Monetrix Group Inc. (“Monetrix”, “we”, “us”, or “our”) provides digital asset exchange services through its website, interfaces, embedded widgets, APIs, and related technological infrastructure (collectively, the “Services”). These Terms of Use (the “Terms”) govern the contractual relationship between Monetrix and any individual or legal entity (“User”, “you”, or “your”) accessing or using the Services.

The Services are offered subject to your acceptance of these Terms. By accessing, registering for, or using the Services in any manner, you acknowledge and agree that you have read, understood, and accepted these Terms in their entirety and that you are legally bound by them. Your use of the Services constitutes a continuing affirmation of your agreement to be bound by these Terms and by any policies incorporated herein by reference.

By using the Services, you represent and warrant that you:

• (a) Are at least eighteen (18) years of age;
• (b) Possess full legal capacity to enter into binding contractual obligations;
• (c) Are not subject to any legal disability preventing you from entering into this agreement.

If you access or use the Services on behalf of a legal entity, you further represent and warrant that you are duly authorized to bind that entity to these Terms and that the entity agrees to be legally bound by them. Monetrix reserves the right to request documentation evidencing such authority at any time.

You agree that your electronic acceptance of these Terms constitutes a valid and binding agreement under applicable law. You consent to the use of electronic communications, electronic signatures, and electronic records in connection with the Services. All electronic records maintained by Monetrix relating to your Account, transactions, communications, and agreements shall be deemed authentic and admissible to the fullest extent permitted by law.

Monetrix may amend these Terms from time to time in order to reflect changes in legal requirements, regulatory obligations, operational practices, or business models. Any amendment shall become effective upon publication on the Monetrix platform. It is your responsibility to review the Terms periodically. Continued use of the Services after publication of updated Terms constitutes acceptance of the revised Terms.

These Terms constitute the entire agreement between you and Monetrix concerning the Services and supersede all prior communications, representations, or agreements. If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Monetrix Group Inc. is incorporated under the laws of the Province of Ontario, Canada. Monetrix operates as a registered Money Services Business (“MSB”) under applicable Canadian anti-money laundering and counter-terrorist financing legislation.

Monetrix provides non-custodial digital asset exchange services limited exclusively to the purchase and sale of supported Digital Assets directly between Monetrix and its Users.

Monetrix acts solely as principal in transactions executed through the Services. Users purchase Digital Assets directly from Monetrix and sell Digital Assets directly to Monetrix. Monetrix does not:

• Operate a peer-to-peer exchange;
• Match buyers and sellers;
• Provide brokerage or agency services;
• Hold Digital Assets in custody;
• Maintain user balances of Digital Assets.

Transactions are bilateral between Monetrix and the User.

Monetrix is not a bank, trust company, credit union, deposit-taking institution, or financial intermediary holding customer deposits. Funds transmitted to Monetrix for transaction execution do not constitute deposits and are not insured by any governmental authority or deposit insurance scheme. No interest accrues on funds processed in connection with the Services.

Monetrix does not store, safeguard, manage, or control User private keys. Digital Assets purchased are transferred directly to a blockchain wallet designated by the User. Users are solely responsible for securing their wallets and private keys.

Monetrix does not provide financial, investment, legal, or tax advice. Any information made available through the Services is for informational purposes only. Nothing in these Terms creates a fiduciary relationship between Monetrix and the User.

For the purposes of these Terms, the following definitions apply:

• “Account” means a verified profile created by a User upon completion of identity verification.
• “Buy Order” means a transaction initiated by a User to purchase supported Digital Assets from Monetrix using Fiat Currency.
• “Sell Order” means a transaction initiated by a User to sell supported Digital Assets directly to Monetrix in exchange for Fiat Currency.
• “Digital Asset” means a blockchain-based cryptographic digital representation of value supported by Monetrix.
• “Fiat Currency” means government-issued legal tender supported by Monetrix, including Canadian Dollars (CAD) and Euros (EUR).
• “Service Fee” means the percentage-based fee charged by Monetrix for facilitating a transaction.
• “Processing Fees” means transaction-related costs incurred by Monetrix, including payment processor fees, banking fees, liquidity sourcing costs, compliance infrastructure expenses, and operational settlement expenses.
• “Network Fees” means blockchain transaction fees required by the relevant protocol to validate and confirm Digital Asset transfers.

Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. References to “including” mean “including without limitation.” References to laws include amendments and successor legislation.

Access to the Services is restricted to Users who meet Monetrix’s legal, regulatory, and compliance criteria.

You represent and warrant that you are not prohibited by any law applicable to you from accessing or using the Services.

You represent and warrant that you are not:

• Located in, organized under the laws of, or resident of any jurisdiction subject to comprehensive economic sanctions;
• Listed on any sanctions list administered by Canada, the United Nations, the European Union, the United States, or any other relevant authority.

Monetrix does not provide Services to individuals or entities located in jurisdictions designated as high-risk by the Financial Action Task Force (FATF).

The Services are not available to U.S. Persons. You represent and warrant that you are not a U.S. Person as defined under applicable U.S. laws.

Monetrix may use IP monitoring, device fingerprinting, sanctions screening tools, blockchain analytics, and risk-based compliance controls to enforce geographic and regulatory restrictions. Monetrix may suspend or terminate access at its sole discretion where regulatory risk is identified.

Access to the Services requires successful completion of Monetrix’s onboarding and identity verification procedures in accordance with Canadian anti-money laundering legislation.

To create an Account, you must provide accurate and complete information. You agree that all information provided during registration and thereafter shall be truthful and not misleading. You are responsible for updating your information if it changes.

Monetrix may require:

• Government-issued identification;
• Proof of residential address;
• Biometric or selfie verification;
• Corporate documentation (for legal entities);
• Disclosure of Ultimate Beneficial Owners (UBOs).

Monetrix reserves the right to use third-party verification providers.

Monetrix conducts ongoing transaction monitoring in accordance with regulatory obligations. Your continued access to the Services is subject to satisfactory compliance review.

Monetrix may request documentation evidencing lawful source of funds or source of wealth. You agree to provide requested documentation within fourteen (14) days of request. Failure to cooperate may result in transaction delay, suspension, or termination.

Monetrix may refuse to open an Account, suspend access, or terminate an existing Account where:

• Verification requirements are not satisfied;
• Compliance concerns arise;
• Regulatory obligations require restriction.

Monetrix shall not be liable for losses arising from regulatory compliance actions taken in good faith.

Monetrix may permit legal entities, corporations, partnerships, trusts, and other organizational structures (“Business Clients”) to access and use the Services, subject to enhanced due diligence and corporate verification requirements. Business Clients are subject to all provisions of these Terms in addition to the specific obligations set forth in this Section.

Prior to granting access to the Services, Monetrix may require Business Clients to provide documentation sufficient to verify the legal existence, ownership structure, and operational legitimacy of the entity. Such documentation may include:

• Certificate of incorporation or registration;
• Articles of incorporation or equivalent constitutional documents;
• Shareholder registers;
• Organizational charts;
• Proof of registered address;
• Tax identification numbers;
• Evidence of business activities.

Monetrix reserves the right to request updated documentation at any time.

Business Clients must disclose all Ultimate Beneficial Owners (UBOs), defined as any natural person who directly or indirectly owns or controls a significant percentage of the entity or otherwise exercises effective control over it.

Monetrix may require full identity verification of each UBO in accordance with applicable anti-money laundering legislation. Failure to accurately disclose beneficial ownership may result in immediate suspension or termination.

Monetrix may require a formal board resolution or equivalent written authorization confirming:

• Approval to open and maintain an Account with Monetrix;
• Designation of authorized representatives;
• Confirmation of authority to bind the entity.

Authorized representatives must act strictly within the scope of authority granted by the Business Client.

Business Clients represent and warrant that:

• They are duly organized and validly existing under applicable law;
• They are not acting on behalf of undisclosed third parties;
• They are not operating as intermediaries for sanctioned or prohibited persons;
• All funds used for transactions originate from lawful business activities.

The Business Client remains fully responsible for all activity conducted through its Account.

Users agree to use the Services solely for lawful purposes and in strict compliance with all applicable laws and regulations.

You shall not use the Services in connection with:

• Money laundering;
• Terrorist financing;
• Sanctions evasion;
• Fraudulent activity;
• Market manipulation;
• Structuring or layering of transactions;
• Any activity that violates applicable financial crime laws.

Monetrix may monitor transactions and report suspicious activity to relevant authorities.

You are solely responsible for maintaining the confidentiality of your login credentials and for all activity conducted through your Account. You must implement appropriate security safeguards to prevent unauthorized access. Monetrix shall not be liable for losses resulting from your failure to secure your Account.

Accounts are personal and non-transferable. You may not:

• Share login credentials;
• Permit third-party access;
• Transfer control of your Account.

Each natural person may maintain only one Account unless expressly authorized in writing by Monetrix.

All payment instruments used must be registered in your own legal name. Monetrix strictly prohibits the use of third-party bank accounts, cards, or payment methods. Transactions initiated using unauthorized payment instruments may be treated as fraud.

You must immediately notify Monetrix if you suspect unauthorized access or compromise of your Account. Monetrix reserves the right to freeze Accounts pending investigation.

Monetrix provides non-custodial on-ramp and off-ramp services enabling Users to exchange Fiat Currency and supported Digital Assets directly with Monetrix. Monetrix acts exclusively as principal in each transaction.

When initiating a Buy Order, the User instructs Monetrix to sell supported Digital Assets in exchange for Fiat Currency. Displayed prices prior to payment are indicative only and do not constitute binding quotes.

The final transaction price is determined at the moment cleared Fiat funds are received and compliance checks are completed. Digital Assets are transferred to the User’s designated wallet only after:

• Funds are fully received;
• AML screening is completed;
• Risk checks are cleared.

When initiating a Sell Order, the User transfers supported Digital Assets to Monetrix. The final price is determined when:

• The Digital Assets are received;
• Required blockchain confirmations are obtained;
• Compliance checks are completed.

Fiat payout is executed only after confirmation.

Monetrix does not hold customer Digital Assets in custody. Monetrix maintains its own corporate digital asset inventory used to fulfill User transactions. Monetrix does not use customer funds to acquire Digital Assets for resale.

Monetrix may utilize third-party payment processors, banking partners, and liquidity providers to facilitate transactions. Monetrix is not responsible for operational delays caused by third-party providers beyond its reasonable control.

While most transactions are processed within minutes, execution timing may vary due to:

• Blockchain congestion;
• Compliance reviews;
• Banking settlement delays;
• Technical interruptions.

Monetrix does not guarantee execution speed.

Monetrix applies transaction limits and operational safeguards to manage risk.

The minimum transaction amount is 35 CAD (or equivalent).

The maximum transaction amount per order is 10,000 CAD (or equivalent).

Users may execute:

• Five (5) Buy Orders per day;
• Five (5) Sell Orders per day.

Monetrix may impose additional limits or restrictions based on:

• Transaction history;
• Risk scoring;
• AML flags;
• Payment risk indicators.

Transactions flagged by automated systems may be subject to manual compliance review. During review, transactions may be delayed pending additional documentation.

Transactions executed through the Services are subject to market volatility and operational timing.

Prices displayed prior to payment or transfer are informational only. They do not constitute binding offers or guaranteed exchange rates.

For Buy Orders: Final pricing is determined when cleared funds are received.

For Sell Orders: Final pricing is determined when Digital Assets are received and confirmed.

Monetrix does not offer price locking unless expressly stated. Market fluctuations between order initiation and settlement may affect final pricing.

Digital Asset transfers are irreversible once broadcast to the blockchain. Monetrix bears no responsibility for:

• Incorrect wallet addresses provided by the User;
• Transfers to incompatible networks;
• Loss of private keys.

If a transaction fails prior to execution, Monetrix may cancel and refund in accordance with Section 12.

Monetrix charges fees for each completed transaction.

A Service Fee of three percent (3%) applies to each transaction.

Minimum Service Fees:

• 5 CAD for USDC Buy Orders;
• 6 CAD for other Buy Orders;
• 6 CAD for Sell Orders.

Processing Fees include all operational costs incurred in facilitating a transaction, including:

• Payment processor fees;
• Banking fees;
• Liquidity provider costs;
• Settlement and clearing costs;
• Compliance and fraud monitoring infrastructure costs.

Processing Fees are embedded within the transaction structure and disclosed prior to execution.

Network Fees are blockchain fees required by the relevant protocol. Network Fees fluctuate dynamically and are outside Monetrix’s control.

All applicable fees are disclosed prior to confirmation. Monetrix reserves the right to adjust fees where necessary due to:

• Market conditions;
• Banking cost changes;
• Regulatory obligations.

Once a transaction is executed, Service Fees and Processing Fees are non-refundable.

All transactions executed through the Services are intended to be final and irreversible once completed. Due to the nature of blockchain technology and digital asset settlement mechanics, transactions cannot be canceled or reversed once the relevant Digital Asset has been broadcast to the blockchain network or fiat payout instructions have been submitted to a banking partner.

Refunds may only be considered in limited circumstances where a transaction has failed prior to execution, including but not limited to:

• Technical failure preventing transaction completion;
• Compliance rejection prior to blockchain broadcast;
• Payment settlement failure before Digital Asset transfer;
• Duplicate payment error confirmed by Monetrix.

Refund eligibility is determined solely at the discretion of Monetrix and subject to regulatory and risk review.

Where a refund is approved, the refund shall be issued exclusively to the same payment method originally used for the transaction, unless such method is no longer available or legally permissible. Monetrix shall not issue refunds to alternative accounts or third parties.

Refund processing times may vary depending on:

• Banking settlement timelines;
• Payment processor processing times;
• Compliance review requirements.

Monetrix does not guarantee specific refund timelines and shall not be liable for delays caused by third-party financial institutions.

If a transaction is flagged for anti-money laundering (AML), fraud, or sanctions review, refund processing may be delayed pending completion of investigation and verification procedures. Monetrix reserves the right to freeze funds where required by law or regulatory obligation.

Monetrix shall not be responsible for Digital Assets sent:

• To incorrect wallet addresses provided by the User;
• To unsupported blockchain networks;
• In unsupported token formats;
• Below required minimum thresholds.

Such assets may be permanently unrecoverable.

Monetrix maintains a strict zero-tolerance policy regarding fraudulent chargebacks.

If a User initiates a chargeback, reversal, or payment dispute after Digital Assets have been delivered, Monetrix may immediately suspend or permanently terminate the User’s Account.

A single confirmed chargeback following completed Digital Asset delivery may result in permanent account termination and blacklisting from future access.

Monetrix reserves the right to report suspected fraudulent activity to:

• Payment processors;
• Financial institutions;
• Regulatory authorities;
• Law enforcement agencies.

Monetrix reserves the right to pursue civil recovery for losses arising from chargebacks, including collection actions and legal proceedings. Users shall be liable for all associated recovery costs, including legal fees.

Digital Assets are inherently volatile and speculative. Their value may fluctuate significantly and may result in partial or total loss of value.

Digital Asset prices may change rapidly due to market supply and demand, regulatory developments, technological changes, or macroeconomic factors. Monetrix does not guarantee pricing stability.

Changes in laws, regulations, or enforcement policies may impact the legality, availability, or value of Digital Assets. Users are responsible for understanding regulatory risks applicable in their jurisdiction.

Blockchain networks may experience:

• Congestion;
• Delays;
• Forks;
• Cyberattacks;
• Consensus failures.

Such events may affect transaction timing or asset value.

Blockchain transactions are irreversible. Errors in wallet address entry may result in permanent loss.

Digital Assets are not insured by any governmental authority. Monetrix does not provide insurance coverage for User losses.

To the maximum extent permitted by law, Monetrix shall not be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, revenue, data, goodwill, or business opportunity.

Monetrix’s total aggregate liability for all claims arising out of or relating to the Services shall not exceed the total Service Fees paid by the User to Monetrix during the three (3) months preceding the event giving rise to the claim.

Monetrix shall not be liable for losses resulting from:

• User negligence or misconduct;
• Incorrect wallet information;
• Blockchain network failures;
• Third-party payment processor errors;
• Regulatory compliance actions taken in good faith.

Nothing in these Terms limits liability for fraud or willful misconduct where such limitation is prohibited by law.

You agree to indemnify, defend, and hold harmless Monetrix, its directors, officers, employees, and agents from and against any claims, losses, liabilities, damages, costs, or expenses (including legal fees) arising from:

• Your breach of these Terms;
• Your violation of applicable law;
• Fraudulent or unlawful conduct;
• Misuse of the Services;
• Payment disputes or chargebacks.

This indemnification obligation survives termination of these Terms.

Monetrix processes personal data in accordance with applicable privacy laws, including Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA).

Where applicable, Monetrix also applies principles consistent with the General Data Protection Regulation (GDPR) for Users located in the European Union.

Monetrix collects personal information necessary for:

• Identity verification;
• AML compliance;
• Transaction monitoring;
• Fraud prevention;
• Regulatory reporting.

Personal data may be shared with:

• Compliance service providers;
• Payment processors;
• Banking partners;
• Regulatory authorities;
• Law enforcement agencies where legally required.

Monetrix retains personal data for periods required under applicable financial crime legislation and regulatory obligations.

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the courts located in Ontario, Canada.

Prior to initiating formal legal proceedings, the parties agree to attempt to resolve disputes in good faith through written notice and negotiation.

The following sections shall survive termination of these Terms:

• Risk Disclosure;
• Limitation of Liability;
• Indemnification;
• Data Protection;
• Governing Law.