MONEY TRANSMISSION AGREEMENT

TERMS AND CONDITIONS

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THESE TERMS & CONDITIONS (MTA Terms) OF THE MONEY TRANSMISSION AGREEMENT (“MTA” OR “Agreement”) ARE INCORPORATED AS A VITAL COMPONENT OF THE MTA. BY SIGNING THE MTA, CLIENT CONFIRMS THEY HAVE ACCESSED AND REVIEWED THESE MTA TERMS AND SHALL BE BOUND BY THEM. ACRONYMS, INITIALISMS, AND TERMINOLOGY ARE EITHER DEFINED HEREIN OR WITHIN THE BODY OF THE MTA.

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 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 money transmissions. Conduit reserves the right to change or alter our money transmission fees with notice to the Client at or prior to any money transmission. 

C. MONEY SWAP FEE

If Client sends money to Conduit in a fiat currency other than USD, Conduit shall deduct service fees to convert such non-USD fiat currency to USD (money swap fees). Conduit agrees to notify the Client of such money swap fees prior to acceptance and conversion. Conduit reserves the right to change or alter our money swap fees with notice to the Client at or prior to the acceptance of such non-USD fiat currency and conversion to USD. Conduit does not support all non-USD fiat currencies, and may be forced to reject or return an electronic transfer of fiat currency (ETF) received in non-supported fiat currencies (also known as “monies”). Please contact Conduit prior to sending in any non-USD fiat currency to ascertain whether Conduit is capable of accepting such non-USD fiat currency, or if using Conduit’s platform for such money transmission service (MTS) request, all supported monies will be displayed in the platform.

D. DEALER IN FOREIGN EXCHANGE FEE

Conduit shall deduct service fees for the conversion of USD to / from digital assets (foreign exchange fee). Conduit agrees to notify the Client of such foreign exchange fee prior to initiating such conversion of USD to / from digital assets. Conduit reserves the right to change or alter foreign exchange fees with notice to the Client at or prior to the conversion of USD to / from digital assets.Please note: your Conduit account only supports digital asset amounts out to two decimal places, so all digital asset amounts will be rounded down to two decimal places.

E. CREDITING CLIENT’S ACCOUNT — NET OF ALL SERVICE FEES

Client’s account with Conduit will be credited with a net amount, either USD or digital assets 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. — D. You 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.

F. MONEY TRANSMISSION INSTRUCTIONS

1. all USD to USD ETFs must be initiated no later than 11:00 am Eastern Time Zone of the United States of America (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 business day.
2. all MTS requests, other than as enumerated above in F.1., must be initiated no later than 11:00 am ET in order to be processed within two (2) business 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) business 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 provides 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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G. 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.

H. AUTHORIZATION TO TRANSFER

As a reminder, by signing the MSA Client fully and unconditionally authorizes Conduit as your agent (attorney-in-fact) to act on your behalf in opening accounts and transacting with digital asset 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 signing the Agreement our services shall henceforth include the MTS described herein. This authorization allows Conduit to open, access, and close financial and digital asset accounts (Client accounts), and move USD, foreign money, and digital assets to and from the Client’s accounts, including Conduit accounts, to third party accounts as requested by Client through MTS requests.

I. 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.

J. 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.

K. COMMUNICATIONS

Conduit shall communicate with Client via the contact details provided and outlined in the MSA.

L. 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 Agreement 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 MTA;
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 have signed the MSA and the Agreement with Conduit and to perform all of the obligations required by you under the MSA and 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 United States (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, rules, & regulations (collectively “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 verifying their 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) and shall make that evidence, and any additional evidence that we may require, promptly available to us upon request in accordance with applicable Laws.
10. 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;
11. 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);
12. funds that you send or receive under the MSA 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” be used or involved to mask ultimate origins or destinations (collectively “financial crimes”). 
13. all payments will be made only to / from financial accounts (which includes digital 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.
14. our MTS will only be used for legitimate commercial business purposes and not be: used for personal, family or household 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.

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M. GOVERNING LAW