MONEY TRANSMISSION AGREEMENT

TERMS AND CONDITIONS

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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 Conduit then due and outstanding.

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.

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 (3^rd) 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.

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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 and transacting with currency providers 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 accounts as requested by Client through MTS requests.

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 Parties before Conduit shall commence attempting to cancel an MTS request.

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 damage resulting from Conduit’s good faith actions on the Client’s behalf.

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;

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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.

M. FUNDS SAFEGUARDING AND DELIVERY TIMING

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.

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 and work to resolve the issue expeditiously.

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, transmission, or lawful return, subject to applicable Laws and the MTA inclusive of the MTA Terms.

N. GOVERNING LAW

The Agreement shall be governed by Article 4A of the Uniform Commercial Code, which has been adopted in the Montana Code Annotated 2021, 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.

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.