This Money Transmission Agreement (“MTA” or “Agreement”) is entered as of the date of the electronic signature (Effective Date) by and between Conduit Technology, Inc., a Delaware corporation located at 201 N. Broadway, Suite 3I, Billings, Montana 59101, United States of America, with a mailing address of 1001 S Main Street, Suite 4080, Kalispell, Montana 59901, United States of America, and registered with the United States of America (U.S.) Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) as a Money Services Business (MSB), and our subsidiary 12835304 CANADA, INC., a Canadian Federal Corporation located at 700, 1816 Crowchild Trail NW, Calgary, AB, T2M3Y7, Canada, and registered as an MSB with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC), which are collectively the providers of the money transmission services described herein (“Conduit”, “we”, “us”, “our”), and the pre-existing Conduit client entering into this MTA (“Client”, “you”, “your”). Conduit and Client may be referred to individually as “Party” and collectively as the “Parties”. Acronyms, initialisms, and terminology are either defined herein or within the other Conduit agreements and documents referenced herein.
ALL CONDUIT DOCUMENTS PREVIOUSLY SIGNED BY THE PARTIES, INCLUDING THE CONDUIT MASTER SERVICES AGREEMENT (MSA), ARE INTEGRAL TO THIS MTA AND INCORPORATED HEREIN. BY SIGNING THIS AGREEMENT CLIENT EXPRESSLY AGREES TO THE MSA’S GENERAL TERMS & CONDITIONS AND ADDENDUMS, OUR TERMS AND CONDITIONS OF SERVICE (Terms), AND OUR PRIVACY POLICY, WHICH ARE INTEGRAL TO THIS MTA AND HEREBY INCORPORATED HEREIN. In the event of any conflict or inconsistency between this AGREEMENT and the terms of any other agreements AND THE LIKE, whether written or oral, entered into between Conduit and Client, this AGREEMENT shall prevail and control IN REGARDS TO ANY MTS. CONDUIT RESERVES THE RIGHT TO ALTER, AMEND, OR UPDATE THIS AGREEMENT AT ANY TIME (Updated Agreement) AND CONDUIT WILL PROVIDE NOTICE OF ANY UPDATED AGREEMENT (INCLUDING BY POSTING TO OUR WEBSITES OR PLATFORM AND NOTIFYING CLIENT); AN UPDATED AGREEMENT TAKES EFFECT FIFTEEN (15) DAYS AFTER NOTICE, AND CLIENT’S CONTINUED USE OF MTS AFTER THE EFFECTIVE DATE CONSTITUTES ACCEPTANCE. MODIFICATIONS THAT MATERIALLY AFFECT THE HANDLING, SAFEGUARDING, OR LOSS ALLOCATION OF CLIENT FUNDS MAY REQUIRE AFFIRMATIVE ACCEPTANCE.
WHEREAS, the Client wishes to utilize Conduit’s money transmission services to electronically transfer currencies accepted by Conduit (such electronic transfers of currencies shall herein be referred to as “ETFs”) and/or convert between Conduit-accepted currencies (such money transmission services shall herein be collectively referred to as “MTS”), and Conduit wishes to provide such MTS under the terms of this Agreement.
WHEREAS, Conduit’s MTS may only be used for legitimate commercial purposes (consumer purposes – such as family, household, and personal purposes – are prohibited; for more details, please refer to the Terms and the MTA Terms); MTS may not be used for any purpose that is unlawful or prohibited by applicable laws, rules, or regulations including but not limited to anti-money laundering (AML), countering terrorism financing (CTF), anti-bribery and anti-corruption, sanctions, anti-financial crimes, countering financing of proliferation of weapons of mass destruction (CPF), or for any other non-legitimate purposes or activities (collectively “Laws”); restricted industries are prohibited from using MTS; and prohibited countries on Conduit’s restricted countries list are prohibited from using MTS as applicable.
NOW, THEREFORE, the Parties hereby agree to this MTA. By electronically signing Client confirms they agree to be bound by the MTA, including all other Conduit documents referenced and incorporated herein, and swears, affirms, and attests that Client shall only use MTS for legitimate commercial purposes that comply with all applicable Laws.
IF THE CLIENT IS A LEGAL ENTITY FORMED UNDER THE LAWS OF ANY OF THE STATES OR TERRITORIES OF THE U.S., YOU HEREBY IRREVOCABLY SWEAR, AFFIRM, AND ATTEST: CONDUIT DID NOT SOLICIT YOU TO ENTER INTO THIS AGREEMENT; AND YOU DID NOT SEE ANY ADVERTISEMENTS OR MARKETING MATERIALS FROM CONDUIT WITHIN, OR DIRECTED TOWARDS, THE U.S. OR ITS TERRITORIES THAT CAUSED OR INFLUENCED YOUR DECISION TO BECOME A CLIENT OF CONDUIT. CLIENT ACKNOWLEDGES AND AGREES THAT THIS IRREVOCABLE AFFIRMATION IS A MATERIAL INDUCEMENT FOR CONDUIT TO ENTER INTO THIS AGREEMENT.
BY ELECTRONICALLY SIGNING CLIENT ACKNOWLEDGES AND IRREVOCABLY AGREES THAT IF THEY ARE USING CONDUIT’S MSB SERVICES IN (A) THE U.S., THEY ARE ENTERING INTO THIS AGREEMENT WITHIN THE BOUNDARIES OF THE CITY OF BILLINGS IN THE STATE OF MONTANA IN THE U.S. (“BILLINGS, MONTANA”); THIS AGREEMENT IS BEING SIGNED AND SUBMITTED, WHETHER ELECTRONICALLY OR OTHERWISE, WITHIN THE BOUNDARIES OF BILLINGS, MONTANA; AND THAT ALL OBLIGATIONS AND PERFORMANCE REQUIRED UNDER THIS AGREEMENT ARE TO BE PERFORMED WITHIN THE STATE OF MONTANA, (B) CANADA, THEY ARE ENTERING INTO THIS AGREEMENT WITHIN THE BOUNDARIES OF THE CITY OF CALGARY IN THE PROVINCE OF ALBERTA, CANADA (“CALGARY”); THIS AGREEMENT IS BEING SIGNED AND SUBMITTED, WHETHER ELECTRONICALLY OR OTHERWISE, WITHIN THE BOUNDARIES OF CALGARY; AND THAT ALL OBLIGATIONS AND PERFORMANCE REQUIRED UNDER THIS AGREEMENT ARE TO BE PERFORMED WITHIN THE PROVINCE OF ALBERTA. IN WITNESS WHEREOF, the Parties hereby enter into this Money Transmission Agreement and agree to enforce and uphold all of the terms and conditions so long as it remains in effect.
THESE TERMS & CONDITIONS OF THE MONEY TRANSMISSION AGREEMENT (MTA Terms) ARE A VITAL COMPONENT OF THE MTA. BY ELECTRONICALLY SIGNING THE MTA CLIENT CONFIRMS THEY HAVE REVIEWED THESE MTA TERMS AND SHALL BE BOUND BY THEM.
A. TERM
The MTA shall begin on its stated Effective Date and shall continue until formally terminated by a signed writing of an officer or legal representative of either Party sent to the other Party at their stated addresses. Termination of the MTA shall not cancel or impact either Party’s rights as they are outlined in the MTA. Termination of the MTA shall not affect any fees owed by Client to Conduitthen due and outstanding. Conduit may also terminate or offboard Client as provided in Section Q.
B. MONEY TRANSMISSION FEE
Conduit shall, in accordance with U.S. federal law, deduct service fees from the amount of money transmitted on Client’s behalf (money transmission fees). Conduit agrees to notify the Client of such money transmission fees prior to initiating an MTS. Conduit reserves the right to change or alter our money transmission fees with notice to the Client at or prior to any MTS.
C. DEALER IN FOREIGN EXCHANGE FEE
Conduit shall disclose the exchange rate to convert between different currencies, which shall be inclusive of service fees, if any (foreign exchange fee). Conduit agrees to notify the Client of such foreign exchange fee prior to initiating such currency conversion(s). Conduit reserves the right to change or alter foreign exchange fees with notice to the Client at or prior to the currency conversion(s). Conduit does not support all currencies, and may be forced to reject or return an electronic transfer of currency (ETF) received in non-supported currencies. Conduit’s platform displays all presently supported currencies for such MTS requests. Please note: certain currencies only support two decimal places; therefore, currency conversions involving such currencies will be reduced to two decimal places in whichever direction is most advantageous to Conduit.
Conduit executes conversions between currencies, including between digital assets and fiat currency, as principal. Value you deliver for a conversion is applied solely to execute your conversion and is safeguarded per Section M until the conversion completes. Upon completion — when Conduit credits or transmits the converted proceeds to you or your designated recipient — title to the value you delivered passes to Conduit and you own the converted proceeds. Conduit retains only its disclosed exchange rate spread and fees. Where Conduit provides instant or pre-funded settlement, Conduit delivers the converted proceeds from its own inventory and funds such settlement exclusively from its own capital.
D. CREDITING CLIENT’S ACCOUNT — NET OF ALL SERVICE FEES
Client’s account with Conduit will be credited with a net amount of currency, depending on the nature of the MTS request, equal to the gross amount initially allocated or provided by Client minus all applicable fee deductions described above in B. and C. Client should, therefore, ensure that all applicable service fees have been accounted for when calculating the gross amount to (1) send to Conduit, or (2) request Conduit to process, for an MTS request.
E. MONEY TRANSMISSION INSTRUCTIONS
1. all United States Dollar (USD) to USD ETFs must be initiated no later than 11:00 am U.S. Eastern Time Zone (ET) in order to be sent the same day. USD to USD ETFs initiated after that time will be sent as soon as practicable; ideally before the end of the following banking day.
2. all MTS requests, other than as enumerated above in E.1., must be initiated no later than 11:00 am ET in order to be processed within two (2) banking days. All other such MTS requests initiated after that time will be processed as soon as practicable; ideally before the end of the third (3rd) banking day.
3. the Client is responsible for providing, at a minimum (a) supporting documentation, such as an invoice, contract, and/or agreement, and (b) accurate information when initiating an MTS request.
4. Conduit may provide different modalities for a Client to initiate an MTS request, please contact us to discuss further.
5. Conduit may, at our discretion, take steps to verify the authenticity of an MTS request prior to initiating such MTS request.
F. SECURITY & AUTHENTICATION
The Client agrees to comply with all security protocols and authentication requests made by Conduit. These protocols and requests may include, among others, the following:
1. unique username and password logins for MTS requests; or
2. security questions, authenticated API keys, two factor authentication (2FA), and/or other unique identifiable information for MTS requests.
If the Client is unable to provide acceptable money, digital assets, or information in response to security or authentication requests, Conduit reserves the right to refuse an MTS request.
G. AUTHORIZATION TO TRANSFER
By electronically signing the MTA Client fully and unconditionally authorizes Conduit as your agent (attorney-in-fact) to act on your behalf in opening accounts andtransacting with currency providers, including the opening of accounts at additional, replacement, or successor currency providers or other asset provider partners, including but not limited to our banking partners and digital asset partners (Asset Providers), from time to time, whether before or after the date of this Agreement, as may be required to provide you with our services and you acknowledged that this authorization for Conduit to act as your agent (attorney-in-fact) is coupled with an interest and is irrevocable so long as you have platform access or the Parties maintain our business relationship; by electronically signing the MTA our services shall henceforth include the MTS described herein. This authorization allows Conduit and its currency providers to open, access, and close financial accounts (Client accounts), have the right to process or refuse to process transactions, have the right to suspend or terminate services, and move currencies to and from the Client’s accounts, including Conduit accounts, to third party accountsas requested by Client through MTS requests. This authorization is granted to enable Conduit to provide the services and endures for so long as Client uses the services; any revocation by Client terminates Conduit’s ability to provide the services. Where Client’s account is a sponsored account maintained at a partner financial institution in Client’s name, Client acknowledges and agrees that: (i) such institution holds the account and is the provider of the money transmission for that account; (ii) Conduit acts solely as a technology provider, providing the interface between Client and such institution and relaying instructions received from Client through the Conduit platform to such institution for execution; and (iii) Conduit does not hold, receive, or transmit funds in respect of such sponsored accounts.
H. MONEY TRANSFER CANCELLATION
MTS requests may not be canceled once submitted by the Client. Conduit may, at our discretion, attempt to cancel a submitted MTS at the Client’s request, but we cannot guarantee success in such efforts once an MTS has been duly submitted. Conduit may charge Client an administrative fee for attempting cancellation of an MTS request, the parameters of such administrative fee shall be discussed and agreed upon between the Partiesbefore Conduit shall commence attempting to cancel an MTS request. Where Conduit exercises its discretion to attempt cancellation: once Conduit has dispatched funds for a conversion, the conversion is executed at the quoted rate and cannot be unwound; where an MTS request comprises a conversion followed by a payout, Conduit may in its discretion cancel the payout leg prior to its own dispatch. A reversal of a completed transaction, where Conduit agrees to attempt one, constitutes a new MTS request at then-current rates and fees and is subject to the return provisions of Section M (including the originating-account restriction); where a reversal is necessitated by Conduit’s own error, Conduit shall bear its own fees and exchange rate spread for the corrective transaction.
I. INDEMNIFICATION
The Client assumes total responsibility for the commercial legitimacy and accuracy of all MTS requests. Conduit shall in no case be held liable for loss or damage if an MTS has been executed in good faith in accordance with the Client’s request. Conduit is not responsible for any processing delays that may result in connection with completing MTS requests. Client agrees to indemnify and hold Conduit harmless, without limitation, against any and all claims or loss or damageresulting from Conduit’s good faith actions on the Client’s behalf. Nothing in this Section I limits Conduit’s obligations under Section R.
J. COMMUNICATIONS
Conduit shall communicate with Client via the contact details provided and agreed upon between the Parties.
K. CLIENT’S REPRESENTATION’S AND WARRANTIES
By attempting or submitting an MTS request, Client represents and warrants that:
1. you have received a copy of the MTA and agree to be bound by and to comply with it, inclusive of these MTA Terms, and understand it is subject to change in accordance with applicable law;
2. you are duly organized, validly existing, and in good standing under the laws of your respective domicile of formation and shall consistently remain in good standing throughout the life of the Agreement;
3. you are duly qualified and in good standing to do business in all jurisdictions where you conduct business and shall consistently remain in good standing throughout the life of the Agreement;
4. you have all necessary organizational power and authority to sign the MSA and/or the Agreement with Conduit and to perform all of the obligations required by you under the MSA and/or the Agreement;
5. the personal and business information that you provide to us in connection with the MSA, your Conduit account, and the Agreement are true, correct, and complete and shall be promptly updated to remain so throughout the life of your relationship with Conduit;
6. no person (the term “person” includes both natural persons and legal persons) that controls, is controlled by, or under common control with Client is blocked or sanctioned by the U.S. or Canada or any other relevant jurisdiction, including those identified on U.S. Office of Foreign Asset Controls (OFAC) various sanctions lists (Specially Designated Nationals List, Consolidated Sanctions List, and Additional OFAC Sanctions Lists), the United Nations (UN) Security Council (UNSC) Consolidated List, and Canadian Sanctions;
7. no ultimate beneficial owner (UBO) of Client is blocked or sanctioned by the U.S., Canada, the UN, or any other relevant jurisdiction, including those identified on OFAC’s various sanctions lists, the UNSC’s Consolidated List, and Canadian Sanctions;
8. with regard to UBOs, Client (a) has carried out thorough due diligence to establish the identities of those UBOs, (b) holds the evidence of those identities and status and shall maintain that evidence for at least ten (10) years, and (c) will make that evidence, and any additional evidence that we may require, promptly available to us upon request in accordance with applicable Laws;
9. you have performed a thorough background investigation into all of your customers in compliance with all applicable Laws, including but not limited to if Client is responsible for AML/CTF/CPF and CDD, verifying each customer’s identity, collecting and retaining data about each person, and having high confidence that you know and understand each person including the officers, directors, at least one Legal Representative, and the UBOs of legal persons (often known by acronyms such as AML/CTF or PLD/FT, CIP, CDD, EDD, KYC, KYB, ODD, CPF) and shall maintain that evidence for at least ten (10) years and make that evidence, and any additional evidence that we may require, promptly available to us upon request in accordance with applicable Laws;
10. you will allow Conduit and third parties acting on our behalf to conduct, with reasonable prior notice (in any event no less than fifteen (15) business days), audits and/or examinations of your compliance with the applicable Laws and any MTS requests no more than once annually unless Conduit makes a good faith determination that Client may be in material breach of this Agreement or applicable Laws or MTS requests, including providing unfettered access to any and all records we and third parties acting on our behalf, in our sole professional discretion(s), deem relevant in performing such audits and/or examinations of your compliance with the applicable Laws, the expenses of an initial audit and/or examination each year shall be borne by Client (Client shall also bear the expenses of any additional audits and/or examinations within a year if it is determined that Client was in non-compliance with this Agreement or applicable Laws or MTS requests);
11. you acknowledge that Conduit is subject to examination and audit by regulators and your performance may be subject to examination and audit by regulators with authority over Conduit and you will diligently, expeditiously, and fully cooperate with respect to all such examinations and audits conducted or required by such regulators at no additional cost to Conduit;
12. you acknowledge and agree to immediately inform us if any of the representations made herein cease to be true or if you no longer reasonably believe you have satisfactory evidence as to their truth;
13. the Legal Representative accepting and agreeing to the MTA for Client has/have the requisite corporate authority to open financial accounts and/or credit accounts and accepts and agrees to the MTA on Client’s behalf and is at least the age of majority (meaning the person has the capability to legally enter into binding contracts);
14. funds that you receive, send, or transmit via Conduit and/or from our MTS are not derived from or related to any unlawful activities including but not limited to financial crimes or corruption such as bribery, confidence tricks or scams, counterfeiting and forgery that includes the production of counterfeit legal tender or goods or services, economic sanction evasion, embezzlement, fraud, forgery, identity theft, money laundering, proliferation financing, tax evasion, terrorist financing, or theft, nor shall “tumblers” or “mixers” or any other masking methodologies be used or involved to mask ultimate origins or destinations (collectively “financial crimes”);
15. all payments will be made only to / from financial accounts not located in a country or territory that has been designated as “High-Risk Jurisdictions subject to a Call for Action” by the Financial Action Task Force (FATF) or that is blocked or sanctioned by OFAC, the UNSC, Canada, or any other relevant jurisdiction and that are not restricted by Conduit’s and our currency providers’ Restricted Countries list;
16. our MTS will only be used for legitimate commercial business purposes and not be: used for personal, family or household (i.e., consumer) purposes; provided to, or used for the benefit of, a person, organization, region, or country that is blocked or sanctioned by the U.S., Canada, the UN, or any other relevant jurisdiction, including those identified on OFAC’s various sanctions lists, the UNSC Consolidated List, and Canadian Sanctions; used by unaffiliated third-parties; used for any other activities not for the commercial benefit of the Client or Client’s customers; or used for any purpose that is unlawful or prohibited by the MTA, the MSA, or any other agreement with Conduit;
17. you shall not use Conduit to transact with businesses listed in Conduit’s Restricted Industries List;
L. AGENT OF THE PAYEE
Where and whenever applicable, Client expressly acknowledges and agrees that (i) Conduit is the agent of the Client for purposes of the MTS, (ii) the Client’s customer shall be deemed to be the payor for any such MTS, (iii) Client shall be deemed to be the payee for any such MTS, and (iv) any obligation of the customer to pay the Client in connection with any such MTS is satisfied upon receipt by Conduit of currency from the customer, including in the event Conduit fails to remit funds to Client. Client expressly represents and warrants that: (a) it has entered into a written commercial agreement with each payor designating Conduit as the agent of Client for purposes of accepting payment; (b) such agreement provides that payment to Conduit satisfies the payor’s obligation to Client; and (c) such appointment is disclosed to the payor at or prior to payment. Where requested by Conduit, Client agrees to reasonably cooperate with Conduit to ensure Conduit acts as Client’s “agent of the payee” including, without limitation and where required by applicable law, by holding Conduit out to the public as accepting payments for goods and services on Client’s behalf. Client acknowledges that whenever the “agent of the payee” is applicable, Conduit does not engage in independent money transmission but rather facilitates payments solely as an “agent of the payee”. Nothing in the MTA shall be construed to require Conduit to obtain money transmission licenses in any jurisdiction where the “agent of the payee”exemption applies. Client further represents and warrants that each payment for which Conduit acts as agent of the payee is for goods or services (other than money transmission itself) provided by Client to the payor. The Parties acknowledge that this Agreement constitutes the written agreement between Client (as payee) and Conduit (as Client’s agent) contemplated by applicable agent-of-payee exemptions. Client shall indemnify Conduit for any loss, penalty, or licensing obligation Conduit incurs by reason of Client’s breach of the representations in this Section L.
M. FUNDS SAFEGUARDING AND DELIVERY TIMING
Except as provided below for transitory transaction execution, and when applicable, Conduit maintains Client funds in safeguarded accounts that are segregated from Conduit’s corporate operating accounts, including, when available, accounts held for the benefit of Clients (FBO Accounts) with regulated financial institutions (collectively “FI Accounts”). These FI Accounts are maintained to ensure the availability of funds for settlement and to comply with applicable regulatory requirements.
Client funds may be held at one or more of our Asset Providers, in segregated or for-benefit-of accounts. Conduit may add, replace, or remove Asset Providers from time to time and may hold Client funds across multiple Asset Providers simultaneously.
Conduit uses commercially reasonable efforts to process and settle MTS in a timely manner. Unless otherwise agreed in writing or subject to applicable Laws that require shorter timeframes, Conduit will transmit funds, thereby making such funds available to the designated recipient or financial institution, within the banking days set forth in E. from the time a completed and authenticated MTS request is received and currencies have settled in the applicable Conduit account, provided all required information and documentation has been supplied by Client and no additional verification or review is required.
If any delay in processing or settlement occurs due to regulatory inquiries, compliance review, insufficient or inaccurate information, or force majeure events, Conduit will notify Client as soon as reasonably practicable (except where such notice is prohibited by applicable law) and work to resolve the issue expeditiously.
Deposits, transfers, and conversions may be placed in a pending, under-review, held, or frozen state during screening, settlement, or compliance review, during which the associated funds may be temporarily unavailable.
Funds entrusted to Conduit for the purposes of executing an MTS shall not be used for any corporate or investment purposes, and shall remain safeguarded until settlement or transmission, subject to applicable Laws and the MTA inclusive of the MTA Terms. Where Conduit rejects or declines a deposit for legal, regulatory, risk, or compliance reasons and is not required to freeze or block the funds, Conduit will return the funds only to the originating account, sender, or originating on-chain address from which they were received, and not to any other account or address designated by Client. Where return to the originating account, sender, or address is impossible, unsafe, or unavailable (including where the originating account has been closed or the originating address cannot safely be credited), Conduit may hold the funds pending lawful disposition, including escheatment where applicable. Where Conduit is required to freeze, hold, or quarantine funds, the applicable provisions of this Agreement (including Section O for sanctions-related quarantines) and applicable law apply instead. Other than as required by applicable law (including Article 4A where it applies), Conduit does not guarantee the return of any funds and acts only as permitted or required by applicable law.
Safeguarding applies to all value entrusted to Conduit for an MTS (including any currency conversion), in fiat currency or digital assets and in either direction (including value received for conversion and converted proceeds awaiting delivery). Client value may be held, on a transitory basis while a transaction executes, in accounts or on-chain wallets that also hold Conduit’s own operational funds. At all times: (i) Client value is attributed to Client on Conduit’s books and records on a per-order basis; (ii) Conduit maintains total balances in such accounts and wallets at least equal to all outstanding Client-attributed value, in the same asset and network; (iii) Client-attributed value is not used for any corporate or investment purpose, is not loaned, pledged, or rehypothecated, and is not used to fund any other client’s transaction; and (iv) such accounts and wallets are restricted to transaction-execution purposes. Prior to completion of Client’s transaction, these movements do not transfer beneficial ownership of Client-attributed value to Conduit.
N. GOVERNING LAW
The Agreement shall be governed by Article 4A of the Uniform Commercial Code, which has been adopted in theMontana Code Annotated, as amended from time to time, Title 30. Trade and Commerce, Chapter 4A. Uniform Commercial Code Funds Transfers and the laws of the State of Montana in the U.S. (Montana) exclusive of its conflict or choice of law rules except to the extent that U.S. federal laws control. All MTS requests shall be held in compliance with the applicable Laws as set forth herein. To the extent permitted by Article 4A, the provisions of this Agreement vary the Parties’ rights and obligations thereunder.
O. SANCTIONS BLOCKING — FREEZE OR QUARANTINE
If Conduit determines that any funds, deposit, or wallet is subject to blocking obligations under sanctions that bind Conduit (such as U.S. OFAC sanctions, or Canadian sanctions administered under the Special Economic Measures Act or the United Nations Act) — including a deposit from a sanctioned source, the designation of Client or any person with an interest in Client’s accounts, or property already held at the time of designation — Conduit may (and where required by applicable sanctions law, will) immediately, and without prior notice or request for information, block the affected funds and suspend all transactions on the affected wallet(s). Blocking will be effected by one or both of the following, as Conduit determines appropriate: (i) freezing the affected funds in place — the affected funds are marked as blocked on Conduit’s platform and books and records, are excluded from Client’s available balance, and will not be co-signed, released, or otherwise transacted; and/or (ii) where instructed, directed, or recommended by the applicable regulator or other governmental authority (such as OFAC), transferring the affected funds to a quarantine wallet designated by Conduit or to such other destination as the authority instructs. Where a quarantine transfer is used, Conduit will create the transfer and submit it to Client for co-signature, which Client agrees to provide promptly (and in any event within two (2) business days). Client acknowledges that the affected funds — whether frozen in place or transferred to quarantine — are blocked property held in accordance with applicable sanctions law, that Client’s rights in such funds are subject to that law, and that release requires authorization from the relevant authority (such as an OFAC license). No other funds may move on the affected wallet(s) while blocking measures are in effect. If Client fails to promptly co-sign a required quarantine transfer, the affected funds remain frozen in place and all other activity on Client’s accounts and wallets remains suspended per Section P until the transfer completes, and Client bears all consequences of its refusal. Conduit’s regulatory reporting obligations apply regardless of the blocking method used and regardless of whether any quarantine transfer completes. These measures are taken to comply with applicable sanctions law, will remain in effect until resolved, and Conduit may take any further action required by law, including reporting and continued blocking, without liability for action taken in good faith.
P. ACCOUNT-WIDE SUSPENSION AND REQUESTS FOR INFORMATION
Where Conduit is reviewing a transaction or has issued a request for information (RFI), Conduit may suspend or restrict activity across all of Client’s wallets (on any chain) and all of Client’s fiat accounts — not only the wallet or account associated with the reviewed transaction — until the review is resolved. Conduit may require Client to respond to an RFI within a specified period; if Client does not respond within that period, Conduit may suspend or continue to restrict Client’s account. A transaction completed contemporaneously with the onset of such measures does not waive them.
Q. COMPLIANCE OFFBOARDING
Conduit may terminate or offboard Client for legal, regulatory, or compliance reasons. Upon such termination, Conduit will permit Client to withdraw remaining funds that are not subject to freeze, quarantine, or other legal restriction, to a destination that Conduit has screened and approved; Conduit may decline any withdrawal to a sanctioned or high-risk destination. Funds frozen or quarantined under this Agreement are not returned to Client upon offboarding except where permitted or required by applicable law.
R. LOSS ALLOCATION
(a) If a liquidity provider, banking partner, issuer, or other Asset Provider or agent engaged by Conduit fails to settle after Conduit has dispatched Client-attributed value for a conversion, Conduit remains obligated to deliver the converted proceeds at the quoted rate from its own capital; Client shall not bear such counterparty settlement failure. (b) If a payment credited to Client is later recalled, reversed, or clawed back by the sending institution after Conduit has completed settlement or transmission, such loss is Client’s; Conduit may debit Client’s accounts (other than Client-attributed value safeguarded for an in-flight transaction of Client or any User) and recover any shortfall from Client. (c) Nothing in Section L(iv) limits Conduit’s obligation under subsection (a). (d) Conduit’s obligation under subsection (a) is an obligation to complete the conversion and is not subject to the liability limitations in Section 9 of the General Terms & Conditions. (e) If a digital asset issuer or network freezes, blacklists, or otherwise restricts tokens or addresses holding Client-attributed value: where such action results from Client’s own conduct, transactions, or source of funds, the resulting loss and delay are Client’s; otherwise, Conduit will use commercially reasonable efforts to recover or replace the affected Client-attributed value.
S. PROVIDING ENTITIES
MTS provided to Clients using Conduit’s services in the U.S. are provided by Conduit Technology, Inc.; MTS provided to Clients using Conduit’s MSB services in Canada are provided by 12835304 CANADA, INC. The entity providing the applicable MTS is the obligor for that MTS, including under Section R.
ACCEPTANCE
IF THE CLIENT IS A LEGAL ENTITY FORMED UNDER THE LAWS OF ANY OF THE STATES OR TERRITORIES OF THE U.S., YOU HEREBY IRREVOCABLY SWEAR, AFFIRM, AND ATTEST: CONDUIT DID NOT SOLICIT YOU TO ENTER INTO THIS AGREEMENT; AND YOU DID NOT SEE ANY ADVERTISEMENTS OR MARKETING MATERIALS FROM CONDUIT WITHIN, OR DIRECTED TOWARDS, THE U.S. OR ITS TERRITORIES THAT CAUSED OR INFLUENCED YOUR DECISION TO BECOME A CLIENT OF CONDUIT. CLIENT ACKNOWLEDGES AND AGREES THAT THIS IRREVOCABLE AFFIRMATION IS A MATERIAL INDUCEMENT FOR CONDUIT TO ENTER INTO THIS AGREEMENT.
BY ELECTRONICALLY SIGNING CLIENT ACKNOWLEDGES AND IRREVOCABLY AGREES THAT IF THEY ARE USING CONDUIT’S MSB SERVICES IN (A) THE U.S., THEY ARE ENTERING INTO THIS AGREEMENT WITHIN THE BOUNDARIES OF THE CITY OF BILLINGS IN THE STATE OF MONTANA IN THE U.S. (“BILLINGS, MONTANA”); THIS AGREEMENT IS BEING SIGNED AND SUBMITTED, WHETHER ELECTRONICALLY OR OTHERWISE, WITHIN THE BOUNDARIES OF BILLINGS, MONTANA; AND THAT ALL OBLIGATIONS AND PERFORMANCE REQUIRED UNDER THIS AGREEMENT ARE TO BE PERFORMED WITHIN THE STATE OF MONTANA, (B) CANADA, THEY ARE ENTERING INTO THIS AGREEMENT WITHIN THE BOUNDARIES OF THE CITY OF CALGARY IN THE PROVINCE OF ALBERTA, CANADA (“CALGARY”); THIS AGREEMENT IS BEING SIGNED AND SUBMITTED, WHETHER ELECTRONICALLY OR OTHERWISE, WITHIN THE BOUNDARIES OF CALGARY; AND THAT ALL OBLIGATIONS AND PERFORMANCE REQUIRED UNDER THIS AGREEMENT ARE TO BE PERFORMED WITHIN THE PROVINCE OF ALBERTA.
IN WITNESS WHEREOF, the Parties hereby enter into this Money Transmission Agreement and agree to enforce and uphold all of the terms and conditions so long as it remains in effect.