network to the Customer within a

time period as determined by Layer2 in its sole discretion, together with any

Credentials, keys, or other information sufficient to gain control over such Digital

Assets (subject to the withholding and retention by Layer2 of any amount

reasonably necessary, as determined in Layer2’s sole discretion, to fairly

compensate Layer2 for the efforts expended to obtain and deliver such Digital

Assets to the Customer),

(vi) With respect to Forked Networks that Layer2 chooses to support, the Customer may

be responsible for the fees for such support (to be negotiated), and the Customer

acknowledges and agrees that Layer2 assumes no responsibility with respect to any

Forked Network and related Digital Assets that it chooses not to support, and

(vii) the supply of Digital Assets available as a result of a Forked Network and Layer2’s

ability to deliver Digital Assets resulting from a Forked Network may depend on

circumstances or third-party providers that are outside of Layer2’s control. Layer2

does not own or control any of the protocols that are used in connection with Digital

Assets and their related Digital Asset networks, including those resulting from a

Forked Network. Accordingly, Layer2 disclaims all liability relating to Forked Network

and any change in the value of any Digital Assets (whether on a Forked Network or

otherwise), and makes no guarantees regarding the security, functionality, or

availability of such protocols or Digital Asset networks. The Customer accepts all risks

associated with the use of the Services and the Platform to conduct transactions,

including, but not limited to, in connection with the failure of hardware, software,

and internet connections;

(b) In the event that a Digital Asset network, entity or Person (a “Sender”) attempts to or does

contribute (sometimes called “airdropping” or “bootstrapping”) its Digital Assets

(collectively, “Airdropped Digital Assets”) to holders of Digital Assets on an existing Digital

Asset network and the Customer notifies Layer2 in writing of such event, Layer2 may, in its

sole discretion:

(i) elect to:

1) subject to an airdrop fee to be determined, support the Airdropped Digital Asset

for custody and, if appropriate, reconcile Customer Account(s),

2) abandon or otherwise not pursue obtaining the Airdropped Digital Assets; or

(ii) within a time period as determined by Layer2 in its sole discretion, deliver the

Airdropped Digital Assets from that Digital Asset network to the Customer, together

with any Credentials, keys, or other information sufficient to gain control over such

Airdropped Digital Assets (subject to the withholding and retention by Layer2 of any

amount reasonably necessary, as determined in Layer2’s sole discretion, to fairly

compensate Layer2 for the efforts expended to obtain and deliver such Airdropped

Digital Assets to the Customer), and

(iii) If Layer2 supports, obtains or delivers Airdropped Digital Assets, such actions will not

create any relationship between the Sender and Layer2, grant any interest or rights

to the Sender (including, without limitation, any third party beneficiary rights), or

subject Layer2 to any obligations as it relates to the Sender.

Section XXXI.3 Limitation of Layer2 Obligations With Respect to Digital Assets. Notwithstanding any

Applicable Law to the contrary regarding any common law or contractual duty, the Customer

acknowledges and agrees that:

(a) Layer2 will perform only such duties as are expressly set forth herein as Services, and no

additional duties or obligations shall be implied;

(b) Layer2 has the authority to do all acts that Layer2 reasonably determines are necessary,

proper, or convenient for it to perform its obligations under this Main Agreement;

Page 46 of 2

Applicable Laws,

(d) Layer2 may refuse to provide any Services to the Customer with respect to the Digital

Assets, in its sole discretion, where it reasonably believes that the Customer or the Service

to be delivered does not comply with Applicable Laws, and

(e) Layer2 has no duty to inquire as to the provisions of or application of any agreement or

document other than the Main Agreement and the Account Terms, notwithstanding its

receipt of such agreement or document; and

Section XXXI.4 Digital Assets Acknowledgements. The Customer acknowledges that:

(a) Layer2 has no control over the blockchains and markets in which Digital Assets are

purchased and traded, and such may be subject to technology flaws, manipulations, hacks,

double spending, “51%” attacks, other attacks, and operational limitations;

(b) Layer2 does not control and makes no guarantee as to the functionality of any Blockchain’s

decentralized governance, which could, among other things, lead to delays, conflicts of

interest, or operational decisions that may impact the Customer or its Digital Assets;

Blockchain supporting a specific Digital Asset inoperative;

(d) the price and liquidity of Digital Assets has been subject to large fluctuations in the past and

may be subject to large fluctuations in the future;

(e) Digital Assets in the Customer’s Accounts are not subject to Deposit Insurance and may not

be subject to the protection afforded customers under the Securities Investor Protection

Act of 1970, as amended, or similar Applicable Laws in Applicable Jurisdictions;

(f) Digital Assets are not legal tender and are not backed by any government;

(g) legislative and regulatory changes or actions under Applicable Laws may adversely affect

the use, transfer, exchange, and value of Digital Assets;

(h) transactions in Digital Assets may be irreversible, and, accordingly, losses due to negligent,

fraudulent or accidental transactions may not be recoverable;

(i) some Digital Asset transactions shall be deemed to be made when recorded on a public

ledger, which is not necessarily the date or time that transaction was initiated;

(j) the value of Digital Assets may be derived from the continued willingness of market

participants to exchange Currency or Digital Assets for Digital Assets, which may result in

the potential for permanent and total loss of value of a particular Digital Asset should the

market for that Digital Asset disappear;

(k) there is no assurance that a Person who accepts a Digital Assets as payment today will

continue to do so in the future;

(l) due to the volatility and unpredictability of the price of Digital Assets relative to Currency

trading and owning Digital Assets may result in significant loss over a short period of time;

and

Page 47 of 2

(m) Digital Asset values can fluctuate substantially which may result in a total loss of the value

of Digital Assets.

Transferencias internas:
Ilimitadas entre cuentas NOBA.	Gratuitas
Depositos:
Domestico (ACH):	$5
Domestico (FEDWIRE):	$20
Internacional (SWIFT):	$40
Retiros:
Domestico (ACH):	$5
Domestico (FEDWIRE):	$30
Internacional (SWIFT):	$50

Depositos:
Domestico (ACH):	Free of charge
Internacional (SWIFT):	Próximamente
Retiros:
Domestico (ACH):	$5
Internacional (SWIFT):	Próximamente

Depositos:
Domestico (SEPA):	Próximamente
Internacional (SWIFT):	Próximamente
Retiros:
Domestico (SEPA):	Próximamente
Internacional (SWIFT):	Próximamente

Terms and Conditions

Disclaimer

Terms and Conditions

MAIN CUSTOMER AGREEMENT

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