Terms of Use

Effective Date: June 28, 2026

PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY FORM A BINDING LEGAL AGREEMENT BETWEEN YOU AND REMITRA WALLET INC. (“Remitra Wallet,” “we,” “us,” or “our”).

This website, mobile application, software, any related portals, APIs, and any other websites or digital properties operated by Remitra Wallet (collectively, the “Site”) and all information available on or through them are controlled by Remitra Wallet. These Terms govern your access to and use of the Site and apply to all visitors to the Site and to all persons or entities that access or use the wallet platform, payment processing tools, downloadable software, mobile application, APIs, and related services available through the Site or otherwise provided by Remitra Wallet (each a “Service” and collectively, the “Services,” which term includes the Site and any downloadable software unless expressly stated otherwise). By clicking “I Accept,” creating an account, completing registration, downloading or installing the mobile application or any software, accessing an API, or otherwise browsing or using the Site or Services, you represent and warrant that: (1) you have read, understood, and agree to be bound by these Terms; (2) you are of legal age and have the legal capacity to enter into a binding contract; and (3) you have the authority to enter into these Terms personally or on behalf of the legal entity for whom you are using the Services, as applicable. For purposes of these Terms, “you” means the individual user or, where applicable, the legal entity on whose behalf the Services are accessed or used. If you do not agree to be bound by these Terms, you may not access or use the Services. Certain sections of these Terms may require the submission of disputes to binding arbitration and may limit your ability to bring claims in court or participate in class or representative proceedings, except where such limits are not permitted by applicable law. Remitra Wallet may amend these Terms at any time in its sole discretion. If we do so, we will update the “Effective Date” or “Last Updated” date at the beginning of the Terms. Your continued use of the Site or Services after updated Terms are posted constitutes your acceptance of those updated Terms. You should review this page periodically to stay informed of any changes.

1. Use of the Services

The Site, the Services, the software, the wallet platform, the APIs, and all content, materials, features, functionality, text, graphics, logos, interfaces, and other information made available through them (collectively, the “Remitra Wallet Content”) are protected by applicable copyright, trademark, trade secret, and other intellectual property laws. Subject to your compliance with these Terms, Remitra Wallet grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services and to reproduce those portions of the Remitra Wallet Content that are reasonably necessary for your lawful use of the Services for your personal use or, where applicable, your internal business purposes. No rights are granted to you except as expressly set out in these Terms or in a separate written agreement signed by Remitra Wallet. Remitra Wallet is not a bank, trust company, or deposit-taking institution and does not provide investment, lending, financial advisory, legal, accounting, or consulting services. Remitra Wallet provides payment services, wallet functionality, funds transfer functionality, and related technical and operational services only, subject to these Terms and any applicable service schedules or agreements. Nothing in these Terms creates any fiduciary, trustee, agency, partnership, joint venture, employment, or other special relationship between Remitra Wallet and you. Remitra Wallet acts solely as a payment service provider in accordance with your instructions and applicable law.

1.1 Remitra Wallet Software

Use of any downloadable software, mobile application, or locally installed application component provided by Remitra Wallet (the “Software”) is governed by these Terms. The Software is made available electronically and Remitra Wallet does not provide you with a tangible or permanent copy of the Software. Subject to your compliance with these Terms, Remitra Wallet grants you a personal, limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to install and use the Software on devices you own or control solely for the purpose of accessing and using the Services in accordance with these Terms and any applicable business relationship with us. Because the Software may be installed on your device or otherwise accessed through your own hardware or systems, you are solely responsible for maintaining the security, integrity, and availability of that device or system, including keeping operating systems, browsers, anti- malware tools, security patches, and related protections current. You are also responsible for safeguarding any credentials, authentication methods, backups, and access controls associated with the Software and the Services. Remitra Wallet is not responsible for any loss, damage, unauthorized access, account compromise, or lockout — including any loss of funds or inability to access an account — arising from your failure to secure the device or system on which the Software is used, your failure to maintain appropriate security measures, or the presence of malware, spyware, unauthorized software, or other harmful code on such device or system. Remitra Wallet cannot retrieve, reset, decrypt, recover, or unlock passwords, credentials, recovery codes, wallet information, or other account information stored on or used in connection with the Software in any circumstances, including where the Software, your device, or your account has been compromised. You are solely responsible for maintaining secure backups and for taking all reasonable precautions to protect the Software, your credentials, and any information stored on your device or in your account.

1.2 Updates

The Services and Software are continually evolving. We may require you to accept, install, activate, or use updates, patches, upgrades, bug fixes, security releases, configuration changes, or revised versions of the Software or Services in order to continue using the Services or to access new or improved functionality. We may also require updates to third-party software, including internet browsers, operating systems, APIs, device settings, or other components used in connection with the Services. You acknowledge that certain features or functionality may not be available unless you use the current or supported version of the Software or satisfy applicable technical requirements. Remitra Wallet may update the Software and Services at any time, with or without notice, to address security issues, improve performance, enhance functionality, meet legal or regulatory requirements, or maintain compatibility with other systems. Your continued use of the Services following any update constitutes your acceptance of the updated or modified Software or Services.

2. About Remitra Wallet Inc. and Regulatory Status

Remitra Wallet Inc. is a Canadian corporation that operates a multi-party e-wallet and funds transfer platform for retail payments. We act as a payment service provider (“PSP”) and money services business (“MSB”) for the purposes of applicable Canadian laws and are subject to oversight under the Retail Payment Activities Act (“RPAA”) and Retail Payment Activities Regulations, and to anti-money laundering and anti-terrorist financing requirements applicable to MSBs, including those administered by the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”). We are not a bank, trust company, deposit-taking institution, lender, or investment dealer, and the Services do not constitute deposit accounts, savings accounts, credit facilities, or investment products. The Services are limited to the payment and wallet functions described in these Terms.

3. Definitions

In these Terms:

“Merchant” means a business client that has been onboarded by Remitra Wallet and holds a merchant e-wallet account (“Merchant Wallet”) on the platform for the purpose of receiving and making business and personal payments.

“Customer” means an individual or business end-user that pays a Merchant or receives payouts or refunds through supported payment methods or, where applicable, through a customer e-wallet account (“Customer Wallet”) on the platform.

“Wallet” means a Merchant Wallet or Customer Wallet, as applicable, maintained in the Remitra Wallet ledger.

“Settlement Bank” means a regulated financial institution in Canada where pooled trust or client accounts are held for safeguarding end-user funds and through which external electronic funds transfers (“EFTs”), wires, bill payments, or e-transfers are processed.

“Retail Payment Activities” and “Payment Functions” have the meanings given to those terms under the RPAA and Retail Payment Activities Regulations. Other capitalized terms may be defined in context within these Terms.

4. Overview of Services

4.1 Platform Services. Remitra Wallet operates a multi-party e-wallet and funds transfer

platform that enables Merchants and their Customers to send, receive, hold, and transfer electronic funds in connection with retail payments for goods and services. The platform supports domestic and, where applicable, international retail payment activities in Canadian dollars and other supported currencies.

4.2 Main Payment Functions. The Services include:

Opening and maintaining Merchant Wallets.

Opening and maintaining Customer Wallets, where applicable.

Receiving and transmitting electronic payment instructions between Customers, Merchants, and Settlement Banks.

Safeguarding end-user funds in pooled trust or settlement accounts at Canadian financial institutions and reconciling platform balances to those accounts.

Executing Merchant-to-Merchant transfers within the platform.

Enabling Merchants to move funds between their Merchant Wallet and Remitra Wallet’s main “house” wallet for settlement, reconciliation, and liquidity management.

We may add, modify, or discontinue specific features or services in accordance with Section 17.

5. Participants and Roles

5.1 Remitra Wallet (Platform Operator / PSP / MSB). Remitra Wallet owns and operates the

platform, performs onboarding and know-your-customer (“KYC”) / know-your-business (“KYB”) checks, holds and safeguards end-user funds in designated accounts, and executes payment instructions as a PSP performing retail payment activities under the RPAA.

5.2 Merchant. A Merchant is a business client that has been approved by Remitra Wallet, holds

a Merchant Wallet, can receive payments from Customers, make refunds or payouts to Customers, and transfer funds to other Merchants or to Remitra Wallet’s main wallet in accordance with these Terms and any applicable service schedules.

5.3 Customer. A Customer is an individual or business that pays a Merchant using supported

payment methods (including e-transfer, EFT, wire, bill payment) and may receive payouts or refunds from Merchants through the platform, either to external accounts or to a Customer Wallet, where applicable.

5.4 Settlement Banks and External Networks. Settlement Banks and external payment

networks are regulated financial institutions and infrastructures through which EFTs, wires, e-transfers, and other external transfers are processed. Remitra Wallet interacts with these institutions to initiate, receive, and reconcile external movements of funds.

6. Merchant Onboarding and Wallet Creation

6.1 Application. To access the Services, a prospective Merchant must submit an application via

the platform (through an online portal, API, or other method we designate) and provide accurate, complete, and up-to-date information and documentation as requested by Remitra Wallet.

6.2 KYC/KYB and Compliance Checks. Remitra Wallet will perform KYB on the Merchant

entity, KYC on beneficial owners and controlling persons, sanctions screening, and other anti-money laundering / anti-terrorist financing (“AML/ATF”) checks in accordance with applicable laws, FINTRAC guidance, and RPAA requirements. We may decline, suspend, or terminate onboarding at our sole discretion where we identify unacceptable risk or non-compliance.

6.3 Wallet Creation and Configuration. Upon approval, Remitra Wallet will create a Merchant

profile and Merchant Wallet in the core system, assign access credentials, and configure permissions, transaction limits, supported funding and payout methods, and any integration parameters (including API keys where applicable).

6.4 Ongoing Verification. Merchants must promptly notify us of any changes to their

ownership, structure, business activities, or contact details, and must provide updated information upon request. We may periodically refresh KYC/KYB information and adjust risk classifications in line with our AML/ATF and operational risk frameworks.

7. Customer Onboarding and Customer Wallets

7.1 Customer Identification. Where Remitra Wallet opens Customer Wallets or maintains

Customer profiles, customers may be required to submit identification information (for example, name, date of birth, address, and supporting documents) through Merchant channels or directly through the platform.

7.2 KYC and Screening. Remitra Wallet or the Merchant, as applicable, will conduct KYC and

sanctions screening on Customers, in accordance with applicable AML/ATF laws and internal policies. We may deny or restrict access to Customer Wallets where risk levels are unacceptable or required information is not provided.

7.3 Activation and Linking. Upon approval, a Customer profile and, where applicable, a

Customer Wallet balance will be activated in the platform and linked to the relevant Merchant relationship. If Remitra Wallet does not open Customer Wallets and only processes payments from external accounts, Customer information may be limited to what is necessary to execute payment instructions.

8. Payment and Wallet Processes

8.1 Customer Funding – “Customer Pays Merchant”

A Customer initiates a payment to a Merchant using a supported funding method (e-transfer, EFT, wire, bill payment) directed to an account designated and controlled by Remitra Wallet at a Canadian financial institution.

Remitra Wallet receives the payment instruction and reconciles incoming funds to the correct Merchant and Customer using reference data, virtual account numbers, or payment message details.

Once funds are received and reconciled, Remitra Wallet credits the corresponding amount to the Merchant Wallet balance in the platform ledger.

Where both Customer and Merchant Wallets are maintained on-platform, we may debit a Customer Wallet and credit the Merchant Wallet simultaneously, in accordance with the relevant arrangements. Throughout this process, we monitor transactions for AML/ATF red flags and operational risk, and we apply safeguarding controls consistent with the RPAA and our internal risk framework.

8.2 Merchant Payouts and Refunds – “Merchant Pays Customer”

Through the portal or API, the Merchant submits a payout or refund instruction to send funds from its Merchant Wallet to a Customer.

Remitra Wallet validates the instruction, including applicable limits, KYC/KYB status, sanctions lists, and available wallet balance.

For payouts to external accounts, we debit the Merchant Wallet and initiate an outgoing EFT, e-transfer, wire, or bill payment from the safeguarded account at the Settlement Bank to the Customer’s designated receiving account.

For internal payouts to Customer Wallets, we debit the Merchant Wallet and credit the Customer Wallet in real time.

We record the transaction in our ledger, update balances, and provide confirmations or statements to the Merchant as appropriate.

8.3 Merchant-to-Merchant Transfers

A Merchant may instruct the platform to transfer funds from its Merchant Wallet to another Merchant’s Merchant Wallet.

Remitra Wallet verifies that both Merchants are fully onboarded and in good standing, then debits the sending Merchant’s wallet and credits the receiving Merchant’s wallet in the platform ledger.

No external movement of funds occurs for internal transfers; however, such transfers are logged, monitored, and subject to AML/ATF and operational risk controls.

8.4 Transfers Between Merchant Wallets and Remitra Wallet Main Wallet

A Merchant may instruct the platform to move funds from its Merchant Wallet to Remitra Wallet’s main (house) wallet for settlement, clearing, fee payment, or other net-settlement arrangements.

Upon receipt of the instruction, Remitra Wallet debits the Merchant Wallet and credits the main wallet in the platform ledger.

Periodically, or as required, we reconcile the total of Merchant Wallets and the main wallet against safeguarded end-user funds held in trust accounts at the Settlement Bank.

Where applicable, Remitra Wallet may initiate external transfers from the safeguarded account to the Merchant’s external bank account to reflect a withdrawal from the Merchant Wallet.

8.5 Irrevocable Payment Instructions

Once a payment instruction has been received by Remitra Wallet and processing has commenced, the instruction may not be cancelled, revoked, or amended except where Remitra Wallet expressly agrees in writing or where required by applicable law. Remitra Wallet shall have no obligation to reverse, recall, or recover any completed transaction.

9. Retail Payment Functions Performed

Remitra Wallet performs the following retail payment functions, using RPAA terminology:

Initiating and transmitting payment instructions between Customers, Merchants, and Settlement Banks, including processing incoming and outgoing EFTs, wires, e-transfers, and similar transfers.

Holding funds on behalf of end-users (Merchants and, where applicable, Customers) in pooled trust or settlement accounts with daily ledger reconciliation against funds held at financial institutions.

Providing and operating payment accounts (Merchant and Customer Wallets) for the purpose of making or receiving electronic fund transfers related to retail payments.

Providing payment processing and technical interfaces (portal and APIs) that allow Merchants to accept payments and disburse refunds or payouts. Remitra Wallet does not engage in deposit taking, lending, or investment services, and does not issue payment cards or act as a card network acquirer under these Terms, unless expressly disclosed in a separate agreement or schedule.

10. Safeguarding of End-User Funds

End-user funds (including Merchant and, where applicable, Customer funds) are segregated from Remitra Wallet’s own funds and safeguarded in designated trust or client accounts at Canadian financial institutions. Remitra Wallet maintains reconciliation processes designed to ensure that total platform ledger balances equal funds held in safeguarded accounts, subject to timing differences inherent in payment processing. Remitra Wallet will not use safeguarded end-user funds for its own corporate purposes. You acknowledge and agree that no interest shall accrue or be payable on any funds held in Wallets or safeguarded accounts, regardless of the period during which such funds are held. Any interest earned on safeguarded funds shall belong solely to Remitra Wallet.

11. Risk Management, AML/ATF, and Compliance

Remitra Wallet maintains:

A documented risk management framework for operational and fraud risks associated with retail payment activities, aligned with Bank of Canada guidance under the RPAA.

Comprehensive AML/ATF and sanctions programs, including onboarding due diligence, ongoing transaction monitoring, reporting to FINTRAC, and risk-based controls consistent with applicable Canadian laws and guidance.

System documentation, process maps, user manuals, and configuration records, to evidence how the Services are designed and operated. You agree to cooperate reasonably with Remitra Wallet in relation to compliance reviews, information requests, or investigations. Remitra Wallet may delay, decline, or reverse transactions where necessary to comply with law,regulatory requirements, or internal risk policies or for fraud prevention, AML/ATF obligations, dispute resolution, suspicious activity, or protection of the integrity of the Services.

12. Eligibility, Use Restrictions, and Client Responsibilities

12.1 Eligibility

12.1.1 Merchant eligibility. To be eligible to use the Services as a Merchant, you must be a duly

formed legal entity (such as a corporation, partnership, or sole proprietorship) that is validly existing and in good standing under the laws of the jurisdiction in which you are established, and you must be resident or have a place of business in Canada, unless we expressly agree otherwise in writing.

12.1.2 Authority and capacity. You represent and warrant that the individual accepting these

Terms on your behalf has the legal authority to bind you, that you have full capacity and power to enter into these Terms, and that your acceptance and use of the Services do not conflict with any other agreement, law, or court order applicable to you.

12.1.3 Customer eligibility. Customers who use the Services (for example, by funding payments

to Merchants or receiving payouts and refunds) must satisfy any eligibility criteria specified by Merchants and Remitra Wallet, which may include age, residency, and KYC requirements. Where we operate Customer Wallets, Customers may be required to successfully complete KYC and sanctions screening before they can access or use those wallets.

12.1.4 Ongoing eligibility. Your eligibility to use the Services is subject to our ongoing risk

assessment and compliance review. We may re-verify your information, request additional documentation, re-classify your risk level, or restrict or terminate your access to the Services if we reasonably determine that you no longer meet our eligibility criteria or applicable legal and regulatory requirements.

12.2 Permitted Use. You may use the Services only for lawful retail payment activities related

to genuine goods and services and in accordance with these Terms and any applicable policies or schedules. You must not use the Services for prohibited or high-risk activities, including illegal transactions, fraud, money laundering, or sanctions-related violations.

12.2.1 Purpose of use. You may use the Services solely to support lawful retail payment

activities related to genuine purchases or sales of goods and services or other lawful purposes that we expressly approve. The Services are designed for payments connected to commerce, not for speculative or high-risk financial activities.

12.2.2 Compliance with law and policies. You must use the Services in strict compliance with

all applicable laws, regulations, rules, and guidance, including but not limited to Canadian AML/ATF laws, sanctions, consumer protection laws, and the RPAA, and in accordance with these Terms, any service schedules, our policies, and any reasonable instructions that we provide.

12.2.3 Accurate information. You must ensure that any information, instructions, and

supporting data you provide to us in connection with the Services (including recipient details, payment amounts, and references) are true, accurate, complete, and not misleading in any material respect. You are responsible for promptly correcting and updating your information.

12.2.4 Use of access credentials. You agree to keep all usernames, passwords, API keys,

security tokens, and other access credentials confidential and secure, and not to share them with any unauthorized person. You must implement appropriate internal controls to ensure that only authorized personnel can access and use the Services on your behalf.

12.2.5 Internal controls. You are responsible for implementing appropriate internal procedures

(such as approvals and dual controls) to ensure that any payment instructions submitted through the Services are authorized and properly reviewed. We are entitled to rely on instructions that appear to come from your authorized users unless we have reason to believe otherwise.

12.2.6 Customer Responsibility.You remain solely responsible for all transactions initiated

using your account credentials, API keys, or authorized users, whether or not such transactions were specifically authorized by you.

12.3 Information and Security. You are responsible for:

Providing accurate, complete, and up-to-date information.

Keeping login credentials, API keys, and security devices confidential and secure.

Promptly notifying Remitra Wallet of any suspected unauthorized access, security incident, or breach.

12.4 Service Provider Fees. You acknowledge that your own financial institution or other

service providers may charge fees in connection with your use of the Services (for example, for e-transfers, wires, or EFTs), and you are solely responsible for such fees.

12.5 Restricted Activities

12.5.1 Prohibited and high-risk uses. Without limiting other restrictions in these Terms, you must

not use the Services, and you must not permit any third party to use the Services, to:

engage in illegal activities, including fraud, money laundering, terrorist financing, tax evasion, or other criminal conduct;

transact with individuals, entities, or jurisdictions that are subject to Canadian sanctions or other applicable trade or economic restrictions;

carry out payments relating to the sale or purchase of prohibited goods or services, such as illegal drugs, unlicensed firearms, or other contraband;

process payments where the underlying transaction is sham, fictitious, or lacks a legitimate commercial purpose; or

engage in any activity that would cause us or our partners to violate applicable law, regulations, or obligations to regulators or Settlement Banks.

12.5.2 Abusive or harmful behaviour. You must not:

abuse, exploit, or attempt to bypass transaction limits, velocity controls, compliance checks, or other risk controls we implement;

interfere with, disrupt, or harm the security, integrity, or performance of the platform, APIs, or systems;

use automated tools (such as bots, scrapers, or spiders) to access or monitor the Services in a manner that we have not expressly authorized; or

attempt to gain unauthorized access to any part of the platform, systems, or data belonging to us or other clients.

12.5.3 Misuse of Merchant or Customer Wallets. You must not:

use a Merchant Wallet or Customer Wallet as a general deposit or savings account or for investment or speculative purposes;

permit non-customers, unapproved third parties, or unknown persons to make payments or receive funds through Wallets associated with your Merchant account other than in the ordinary course of your business; or

use Wallets for the purpose of managing pooled funds for third parties unless we have expressly agreed in writing to such arrangements and you comply with any additional conditions we impose.

12.5.4 Consequences of restricted activities. If we suspect or reasonably believe that you have

engaged, are engaging, or may engage in a restricted activity or other misuse of the Services, we may immediately, without prior notice and in our sole discretion:

decline or hold transactions;

freeze or restrict access to your Wallets;

report relevant information to FINTRAC, law enforcement, regulators, or Settlement Banks as required or permitted by law;

require additional information or documentation;

suspend or terminate your access to the Services in whole or in part; and

take any other actions that we consider reasonably necessary to protect our platform, other clients, and regulatory interests.

13. Fees and Charges

Remitra Wallet may charge fees for the Services, including transaction fees, wallet maintenance fees, FX spreads, or other charges as agreed in the applicable fee schedule or commercial agreement. You authorize Remitra Wallet to debit your Merchant Wallet or other designated payment instrument for applicable fees and charges. Remitra Wallet may update fee schedules in accordance with Section 17 (Changes to These Terms) or as permitted under the commercial agreement.

13.1 Fees and Charges

13.1.1 Fee schedules. You agree to pay all fees and charges applicable to your use of the

Services, including transaction fees, Wallet maintenance fees, FX fees or spreads, payout fees, and any other amounts described in our fee schedule, commercial agreement, or other written arrangement with you.

13.1.2 Calculation of fees. Fees may be calculated on a per-transaction basis, as a percentage of

transaction value, as fixed periodic fees, or using any other method set out in the applicable fee schedule or agreement. Some fees may differ based on transaction type, funding method, destination country, currency, or risk level.

13.1.3 Debiting fees. You authorize us to debit fees and costs directly from your Merchant

Wallet or from any other payment instrument you designate for that purpose. We may deduct fees and costs at the time of processing a transaction or periodically, as specified in the fee schedule.You also remain liable for any chargebacks, payment reversals, returned payments, recalls, rejected transfers, administrative reversals, or similar adjustments relating to transactions processed through the Services and you authorize us to recover such amount together with associates fees and costs.

13.1.4 Third-party charges. You acknowledge that your own financial institution, Settlement

Banks, and other service providers may charge you additional fees (such as bank transfer charges, wire fees, or e-transfer fees) in connection with your use of the Services. You are solely responsible for all such third-party fees and charges.

13.1.5 Set-Off Rights. Remitra Wallet may, at any time and without prior notice, set off any

amounts owing by you to Remitra Wallet against any funds held for your benefit or otherwise payable to you, whether arising under these Terms or otherwise.

13.2 Taxes

13.2.1 Responsibility for taxes. You are responsible for determining and paying any taxes

(including sales tax, goods and services tax, harmonized sales tax, income tax, and other applicable taxes) that may be due in relation to your use of the Services and your underlying transactions with Customers.

13.2.2 Taxes on fees. Where applicable, we may charge and collect taxes on our fees, and such

amounts will be reflected on invoices or transaction records. It is your responsibility to retain appropriate documentation for tax and accounting purposes.

13.3 Changes to Fees and Pricing

13.3.1 Right to adjust fees. We may adjust our fees, introduce new fees, or modify fee

structures from time to time to reflect changes in our business, costs, market conditions, regulatory requirements, or risk assessments.

13.3.2 Notice of fee changes. We will provide notice of material changes to fees or pricing in a

manner we consider reasonable, which may include posting updated fee schedules on our website or Merchant portal, sending emails, or providing in-portal notifications. Where practicable, we will provide advance notice before such changes take effect.

13.3.3 Acceptance of updated fees. Your continued use of the Services after the effective date

of any fee change constitutes your acceptance of the updated fees. If you do not agree to the revised fees, you may discontinue use of the Services and close your Merchant Wallet, subject to any outstanding obligations.

13.3.4 Errors and disputes. If you believe a fee has been applied in error, you must notify us

within a reasonable time (for example, within 30 days of the relevant transaction or invoice). We will review and, if appropriate, correct any fee errors. This review does not limit our right to recover underpaid amounts or to correct past invoicing mistakes.

14. Intellectual Property

All rights, title, and interest in and to the platform, software, APIs, documentation, Site content, and any related intellectual property are owned by Remitra Wallet or its licensors. You are granted a limited, non-exclusive, revocable, non-transferable license to access and use the Services solely in accordance with these Terms for your internal business purposes. You must not copy, modify, reverse engineer, decompile, disassemble, or create derivative works of any part of the platform or Services, nor remove or alter any proprietary notices.

15. Disclaimers

The Services are provided on an “as is” and “as available” basis, without any representations, warranties, or conditions of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by law. Remitra Wallet does not warrant that the Services will be uninterrupted, timely, secure, or error-free, or that all attempted transactions will be completed. The Services rely upon third-party financial institutions, telecommunications providers, payment networks, clearing systems, cloud providers, and other service providers. Remitra Wallet is not responsible for any delay, interruption, failure, or error attributable to any such third party. Remitra Wallet does not guarantee continuous availability of the Services and may suspend access for maintenance, upgrades, security events, emergencies, or other operational reasons without liability.

16. Limitation of Liability and Indemnity

16.1 Limitation of Liability

16.1.1 Excluded types of damages. To the maximum extent permitted by law, Remitra Wallet

will not be liable to you, any Merchant, Customer, or other third party for any:

indirect, incidental, consequential, special, exemplary, or punitive damages;

loss of profit, loss of revenue, loss of business, loss of goodwill, loss of reputation, or loss of anticipated savings;

business interruption, loss of opportunity, or inability to use the Services; or

loss, corruption, or unauthorized disclosure of data, arising out of or relating to these Terms, the Services, or any transaction, even if we have been advised of the possibility of such damages.

16.1.2 Cap on aggregate liability. Subject to section 16.1.3, Remitra Wallet’s aggregate liability

to you arising out of or relating to the Services and these Terms in any 12-month period will be limited to the total amount of fees actually paid by you to Remitra Wallet for the Services during that same 12-month period, excluding amounts related to external transaction costs such as bank fees or FX spreads.

16.1.3 Exceptions. The limitations in this section do not apply to liability that cannot be

excluded or limited under applicable law (for example, certain liability for personal injury caused by negligence, or liability arising from our own fraud). In such cases, our liability will be limited to: (a) the amount of insurance proceeds actually available and paid in respect of the applicable claim; and (b) the minimum amount of liability that cannot lawfully be excluded or limited under applicable law.

16.1.4 Allocation of risk. You acknowledge that the limitations and exclusions of liability in this

section are a fundamental part of the allocation of risk between you and Remitra Wallet and that, without them, the economic terms of the Services would be different.

16.2 Indemnity

16.2.1 Your indemnity to Remitra Wallet. You agree to indemnify, defend, and hold harmless

Remitra Wallet and its directors, officers, employees, agents, and affiliates from and against any and all claims, demands, actions, proceedings, losses, damages, costs, and expenses (including legal fees on a full indemnity basis) arising out of or relating to:

your breach of these Terms or any other agreement with us;

your misuse of the Services or Wallets;

your failure to comply with applicable laws, regulations, or guidance;

any claim or dispute between you and a Customer, Merchant, or other third party relating to underlying goods or services or to payments processed through the platform; or

any third-party claim alleging that your data, content, or conduct infringes rights or causes damage.

16.2.2 Defence and settlement. We may assume control of the defence of any claim that is

subject to your indemnity, at your cost, and you agree to cooperate with us in defending such claims. You must not settle any claim in a manner that imposes any admission of liability, obligation, or restriction on Remitra Wallet without our prior written consent.

16.2.3 Survival. The indemnity obligations in this section will survive the termination or

expiration of these Terms and your use of the Services.

17. Changes to These Terms and Services

Remitra Wallet may modify these Terms or the Services to address legal or regulatory changes, improve security or functionality, or reflect changes in our business. We will post updated Terms on our website and indicate the effective date. Material changes that significantly affect your rights or obligations will be communicated in advance where practicable. Your continued use of the Services after changes take effect will constitute acceptance of the updated Terms.

18. Governing Law, Dispute Resolution, and Enforcement Mechanics

18.1 Governing Law

These Terms and any dispute or claim arising out of or relating to these Terms or the Services will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice-of-law or conflict-of-laws rules that would result in the application of laws of another jurisdiction.

18.2 Dispute Resolution

18.2.1 Good-faith resolution. If a dispute arises between you and Remitra Wallet relating to

these Terms or the Services, the parties will first attempt to resolve the matter in good faith through informal discussions and negotiation, including escalation to appropriate senior representatives if necessary.

18.2.2 Arbitration. If the parties are unable to resolve the dispute within a reasonable period (for

example, 30 days from initial notice of the dispute), the dispute may be submitted to private arbitration in Ontario, Canada. The arbitration will be conducted by a single arbitrator under applicable arbitration rules (such as those of an established arbitration institution) unless the parties agree otherwise in writing.

18.2.3 Court proceedings. Notwithstanding the obligation to arbitrate, either party may seek

interim, injunctive, or other equitable relief from a court of competent jurisdiction in Ontario where necessary to protect its rights, confidential information, or intellectual property or to enforce safeguarding or compliance obligations.

18.2.4 Class actions. To the extent permitted by law, disputes will be resolved on an individual

basis, and you agree not to participate in or commence any class, collective, or representative action against Remitra Wallet in relation to the Services or these Terms.

18.3 Enforcement Mechanics

18.3.1 Rights and remedies cumulative. All rights and remedies under these Terms are

cumulative and may be exercised separately or together. Our decision to exercise or not exercise any particular right or remedy does not waive our ability to exercise other rights or remedies.

18.3.2 No waiver. A failure or delay by Remitra Wallet in exercising any right or remedy under

these Terms will not constitute a waiver of that right or remedy, and any waiver must be expressly made in writing to be effective.

18.3.3 Severability. If any provision of these Terms is determined by a court or arbitrator to be

invalid, illegal, or unenforceable, that provision will be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

18.3.4 Assignment and successors. You may not assign, transfer, or delegate your rights or

obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms to an affiliate (as defined in the Canada Business Corporations Act or such successor legislation) or related party (as defined in the Income Tax Act or such successor legislation) or successor entity in connection with a merger, reorganization, or sale of all or substantially all of the assets or shares of our business and these Terms will be binding upon and inure to the benefit of such successors and assigns.

18.3.5 Force Majeure.Remitra Wallet shall not be liable for any delay, interruption, failure to

perform, or unavailability of the Services resulting from events beyond its reasonable control, including acts of God, natural disasters, pandemics, labour disruptions, cyberattacks, failures of telecommunications or internet providers, utility failures, payment network outages, governmental actions, changes in law, war, terrorism, civil unrest, or failures of financial institutions or third-party service providers.

18.3.6 Electronic Communications.You consent to receiving all notices, disclosures,

statements, agreements, amendments, and other communications electronically, including through the platform, email, or by posting on the Site. Electronic communications satisfy any legal requirement that such communications be in writing.