MERCHANT TERMS OF SERVICE

Last Updated: June 8, 2026

IMPORTANT NOTICE REGARDING DISPUTE RESOLUTION

SECTION 16 OF THESE TERMS OF SERVICE (THE “AGREEMENT”) CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND THE COMPANY ARE RESOLVED. IN PARTICULAR, SECTION 16 INCLUDES A BINDING ARBITRATION AGREEMENT WHICH, SUBJECT TO LIMITED EXCEPTIONS, REQUIRES THAT DISPUTES BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT. SECTION 16 ALSO INCLUDES A WAIVER OF YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS OR CLASS ARBITRATIONS.

1. Acceptance of Agreement

1.1 This Agreement governs your access to and use of the Services provided by Happy Connect Services CA Inc. (the “Company”, “we”, “us”, or “our”).

1.2 This Agreement is between the Company and you, the business customer (“Merchant”, “you”, or “your”).

1.3 By accessing or using the Services, including through APIs, SDKs, widgets, or integrations, you:

(a) agree to be bound by this Agreement;

(b) represent that you have authority to bind the Merchant;

1.4 The Merchant acknowledges and agrees that additional terms, policies, and agreements, including but not limited to privacy policies, acceptable use policies, product-specific terms, and commercial addenda (collectively, “Supplemental Agreements”), may apply to the Services. Such Supplemental Agreements are incorporated by reference into this Agreement and form part of the binding contractual framework between the parties.

1.5 If you do not agree, you must not use the Services.

2. Definitions

“Affiliate” means any entity controlling, controlled by, or under common control with a party.

“End User” means any customer or user of the Merchant.

“Virtual Currency” means a digital representation of value that can be transferred or traded electronically.

“Onramp” means services enabling End Users to purchase or sell Virtual Currency using fiat currency, including delivery to external wallets or within merchant-integrated flows.

“Crypto Accept” means services enabling the Merchant to accept Virtual Currency payment transactions, including transaction screening, conversion, settlement, and, where applicable, related pay-in or pay-out functionality.

“Services” means all products provided by the Company, including Onramp and Crypto Accept.

“Tools” means APIs, SDKs, widgets, and integration components.

3. Products and Tools

3.1 The Company provides the following products and associated Tools:(a) Onramp ServicesServices enabling End Users to purchase Virtual Currency using fiat currency, including delivery to external wallets or use within Merchant-integrated payment flows.(b) Crypto Accept ServicesServices enabling the Merchant to accept Virtual Currency payments from End Users, including transaction screening, conversion, settlement, and, where applicable, related pay-in or pay-out functionality.

3.2 Each of Onramp Services and Crypto Accept Services is a ‘Service’ for the purposes of this Agreement, and collectively they form part of the ‘Services.’

3.3 The Company may provide access to Tools, including APIs, SDKs, widgets, and interfaces, which enable integration of the Services into the Merchant’s platform.

3.4 The Company may, from time to time, introduce new products, services, or features. Such products, services, or features may be governed by this Agreement and, where applicable, by additional terms, conditions, product-specific terms, commercial addenda, or other Supplemental Agreements presented electronically or otherwise made available by the Company.

4. Access and License

4.1 The Company grants a limited, revocable, non-exclusive, non-transferable license to use the Services and Tools.

4.2 Subject to the Merchant’s continued compliance with this Agreement, the Company may permit the Merchant to display certain Company-provided content, data, branding, product descriptions, or other materials made available through the Services or Tools solely as necessary to facilitate the approved integration of the Services on the Merchant Platform. The Merchant shall not modify such materials except to the extent reasonably necessary to format them for display in a manner approved by the Company.

4.3 The Company may require the Merchant to submit its proposed integration, user interface, and use of the Services for prior approval and may condition access on compliance with technical specifications, integration requirements, and rate limitations.

4.4 The Merchant shall not access or use the Services for the purpose of monitoring availability, performance, or functionality, or for any benchmarking or competitive analysis.

4.5 The Company may suspend or restrict access where the Merchant exceeds technical limits or otherwise misuses the Services or Tools. This may include, without limitation, unauthorized access, fraudulent activity, malicious behaviour, attempts to circumvent security controls, violations of this Agreement, or other misuse of the Services or Tools.

4.6 The Company may, at any time and without liability, modify, suspend, restrict, or discontinue any aspect of the Services or Tools, including functionality, availability, or geographic scope. This may include, without limitation, unauthorized access, fraudulent activity, malicious behaviour, attempts to circumvent security controls, violations of this Agreement, or other misuse of the Services or Tools.

Where commercially reasonable, the Company will endeavour to provide advance notice of material non-urgent modifications, restrictions, suspensions, or discontinuations of the Services.

4.6 If the Company implements a modification that materially and adversely affects the Merchant's ability to use the applicable Service as originally implemented, and the parties are unable to agree on an alternative commercial arrangement within thirty (30) days, the Merchant may terminate this Agreement upon written notice without penalty, subject to settlement of all outstanding obligations.

This provision shall not apply to modifications required by applicable law, regulatory obligations, sanctions requirements, fraud prevention measures, security requirements, banking partner requirements, or other compliance-related obligations.

5. Service Structure and Roles

5.1 The Company may act as an intermediary facilitating transactions, as a principal counterparty in certain transactions, or as a technical service provider enabling access to third-party infrastructure.

5.2 Depending on the applicable Service, transaction flow, and regulatory requirements, the Company or designated third-party providers may onboard and verify End Users directly.

5.3 The Merchant shall not misrepresent the Company’s role.

6. Transaction Mechanics

6.1 The Services facilitate transactions involving Virtual Currency and fiat currency through a combination of blockchain networks, third-party liquidity providers, payment processors, and other financial infrastructure providers. The Merchant acknowledges that the Company does not control these third-party systems and is not responsible for their performance or availability.

6.2 Transactions initiated through the Services may be delayed, rejected, cancelled, or reversed where necessary to comply with applicable laws, regulatory obligations, internal risk controls, or operational requirements.

6.3 The Merchant acknowledges and agrees that:

(a) transactions involving Virtual Currency are generally irreversible once broadcast to the relevant blockchain network;

(b) exchange rates are determined at the time of execution and may include spreads, fees, and slippage;

(d) delays may occur due to blockchain congestion, network outages, third-party failures, or compliance reviews; and

(e) the Company does not guarantee that any transaction will be executed at a particular price, time, or at all.

6.4 The Company may, where necessary to correct errors, address operational issues, or comply with legal or regulatory obligations, adjust settlement amounts, reverse transactions where feasible, or withhold funds pending investigation. Any such adjustment, reversal, restriction, delay, withholding, or suspension may remain in place only for so long as reasonably necessary to complete applicable compliance, fraud, legal, regulatory, security, or operational reviews or obligations.

Where reasonably practicable and not prohibited by applicable law, regulatory requirements, sanctions obligations, fraud prevention requirements, security considerations, banking partner requirements, third-party obligations, or law enforcement requests, the Company will provide the Merchant with timely notice and a reasonable explanation of actions taken under this section.

6.5 Any settlement timelines communicated by the Company are estimates only and do not constitute a guarantee of availability, delivery, clearance, or receipt of funds or Virtual Currency by any particular time.

7. End User Responsibility and Relationship

7.1 The Merchant acknowledges that End Users interacting with the Services may, depending on the transaction flow, be onboarded and verified by the Company or designated third-party providers for regulatory, compliance, fraud prevention, or operational purposes.

7.2 Notwithstanding the foregoing, the Merchant retains full responsibility for its own business activities, including the nature of the goods and services it offers to End Users, its interactions and communications with End Users, and any representations made in connection with the Services.

7.3 The Merchant shall not:

(a) misrepresent the role of the Company in providing the Services;

(b) present the Services as being solely provided by the Merchant;

(c) onboard or permit access to End Users that are prohibited under applicable laws or the Company's policies, including but not limited to age, geographic, sanctions, or other compliance-related restrictions; or

(d) engage in any activity that may obscure the identity, location, or risk profile of End Users.

7.4 The Merchant acknowledges that it bears sole responsibility for any disputes arising between the Merchant and its End Users, including disputes relating to goods or services provided by the Merchant, and that the Company shall have no liability in respect of such disputes.

8. Compliance and Regulatory Obligations

8.1 The Merchant acknowledges that the Company is subject to applicable anti-money laundering, anti-terrorist financing, sanctions, and other regulatory obligations under Canadian law and applicable international frameworks, and may implement and apply policies, procedures, and controls designed to detect, prevent, and report potentially unlawful or suspicious activity, including identity verification, sanctions and politically exposed person screening, transaction monitoring, and regulatory reporting.

8.2 The Merchant shall provide complete, accurate, and up-to-date information at all times and shall promptly notify the Company of any material changes relating to its business, ownership, control structure, activities, or jurisdictions of operation. The Merchant further agrees to cooperate fully with any requests for information, documentation, or clarification made by the Company in connection with its compliance obligations.

8.3 The Merchant acknowledges that the Company may delay, restrict, suspend, or terminate access to the Services, or refuse to process any transaction, where the Company reasonably determines that such action is necessary to comply with applicable law, respond to regulatory inquiries, mitigate financial crime risk, or enforce its internal policies and risk management framework.

8.4 The Merchant shall not use, and shall ensure that its use of the Services does not facilitate, any activity that is unlawful, fraudulent, deceptive, or in violation of applicable sanctions regimes. Without limiting the generality of the foregoing, the Merchant shall not directly or indirectly engage with, transact with, or provide services to any person, entity, or jurisdiction that is subject to sanctions or restrictions imposed by applicable authorities.

8.5 The Merchant acknowledges and agrees that the Company may disclose information relating to the Merchant, End Users, and transactions to regulators, law enforcement agencies, financial institutions, or other third parties where required or permitted by law, or where the Company reasonably believes such disclosure is necessary to comply with its legal obligations or to protect the integrity of the Services.

9. Fees and Commercial Terms

9.1 The Merchant may, subject to the Company’s approval, charge End Users a fee for the use of the Services as integrated within the Merchant’s platform. Such fees must be clearly and prominently disclosed to End Users in accordance with applicable law.

9.2 The Company retains sole discretion in determining transaction pricing, including exchange rates, spreads, and fees, which may vary based on market conditions, liquidity, transaction characteristics, and risk profile.

9.3 The Company may, in connection with the provision of the Services:(a) collect transaction fees, processing fees, spreads, and other charges directly from End Users;(b) deduct applicable fees and charges prior to settlement; and(c) remit amounts to the Merchant as set out in the applicable commercial agreement, pricing addendum, or pricing schedule.

9.4 Applicable pricing, fee structures, settlement terms, and commercial arrangements shall be set out in a separate commercial agreement, pricing addendum, or pricing schedule, which may be updated from time to time by agreement between the parties or through written or electronic acceptance by the Merchant.

9.5 All fees are exclusive of applicable taxes, duties, or levies, which shall be allocated in accordance with applicable law and the applicable pricing schedule or commercial arrangement.

10. Travel Rule and Data Sharing

10.1 The Merchant acknowledges that the Company is subject to legal and regulatory obligations requiring the collection, verification, retention, and transmission of information relating to the originator and beneficiary of Virtual Currency transactions, including but not limited to requirements commonly referred to as the “Travel Rule.”

10.2 The Company may, in connection with the Services, collect, process, store, and transmit such information to counterparties, financial institutions, regulators, and other third parties as required or permitted by applicable law or internal compliance policies.

10.3 The Merchant agrees to provide any information reasonably required by the Company to comply with such obligations and acknowledges that failure to provide such information may result in the delay, rejection, suspension, or cancellation of transactions.

10.4 The Company shall have no liability for any losses arising from its compliance with such obligations.

11. Risk Allocation

11.1 The Merchant acknowledges that it bears sole responsibility for the risks associated with its business operations, including the nature of its products or services, its customer base, and the jurisdictions in which it operates.

11.2 Without limiting the foregoing, the Merchant assumes all risks arising from:

(a) disputes with End Users, including claims relating to goods or services provided by the Merchant;

(b) fraudulent or unauthorized activity originating from the Merchant’s platform or systems;

(d) the Merchant’s failure to comply with applicable laws or regulations.

11.3 The Company shall not be liable for losses arising from:

(a) the operation, failure, or congestion of blockchain networks;

(b) acts or omissions of third-party service providers, including liquidity providers, payment processors, or custodians;

(d) any event outside the Company’s reasonable control.

12. Limitation of Liability

12.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, THE COMPANY AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY:

(A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;

(B) LOSS OF PROFITS, REVENUE, BUSINESS, OR DATA;

(D) LOSS RESULTING FROM BLOCKCHAIN NETWORK FAILURES, DELAYS, OR FORKS;

(E) LOSS ARISING FROM THIRD-PARTY SERVICE PROVIDERS, INCLUDING PAYMENT PROCESSORS, LIQUIDITY PROVIDERS, OR CUSTODIANS.

12.2 SUBJECT TO SECTION 12.3, AND EXCEPT FOR LIABILITY ARISING FROM:

(A) FRAUD OR WILFUL MISCONDUCT;

(B) INDEMNIFICATION OBLIGATIONS UNDER SECTION 13;

(D) VIOLATIONS OF APPLICABLE AML/ATF, SANCTIONS, OR REGULATORY REQUIREMENTS;

(E) UNPAID FEES, SETTLEMENT OBLIGATIONS, CHARGEBACKS, REVERSALS, OR OTHER PAYMENT OBLIGATIONS; OR

(F) LIABILITIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW,

EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY THE MERCHANT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 NOTHING IN THIS AGREEMENT SHALL EXCLUDE LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

13. Indemnification

13.1 The Merchant shall defend, indemnify, and hold harmless the Company and its Affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

(a) the Merchant’s business activities;

(b) any products or services offered by the Merchant to End Users;

(d) the Merchant’s breach of this Agreement;

(e) the Merchant’s violation of applicable laws or regulations;

(f) fraud, misconduct, or negligence attributable to the Merchant or its End Users;

(g) any misrepresentation made by the Merchant regarding the Services.

13.2 The Company shall have the right, upon notice to the Merchant, to assume the exclusive defence and control of any matter subject to indemnification by the Merchant, and the Merchant shall cooperate fully with the Company in the defence or settlement of such matter.

Neither Party shall enter into any settlement, compromise, or resolution of any claim or dispute that admits liability on behalf of, or imposes obligations upon, the other Party without that Party's prior written consent.

13.3 This indemnity shall survive termination of this Agreement.

14. Suspension and Termination

14.1 The Company may, at its sole discretion and without prior notice, suspend, restrict, or terminate access to the Services where:

(a) required by law or regulation;

(b) the Merchant fails to provide requested information;

(d) suspicious or unusual activity is detected;(e) continued provision of Services poses reputational or regulatory risk.

14.2 The Company may:

(a) freeze or withhold funds. Any such restriction, withholding, suspension, or freeze may remain in place for so long as reasonably necessary to comply with applicable legal, regulatory, fraud prevention, security, or operational requirements;

(b) cancel or reverse transactions where permitted;

(c) impose reasonable conditions relating to compliance, remediation, security, fraud prevention, operational integrity, or risk management prior to reinstatement of the Services.

14.3 The Merchant may terminate this Agreement upon written notice, subject to settlement of all outstanding obligations.

14.4 Termination shall not affect:

(a) accrued rights;

(b) outstanding liabilities;

15. Intellectual Property and Tools

15.1 All rights, title, and interest in and to the Services, Tools, APIs, SDKs, and related content remain the exclusive property of the Company.

15.2 The Merchant is granted a limited, revocable license to use the Tools solely for integration with the Services.

15.3 The Merchant shall not, and shall not permit any third party to, reverse engineer, decompile, or interfere with the Services or Tools, exceed applicable technical or rate limitations, misuse APIs or data, or access or use the Services for benchmarking, competitive analysis, or monitoring availability or performance.

15.4 The Company may require:

(a) prior approval of integration design;

(b) compliance with branding guidelines;

15.5 If the Merchant provides the Company with any suggestions, comments, ideas, enhancement requests, or other feedback relating to the Services or Tools, the Company may use and exploit such feedback without restriction or obligation to the Merchant.

16. Dispute Resolution and Arbitration

16.1 This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

16.2 Any dispute, controversy, or claim arising out of or relating to this Agreement, the Services, or the relationship between the parties shall be referred to and finally resolved by binding arbitration seated in Toronto, Ontario, conducted in English, before a single arbitrator, in accordance with the Arbitration Act, 1991 (Ontario), except to the extent the parties agree in writing to the use of a particular arbitral institution or procedural rules.

16.3 The parties waive any right to:

(a) trial by jury;

(b) participate in class or representative actions.

16.4 Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction.

17. Force Majeure

The Company shall not be liable for any failure or delay resulting from events beyond its reasonable control, including, without limitation, acts of God, cyber incidents, blockchain network disruptions, failures of third-party providers, and regulatory actions.

18. Amendments

The Company may modify this Agreement or any Supplemental Agreement from time to time by posting an updated version on its website or providing electronic notice to the Merchant. Unless otherwise stated, any modification shall become effective upon posting or notification. If the Merchant does not agree to the modified terms, the Merchant must discontinue use of the affected Services. Continued access to or use of the Services after the effective date of the modified terms constitutes acceptance of those modified terms.

For clarity, modifications to merchant-specific pricing or commercial arrangements may be governed separately through applicable commercial agreements, pricing addenda, or pricing schedules.

19. General Provisions

19.1 Entire Agreement
This Agreement, together with any applicable Supplemental Agreements, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, representations, and understandings, whether written or oral.

19.2 Order of Precedence
To the extent of any conflict between this Agreement and any applicable Supplemental Agreement, commercial addendum, pricing schedule, or product-specific terms, the terms of such document shall prevail solely with respect to the applicable Service or subject matter to which it relates, unless expressly stated otherwise.

19.3 No Reliance
The Merchant acknowledges that, in entering into this Agreement, it has not relied on any representation, warranty, statement, or undertaking, whether express or implied, other than those expressly set out in this Agreement or any applicable Supplemental Agreement.

19.4 Assignment
The Company may assign this Agreement without restriction. The Merchant may not assign this Agreement, in whole or in part, without the prior written consent of the Company, such consent not to be unreasonably withheld.

19.5 Severability
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

19.6 No Waiver
Failure by the Company to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

19.7 Relationship of Parties
Nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

19.8 No Third-Party Beneficiaries
This Agreement is intended solely for the benefit of the parties and does not confer any rights or remedies on any third party, except as expressly provided herein.

19.9 Survival
Any provisions of this Agreement which by their nature should survive termination shall survive, including, without limitation, provisions relating to limitation of liability, indemnification, dispute resolution, and general provisions.

20. Recordkeeping

The Company may create, retain, use, and disclose records relating to the Merchant, End Users, transactions, and related activity in accordance with applicable law, regulatory requirements, and internal policies. The Merchant shall maintain such books, records, and supporting information relating to its use of the Services as are required by applicable law and shall, upon reasonable request, provide the Company with information or records reasonably required for compliance, audit, dispute resolution, or operational purposes, subject to applicable confidentiality and legal restrictions.