Terms & Conditions for Business

Defined terms. Capitalized terms in this Agreement have a specific meaning. Their definition is explained in this Agreement.

• 2PAYAPP is registered in Canada with the Financial Transactions Reports Analysis Centre of Canada (FINTRAC), registration number M 23468538 .
• 2PAYAPP is registered as a money service business and is able to provide foreign exchange services , digital exchange services and money transfer services to Customers .
• Other Agreements and Policies you must follow: By using our Business Account, you are also agreeing to be bound by our (i) Privacy Policy https://2payapp.com/privacy and (ii) Cookie Policy https://2payapp.com/cookie-notice (collectively, the “Policies”) and any other policies provided to you when you use Third Party services.

1.2. You agree to receive, in electronic form, a copy of this Agreement, any additional terms, the Policies, required disclosures and all other notices, information or communications we may be required to send to you from time to time under applicable law. You agree to keep a copy of any electronic communications, including a copy of this Agreement for your records and future reference. Any notices or other communications will be deemed to be delivered when emailed to your designated email address, as provided or updated by you from time to time.

1.3. Restriction, Suspension, or Termination of Services or of this Agreement: 2PAYAPP reserves the right to terminate, suspend, or restrict access to all or any part of the website or the Services without notice or liability, except if you are a Quebec sole proprietor that is considered a consumer under the QCPA, in which case we will provide you notice of any termination of this Agreement in accordance with applicable law.

1.4. Eligibility; Using a Business Account: to be eligible to open a 2PAYAPP Business Account or use your 2PAYAPP’s Business Account:

• Age and Capacity. You must be at least eighteen (18) years old and have the capacity to enter into a legally binding agreement under applicable law in order to access or use the Service as a Sender. Other restrictions may apply;
• Offer and Acceptance. If you submit a transaction, you are requesting that we process your transaction, an offer that we may accept or reject at our sole discretion.

To access our Business Service, you are required to register with 2PAYAPP and set up a 2PAYAPP Business Account on 2PAYAPP’s website. To open a 2PAYAPP Business Account, if you have not already, you must provide us with your email address and create a password. Pending the successful completion of any necessary steps we are required to take to verify your business information, you will then have access to your 2PAYAPP Business Account where you can use our Business Service.

1.5. Electronic Acceptance. The Customer may accept this Agreement by:

• Clicking to accept or agree through an online registration form or platform interface;
• Executing an order that references these Terms;
• Continuing to use the Services after being notified of updates to the Terms. No handwritten signature is required unless expressly agreed or required by law.

1.6. Account Security: Your 2PAYAPP Business Account is only for your business. You are not permitted to conduct non-business transactions with our Business Service or through your Business Account. You should not share your Business Account information with anyone who is not otherwise permitted to use this account or send money on behalf of your business. If you think someone else may have accessed your 2PAYAPP Business Account that should not access it, you must notify us as soon as possible.

Please also be aware that we will never ask for your 2PAYAPP Business Account password.

2.1. The 2PAYAPP Business Account allows registered Customers to use payment software and risk management solutions for global e-commerce, to support transactions, exchange of digital currency and other forms of payment methods, as well as related value-added services or Third Party provided Services. We may update this list and add or remove Third Parties services and countries at our sole discretion. 2PAYAPP reserves the right to stop offering services to any country at any time, on a temporary or permanent basis, without notice to you.

3.1 Account Creation. To use the Service, you are required to create a 2PAYAPP Business Account. You can only create a 2PAYAPP Business Account on 2PAYAPP’s website. To create a 2PAYAPP Business Account and use the Service, you may be required to provide us with information about your business, including but not limited to your business name, business address, Doing Business As (“d/b/a”) name, BN, jurisdiction of establishment, description of business, and entity type. Your 2PAYAPP Business Account allows us to record certain information about you, as explained in our Privacy policy. You may also be required to provide information on Beneficial Owner(s) and Control Person(s) of your business, including full name, address, and date of birth. If such information changes, you must contact Customer Service to update your information.

3.2 To create a 2PAYAPP Business Account, you are responsible for and you must:

• Provide us with complete, accurate, and truthful information as requested by us. The information you provide will also be used by us to determine if you are eligible to use our Service;
• Create security credentials, such as a password or personal identification number, that 2PAYAPP deems necessary (“Security Credentials”) and/or downloading our Mobile Application;
• You must have authority to bind your business to this Agreement and utilize this Service. We may ask you at any time to provide proof of such authority. If you do not provide proof of authority that is acceptable to us, we may close or suspend the 2PAYAPP Business Account or deny you access.
• Your business must also be considered in good standing with your jurisdiction of registration. We may ask you at any time to provide proof of such good standing. If you do not provide such proof that is acceptable to us, we may close or suspend your 2PAYAPP Business Account or deny you access.

3.3. Onboarding Procedure. All Customers must undergo and complete a 2PAYAPP onboarding process before any access credentials, account provisioning, or service activations are permitted. The onboarding procedure may include, but is not limited to:

• Completion and signing of a full Customer Application Form, which may include commercial declarations, corporate history, and beneficial ownership chart;
• Submission of required legal documents, which may include Certificate of Incorporation, Articles of Association, recent Certificate of Good Standing, or equivalent documentation as recognized by Customer’s local authority, and official 2PAYAPP registry extract;
• Provision of certified or non-certified copies of identity documents and address verification for directors, shareholders (above threshold), and authorized signatories;
• Description and supporting documentation regarding the Customer’s business model, anticipated use of services, transaction flows, average and peak monthly volumes, primary and secondary counterparties, and operational footprint;
• Explicit acceptance of service-specific schedules, confirmation of technical integration (if applicable), and acknowledgment of 2PAYAPP’s Acceptable Use Policy and any applicable local requirements (e.g., VAT registration, PCI-DSS declarations for merchants).

3.4. Risk-Based Assessment. 2PAYAPP applies a structured, multi-layered due diligence approach under which each Customer is categorized and onboarded using a risk scoring methodology. This approach takes into account:

• Legal form, jurisdiction of registration, and tax transparency rating;
• Nature, complexity, and regulatory classification of business activities (including whether regulated by any competent authority);
• Volume, frequency, and diversity of services requested (e.g., FX conversion, SWIFT outbound);
• Sector-specific risk (e.g., gambling, ) and vulnerability to fraud, sanctions, or PEP exposure;
• Historical, adverse media records, and connection to offshore r bearer share structures.

3.5. Enhanced Due Diligence (EDD). 2PAYAPP will apply an Enhanced Due Diligence (EDD) layer, which may involve additional verification steps based on factors such as jurisdictional risk, Customer risk scoring, and the nature of services requested, including but not limited to:

• Additional verification via third-party compliance tools and screening databases (e.g., SumSub);
• Collection of audited financial statements, tax clearance certificates, source of wealth/funds declarations and evidence of local business activity or economic substance;
• Recorded or written interviews with C-level management or controlling shareholders to clarify business practices and policies, where applicable based on jurisdictional requirements;
• Collection and verification of transactional or counterparty-level data from previous banking or payment providers;
• Obtaining references or verification from regulators, auditors, legal counsel, or other qualified professionals.

3.6.Ongoing Monitoring and KYC Refresh. 2PAYAPP continuously monitors Customer activity throughout the business relationship. Customers shall:

• Cooperate with regular KYC refresh cycles, including full document re-verification on a periodic basis based on Customer risk profile (typically: High Risk - 12 months, Medium Risk – 24 months, Low Risk – months) or in response to a triggering event;
• Promptly report material changes in ownership, control, line of business, or geographic presence;
• Provide explanatory documents, transaction contracts, invoices, and other materials for transactions flagged as inconsistent, high value, or unusual;
• Undergo reassessment following regulatory changes, internal policy updates, or exposure to new risk indicators.

3.7.Right to Decline or Terminate. 2PAYAPP reserves the absolute right to:

• Decline any onboarding application at its sole discretion without the obligation to provide a rationale or justification, except where required by law;
• Interrupt onboarding at any stage for cause, including where red flags arise, risk scores are exceeded, or suspicious behavior is detected;
• Reassess and suspend existing accounts where Customers become ineligible or refuse to cooperate with periodic compliance audits;
• Terminate all services and freeze accounts in accordance with clause of this Agreement.

3.8. Delegated or Partner Onboarding. In cases where 2PAYAPP permits a third party (e.g., white-label provider, fintech platform, acquiring partner) to assist in onboarding, the Customer acknowledges that:

• All Customer records and documentation will be subject to review and approval by 2PAYAPP’s Compliance team;
• The third party acts as a data collector or facilitator and does not bind 2PAYAPP to approval unless expressly authorized;
• 2PAYAPP retains full discretion to modify, reject, delay, or escalate the onboarding irrespective of third-party representations;
• Additional documentation or declarations may be requested to satisfy internal onboarding thresholds.

4.1. Upon entering into this Agreement and each time the Customer accesses or uses any 2PAYAPP Service, the Customer makes the following representations and warranties:

• It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or registration, and has not been the subject of any insolvency or dissolution proceedings;
• It has full power, authority, and capacity to enter into this Agreement, perform its obligations, and carry out the transactions contemplated herein, and such execution has been authorized in accordance with its internal governance procedures;
• The execution, delivery, and performance of this Agreement has been duly authorized and will not conflict with or result in a breach of any provision of its charter documents, any agreement, contract, or applicable law to which it is bound;
• All information, documentation, and declarations submitted to 2PAYAPP (including during onboarding, KYC refreshes, compliance investigations, or incident responses) are true, accurate, complete, and not misleading in any material respect;
• The Customer is not, and has not been, subject to any sanctions, regulatory investigations, financial crime allegations, or material litigation that would impair its eligibility or reputation for accessing the Services;
• The Customer maintains and will continue to maintain adequate internal systems of control, corporate compliance functions, financial recordkeeping, and decision-making protocols to ensure secure, lawful, auditable, and transparent use of the Services.

5.1. Charges. With each transaction you submit you are agreeing to pay us a service fee (“Service Fee”), in addition to the transaction amount as stated in our Fees sections and your Business Account dashboard.

5.2. Payment. For us to process your transaction you authorize us to send funds ,and charge any of the payment instruments included in your payment profile (“Payment Instrument” includes debit card, or bank account,). If your payment fails, you authorize us to re-try one or more times using the same Payment Instrument. You warrant that you are an authorized and lawful user of the Payment Instrument(s).

5.3. Other Charges. We are not responsible for fees that may be imposed by financial institutions associated with your Payment Instruments.

You agree to promptly notify us of any changes to your Payment Instrument and/or to provide a new Payment Instrument acceptable to us for which you authorize payments for amounts owing to us.

5.4. Tax and Regulatory Compliance. The Customer acknowledges and warrants that:

• It is fully responsible for identifying and fulfilling all tax obligations, including VAT, sales tax, withholding tax, and transaction reporting requirements arising from the use of the Services;
• 2PAYAPP shall not be liable for any failure by the Customer to correctly calculate, remit, or declare taxes, and will not act as a tax advisor;
• If the Customer is subject to sector-specific licensing or registration requirements (e.g., for providing financial services, digital assets trading, remittance, or payment intermediation), it has obtained and shall maintain such authorizations at all times, and will disclose the same to 2PAYAPP on request;
• The Customer shall indemnify 2PAYAPP from any liabilities or losses resulting from failure to comply with its regulatory responsibilities, including fines, penalties, back taxes, and legal expenses.

5.5. Transaction Representations. Each time the Customer submits a Payment Instruction, executes a trade, or initiates a transaction using the Services, the Customer represents and warrants that:

• It has all requisite rights, authorizations, and internal approvals necessary to initiate the transaction and designate beneficiaries, payment amounts, and currencies involved;
• The transaction is not intended to facilitate, conceal, or support fraudulent activity, money laundering, tax evasion, market manipulation, or other financial crime;
• The transaction is fully compliant with all relevant legal frameworks, regulatory guidelines, and the Acceptable Use Policy, and does not breach the rights of any third party or introduce reputational or compliance risk to 2PAYAPP.

5.6. Indemnity for Misrepresentation. The Customer agrees to defend, indemnify, and hold harmless 2PAYAPP, its officers, directors, employees, affiliates, licensors, vendors, and agents from and against any liability, loss, damage, penalty, fine, cost, expense (including reasonable legal fees), or third-party claim arising out of or in connection with:

• Any breach of the representations, warranties, or undertakings set out in this Section;
• Any reliance by 2PAYAPP on false, incomplete, outdated, or misleading information provided by or on behalf of the Customer;
• Any investigation, enforcement action, or third-party complaint triggered by the Customer’s failure to comply with applicable law, provide necessary disclosures, or uphold its obligations under this Agreement.

6.1. General Pricing Structure. All Services provided by 2PAYAPP are subject to fees as outlined in the applicable Order or the published Fee Schedule . Fees may include but are not limited to:

• One-time account or platform setup fees;
• Monthly or annual subscription and maintenance charges;
• Per-transaction processing fees (e.g., incoming/outgoing payments);
• Platform usage charges (e.g., API requests, dashboard access, feature modules);
• Investigation, amendment, or refund service fees;
• Penalties for non-compliance, breach of thresholds, or manual intervention requests;
• Custom integration charges and service migration costs;
• Regulatory pass-through costs incurred as a result of enhanced compliance or reporting obligations specific to the Customer’s operations or jurisdiction.

6.2. Invoicing and Payment Terms. Unless otherwise stated in an Order:

• Fees for recurring services (e.g., subscriptions) are invoiced monthly in arrears or annually in advance, based on usage and contracted entitlements;
• Transactional and variable fees are invoiced on a rolling basis or deducted automatically from the Customer's 2PAYAPP account balance in real-time or at batch settlement intervals;
• Invoices are due within seven (7) calendar days of issuance unless agreed otherwise in writing, and must be paid in full without set-off or counterclaim;
• Fees are invoiced in the base currency of the account (e.g., EUR, USD, or GBP), or as specified per service line. Multicurrency billing is available only by separate agreement.

If you have any questions regarding this Authorization, please contact us at info@2payapp.com.

This section sets out the terms under which you may use our Service and applies as soon as you access and/or use your Business Account.

7.1. Compliance: You may use our Services only for lawful purposes. You agree to use the Services in compliance with all applicable laws, rules, and regulations. You may not use the Services in any way that:

• breaches any applicable local, provincial, territorial, federal, or international law or regulation, or causes 2PAYAPP to breach any applicable law or regulation;
• is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
• for the purpose of harming or attempting to harm minors in any way;
• for anything that is abusive, harmful, or does not comply with our content standards;
• for any unsolicited or unauthorized advertising, promotional material, or any other form of spam;
• to deal in harmful programs such as viruses, spyware, or similar computer code designed to adversely affect the operation of any computer software or hardware;
• in any way that would locally, provincial, territorial, federal or internationally evade any applicable taxes or facilitate tax evasion.

7.2. Prohibited Activities: You shall not use the Services for illegal transactions, such as money laundering, illegal gambling, fraud, or to finance terrorist activities. You also agree not to use the Services in a way that could damage, disable, overburden, or impair our systems or security.

7.3. In this Agreement, you confirm that you will not:

• a) except where prohibited by law, use in any way our Services in connection with the businesses or business activities listed below and our Third party providers of the services incorporated herein https://clearjunction.com/legal/eligibility-criteria in this section and on our website List of prohibited jurisdictions; and
• b) send money to a Recipient that has violated this Agreement or the 2PAYAPP User agreement. While this list is representative, it is not exhaustive, and we reserve the right to suspend, limit, or deny our Services and/or close your account, at our sole discretion, to any customers who we believe may have violated this section, any part of this Agreement, or who exceed our risk tolerance.

7.4. Sanctions & Financial Crime Compliance. The Customer (including its UBOs, directors, officers, authorized representatives, and affiliates) represents, warrants, and continuously covenants that it strictly complies with, and shall not take any action that would cause the 2PAYAPP or its financial partners to violate, any applicable Sanctions and Anti-Money Laundering (AML) laws and regulations. For the purposes of these Terms, "Sanctions" includes any economic, financial, or trade sanctions, embargos, or restrictive measures administered, enacted, or enforced from time to time by:(a) The United States (including the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury and the U.S. Department of State) and Global Affairs Canada;(b) The United Nations Security Council (UNSC) and Global Affairs Canada;(c) The European Union (EU) and its Member States;(d) Canada, including regulations under the Special Economic Measures Act (SEMA), the Justice for Victims of Corrupt Foreign Officials Act (JVCFOA), the United Nations Act (UNA), and directives issued by the Office of the Superintendent of Financial Institutions (OSFI); and Global Affairs Canada(e) Any other relevant government authority or international body having jurisdiction over the Customer, the 2PAYAPP, or the transactions performed hereunder.

7.5. Accuracy of Information: You agree to provide accurate, current, and complete information about yourself and your transactions, and promptly update all information to keep it accurate, current, and complete.

• You must provide accurate and complete information required for KYB compliance and promptly update any changes to this information.
• We reserve the right to conduct compliance reviews and audits to verify your adherence to this Agreement and applicable laws.
• You must provide under Travel rule requirement, as will be requested, information about sender and receiver of the transfer, and provide transfer beneficiary data as requested, such data should be up to date and not truthful.
• If the 2PAYAPP suspects or determines, at its sole discretion, that the Customer, any of its transactions, IBAN transfers, digital asset transfers, or counterparties violate, may violate, or are intended to circumvent any Sanctions or Anti-Money Laundering laws, the 2PAYAPP maintains the absolute right, without prior notification to the Customer and without liability, to:(a) Block, suspend, delay, or reject any transaction, order, or deposit/withdrawal;(b) Freeze assets, funds held in the IBAN account, or digital currencies credited to or associated with the Customer’s Account;(c) Restrict, suspend, or terminate the Customer’s access to the Platform, IBAN services, and Digital Currency Exchange;(d) Liquidate or hold digital currencies and fiat balances where required by applicable regulations or law enforcement orders.
• 8.2. Reporting to FINTRAC and Regulatory Bodies: The 2PAYAPP under a legal obligation to report any suspicious transactions, attempted transactions, or suspected Sanctions evasion to the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC), Global Affairs Canada (GAC), law enforcement, or relevant international Financial Intelligence Units (FIUs).
• 8.3. No Tipping-Off Obligation: Under applicable AML and Sanctions legislation (including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA)), the 2PAYAPP is strictly prohibited from notifying ("tipping-off") the Customer or any third party that a Suspicious Transaction Report (STR), Sanctions Evasion Report, or regulatory disclosure has been submitted, or that an investigation is pending or ongoing

9.1. Privacy Policy. By agreeing to this Agreement, you acknowledge and consent to our Privacy Policy .

9.2. Customer Identification Program. Canadian law requires that we obtain, verify, and record information about you. We may require that you provide us with personal information. You authorize us to verify the information that you provide to us, including by making reference to credit report information obtained from Canadian credit reporting agencies or contacting such agencies regarding the existence or length of your credit file. We may also, where lawful, obtain information about you from other sources, including non-personal identifying information that we may obtain while you visit this website. For additional details, please see our Privacy Policy.

9.3. Government Disclosures. We may provide information about you and your transactions to government authorities and law enforcement agencies, as described in our Privacy Policy.

9.4. Verifying information. You consent and authorize us to make any inquiries, to you or to others, which are necessary to validate the information that you provide to us. This may include asking you for additional information, requiring you to take steps to confirm ownership of your email address or financial instruments, verifying your information against third party databases, or through other sources.

9.5. Processing of Personal Information. 2PAYAPP transfers and stores personal data in the European Union and other international jurisdictions to perform its obligations and exercise its rights under the Agreement. The applicable privacy laws of those other international jurisdictions may differ from those in Canada.

10.1. Confidential Information. For the purposes of this Agreement, "Confidential Information" means any non-public, proprietary, competitively sensitive, or commercially valuable information, data, documentation, processes, technical knowledge, or material of any nature, disclosed or made accessible in any format (including verbal, written, electronic, magnetic, or digital) by one party (the "Disclosing Party") to the other party (the "Receiving Party") whether before or after the Effective Date, and regardless of whether it is marked or identified as confidential at the time of disclosure, provided that:

• It is designated as confidential at the time of disclosure; or
• It would reasonably be considered confidential or proprietary in the circumstances of disclosure, having regard to the nature of the information and the industry norms.

This includes but is not limited to:

• Customer-specific information including but not limited to banking data, KYC files, payment routing instructions, beneficiary information, trade volumes, pricing terms, margin profiles, technical integrations, source code, deployment settings, APIs, credentials, sandbox data, test accounts, and audit logs;
• 2PAYAPP internal and forward-looking documentation such as infrastructure design, risk mitigation strategies, revenue models, unreleased features, investor materials, pricing algorithms, licensing agreements, institutional relationships, dispute histories, and any notes or minutes generated from strategic calls or internal compliance discussions.

10.2. Obligations of Confidentiality. Each party agrees and undertakes that it shall:

• Treat all Confidential Information received from the other party as strictly confidential and not disclose it to any third party except as expressly permitted herein;
• Employ administrative, technical, and physical safeguards to protect the confidentiality and prevent unauthorized access, disclosure, copying, use, or modification of such information, including through system logging and access governance protocols;
• Not use the Confidential Information for any purpose outside the scope of this Agreement, except with the express written permission of the Disclosing Party or as required by applicable law;
• Ensure that any person or entity granted access to Confidential Information (e.g., subcontractors, consultants, auditors) is legally bound to protect it on terms no less stringent than those contained in this Agreement and are subject to regular access reviews.

10.3. Exclusions. Confidential Information shall not include information that:

• Is or becomes generally available to the public other than through a breach of this Agreement;
• Was rightfully known by the Receiving Party prior to its disclosure by the Disclosing Party without an obligation of confidentiality;
• Is obtained by the Receiving Party on a non-confidential basis from a third party lawfully entitled to disclose it without restriction;
• Is independently developed by the Receiving Party without use of, reference to, or reliance on the Confidential Information of the Disclosing Party, as demonstrable through written records and documentation maintained in the ordinary course of business.

10.4. Required Disclosures. If the Receiving Party becomes legally compelled to disclose Confidential Information by court order, subpoena, government mandate, or applicable law, it shall:

• Provide the Disclosing Party with prompt written notice (to the extent permitted by law) to enable the Disclosing Party to seek a protective order, motion to quash, or other appropriate remedy;
• Disclose only the minimum amount of Confidential Information required to comply with the legal obligation;
• Use reasonable efforts to ensure that disclosed information is treated confidentially by the recipient (e.g., under court seal or confidentiality stipulation).

10.5. Return or Destruction. Upon the termination or expiration of this Agreement or upon written request of the Disclosing Party at any time, the Receiving Party shall:

• Return or irreversibly destroy all Confidential Information in its possession or under its control (including data stored on backup systems or in email archives), and certify such destruction in writing;
• Ensure the secure deletion of all Confidential Information from hosted environments or internal systems unless preservation is legally required by applicable data retention obligations;
• Acknowledge that metadata, derived insights, or anonymized analytics developed in compliance with privacy and data protection rules shall not be considered Confidential Information if dissociated from the original data source.

11.1. You acknowledge that the Service, including without limitation the content of this website, text, information, data, graphics, logos, and images, as well as all other 2PAYAPP copyrights, trademarks, trade names, logos, and product and service names, and all other intellectual property rights are owned exclusively by 2PAYAPP LTD, Canada, and its affiliates or licensors (the "2PAYAPP Intellectual Property"). You agree not to display, use, copy, sell, disclose or modify 2PAYAPP Intellectual Property in any manner. You are authorized solely to view and retain a copy of the pages of this website for your own personal, non-commercial use. You further agree not to: (i) use any robot, spider, scraper artificial intelligence or other automated device to access the Service; (ii) remove or alter any copyright, trademark or other proprietary notice or legend displayed on this website (or printed pages thereof); or (iii) infringe or challenge in any way the 2PAYAPP Intellectual Property or 2PAYAPP's, its affiliates', or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy, even following the termination or expiration of this Agreement.

11.2. If you provide us with any suggestions, feedback, reviews or input whether orally, electronically, in writing or otherwise ("Customer Input") related to our Services, we (and our corporate group entities) will own all right, title and interest in and to the Customer Input, even if you have designated the Customer Input as confidential. We and our corporate group entities will be entitled to use the Customer Input without restriction, including for marketing or business purposes. You hereby assign to us, and agree to assign to us, all right, title and interest in and to the Customer Input (and any 2PAYAPP Intellectual Property that you may by operation of law or otherwise acquire any rights to), and to waive all moral and other non-assignable rights relating thereto. You further agree to provide us with any assistance we may require to document, perfect, defend, enforce and maintain our rights in the Customer Input and 2PAYAPP Intellectual Property. For this purpose the word: "assign" is a legal term which means legally transferring the benefit, such as you legally transferring the benefit of the Customer Input to us.

12.1. Use of Third-Party Service Providers. 2PAYAPP may engage third-party service providers, contractors, licensors, payment processors, banking institutions, cloud infrastructure partners, and technical vendors (collectively, “Third-Party Providers”) in the provisioning of its Services. These providers may operate under separate regulatory authorizations and may deliver core platform functionalities, such as transaction processing,data storage, FX conversion, fraud screening, authentication services, email and messaging delivery, or operational analytics.

Third-Party Providers are carefully selected based on their technical capabilities, legal compliance status, and contractual commitments to confidentiality, data integrity, and service continuity. 2PAYAPP regularly audits, monitors, or assesses these providers to ensure alignment with internal policies and external regulatory requirements.

12.2. Customer Acknowledgment. The Customer acknowledges and agrees that:

• Some features or components of the Services may be directly or indirectly delivered, hosted, or maintained by Third-Party Providers engaged by 2PAYAPP or its affiliates, and such engagement may involve subcontracted arrangements or cloud-based service layers;
• 2PAYAPP may be contractually or legally required to disclose Customer Data, transaction records, compliance files, or onboarding documentation to such Third-Party Providers, where necessary for the provisioning, monitoring, or regulation of Services, provided such disclosures are subject to applicable data protection and confidentiality safeguards;
• 2PAYAPP shall not be liable for service delays, unavailability, misrouting, or errors caused solely by the failure or systemic downtime of Third-Party Provider systems, infrastructure, or personnel, provided 2PAYAPP takes commercially reasonable efforts to restore core functionality, notify impacted Customers, or provide temporary alternatives;
• The Customer may be required to comply with additional onboarding, due diligence, or documentation requests originating from such Third-Party Providers, especially when using white-labeled financial infrastructure or when transacting in high-risk corridors, currencies, or platforms regulated separately from 2PAYAPP.

12.3. No Liability for Third-Party Services Used by Customer. If the Customer integrates or uses, at its own discretion and without explicit approval from 2PAYAPP, any third-party platform, application, plugin, software, or API not authorized, certified, or expressly supported by 2PAYAPP (“External Services”), then:

• 2PAYAPP disclaims all responsibility and shall not be liable for the availability, security, operability, regulatory compliance, update frequency, or data accuracy of such External Services;
• 2PAYAPP shall not be responsible for any data loss, corruption, breach, operational degradation, or integration errors resulting from such usage, including any downstream consequences or third-party dependencies affected by such integrations;
• The Customer assumes all technical, operational, financial, and legal risks associated with External Services, including potential disruption of access to 2PAYAPP Services, exposure to security vulnerabilities, or conflicts with supported interfaces;
• 2PAYAPP reserves the right, at its discretion, to restrict, suspend, or permanently disable specific Customer access or API endpoints if the integration of an External Service is determined to introduce a material risk to system integrity, data privacy, or other Customers.

12.4. Affiliates and Intra-Group Sharing. The Customer acknowledges that 2PAYAPP operates as part of a multi-jurisdictional group and may deliver Services directly or indirectly through a network of international affiliates, subsidiaries, joint ventures, or branches (“Group Entities”). To ensure efficient and legally compliant delivery of Services, the Customer consents to 2PAYAPP’s ability to:

• Share, transmit, or grant access to Customer Data, onboarding documentation, internal compliance reports, risk profiles, transactional metadata, and support tickets across Group Entities for purposes including internal audit, security incident response, regulatory licensing, consolidated reporting, or dispute resolution;
• Assign, delegate, or subcontract specific elements of the Services, including platform maintenance, data processing, billing, or technical support, to one or more Group Entities in the appropriate jurisdiction of delivery, without requiring separate Customer consent, provided such assignments do not materially alter the nature or scope of the Services;
• Designate a Group Entity as the contracting, invoicing, or onboarding entity for Customers located in specific jurisdictions, regions, or sectors, to ensure compliance with applicable local laws, financial regulations, or licensing conditions.

2PAYAPP shall remain responsible for ensuring that such intra-group processing, delegation, and cross-border transfers occur in accordance with this Agreement, with appropriate safeguards to protect data confidentiality, integrity, and legal enforceability.

12.5. Open Banking, Network Access, and Embedded Services. Where the Customer utilizes Services that include open banking access, embedded finance modules, card processing rails, payment gateways, data aggregators, or financial marketplaces (“Embedded Services”), the following terms shall apply:

• The Customer must comply with all applicable scheme rules, API standards, and technical certification requirements mandated by the financial institutions, payment networks, or embedded third-party participants with which 2PAYAPP or its partners interface;
• The Customer must provide all necessary technical documentation, certifications, and legal representations required to integrate with or maintain access to these Embedded Services and shall cooperate with any audits or sandbox reviews initiated by the providers or regulators of such services;
• 2PAYAPP may facilitate, coordinate, or broker the Customer’s access to Embedded Services through one or more regulated partners or vendor APIs but does not control their independent due diligence requirements, commercial policies, risk-based access decisions, or terms of use;
• Any failure by an Embedded Service provider to onboard, maintain, or support the Customer does not constitute a breach of this Agreement by 2PAYAPP.
• 2PAYAPP shall not be liable for any losses, delays, or business interruption resulting from the Customer’s exclusion from, removal from, or limited functionality within such Embedded Services unless directly caused by 2PAYAPP’s willful misconduct or material breach of a written Service Order.

12.6. Right to Substitute Providers. 2PAYAPP reserves the right to substitute, reassign, reconfigure, or phase out any Third-Party Provider or Group Entity used in the delivery of Services at any time, without requiring Customer consent, provided that:

• The substitution does not materially degrade the functionality, performance, data security, compliance status, or contractual availability of the Services;
• Where the new provider operates under a different legal, regulatory, or geographic framework, the Customer shall be notified in a commercially reasonable timeframe and granted the right to review any material impact on data processing, pricing, service scope, or contractual jurisdiction;
• In cases of urgent provider substitution (e.g., bankruptcy, license revocation, breach of contract), 2PAYAPP will use reasonable efforts to transition affected Services without downtime and shall notify affected Customers as soon as operationally feasible.

Substitutions may include cloud hosting providers, KYC platforms, embedded banks, payout aggregators, blockchain analytics firms, or network intermediaries, provided they meet 2PAYAPP’s internal due diligence and risk assessment thresholds

13.1 We make reasonable efforts to ensure that transactions are processed in a timely manner, but we make no representations, warranties or conditions, express or implied, regarding the time needed to complete processing because the Service is dependent on many factors outside our control.

EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED TO YOU ON AN "AS IS" BASIS WITHOUT ANY WARRANTY WHATSOEVER AND 2PAYAPP EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. YOUR SOLE AND EXCLUSIVE REMEDY, AND 2PAYAPP'S SOLE OBLIGATION TO YOU OR ANY THIRD PARTY FOR ANY CLAIM ARISING OUT OF YOUR USE OF THE SERVICE, IS THAT YOU ARE FREE TO DISCONTINUE YOUR USE OF THE SERVICE AT ANY TIME.

13.2. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from province to province. In any event, you may have a right to a refund as expressly described herein.

13.3. DOES NOT APPLY TO QUEBEC SOLE PROPRIETORS CONSIDERED CONSUMERS UNDER THE QCPA. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL 2PAYAPP, SERVICE PROVIDERS, OR THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, PARTNERS, OR EMPLOYEES BE LIABLE FOR ANY LOSS OF PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR AGGRAVATED DAMAGES FOR ANY CLAIM OR PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE SUM OF CAD$500.00 (IN ADDITION TO REFUNDING THE TRANSACTION AMOUNT AND SERVICE FEES), INCLUDING BUT NOT LIMITED TO, DAMAGES FOR GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF 2PAYAPP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OR RESULTING FROM RELATING TO HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR 2PAYAPP BUSINESS ACCOUNT OR THE INFORMATION CONTAINED THEREIN OR NEGLIGENCE ON THE PART OF 2PAYAPP, DISBURSEMENT PARTNERS, OR THEIR RESPECTIVE SUBSIDIARIES, OFFICERS, AGENTS, PARTNERS, OR EMPLOYEES.

13.4. 2PAYAPP SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, TELECOMMUNICATIONS NETWORKS OR OTHER SYSTEMS OR NETWORKS OUTSIDE THE REASONABLE CONTROL OF 2PAYAPP.

13.5. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 2PAYAPP ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD-PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD-PARTY.

13.6. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF 2PAYAPP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

14.1. Governing Law and Venue. This Agreement, and any dispute or claim arising out of or relating to the Service or the Agreement (each a "Claim") shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein without regard to conflicts of law principles and, if you are a Quebec sole proprietor considered a consumer under the QCPA, this Agreement and any Claim arising out of or relating to the Service or the Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein. Except as otherwise provided in this Section, you agree to submit to exclusive jurisdiction of the courts of competent jurisdiction in Vancouver, British Columbia, except if you are a Quebec sole proprietor considered a consumer under the QCPA, in which case, you agree to submit to the exclusive jurisdiction of Quebec courts. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.

14.2. Disputes with 2PAYAPP. If a dispute arises between you and 2PAYAPP, our goal is to learn about and address your concerns. If we are unable to address your concerns to your satisfaction, we will seek to provide you with a neutral and cost-effective means of resolving the dispute quickly.

Disputes between you and 2PAYAPP regarding the Service may be reported via e-mail to info@2payapp.com or by mail at 2PAYAPP Limited, 7404 King George Blvd., Suite 200, Surrey, BC, Canada V3W1N6.

DOES NOT APPLY TO QUEBEC SOLE PROPRIETORS CONSIDERED CONSUMERS UNDER THE QCPA. Arbitration. Any dispute regarding this Agreement, including the validity, existence, binding effect, interpretation, performance, breach or termination, and including tort claims, may be referred to and finally determined, to the exclusion of the courts, by a single arbitrator. The arbitration shall take place in Vancouver, British Columbia, in English, and in accordance with the National Arbitration Rules of the National Arbitration Institute of Canada, Inc. In all other respects the arbitration shall be governed by and subject to the Arbitration Act (RSBC). The award of the arbitrator shall be final and binding, and neither party shall have the right to appeal it on the basis of any factual or legal errors.

15.1. You acknowledge and consent that this Agreement shall be entered into electronically. Your creation of a 2PAYAPP Business Account and password constitutes an electronic signature to this Agreement and related agreements and have the same effect as if you signed these documents in ink.

15.2. The following categories of information ("Communications") may be provided by electronic means, subject to the requirements of Canada's Anti-Spam Laws (CASL): (i) this Agreement and any amendments, modifications or supplements to it; (ii) your records of transactions through the Service; (iii) any initial, periodic or other disclosures or notices provided in connection with the Service, including without limitation those required by applicable law; (iv) any customer service communications, including without limitation communications with respect to claims of error or unauthorized use of the Service; (v) any other communication related to the Service or 2PAYAPP.

15.3. Communications may be provided to you at the telephone number(s) that you provide us with through (i) the use of autodialed or prerecorded message calls or (ii) text messages, subject to the requirements of CASL. We may contact you directly or we may share your phone number with service providers with whom we contract to provide such Communications. Standard telephone minute and text charges may apply. The hardware and software requirements for access to and retention of the Communications associated with the Service include a personal computer or other device which is capable of accessing the Internet; an Internet Web Browser; and a printer or other device capable of printing and/or retaining agreements and documents.

15.4. The Service does not allow for Communications to be provided in paper format or through other non-electronic means. You may withdraw your consent to receive Communications electronically, but if you do, your use of the Service shall be terminated. In order to withdraw your consent, you must contact us using our contact information at the end of this Agreement.

16.1 Third party websites links and content. Any external links to third-party websites or third-party content on our website are provided as a convenience to you and does not imply 2PAYAPP's endorsement of the third-party website or content. These sites are not controlled by us in any way, and we are not responsible for the accuracy, completeness, legality or any other aspect of these other sites including any content provided on them. You access such websites at your own risk.

16.2. Entire Agreement. The Agreement constitutes the entire agreement between you and 2PAYAPP and governs your use of the Service, superseding any prior agreements between you and 2PAYAPP.

16.3. No Waiver. The failure of 2PAYAPP to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give appropriately valid effect to the intention of the Agreement as reflected in the provision, and the other provisions of the Agreement shall remain in full force and effect.

16.4.Force Majeure. We shall not be liable for any failure or delay in the performance of the Service to the extent such failure or delay is caused by matters beyond our reasonable control, including, without limitation: changes in applicable laws; closure or unavailability of required physical and network infrastructure; sovereign default; power or internet failure; civil unrest; war; and earthquake, fire, flood, or other natural disasters.

Your security is very important to 2PAYAPP, and we use a variety of security measures to make sure that your information is secure. We urge you to think carefully before sending money to anyone that you do not know well. In particular, you should be cautious of deals or offers that seem too good to be true. If you think you have been or might be a victim of fraud, please contact us immediately by telephone at email. If you are aware of anyone or any entity that is using the Service inappropriately, please email us at info@2payapp.com.

Questions, notifications, and requests for refunds or further information can be sent to 2PAYAPP, as follows:

info@2payapp.com or by mail at 2PAYAPP Limited 7404 King George Blvd., Suite 200, Surrey, BC, Canada V3W1N6

YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS AND AGREE TO BE BOUND THEREBY. YOU ACKNOWLEDGE AND AGREE THAT EACH TIME YOU SUBMIT INFORMATION OR CONDUCT ANY TRANSACTION IN CONNECTION WITH THE SERVICE, EACH SUCH TRANSACTION CONSTITUTES YOUR AGREEMENT AND INTENT TO BE BOUND BY THESE AGREEMENT AND TERMS AND CONDITIONS IN IT.