1.

These Terms outline the principles and conditions under which Spend Management Network Ltd., a company registered in Ontario, Canada (“Administrator”) provides access to its System Services. Spend Management Network Ltd. is located at 80 Birmingham St, Unit C6, Toronto, Ontario, Canada, M8V 3W6, and is authorized to provide payment services by the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC). Customers may utilize the System and its System Services in compliance with these Terms and Conditions, Internal Policies, while applicable Fees are charged according to agreed Fees.

2.

This document constitutes the Administrator’s official offer to eligible individuals and entities, inviting them to access and benefit from the System and its System Services.

3.

In areas not expressly covered by these Terms and Conditions, the Administrator reserves the right to address such matters through Internal Policies, details of which will be provided on the Website. By agreeing to these Terms and Conditions, Customers also accept the stipulations of the Internal Policies.

4.

The information on the Website is provided purely for informational purposes and is available “as is.” The Administrator makes no guarantees, claims, or promises about the accuracy, currency, or completeness of the Website’s content, and it should not be used as a sole basis for any decisions or actions.

5.

The Website does not offer any features or benefits akin to those of a traditional bank account. Spend Management Network Ltd. is neither a bank nor a credit institution and is not authorized to pay interest on funds held within a Customer's Account, including Business Accounts and Personal Accounts.

Account: A secure online account within our System for Customers.

Account Lockdown: Suspension of all Customer's Debit Cards and wallets by the Administrator if the activities are deemed suspicious or controversial according to the Internal Policies and Terms.

Applicant: An individual or a legal entity wishing to open an account within the System by submitting a registration application.

Authorization: Granting a person the right to conduct Transactions in the Account based on authentication via their Login and Password.

Authorization Details: Data enabling authentication of the Customer, primarily comprising the Login and Password. Additional details may be required by the Administrator.

AML Policy: Rules devised by the Administrator to prevent money laundering and terrorism financing, aligned with Regulatory Law.

Beneficial Owners: Individuals who directly or indirectly own or control 10% or more of a legal entity's shares.

Business Account: An Account opened by a legal entity.

Contact Details: The email address or messaging network identifier provided by the Customer during registration or correspondence.

Customer: An individual, or legal entity holding an Account after completing the Registration and Verification.

Debit Card: Virtual debit cards that are issued by various issuing banks pursuant to the appropriate regulatory licenses.

Fees: Charges applied by the Administrator for System Services provided to the Customer.

Funds: Digital asset or fiat currencies owned by the Customer, accounted as funds within their Wallets or Debit Cards.

Internal Policy: Administrator's documents governing the operation of the System.

Issuing Banks: Financial institutions that provide customers with Debit Cards linked to their accounts.

Login: The Customer's email address or another specified alphanumeric combination used to access the Account.

Parties: The Administrator and the Customer collectively.

Password: A combination of letters, numbers, and symbols created by the Customer to access their Account.

Payment: The act of transferring funds via Debit Card in favor of an external merchant.

Personal Account: An Account opened by an individual.

Privacy Policy: Website's rules for the collection, storage, and use of personal data.

Prohibited Activities: Actions that are criminal in the Customer's jurisdiction or violate ethical standards.

Registration: The process whereby an individual's data is entered into the System.

Regulatory Law: Applicable Canadian laws and international regulations.

Store: Websites or mobile applications used by Merchants to sell goods or services.

System: A set of hardware and software developed to provide System Services.

System Services: The suite of functionalities provided by the System to Customers.

Transaction: An act of receiving or sending Funds within the System.

Type of Wallet: A Wallet denominated in one of the available currencies.

Unverified Account: Account of a Customer whose identity is not verified.

Verification: The process of authenticating and confirming the accuracy of the information provided by the Customer.

Verified Account: Status of a Customer's Account after successful Verification.

Wallet: A component of the Account reflecting the balance of Funds.

Website: Spend Management Network Ltd's website accessible at https://spend.net.

Withdrawal: Transaction transferring Funds from the Account to an external digital assets wallets.

1.

In order to use the System Services and become a Customer, the Applicant must open an Account as described in Terms and Conditions and complete the Verification.

2.

The Customer is entitled to access information regarding the System Services offered by the Administrator, the Terms and Conditions, the Internal Policies, and to gain access to the System Services subject to the Customer's status and any additional limitations set forth in these Terms and Conditions and the Internal Policies.

3.

The Customer is eligible for technical and informational assistance concerning the utilization of the System Services.

4.

Funds transferred to Debit Cards are under the purview of the issuing banks, with Spend Management Network Ltd serving as a program manager that facilitates this relationship. Consequently, transactional and security protocols for card services follow issuing banks' policies.

1.

The Applicant willing to open the Account shall complete the Registration procedure: to fill out the Registration forms on the Website, to provide the Authorization Details and to accept these Terms and Conditions by clicking the «Sign up» button and ticking on consent to the processing of personal data in the relevant field in the Registration form.

2.

Once the Applicant accepts these Terms and Conditions, it shall be deemed a bilateral agreement of the Parties.

4.

By accepting the present Terms and Conditions, the Applicant declares that they are acting on their own behalf only and not acting on behalf or in the interest of third parties.

6.

Should the information required not be submitted or if it is found to be inaccurate, incomplete, or outdated, either partially or wholly, the Verification process will be considered unsuccessful, leading to the imposition of limitations applicable to Unverified Accounts.

7.

The Verification process is generally completed within 24 hours following the submission of the required information by the Customer. However, this timeframe may extend beyond 24 hours if the Administrator needs to conduct more thorough due diligence.

8.

Verification is acknowledged as complete when the Customer receives a confirmation from the Administrator either through email or phone, based on the Customer's preference as registered in the System. Upon successful Verification, the Customer gains access to the entire range of System Services designated for Verified Accounts.

9.

The Customer is obligated to inform the Administrator about any changes to the Verification data promptly and to supply the most recent information as quickly as is feasible.

10.

The Administrator reserves the right to periodically review the Customer's submitted data for currency. If any data is discovered to be unreliable, incomplete, outdated, or associated documents have expired, the Administrator may ask the Customer to submit current data within a 5-day timeframe.

11.

Should the Customer not submit the required data within the a 5-day timeframe, the Administrator has the authority to revoke the Account Verification and apply the restrictions typical of Unverified Accounts.

1.

Once the Applicant completes the Registration, the Account is created, and the Applicant becomes the Customer.

2.

The Customer may open separate Wallets for the different currencies available for use. All the Funds transferred to the Customer's Account are stored in the Wallets in corresponding currencies.

3.

While Funds can be kept in the Wallet for an indefinite period of time, and no interest is charged or incurred for any Funds kept in the Wallet, such conditions do not apply to funds remaining on the deactivated Debit Cards.

4.

5.

The Customer may use the Unverified Account with the applicable limitations or upgrade to the Verified Account by the means of the Verification.

6.

The Customer may open a Personal and/or a Business Account. The special features of the Personal and Business Accounts are available on the Website.

7.

To open the Account, an individual must be 18 years or older, acting in full capacity in accordance with their national laws. By creating the Personal Account, the Customer declares that they have reached the age of 18, the Administrator may demand that the Customer files a confirmation of their age at any time.

8.

To open the Business Account, the Customer must be a legal entity or an individual entrepreneur having full capacity to open the account in accordance with the laws and requirements of their country of incorporation.

9.

10.

The Customer may open the Account only if this does not contradict the provisions of the laws of the country of their permanent residence or the Customer's registration. By opening the Account, the Customer declares and guarantees to the Administrator that opening of such an Account by the Customer does not violate any laws or regulations applicable to the Customer. The Customer shall compensate the Administrator an amount of all losses incurred by the Administrator if the Customer violates provisions of this clause.

11.

In case the Customer intends to open the Business Account, the additional agreement shall be made between the Administrator and the Customer. The Customer must comply with the provisions of such applicable additional Agreement along with the obligations under these Terms and Conditions and the Internal Policies.

12.

The information on the Customer's Transactions with the Funds, use of their Wallet and Debit Card is recorded and kept by the Administrator for the duration of the effective term of these Terms and Conditions and for a period of 5 (five) years after these Terms and Conditions are terminated and the Account is closed.

13.

By making the new Transaction resulting in the change of balance of the Funds in the Wallet or Debit Card, the Customer confirms the new Wallet and Debit Card balance.

14.

Access to the wallets or Debit Cards is only available upon the Authorization.

15.

The Password shall be generated by the Customer independently. The e-mail and Password shall be used for the Authorization and can be changed at any time.

16.

The Customer is responsible for keeping the Authorization Details confidential. Any actions related to the Wallet performed with the use of the valid Authorization Details shall be considered to be as actions performed by the Customer.

17.

In case the Customer loses the Authorization Details, the Customer shall contact the Administrator and request to recover the access to their Wallet.

18.

In case the activities of the Customer are deemed suspicious or controversial to the Terms and Conditions, other agreements concluded between the Customer and the Administrator, the Internal Policies or the requirements of current legislation, the Administrator shall notify the Customer via the email address indicated by the Customer in the System on such suspicious activities, suspected or actual fraud or security threats.

19.

The Administrator reserves the right to perform the Account Lockdown without prior notification of the Customer in case of objectively justified reasons relating to the security of the Account, the suspicion of unauthorized or fraudulent use of the Account, the violation of the provisions of the Terms and Conditions or the Internal Policies.

20.

The Administrator shall unblock the Account once the reasons for the Account Lockdown no longer exist.

21.

The Customer may close the Account at any time by contacting the Administrator.

22.

The Customer is restricted from registering multiple Accounts, except opening one Personal Account and one Business Account as an individual entrepreneur. Otherwise, the Administrator shall have the right to automatically mark such accounts as fraudulent and perform an Account Lockdown.

23.

Administrator reserves the right to deny access or close an account, at its sole discretion, without the obligation to provide a specific reason.

1.

Customers can add funds to their Wallet by signing into their Account on the Website and adhering to the provided instructions for Wallet funding. The methods for adding funds can differ based on the Customer's geographic location. The currently available methods are listed on the Website.

2.

Services for adding funds to the Wallet may be conducted by external third-party payment services and are not included as part of the System Services.

3.

Adding funds to the Wallet is governed by the Terms and Conditions, Internal Policies, the policies of the third-party service providers, and the relevant laws.

4.

The Administrator has the authority to limit the options for adding funds to the Wallet for specific Customer categories, based on the risk level associated with the Customer's activities and/or transactions.

5.

When funds are added to the Wallet by third parties, the Customer assumes all rights and responsibilities related to the Funds added. Transactions conducted by third parties in this manner are considered to be done on behalf of and for the benefit of the Customer.

6.

For security purposes, the Administrator may establish limits on adding funds to the Wallet or Debit Card.

7.

Third parties may impose additional fees for adding funds to the Wallet, depending on the chosen method.

8.

Upon receiving an order to transfer Funds from the Customer's Wallet, the Administrator verifies the Customer's identity through the Authorization Details. In certain scenarios, the Administrator may require additional identification steps before processing the Withdrawal.

9.

Transactions made with the Customer's Authorization Details are deemed to have been conducted by the Customer and are final.

10.

The timing for Transactions involving third-party financial services is subject to those parties' policies. Delays caused by third parties are outside the Administrator's responsibility.

11.

Customers have the option to activate notifications for completed payments or transactions.

12.

Based on the risk level of certain activities and/or transactions, the Administrator may limit the range of possible recipients for Customer payments. Details on these restrictions can be found on the Website.

13.

The Administrator reserves the right to limit withdrawal methods for Funds for certain Customer groups, influenced by the risk associated with their activities and/or transactions. Details on these limitations are accessible on the Website.

14.

Information regarding limits on Wallet funding and payment amounts, varying by Account status and Customer category in relation to activity and transaction risk levels, is provided on the Website.

15.

Customers wishing to withdraw Funds must initiate a withdrawal request from their Wallet. Identity verification may be required during the withdrawal process. The Wallet must contain enough Funds to cover any withdrawal Fees.

16.

Customers can download electronic reports of Transactions for any timeframe from their Account at no cost.

17.

Transactions made by the Customer using the System are irreversible and not open to dispute, amendment, or cancellation, except for Debit Card payments identified as fraudulent.

1.

The Administrator will apply charges for the Services offered to the Customer.

2.

Details on the Fees, including their amounts and the process for their application, can be found on Website.

3.

The Administrator retains the right to adjust the Fee at their discretion, with such changes becoming effective on the date they are posted on the Website.

4.

Fees are assessed in the currency used for the Transaction and are rounded to the nearest cent.

5.

The Services provided by the System to the Customer are exempt from VAT and any other sales taxes.

6.

The Administrator deducts all applicable Fees directly from the Customer's Wallet upon finalizing the Transaction that incurs Fees, or when there is a justified reason to levy the said Fees.

7.

Should the Wallet's balance be insufficient for covering the due Fees, the Administrator may decline the Transaction and require the Customer to settle the outstanding Fees.

1.

In the event of failure to comply and/or improper fulfilment of the obligations under these Terms and Conditions, the Parties shall be responsible in accordance with the provisions of these Terms and Conditions, the Internal Policies, and the applicable laws.

2.

The Administrator guarantees the safety of funds maintained in the Customer's Wallet. However, the funds associated with the Debit Card are subject to the banks’ terms. Therefore, Spend Management Network Ltd cannot guarantee the security or manageability of these funds, which may be frozen or restricted by the issuing bank as per their discretion.

3.

The Customer shall repay to the Administrator the damages incurred as a result of any damages charged from the Administrator due to the Customer's violations of the applicable laws when using the System on condition that the Administrator can provide the relevant documents that confirm the amount of the damages incurred by the Administrator.

4.

The Customer shall be responsible for all the Transactions accounted for in the Wallet, including any Transactions with the use of Debit Cards. These Transactions shall also include the Transactions executed by third parties that have access to the Customer's Wallet.

5.

The Customer shall take full responsibility to get acknowledged with the current legislation of the Customer's residence, regulating the Account opening and money transfer Transactions via the System. The Administrator shall not be liable for any breach of the national laws by the Customer resulted from the use of the System. If the Customer's use of the System and Services contradicts the laws of this Customer's jurisdiction, such Customer should immediately stop using the Services.

6.

The Customer shall take full responsibility for all the risks related to the use of the Internet during the Customer's interaction with the Administrator, other Customers and third parties.

7.

The Customer shall not undertake any activity that misleads other parties about the Services offered by the Administrator, which can directly or indirectly damage the Administrator's reputation, including but not limited to impersonating themselves as representatives of the Administrator in any way or context, providing false data related to the System including but not limited to falsifying transaction IDs, wallet IDs and any other data such as text, screenshots, or any other media, creating clones of the Administrator's website, and other similar activities. In case of violation the Administrator reserves the right to block the Customer's Accounts, freeze the Funds for the period of investigation, and limit the usage of the System in other ways. The Administrator also reserves the right to pursue legal action in courts of applicable jurisdiction, including cases when this rule is violated by other parties that are not the Customers of the Administrator.

8.

The Customer shall protect the Administrator's interests, reimburse the Administrator's losses and pay compensations to the Administrator as well as indemnify the Administrator and its affiliates against any claims or damages, costs or expenses (including expenses for legal support, penalties or forfeits) resulting from violation by the Customer of these Terms and Conditions or any applicable laws or regulations and/or use of the System. This provision shall survive termination of relations between the Parties.

9.

If, through the Customer's fault, a completed Payment serves as a ground for a payer to file a claim to the Administrator for protection of their violated right, the Administrator may demand that the recipient of the Funds reimburses losses resulting from collection of funds or other property from the Administrator to the benefit of the payer.

10.

Customer takes on all risks and responsibility for holding and dealing in digital assets and virtual Currency.

2.

In the event of the loss of the Authorization Details, the System's locking the Wallet or Debit Cards, the Customer's loss of the Password, the Wallet Lockdown, or other events that cannot be remedied without the confirmation of the Customer's identity, the Administrator shall have no responsibility if the access to the Account cannot be recovered because the Customer is lacking access to their email, mobile number, or the inability to provide other information in order to confirm their identity in accordance with the Terms and Conditions.

4.

In any event, the Administrator's responsibility to the Customer shall always be limited to the amount that does not exceed the amount of the Fees charged to such Customer for a period of the previous 3 months.

5.

The Administrator shall not be responsible for any indirect or consequential damages incurred by the Customer or any third parties, including any loss of profit, loss (forfeit, non-receipt, unsubstantiated spending) of revenue, income, contracts, customers, time, data, enterprise, or reputation.

6.

The Administrator shall provide to the Customer the Services «as is» as at the moment, without any express, implied or statutory representations or guarantees.

7.

To access the Services, you must open an Account on the Website by undergoing a registration procedure on the Website.

9.

You can only have one Account on the Website. You should not create more than one Account on the Website unless expressly permitted by the Administrator.

10.

You cannot create an Account on the Website if your Account has previously been suspended by the Administrator.

1.

The Administrator shall use the Contact Details as means of communication with the Customer.

2.

The communication between the Customer and the Administrator may be done in English language.

3.

4.

The Administrator may inform the Customer on the changes in the Services provided either by sending email notifications or by posting the updates on the Website.

5.

The document flow between the Customer and the Administrator shall be in electronic form via the Account. Moreover, the use of the Authorization Details by the Customer shall be deemed by the Parties due and sufficient method of the Customer Authentication for the purposes of the document flow as well as for confirmation of authenticity and integrity of the provided electronic document, except for the cases provided for by the Terms or the Internal Policies. Entering the Customer's Authenticated Data shall be deemed by the Parties equal to the Customer's handwritten signature.

6.

Administrator may send emails to the Customer informing about new features and special offers. By accepting these Terms, the Customer agrees to receive such communication. The Customer may unsubscribe anytime.

1.

These Terms shall be in effect for an indefinite period of time until terminated in accordance with the provisions stated below.

2.

The Customer may close the Account at their discretion at any time if the Customer does not have any unfulfilled obligations to the Administrator. The Account can be closed at the Customer's personal account.

3.

After the Customer initiates closure of the Account, the execution of the Transactions with the use of the Account shall be impossible. Any monetary obligations of the Parties created prior to the date of deletion of the Account shall retain until they are fully executed.

4.

The Administrator may unilaterally terminate these Terms and Conditions, sending the obligatory written notification to the Customer no later than two months in advance.

5.

After the Account is deleted, information on completed Transactions shall be kept by the Administrators for 5 years in accordance with the requirements of the law.

1.

The Administrator may unilaterally amend these Terms and Conditions by publishing the updated text on the Website.

2.

The Administrator shall notify the Customer on the upcoming amendments.

3.

The amendments come into force since the updated text is published on the Website.

4.

The use of the Services by the Customer shall be considered as the unconditional acceptance of the updated Terms and Conditions.

5.

Without limitations to the provisions stated, the period does not cover the notification timeframe to any amendments of the Fees applicable to the Services provided by the Website. The Fees changes may be applied immediately and without prior notice.

1.

The Parties shall not be responsible for any delays in the performance or nonperformance of the obligations, any expenses, including losses, and costs related to complaints by any third parties that may result from any acts of God, acts of civil or military authorities, civil disturbances, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications, utility, Internet services or network provider services, acts or omissions of a third party, infiltration or disruption of the services by a third party by any means, including without limitation, DDoS attacks, software viruses, Trojan viruses, worms, time bombs or any other software program or technology designed to disrupt or delay the Services (each a «Force Majeure Event»). The Party experiencing the impact of any Force Majeure Event shall notify the other Party within 10 days after the commencement of such Force Majeure Event.

2.

The provisions shall not limit or terminate the Customer's obligations pertaining to making the returning Payments, as well as payment of any fines, penalties, fees, commissions, returning any goods, or (not) performing any works or services after the Force Majeure is over.

2.

These Terms, along with any Internal Policies or operating rules posted on the Website, comprise the complete agreement and mutual understanding between Administrator and Customer. Decision not to enforce any part of these Terms does not constitute a waiver of Administrator's rights to enforce them in the future.

3.

These Terms will be applied to the fullest extent permitted by law. Administrator may transfer some or all of rights and responsibilities to others at any time without notice. Administrator is not liable for any loss, damage, delay, or failure to act resulting from circumstances beyond our reasonable control.

4.

In circumstances where the issuing bank exercises its right to freeze or restrict access to funds on issued cards, whether due to regulatory compliance, security needs, or policy requirements, the Administrator assumes no responsibility for these actions taken by the bank.

5.

If any provision, or part thereof, of these Terms is found to be illegal, void, or unenforceable, that specific provision or part will be considered severable from the rest, which shall remain valid and enforceable.

6.

The use of the Website and these Terms do not create any joint venture, partnership, or agency relationship between Customer and Administrator. You agree that these Terms should not be interpreted against the Administrator or Website.

7.

Customer acknowledges and agree that any defenses or arguments that may arise regarding the electronic nature of these Terms, or the absence of signatures, are hereby waived.

8.

In case a dispute cannot be resolved by negotiations within the specified period of time, either Party may apply to the courts of Canada for all relations concerning the System Services rendered.

9.

The choice of law and jurisdiction does not affect the mandatory rights of the Customer under the laws of the country of their residence.

10.

The Customer shall not transfer any rights or obligations under these Terms to any third party without the prior written consent given by the Administrator.

11.

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall be enforced.

12.

This Agreement enters into force since the Applicant clicks the "Sign up" button during the Registration process.

13.

The Customer acknowledges and confirms that all the provisions of the Terms are clear, and that the Customer agrees with the Internal Policies available on the Website, accepts them unconditionally and shall comply with their provisions and requirements.