Acceptance of Terms of Use

The Done.com website, its derivative or related pages and its mobile site ormobile application (together, the “Site”) are owned and operated by Done.comInc. (“Done.com”, “us”, “we” or other similar terms).  By using the Siteand the services available to you through the Site (the “Services”), you agreeto be bound by all terms and conditions contained in these Terms of Use (the“TOU”) with respect to your use of the Site and the Services.

The Services may include digital asset services, Payment Services, ForeignExchange, card payment processing support, payment instruction services,settlement support, and other services made available by Done.com Inc. fromtime to time.

Please read the TOU carefully before accessing the site.

If you do not agree with the terms and conditions of the TOU at any time,please do not access the Site and discontinue your use of the Services.

We reserve the right to update or revise the TOU at our discretion andwithout notice. You are responsible for checking the TOU periodically forchanges. If you continue to use the Site following the posting of any changesto the TOU, you agree to be bound by these changes.

The material that appears on the Site is for informational purposes only.Despite our efforts to provide useful and accurate information, errors mayappear from time to time. We are not responsible, nor do we make any warrantyor endorsement regarding any third-party products or services listed on thiswebsite.

1.  Interpretation & Definitions

1.1.      Unless otherwise specified in theseGeneral Terms and Conditions,

(i) words importing the singular include the plural and vice versa and wordsimporting gender include all genders;

(ii) the words “include”, “includes” or “including” will be interpreted onan inclusive basis and be deemed to be followed by the words “withoutlimitation”;

(iii)  the words “hereof”, “herein” and similar words shall beconstrued as references to this Agreement as a whole and not just to theparticular article or sub-article which the reference appears;

(iv) a reference to a specific time of day shall be the local time inToronto, Canada (EST);

(v) with respect to any particular action to be taken or decision to bemade, the use of the words “(a person) shall” or “(a person) will” shall beconstrued as an undertaking of such person using its influence and power so asto cause such action or decision be performed or made.

1.2.      The headings in these General Terms andConditions are for ease of reference only and are not to be taken into accountin the construction or interpretation of any provision or provisions to whichthey refer.

1.3.      Definitions:

1.1.1. “Affiliates” means, in respect of either Party, a direct or indirectsubsidiary of the Party, a holding company of the Party, and any othersubsidiary of that holding company.

1.1.2.  “Associate” means Done.com Inc. and its Affiliates, as well asDone.com Inc. and its Affiliates’ agents, shareholders, officers, directors,partners, attorneys and employees.

1.1.3.  “AML-CFT Laws” means anti-money laundering andcounter-terrorist financing Laws, including all Laws applicable to the Partiesprohibiting money laundering or any acts or attempted acts to conceal or disguisethe identity or origin of; change the form of; or move, transfer, or transport,illicit proceeds, property, funds, or Digital Assets, including the promotionof any unlawful activity such as fraud, tax evasion, embezzlement, insidertrading, financial crime, bribery, cyber theft or hack, narcotics trafficking,weapons proliferation, terrorism, or economic sanctions violations, which mayalso require internal controls to detect, prevent, report, and maintain recordsof suspected money laundering or terrorist financing, such as the series ofCanadian directives adopted in relation to AML-CFT, as implemented underCanadian Law.

1.1.4.  “Counterparty” the party of this Agreement as set forth in theSpecial Terms and Conditions.

1.1.5.  “Conflicts of Interests Policy” sets out the manner in whichDone.com Inc. identifies and addresses Conflict of Interests.

1.1.6.  “Confidential Information” has the meaning set forth in clause9.1.

1.1.7.  “Contract Effective Date” shall mean the date agreed by theParties as the date on which the Agreement takes effect between them, theContract Effective Date is specified within the Special Terms and Conditionssigned by the Parties.

1.1.8.  “Decentralized Exchange” or “DEX” includes, without limitation,any third-party or proprietary smart- contract allowing the decentralizedtrading of Digital Assets.

1.1.9.  “Designated Digital Assets” means the Digital Assets designatedin the Special Terms and Conditions, whether for the purposes of providing theCustody Services or the Market Making Services.

1.1.10. “Designated Digital Asset Pairs” means the Digital Asset pairsdesignated in the Special Terms and Conditions.

1.1.11. “Designated Exchange” means any digital asset exchange designated bythe Parties in the Special Terms and Conditions, whether for order execution servicesor for market making services.

1.1.12. “Digital Asset” means a digital representation of value or rightsthat can be used as a medium of exchange or for investment purposes, and thatmay be recorded, stored, or transferred on a distributed ledger or blockchain(including evidence of, title to, and all rights in respect of such digitalassets). For the avoidance of doubt, “Digital Assets” do not includesecurities, derivatives, or monetary instruments as defined under applicableCanadian securities legislation, the Proceeds of Crime (Money Laundering)and Terrorist Financing Act (PCMLTFA), or the Bank of Canada Act.

1.1.13. “Digital Asset Wallet” means a software program or hardware that allowsto hold, store and transfer Digital Assets or interact with one or moreblockchain networks and/or generate, store and manage sets of private keys andpublic keys configure transactions and monitor their balance.

1.1.14. “Disclosing Party” has the meaning set out in clause 9.1.

1.1.15. “Fork” means a change in the existing source code or the creation ofnew or additional source code for a blockchain.

1.1.16. “Insolvency Policy” sets out the rules applicable to creditors ofailing companies in case of insolvency.

1.1.17. “Intellectual Property” has the meaning set out in clause 8.

1.1.18. “Force Majeure Event” means any delay or failure to perform due to fire,strike, flood, power outage, acts of the government or government officials,market movements, shifts, or volatility, including flash crashes, computer,server or Internet malfunctions, security breaches or cyberattacks, criminalacts, acts or omissions of third parties, Digital Asset Forks, any other delay,default, failure or interruption, including events related to the an Exchange orany third party, which cannot reasonably be foreseen or provided against.

1.1.19. “Laws” means all laws, regulations, rules, treaties, and/or officialobligations or requirements enacted, promulgated, issued, ratified or enforcedin Canada.

1.1.20. “Losses” means losses, liabilities, claims, demands, fines,penalties, taxes, levies or duties arising from the performance of the Servicesor otherwise in connection with this Agreement, under any circumstances, whetherdirect, indirect, general, special, punitive or consequential damages, andwhether in contract, tort (including negligence), strict liability orotherwise, including the loss or theft of Digital Assets, loss of goodwill orbusiness profits, work stoppage, data loss, computer failure or malfunction, orany and all other commercial losses.

1.1.21. “Malicious Software” means any harmful, malicious or surreptitiouscomputer program with a purpose to or having effect of (i) causing unplannedinterruption or providing unauthorized use or altering, destroying, inflictingdamage or inhibiting the use of a website, software or computer systems; or(ii) blocking access to, or preventing the use or accessibility of a website orcomputer systems. Malicious Software includes viruses, bots, worms, malware,trojans, system monitors/keyloggers, dialers, adware, and adware cookieslockup, time bomb, key lock device program, or disabling code.

1.1.22. “Notice” means any legal notice related to this Agreement providedby one of the Parties to the other Party by email.

1.1.23. “Payment Terms” means the period of time that payment is due afterreceipt of the accurate invoice. This period is defined in clause 5.1 of theSpecial Terms and Conditions.

1.1.24. “Person” includes an individual, association, partnership,corporation, company, other body corporate, trust, estate, and any form oforganization, group, or entity (whether or not having separate legalpersonality).

1.1.25. “Personal Information” means any information relating to anidentified or identifiable natural person.

1.1.26. “Privacy Policy” sets out the basis on which Personal Information(as defined below) is collected and processed by Done.com Inc.

1.1.27. “Prohibited Person” has the meaning set forth in clause 2.2 of theseGeneral Terms and Conditions.

1.1.28. “Receiving Party” has the meaning set out in clause 9.1 of theseGeneral Terms and Conditions.

1.1.29. “Risk Disclosure Statement” which sets out the risks associated withthe Services.

1.1.30. “Sanctions Regulations” means any laws, regulations, orders, orother measures relating to economic sanctions, trade restrictions, or assetfreezes enacted, adopted, administered, imposed, or enforced by:

1.1.31. The United Nations Security Council, as implemented under Canada’s UnitedNations Act;

1.1.31.1.    the Government of Canada under the SpecialEconomic Measures Act (SEMA);

1.1.31.2.     the Government of Canada under the Justicefor Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law);

1.1.31.3.     the Government of Canada under the FreezingAssets of Corrupt Foreign Officials Act;

1.1.31.4.     Global Affairs Canada, including theConsolidated Canadian Autonomous Sanctions List; and

1.1.31.5.     for cross-border applicability, anyequivalent measures administered by the U.S. Department of the Treasury’sOffice of Foreign Assets Control (OFAC).

1.1.32.   “Service Launching Date” means the date on whichDone.com Inc. begins providing the services to the Counterparty under thisAgreement and determines the commencement of the duration of the service terms,the contract terms and the Renewal Date. It may or may not coincide with theContract Effective Date of this Agreement, depending on different requirements.

1.1.33.   “Sub-Custodian” means a third-party service providerappointed by Done.com Inc. to carry out the Custody Services as described in theclause 3.4 of these General Terms and Conditions and its website.

1.1.34. “Account Reference” means named account details, virtual accountdetails, pooled account details, account identifiers, memo numbers, customerreference numbers, payment references, invoice references, or other informationused to identify, receive, reconcile, allocate, transfer, or settle funds.

1.1.35. “Authorized Representative” means any individual or systemcredential that Counterparty authorizes to access the Site, Platform, API,payment link, checkout flow, messaging channel, or any other interface tosubmit, approve, confirm, or amend instructions on behalf of Counterparty.

1.1.36. “Card Processor” means a third-party card processor, acquiring bank,payment facilitator, payment service provider, card network participant, orother card processing service provider that supports card authorization,capture, clearing, settlement, refund, reversal, or chargeback activity.

1.1.37. “Electronic Funds Transfer” or “EFT” means an electronic transfer offunds in fiat currency, including domestic transfers, international transfers,wire transfers, EFT, ACH, SEPA, SWIFT, Interac or similar payment methods, orany other supported electronic payment rail.

1.1.38. “End User” means any individual or entity that uses, receives thebenefit of, or is connected to a Service made available to Counterparty,including a payor, payee, customer, client, recipient, beneficiary, or linkeduser of Counterparty.

1.1.39. “Fiat Currency” means government-issued currency, including Canadiandollars, United States dollars, euros, pounds sterling, and any other supportedcurrency made available through Done.com Inc. or a Payment Partner.

1.1.40. “Foreign Exchange” or “FX” means the conversion, purchase, sale,quote, pricing, or settlement of one Fiat Currency against another FiatCurrency, whether performed by Done.com Inc. or arranged through a PaymentPartner, FX provider, liquidity provider, or other third party.

1.1.41. “Named Account Details” and “Virtual Account Details” mean accountinformation, account identifiers, account references, named accounts, virtualaccounts, pooled accounts, collection accounts, or payment instructions issued,provided, supported, or maintained by a Payment Partner and made availablethrough or in connection with the Services.

1.1.42. “Payment Instruction” means any instruction, request, confirmation,order, approval, authorization, account detail, payment detail, card paymentinstruction, payout request, settlement instruction, FX instruction, transferinstruction, wallet instruction, or other direction relating to a payment,transfer, conversion, withdrawal, settlement, or delivery of funds or DigitalAssets.

1.1.43. “Payment Partner” means a bank, financial institution, paymentservice provider, money services business, card processor, acquirer, paymentfacilitator, FX provider, liquidity provider, digital asset exchange,custodian, sub-custodian, technology provider, compliance vendor, or otherthird-party provider used by Done.com Inc. to provide or support the Services.

1.1.44. “Payment Services” means the fiat payment, foreign exchange, cardpayment processing support, named or virtual account support, paymentinstruction, payout, settlement, on-ramp, off-ramp, OTC transactionfacilitation, reconciliation, reporting, and related services provided orarranged by Done.com Inc. from time to time.

1.1.45. “Relevant Funds” means Fiat Currency funds received, held,controlled, processed, or settled in connection with Payment Services andattributable to Counterparty or an End User, to the extent such funds aretreated as relevant funds, safeguarded funds, client funds, end-user funds, orsimilar funds under applicable law, the applicable product terms, or PaymentPartner terms.

1.1.46. “Settlement Destination” means the bank account, payment account,named account, virtual account, client account, End User account, vendoraccount, partner account, Digital Asset Wallet, whitelisted wallet, or otherapproved destination to which funds or Digital Assets are to be transferred ordelivered.

2.  Eligibility

2.1.      Any Person that is not a ProhibitedPerson, as defined below, including by representing or acting on behalf of aProhibited Person, has the right to use the Services.

2.2.      “Prohibited Persons” includes:

2.2.1.    Persons residing in a prohibited jurisdiction suchas Afghanistan, Angola, Belarus, Burundi, Cambodia, Central African Republic,Chad, The Democratic Republic of the Congo, Equatorial Guinea, Eritrea, Guinea-Bissau,Haiti, Islamic Republic Of Iran, Iraq, People's Democratic Republic Lao,Lebanon, Libyan Arab Jamahiriya, Myanmar, Nigeria, North Korea, Papua NewGuinea, Russian Federation, Somalia, Sudan, Syrian Arab Republic, Tajikistan,Turkmenistan, Venezuela, Western Sahara, Yemen, Zimbabwe and all jurisdictionssubject to economic sanctions, including, financial sanctions, trade embargoes,export or import controls, anti-boycott, and restrictive trade measuresenacted, administered, enforced, or penalized by any applicable Laws or SanctionsRegulations;

2.2.2.    Persons listed on, or subject to, asset freeze orsanctions lists, including those maintained or implemented by:

2.2.2.1.  The United Nations Security Council, as implemented underCanada’s United Nations Act;

2.2.2.2.  The Government of Canada under the Special EconomicMeasures Act (SEMA);

2.2.2.3.  The Government of Canada under the Justice for Victims ofCorrupt Foreign Officials Act (Sergei Magnitsky Law);

2.2.2.4.  The Government of Canada under the Freezing Assets ofCorrupt Foreign Officials Act;

2.2.2.5.  Global Affairs Canada’s Consolidated Canadian AutonomousSanctions List;

2.2.2.6.  Any equivalent measures administered by foreign authorities,including the United States Office of Foreign Assets Control (OFAC), theEuropean Union, or other recognized international bodies;

as well as any individual or entity associated with such persons.

2.2.3.    Persons who do not satisfy the requirements ofDone.com Inc.’s onboarding process, including the Counterparty identificationrequirements. Done.com Inc. reserves the right to refuse to onboard any Personfor any or no reason, at its sole discretion;

2.2.4.    Persons in breach of these General Terms andConditions, including Persons using any Services:

2.2.4.1.  In order to disguise the origin or nature of illicit proceedsof, or to further, any breach of applicable Laws, or to transactor deal in, anycontraband Digital Assets;

2.2.4.2.  In violation of applicable Laws, including AML-CFT Lawani-corruptionLaws, Sanctions Regulation or any Laws exposing Done.com Inc. to liability underthis Agreement;

2.2.4.3.  To evade taxes under the applicable Laws;

2.2.4.4.  With Digital Assets that have not been legally obtained orowned;

2.2.4.5.  To engage in conduct that is detrimental to Done.com Inc.;

2.2.4.6.  To engage in wash trading, spoofing, fictitious trading orprice manipulation; or to enter orders or quotes with the intent to disrupt, orwith reckless disregard for the adverse impact on, the orderly conduct oftrading or the fair execution of transactions;

2.2.4.7.  To falsify any information provided to Done.com Inc. or anyof its Associates, impersonate another Person or misrepresent affiliation witha Person, to falsify or materially omit any information or provide misleadingor inaccurate information requested by Done.com Inc. or any of its Associates,at any time.

2.2.4.8.  To cause injury to, or attempt to harm, Done.com Inc., any ofits Associates, or for the financial or other benefit of a Prohibited Person.‍

3. Right to Use the Services

3.1.      The right to use the Services is apersonal, restricted, non-exclusive, non-transferable, non-sublicensable,revocable, limited license, and it is subject to the limitations andobligations in these General Terms and Conditions.

3.2.      Nothing in these General Terms and Conditionsgives the Counterparty any license (other than as set out in this section),right, title, or ownership of, in, or to any of the Services, or Done.comInc.’s copyrights or marks. Done.com Inc. may suspend or terminate theprovision of Services to the Counterparty or freeze any of Counterparty’sDigital Asset Wallet under Done.com Inc.’s control, at its sole discretion, asrequired by applicable Laws, where Done.com Inc. determines that theCounterparty has violated, breached, or acted inconsistent with any of theseGeneral Terms and Conditions or exposed Done.com Inc. or its Affiliates to thepossibility of sanctions, restrictions or Losses pursuant to applicable Laws,or in connection with an investigation regarding any of the foregoing.

3.3.      The Parties must enter into and performall obligations agreed in this Agreement in good faith.

3.4.      Custody Services

3.4.1.    Custody Services:

3.4.1.1.  From time to time, Done.com Inc. may, in its sole discretion,offer Digital Asset custody services to Counterparty. If Done.com Inc. offersDigital Asset custody services and Counterparty accepts such services,Counterparty acknowledges and agrees that it shall be subject to therequirements, policies, and procedures set-forth by Done.com Inc.

3.4.2.    Sub-Custodian:

3.4.2.1.  Done.com Inc. may, in its sole discretion, appoint aSub-Custodian to store Counterparty’s Digital Assets. Done.com Inc. will keep recordsof Counterparty’s Digital Assets with a Sub-Custodian. Counterpartyacknowledges and agrees that if Done.com Inc. is utilizing a Sub-Custodian tostore its Digital Assets, Counterparty agrees to the use of any Sub-Custodianat Done.com Inc.’s sole discretion and acknowledges that Done.com Inc. hasentered into a separate agreement with a Sub-Custodians which Done.com Inc.must comply with. Counterparty further acknowledges and agrees thatDone.comInc. shall not be liable for any error or Losses incurred by the Counterpartydue to the Sub-Custodian’s action, omissions, failures, or insolvency.

3.4.3.    Designated Digital Assets

3.4.3.1.  Done.com Inc. supports a limited number of Designated DigitalAssets, as set out in the Special Terms and Conditions. Counter party willdeliver or procure the delivery of Digital Assets to Done.com Inc. at Counterparty’sown expense and risk in such manner as Done.com Inc. may require.

3.4.4.    Ownership of Digital Assets:

3.4.4.1.  Except as otherwise provided in this Agreement, title toDigital Assets held in custody by Done.com Inc. will remain with Counterpartyand will not transfer to Done.com Inc. As the legal owner of the DigitalAssets, Counterparty bears all the risk of Loss of such Digital Assets,including due to market price fluctuations of the Digital Assets. Done.com Inc.retains control over private keys associated with the Digital Assets reflectedin Counterparty's hosted Digital Asset Wallet(s). Done.com Inc. will takereasonable steps to ensure the protection of Counterparty’s Digital Assets onceit has acknowledged their acceptance into its custody until such time astransferred out of its custody in accordance with the instructions communicatedby Counterparty.

3.4.5.    Insolvency:

3.4.5.1.  Counter party is entitled to recover Digital Assets held incustody in the event of Done.com Inc.’s insolvency, in accordance with theInsolvency Policy.

3.4.6.    No Interests:

3.4.6.1.  Counterparty agrees and understands that it is not entitledto the payment of interest earned by Done.com Inc. for any Digital Assetscustodied with Done.com Inc.

3.4.7.    Withdrawal or Transfer Instructions:

3.4.7.1.  Done.com Inc. shall have sole discretion in determining therequirements for Counterparty’s withdrawal or transfer instructions. If allrequirements are satisfied by the Counterparty, Done.com Inc. is entitled torely upon the withdrawal or transfer instructions in all respects and shall notbe held liable for following such instructions. Counterparty may provide withdrawalor transfer instructions in writing to Done.com Inc. to withdraw its DigitalAssets held in custody with Done.com Inc., provided that Counterparty has paidall accrued Fees to Done.com Inc. Withdrawals or transfers may only be made toa Digital Asset Wallet owned by Counterparty. In the course of processing transferinstructions, Done.com Inc. may require further information from Counterpartyand may be required to share Personal Information relating to Counterparty withother contractual parties. Counterparty grantsDone.com Inc. permission to shareits Personal information with third parties, which include but not limited to financialinstitutions, and digital asset service providers (including digital assetexchanges), as required under applicable Laws, or upon receipt of a lawfulrequest by any public authority. Counterparty further irrevocably grants permissionand authority to Done.com Inc. to collect, keep record of, share and otherwiseprocess such Personal Information as necessary to perform this Agreement orabide by the applicable Laws.

3.4.8.    Return of Counterparty Digital Assets and Treatmentof Digital Assets upon Termination.

3.4.8.1.  In the event that this Agreement is terminated for any reasonas described herein, the Counterparty agrees to provide written instructionsvia electronic communication specifying the method and destination for thereturn of any Counterparty Digital Assets held in custody by Done.com Inc. TheCounterparty must communicate a valid vault address to Done.com Inc.’sOperations Team as soon as practicable. Upon receipt of the Counterparty’sinstructions and vault address, the Done.com Inc. shall return the DigitalAssets to the specified address within a reasonable period of time, inaccordance with Applicable Laws.

3.4.8.2.  Following the termination of this Agreement, Done.com Inc.will contact the Counterparty for a period of thirty (30) days using variouselectronic communication channels (including but not limited to email and/orTelegram), to obtain instructions regarding the return of Counterparty DigitalAssets held in custody. If the Counterparty fails to respond within the30-dayperiod, the Counterparty acknowledges and agrees that Done.com Inc. may, at itssole discretion and after issuing a final written notification to theCounterparty, transfer the Counterparty’s Digital Assets to a segregated vault(“Sealed Vault”) under Done.com Inc.’s control. These Digital Assets willremain in the Sealed Vault until proper return instructions are received withinthe time frame agreed in subsection 3.4.8.3.

3.4.9.    In accordance with applicable Canadian limitationstatutes, including provincial Limitations Acts, any court actionsrelated to movable property and ownership rights are subject to the limitationperiods prescribed by law, generally two (2) years from the date on which theholder of a right knew or ought reasonably to have known the facts giving riseto such right. Accordingly, the Counterparty hereby acknowledges and agreesthat if no instructions are received within five (5) years regarding the returnof Digital Assets held in the Sealed Vault, such Digital Assets shall be deemedunclaimed. In such case, Done.com Inc. may, subject to applicable UnclaimedProperty Acts and other governing laws, transfer such Digital Assets to avault controlled and owned by Done.com Inc.

3.4.10. Limitation of Liability for Custody Services

3.4.10.1.  There is no guarantee against Losses when using the DigitalAsset custody services offered by Done.com Inc. Counterparty acknowledges andagrees that the Limitation of Liability in Clause 6 of the General Terms andConditions shall also be applicable to custody services. As agreed in Clause3.4.2., Done.com Inc. shall not be liable for any error or Losses incurred bythe Counterparty due to the Sub-Custodian’s action, omissions, failures, or insolvency.In no event will Done.com Inc. be liable for Losses incurred by the Counterpartyfor any amount in excess of total amount of Digital Assets that were lost whilebeing provided Done.com Inc.’s custody services and the Losses were solely dueto Done.com Inc.’s fraud and willful misconduct.

3.5.     Retail Payment Services andPayment Activity Terms

3.5.1.   Done.com Inc. may provide orarrange Payment Services as part of the Services. These Payment Services mayinclude fiat payment collection and settlement, Foreign Exchange, card paymentprocessing support, Named Account Details or Virtual Account Details,fiat-to-Digital Asset on-ramp transactions, Digital Asset-to-fiat off-ramptransactions, OTC transaction facilitation, payouts, settlement support,reconciliation, confirmations, and reporting.

3.5.2.   Done.com Inc. may performPayment Services directly or through Payment Partners. The role of each partymay vary depending on the applicable product, payment rail, currency,transaction type, jurisdiction, account structure, Settlement Destination, andPayment Partner arrangement.

3.5.3.   Done.com Inc. may refuse,suspend, delay, cancel, reverse, return, or restrict any Payment Service,Payment Instruction, account reference, transfer, payout, conversion, cardtransaction, settlement, or Digital Asset transaction where Done.com Inc.determines that such action is necessary or prudent for compliance, riskmanagement, operational, security, fraud prevention, Payment Partnerrequirements, or applicable law.

3.6.     Typical Payment Process

3.6.1.   Counterparty or an End Usermay request a transaction through the Site, Platform, API, payment link,checkout flow, Electronic Communication, client platform, or another interfaceapproved by Done.com Inc.

3.6.2.   Done.com Inc. may collecttransaction information, including client identity, End User identity, amount,currency, payment method, source of funds, purpose of transaction, destinationaccount, wallet address, invoice number, customer reference number, memonumber, KYC/KYB status, and other compliance or operational information.

3.6.3.   Done.com Inc. may providePayment Instructions, including bank transfer details, Named Account Details,Virtual Account Details, Account References, payment reference information,card checkout instructions, payout instructions, FX instructions, or otherpayment information.

3.6.4.   Counterparty or an End Useris responsible for ensuring that the payment method, amount, currency, senderinformation, beneficiary information, memo number, Account Reference,destination details, and Payment Instruction are accurate, complete, current,authorized, and lawfully used.

3.6.5.   Done.com Inc. or a PaymentPartner may receive notice that funds have been sent, received, authorized,captured, settled, rejected, returned, reversed, charged back, or otherwiseprocessed. Done.com Inc. may reconcile the payment against the applicableclient, End User, memo, transaction, invoice, Account Reference, processorreport, bank statement, or partner settlement file.

3.6.6.   Where required, Done.com Inc.may perform or arrange Foreign Exchange, Digital Asset conversion, OTCexecution, payout, transfer, settlement, or delivery through one or morePayment Partners or liquidity providers.

3.6.7.   Done.com Inc. may recordtransaction requests, Payment Instructions, customer references, invoicereferences, memo numbers, wallet addresses, account details, payment status,settlement status, FX conversion details, Digital Asset conversion details,fees, confirmations, and supporting records.

3.7.     Named Account Details,Virtual Account Details, and Account References

3.7.1.   Done.com Inc. may provide ormake available Named Account Details, Virtual Account Details, pooled accountdetails, Account References, payment references, or other payment instructionsissued, supported, or maintained by a Payment Partner.

3.7.2.   Named Account Details,Virtual Account Details, pooled account details, or Account References are usedto receive, identify, reconcile, allocate, transfer, or settle funds. Unlessexpressly stated otherwise in writing, such account details are not depositaccounts issued by Done.com Inc., and Done.com Inc. does not represent itselfas a bank.

3.7.3.   Counterparty and each EndUser must include all required Account References, memo numbers, invoicenumbers, customer reference numbers, payment references, beneficiary details,and other Payment Instruction details when sending funds. Missing, incorrect,duplicate, expired, suspended, or inactive references may result in delay,manual review, rejection, return, loss of rate, additional fees, or inabilityto process the transaction.

3.7.4.   Done.com Inc. may suspend,revoke, replace, or change any Account Reference, Named Account Details,Virtual Account Details, memo number, payment reference, or paymentinstructions at any time for compliance, risk, operational, security, PaymentPartner, or business reasons.

3.8.     Holding Funds, Safeguarding,and Reconciliation

3.8.1.   Fiat Currency may bereceived, held, controlled, or processed by Done.com Inc. or a Payment Partnerfor a period of time pending reconciliation, compliance review, withdrawal,transfer, FX conversion, Digital Asset conversion, payout, settlement, return,reversal, or other completion of the Payment Service.

3.8.2.   Done.com Inc. may maintaininternal ledger records showing the amount attributable to Counterparty or anEnd User, the currency of funds, the payment reference or Account Referenceused, the date funds were received, the date funds were transferred, converted,withdrawn, returned, or settled, and the role of any Payment Partner in thefunds flow.

3.8.3.   Where Payment Partner termsor applicable law treat funds as Relevant Funds, such funds may be held by thePayment Partner in segregated accounts or other safeguarding arrangements.Unless Done.com Inc. expressly confirms otherwise in writing, Done.com Inc.does not represent that Fiat Currency funds are held in trust, insured,guaranteed, covered by deposit insurance, or protected by any particularstatutory compensation scheme.

3.8.4.   Counterparty acknowledgesthat a payment account, named account, virtual account, pooled account, orsimilar account structure used through a Payment Partner may not be a bankaccount of Counterparty or End User and may not carry the same protections as adeposit account with a bank.

3.8.5.   Counterparty is not entitledto interest, yield, rewards, or other benefit on Fiat Currency or DigitalAssets held, processed, controlled, or settled in connection with the Servicesunless Done.com Inc. expressly agrees in writing.

3.9.     Payouts, Transfers, and EFTInitiation

3.9.1.   Counterparty may requestpayouts, withdrawals, transfers, settlement, or other movement of Fiat Currencyor Digital Assets. Done.com Inc. may initiate, trigger, submit, transmit,receive, authorize, or facilitate Payment Instructions in relation to an EFT orsettlement at the request of Counterparty or an End User.

3.9.2.   Done.com Inc. may rely on themost recent Payment Instructions, beneficiary details, Customer Fund Details,Settlement Destination, Digital Asset Wallet, whitelisted wallet, AccountReference, or other details provided by Counterparty, an AuthorizedRepresentative, or an End User. Errors, omissions, duplicate instructions,compromised credentials, or inaccurate destination details may result in delay,rejection, return, or complete loss of funds or Digital Assets.

3.9.3.   Done.com Inc. may requireadditional information before processing any payout, transfer, withdrawal,conversion, settlement, or delivery, and may share information with PaymentPartners, financial institutions, digital asset service providers, regulators,law enforcement, or other parties where required or permitted by applicable lawor necessary to perform the Services.

3.10.    Foreign Exchange

3.10.1.  Done.com Inc. may provide orarrange Foreign Exchange where required for payment collection, payout,settlement, card settlement, treasury activity, on-ramp, off-ramp, OTCtransaction facilitation, or other Services.

3.10.2.  FX rates, quotes, spreads,fees, and expected settlement amounts may be indicative, conditional,time-limited, or subject to change until accepted, confirmed, executed, andsettled. Done.com Inc. may earn revenue from FX spreads, transaction fees, orother charges disclosed or included in the applicable quote, confirmation, feeschedule, or product terms.

3.10.3.  Counterparty is responsiblefor reviewing and accepting any FX quote, expected settlement amount, currencypair, fee, spread, and timing before proceeding. Done.com Inc. does not provideinvestment, tax, accounting, legal, or financial advice in connection with FXor Digital Asset transactions.

3.11.    Card Payment ProcessingSupport

3.11.1.  Done.com Inc. may supportcredit card or other card payment acceptance through one or more CardProcessors. Done.com Inc. does not act as a card issuer, card network, oracquiring bank unless expressly stated otherwise in writing.

3.11.2.  Card transactions may besubject to authorization, capture, clearing, settlement, decline, refund,reversal, chargeback, fraud review, processor hold, reserve, rolling reserve,delayed settlement, card network rules, Card Processor terms, and additionalfees.

3.11.3.  A card authorization,approval, or receipt of card payment information does not guarantee finalsettlement. Done.com Inc. may debit, set off, recover, withhold, or adjustamounts related to refunds, reversals, chargebacks, processor fees, cardnetwork fees, penalties, or disputed transactions to the extent permitted byapplicable law and the applicable product terms.

3.12.    On-Ramp, Off-Ramp, and OTCTransaction Facilitation

3.12.1.  Done.com Inc. may facilitatetransactions where Fiat Currency is used to purchase or deliver Digital Assets,where Digital Assets are converted into Fiat Currency, where Digital Assets areexchanged for Digital Assets, where Fiat Currency is exchanged for FiatCurrency, or where OTC execution is arranged for approved Counterparties.

3.12.2.  Trade requests, price quotes,confirmations, settlement deadlines, customer transfer funds, company transferfunds, wallets, bank accounts, and other trade-specific terms may be governedby a separate virtual currency purchase and sale agreement, trade confirmation,statement of work, product schedule, or other agreement. If a specifictransaction agreement conflicts with these General Terms and Conditions, thespecific transaction agreement governs that transaction to the extent of theconflict.

3.12.3.  Where a Service is describedin a specific agreement as non-custodial, Done.com Inc. will not custody orhold Virtual Currency for Counterparty under that Service except as expresslypermitted in the applicable agreement and only to facilitate settlement of theapplicable transaction.

3.13.    Clearing, Settlement Support,and Reporting

3.13.1.  Done.com Inc. may supportsettlement by reconciling funds, allocating funds to Counterparty or End Userreferences, coordinating settlement timing, preparing or transmittingsettlement instructions, posting internal ledger entries, providing settlementreporting, and recording confirmations. Done.com Inc. does not operate apayment clearing system or act as a clearing agent unless expressly stated in aspecific product schedule or written agreement.

3.13.2.  Done.com Inc. may classifypayment activity as pending, received, matched, unmatched, under review,accepted, rejected, returned, converted, settled, failed, reversed, chargedback, or closed. A status update is not a guarantee of finality unless Done.comInc. expressly confirms final settlement in writing.

3.14.    Payment Partners andThird-Party Providers

3.14.1.  Done.com Inc. may use PaymentPartners to provide or support account infrastructure, payment rails, accountreferences, named or virtual account support, card processing, acquiring,chargeback handling, FX execution, liquidity, Digital Asset execution, custody,transaction monitoring, sanctions screening, KYC/KYB, technologyinfrastructure, reporting, and other Services.

3.14.2.  Payment Partners may imposetheir own onboarding requirements, acceptable use policies, limits, fees,reserves, compliance reviews, sanctions screening, transaction monitoring,settlement schedules, rejection rules, holds, restrictions, or terminationrights. Done.com Inc. may be required to enforce, pass through, or comply withthose requirements.

3.15.    Product Schedules and ServiceHierarchy

3.15.1.  Additional terms may apply toa specific product, client, End User, payment rail, Payment Partner, cardtransaction, FX transaction, Digital Asset transaction, OTC trade, custodyservice, or settlement arrangement. Such terms may be set out in a statement ofwork, trade confirmation, product schedule, fee schedule, onboarding form, riskdisclosure, payment instruction, partner terms, or separate agreement.

3.15.2.  If there is a conflictbetween these General Terms and Conditions and a specific written transactionagreement, product schedule, trade confirmation, or statement of work signed oraccepted by the Parties, the more specific document governs the applicabletransaction or Service to the extent of the conflict.

4.         Representations& Warranties

4.1.      Counterparty represents, warrants andcovenants on the date of its acceptance or deemed acceptance of this Agreementand each day on which Counterparty utilizes or access the Services, in eachcase with reference to the facts and circumstances existing at such date, that:

4.1.1.    If Counterparty is an individual user, Counterpartyis 18 years of age or older and that has the capacity to contract underapplicable Laws.

4.1.2.    If Counterparty is a legal entity, that such legalentity is duly organized and validly existing under the applicable laws of thejurisdiction of its organization; and that all Persons using the Services onbehalf of the legal entity are duly authorized by such legal entity to act onits behalf.

4.2.      Counterparty fully understands the risksassociated with using the Services, including those detailed in the RiskDisclosure Statement and that Counterparty has had the opportunity to seeklegal, accounting, taxation and other professional advice regarding thisAgreement.

4.3.      Counterparty knows the prevailingindustry practice and has concluded that the Specific Terms and Conditions andthe rights, duties and obligations imposed hereunder, are commerciallyreasonable as a general matter and specifically in light of such industrypractice.

4.4.      Counterparty has not received from Done.comInc. any assurance or guarantee as to the expected results of this Agreement.

4.5.      Counterparty is capable of evaluating andunderstanding (on its own behalf or through independent professional advice),and understands and accepts, the terms, conditions and risks in relation tothis Agreement.

4.6.      Counterparty is not prohibited or restrictedfrom using the Services, or otherwise prohibited by applicable Laws from using,or acting for the benefit of another Person that is prohibited or restrictedfrom using, the Services.

4.7.      No claim, dispute, arbitration, criminalor civil proceedings brought against Counterparty is likely to impact theproper performance of this Agreement or its validity.

4.8.      Counterparty will not use the Services inorder to conceal or disguise the origin or nature of proceeds of crime orterrorist financing, or to further any breach of applicable AML-CFT Laws, or todeal in any unlawful Digital Assets, funds, or proceeds.

4.9.      Counterparty will not use any Serviceswith anything other than funds, or Digital Assets that have been legallyobtained by Counterparty, in which Counterparty has good and marketable titleor other relevant and sufficient rights thereto and that are not subject to anyliens, claims, and encumbrances that are inconsistent with use of Services.

4.10.   Counterparty is currently in compliance with, and must, atCounterparty’s own cost and expense, comply with all Laws that relate to oraffect the Services conducted under this Agreement, including AML-CFT Laws.

4.11.   Counterparty agrees to cooperate and promptly reply to anyinquiries related to suspicious transactions and/or related to any AML/CFTmatters.

4.12.   Counterparty will not falsify or materially omit anyinformation or provide misleading or inaccurate information requested by Done.comInc. in the course of, directly or indirectly relating to, or arising from theuse of any Services, including at registration or during administration orother due diligence processes, and that if any information provided to Done.comInc. becomes incorrect or outdated, including information relating tobeneficial ownership, Counterparty will promptly provide corrected informationto Done.com Inc..

4.13.   Counterparty and its Associates will refrain from engagingin any behavior likely to create an actual conflict of interest; in the case ofMarket Making, it includes engaging in trading Digital Asset Pairs covered bythis Agreement.

4.14.   All information that Counterparty has provided to Done.comInc. is accurate, not misleading, up-to-date and Counterparty has not withheldany material information from Done.com Inc.

4.15.   Counterparty represents and warrants that all funds usedin transactions with Done.com Inc. originate from legitimate sources and areunder the Counterparty's control. The Counterparty acknowledges that Done.comInc. reserves the right to request additional documentation for verificationpurposes if deemed necessary during the whole duration of the businessrelationship with the Counterparty.

4.16.   Counterparty warrants that all Digital Assets Wallet addressesutilized in operations withDone.com Inc., including those provided during onboardingand subsequently for different operations, are controlled exclusively by theCounterparty and its authorized representatives. Counterparty additionally agreesto promptly report and seek approval from Done.com Inc. for any additional walletsor changes to existing wallets prior to their use in transactions.

4.17.   Counterparty understands and agrees that the use ofthird-party wallets addresses for operations with Done.com Inc. is strictlyprohibited.

4.18.   Counterparty acknowledges that providing false informationor violating any terms of this declaration may result in immediate suspensionor termination of the Counterparty's account and may lead to further measuresas deemed necessary by Done.com Inc.

4.19.   Counterparty will employ reasonable anti-virus,anti-malware and other software and techniques to protect its Digital Assetsfrom being the victim of a hack or of other malicious actions and the access tothe Services out of the reach of other Persons. Counterparty will not introduceor transmit any Malicious Software into Done.com Inc.’s computer systems orexploit any vulnerability in any smart contracts developed by Done.com Inc. andinstantiated on a blockchain.

4.20.   Counterparty acknowledges and agrees that any trading orother instructions received or undertaken through Counterparty’s authorizedcredentials(including Counterparty’s e-mail address, Telegram handle andWhatsApp number) on file with Done.com Inc. are deemed to be valid, binding,and conclusive regardless of whether there is any error resulting from aninstruction made by Counterparty or on Counterparty’s behalf, any error resulting,directly or indirectly, from fraud or the duplication of any instruction madeby Counterparty or on Counterparty’s behalf or the malfunction of any device orcompromise of credentials used by Counterparty to deliver instructions, andthat Done.com Inc. may act upon those instructions without any liability orresponsibility attaching to it.

4.21.   Counterparty acknowledges that Digital Assets are notsubject to the protections or insurance provided by any insurance provider. Inaddition, although any Person may maintain insurance for its own benefit inconnection with its business, this insurance, if maintained, is solely for thebenefit of such Person and does not guarantee or insure the other Person in anyway.

4.22.   Counterparty will promptly inform Done.com Inc. ifCounterparty knows or has reasons to know that any of the foregoingrepresentations and warranties no longer is correct or becomes incorrect.

4.23.   Counterparty represents andwarrants that all Payment Instructions submitted by or on behalf ofCounterparty or any End User are authorized, accurate, complete, lawful, andconsistent with the applicable Service, transaction purpose, source of funds,Settlement Destination, and Payment Partner requirements.

4.24.   Counterparty represents andwarrants that it has obtained all required consents, authorizations, andinstructions from its End Users and Authorized Representatives for Done.comInc. and its Payment Partners to collect, process, store, transmit, share,reconcile, convert, transfer, settle, return, or otherwise handle information,Fiat Currency, Digital Assets, and Payment Instructions as required to providethe Services.

4.25.   Counterparty will not use theServices to process payments for third parties, undisclosed principals,prohibited businesses, unlawful activity, sanctioned persons, unapprovedjurisdictions, or any person or entity that has not satisfied Done.com Inc.’sonboarding, KYC/KYB, AML/CFT, sanctions, risk, and transaction reviewrequirements.

4.26.   Counterparty represents andwarrants that any bank account, payment account, card, Digital Asset Wallet,whitelisted wallet, Settlement Destination, or payment method used inconnection with the Services is owned or lawfully controlled by Counterparty orthe approved End User, unless Done.com Inc. expressly approves otherwise inwriting.

5.         Fees and Payment

5.1.      Costs and Taxes: Each Party will beresponsible for its own costs and taxes incurred in connection with theimplementation and performance of its duties and obligation under thisAgreement. The costs and taxes linked to Designated Exchange fees or Blockchaintransactions shall remain in responsibility of the Counterparty.

5.2.      Debit Notice: In the event that the dueinvoice remains unpaid for a period specified in the Special Terms andConditions, Done.com Inc. reserves the right to seize Counterparty’s funds incustody up to the due amount after a notice sent to the Counterparty.

5.3.      Withdrawal: The Counterparty may withdrawDigital Assets held in custody, provided that all obligations are fulfilledunder this Agreement. Withdrawals may only be made to a Digital Asset Wallet orbank account owned by the Counterparty. In the course of processing and sendingany withdrawals in Digital Assets or in legal tender, Done.com Inc. may requestfurther information from the Counterparty and may be required to share PersonalInformation relating to the Counterparty with other contractual parties,including financial institutions, digital asset service providers (includingdigital asset exchanges), or as required under applicable Laws or upon a lawfulrequest by any public authority. Counterparty hereby irrevocably grantspermission and authority to Done.com Inc. to collect, keep record of, share andotherwise process such Personal Information as necessary to perform thisAgreement or abide by the applicable Laws.

5.4.     Payment Service Fees:Counterparty agrees to pay all fees, spreads, markups, commissions, paymenttransaction fees, card processing fees, acquiring fees, chargeback fees, refundfees, reversal fees, network fees, blockchain fees, payment rail fees, FX fees,Payment Partner fees, account fees, investigation fees, and other chargesapplicable to the Services.

5.5.     Fees may be disclosed in aquote, confirmation, invoice, fee schedule, checkout page, payment instruction,product schedule, statement of work, partner schedule, or other written notice.Done.com Inc. may deduct applicable fees from funds, settlement proceeds,Digital Assets, balances, invoices, or amounts otherwise payable toCounterparty, to the extent permitted by applicable law and the applicableproduct terms.

5.6.     If a transaction is rejected,returned, delayed, reversed, charged back, refunded, cancelled, or otherwisenot completed, Counterparty remains responsible for all applicable fees, costs,penalties, losses, and third-party charges incurred by Done.com Inc. or aPayment Partner in connection with the transaction.

5.7.     Done.com Inc. may requireCounterparty to maintain sufficient funds, reserves, deposits, or prefundedamounts to cover fees, expected transaction activity, chargeback risk,reversals, or Payment Partner requirements. Done.com Inc. may refuse to executeor continue a Service if sufficient funds are not available.

6.       Limitation of Liability

6.1.      There is no guarantee against Losses whenusing the Services. In addition to the fullest extent permitted by applicableLaw, Counterparty irrevocably agrees and acknowledges that Done.com Inc. andits Associates do not assume any liability or responsibility for and will nothave any liability or responsibility for any Losses directly or indirectly arisingout of or related to and Counterparty hereby agrees to release the Associatesfrom liability for any and all such Losses resulting from:

6.1.1.    Counterparty’s breach of this Agreement;

6.1.2.    the Services, except as explicitly provided for inthis Agreement and except for Losses for fraud or gross negligence;

6.1.3.    any failure by Counterparty or Counterparty’sAffiliate to comply with applicable Laws;

6.1.4.    the value of any Digital Asset purchases, sold orotherwise traded by Done.com Inc.;

6.1.5.    any failure, insolvency, delay, malfunction,interruption, or decision related to or coming from the Designated Exchange(s);

6.1.6.    any stolen, lost, or unauthorized use of yourinformation, theft, hacking, any breach of security or data breach related toyour Digital Asset Wallet information, or any criminal or other third-party actaffecting Done.com Inc. or any Associate;

6.1.7.    compliance with applicable Laws; and

6.1.8.    a Force Majeure Event.

6.2.      Counterparty assumes full responsibilityfor the funds held in the provided Digital Asset Wallet addresses andacknowledges sole liability for any legal, financial, or regulatoryconsequences arising from their use.

6.3.      If Done.com Inc. is found to havecommitted gross negligence, willful misconduct, or fraud, in no event shallDone.com Inc. or its Associates be liable for Losses incurred by theCounterparty for any amount in excess of the any amount in excess of the actualloss of digital assets, valued at the time of loss.

6.4.     Done.com Inc. will not beliable for any Losses arising from Payment Partner actions or omissions, cardnetwork rules, Card Processor delays, payment rail failures, bank rejections,intermediary bank deductions, FX provider delays, liquidity provider failures,Digital Asset network delays, incorrect Payment Instructions, missing AccountReferences, settlement delays, chargebacks, reversals, sanctions holds,compliance holds, or events outside Done.com Inc.’s reasonable control, exceptto the extent such Losses are caused by Done.com Inc.’s fraud, willfulmisconduct, or gross negligence.

6.5.     Done.com Inc. may rely onPayment Instructions submitted by Counterparty, an Authorized Representative,an End User, or through authorized credentials. Done.com Inc. is notresponsible for Losses resulting from unauthorized access, compromisedcredentials, duplicate instructions, incorrect beneficiary details, incorrectwallet addresses, incorrect account details, or errors in Payment Instructionsunless caused by Done.com Inc.’s fraud, willful misconduct, or grossnegligence.

6.6.     Counterparty acknowledgesthat payment status information, payment confirmations, blockchainconfirmations, card authorizations, processor reports, bank statements, andpartner settlement files may be delayed, revised, reversed, or corrected.Done.com Inc. may update its records and settlement calculations based oncorrected or updated information.

7.       Indemnifications

7.1.      The Counterparty agrees hereby toindemnify and hold Done.com Inc. and its Associates harmless from and againstall Losses asserted in or incurred as a result of claims, demands, suits, orproceedings (“Claims”) by a third party, or arising from the use of unauthorizedwallets and the violation of this Master Services Agreement. Counterpartyfurther agrees to indemnify Done.com Inc. for all direct and indirect costs,fees, expenses of any type or nature, including without limitation, allreasonable legal services that arise due regulatory inquiry, legal action, litigation,dispute, or investigation.

7.2.      Done.com Inc. agrees to provideCounterparty with a prompt notice of any Claims sought by a third party.Counterparty will cooperate in all reasonable aspects with Done.com Inc. inconnection with such Claims and shall be entitled to control the handling ofany such Claim and to defend or settle any such Claim in its sole discretion,except that any settlement for other than money damages will be subject toapproval of Done.com Inc. The Counterparty shall not settle any Claim withoutprior written consent of Done.com Inc. where such settlement would imposedirect or indirect costs, fees, expenses, judgment, liability, penalty, orlimitation on Done.com Inc.

7.3.      Done.com Inc.is not liable and will notindemnify the Counterparty for acts of any third party or raised from anycircumstances that are not under its control.

7.4.      To the maximum extent permitted byapplicable Law, the foregoing limitations of liability, releases andindemnities will apply whether the alleged liability or Losses are based oncontract, negligence, tort, unjust enrichment, strict liability, violation oflaw or regulation, or any other basis, even if the Associates have been advisedof or should have known of the possibility of such Losses and damages, andwithout regard to the success or effectiveness of any other remedies.

7.5.      Notwithstanding with the foregoing, Done.comInc. is only liable for and indemnify for any direct Losses, breach, non-fulfilment of any representations or warranties caused by gross negligence,fraud or willful misconduct caused by Done.com Inc.

8.       No Representations andWarranties by Done.com Inc.

8.1.      Done.com Inc. makes no representationsand warranties, covenants or guarantees, express or implied, to Counterparty ofany kind, to the fullest extent permitted by applicable Laws. Done.com Inc.disclaims all representations, warranties, covenants or guarantees, express,implied or statutory, with respect to the Services, including in relation tothe accuracy, completeness or timeliness of any information any Associate makesavailable to Counterparty and Done.com Inc. does not undertake to update Counterpartyin respect of any such information. For example, Counterparty acknowledges andagrees that market conditions and prices may change immediately after anyAssociate provides market information to Counterparty.

8.2.      The Services are offered strictly on anas-is, where-is basis and, without limiting the generality of the foregoing,are offered without any representation as to merchantability or fitness for anyparticular purpose.

8.3.      Counterparty further acknowledges andagrees that Done.com Inc. may also provide access to features or services thatare identified as “test” versions which are still in development, may have bugsor errors, may be incomplete, may materially change prior to a full commercial launch,or may never be released commercially.

9.         IntellectualProperty

9.1.      The trademarks, logos, and service marks,whether registered or not in specific countries, and all materials on the Site orprovided as part of providing the Services, including advertising materials, pricesor charts, business methods, databases or settlement specifications relevant tothis Agreement or otherwise used or arising in connection with this Agreementand other intellectual property or proprietary rights laws in variousjurisdictions (together, “Intellectual Property”) are owned by Done.com Inc. orused by Done.com Inc. under license. All rights not expressly granted toCounterparty in this Agreement are reserved by Done.com Inc. or itslicensor(s).

9.2.      Counterparty agrees not to license,sub-license, rent, sell, distribute, resell, transfer, assign, copy, reproduce,display, or otherwise commercially exploit, decompile, reverse engineer,disassemble or modify the Intellectual Property or other content withoutexpress, prior, written permission from Done.com Inc. or the third-party ownerof the Intellectual Property, including as a domain name, as social mediaprofile/handle, on a website, in an advertisement or other marketing, as or in connectionwith a phone number, as or in connection with an email address, in Internetsearch results, in meta data or code, or in any other manner. Counterpartyfurther agrees not to make derivative works based upon all or any part of Siteor Services, “mirror” all or any part of the Site or Services on any otherserver or wireless or Internet-based device, or access all or any part of theServices in order to build a competitive product or service, build a product orservice using similar ideas, features, functions, or graphics of all or anypart of the Services, or copy any ideas, features, functions, or graphics ofall or any part of the Services.

9.3.      Furthermore, Counterparty will notregister, record, or otherwise control any domains, social mediahandles/profiles, or other trademarks, logos or service marks or any otherintellectual property rights featuring intellectual property owned by Done.comInc., any of its Associates or its or their licensor(s) directly or through a thirdparty (“Prohibited Intellectual Property”). If Counterparty or its Affiliatesowns or becomes the owner of Prohibited Intellectual Property, Counterparty agreesto transfer and assign such Prohibited Intellectual Property automatically toDone.com Inc. and to execute all instruments and documents evidencing,recording or perfecting such a transfer and assignment of rights. In the eventthat Counterparty is unable to execute such instruments or documents withinthirty days followingDone.com Inc.’s request, Counterparty agrees toirrevocably designate and appoint Done.com Inc. and its Associates to act onCounterparty’s behalf to execute and file any documents necessary for theforegoing purposes with the same legal force and effect as if executed byCounterparty.

9.4.      Counterparty may link to the Site’shomepage or other pages, provided Counterparty does so in a way that is fairand legal and does not damage Done.com Inc.’s reputation or take advantage ofit, but Counterparty must not establish a link in such a way as to suggest anyform of association, approval, or endorsement onDone.com Inc.’s part without prior,express, written consent.

10.       Confidentiality

10.1.   “Confidential Information” means any information inrelation to this Agreement, of any nature whatsoever, disclosed by one of theParty (“Disclosing Party”) to the other Party(“Receiving Party”), including alldocuments, in whole or in part, prepared by the Disclosing Party or its Associatesor any of its Affiliates and disclosed to the Receiving Party, all documents andinformation involving the analysis of Confidential Information, prepared on thebasis of Confidential Information, or relating to research and development,technical and commercial know-how, technical and commercial data, data anddatabase, studies, photographs, designs, models, prototype, computer programs andcomputer applications, software programs (source code or object code),materials or recordings, and all information relating to current and futureproducts and services, to sales, prices, and sales methods, marketing plans,clients and counterparties, employees, technology, Intellectual Propertyrights, trade-secrets and other scientific, technical, commercial information,which: (i) are identified as confidential; (ii) are disclosed orally or visuallybut identified as Confidential Information when disclosed; or (iii) should be reasonablyconsidered as being confidential when disclosed by Disclosing Party to theReceiving Party.

10.2.   Notwithstanding the foregoing clause 9.1., ConfidentialInformation does not include information that: (i) was or has become, publiclyavailable and known by the public, other than through unauthorized disclosureby the Receiving Party or its Associates and without a breach of thisAgreement; (ii) was already and lawfully known by the Receiving Party at thetime of disclosure (such as information relating to Receiving Party’s owntrades on Designated Exchanges); (iii) was lawfully received from a thirdparty, without a breach of this Agreement or of the Disclosing Party’s rights;(iv) was independently developed by the Receiving Party without use orreference to any of the Confidential Information; (v) is disclosed on the basisof a court decision or another governmental or regulatory body, provided thatthe Receiving Party will, to the extent permitted by applicable Laws, providethe Disclosing Party with an immediate notice of such court decision to enablethe Disclosing Party to seek a protective order or otherwise prevent orrestrict such disclosure.

10.3.   The Receiving Party undertakes not to claim IntellectualProperty rights over the Confidential Information communicated by theDisclosing Party.

10.4.   The Receiving Party agrees to keep available to theDisclosing Party at any time the list of all persons to whom any ConfidentialInformation has been disclosed. The Receiving Party undertakes to take allreasonable steps to ensure the security and confidentiality of the ConfidentialInformation of the Disclosing Party in order to prevent such ConfidentialInformation from falling into the public domain or being disclosed to personsunauthorized under this Agreement. This includes without limitation that theReceiving Party grants to the protection of this information at least the samelevel of care and attention it would for the protection of its own ConfidentialInformation.

10.5.   The Receiving Party undertakes to notify in writing theDisclosing Party of any unauthorized disclosure, use or appropriation of itsConfidential Information of which it becomes aware, such unauthorizeddisclosure, use or appropriation being proven or merely suspected.

10.6.   The Receiving Party undertakes to return or destroy allcopies of Confidential Information in its possession or in possession of its Associateswithin ten (10) days upon receipt of an express request in writing from theDisclosing Party and to confirm such destruction immediately and in writing tothe Disclosing Party.

10.7.   The Parties agree that Section10 of this General Terms andConditions is effective and in force from the commencement of their commercialnegotiations, throughout the negotiation period, and for the entire duration ofthe current Agreement. This Section will remain in effect until two (2) yearsafter the termination date of this Agreement.

In the event that the Parties have entered into a Non-Disclosure Agreement(“NDA”), this clause 10 shall complete the signed NDA and be applicable betweenthe Parties.

11.       Termination

11.1.   Done.com Inc. may terminate this Agreement immediatelyupon written Notice in the event that:

11.1.1. Counterparty fails to provide Done.com Inc. with requesteddocuments, information or details which are necessary to provide the Servicesor provides documents, information or details that are suspected to be or areincorrect or misleading;

11.1.2. Counterparty is in breach of this Agreement and such breach remainsuncured for a period of seven (7) days after Done.com Inc.’s written Notice;

11.1.3. Counterparty becomes insolvent, admits inwriting to its inability topay debts as they fall due, makes an assignment for the benefit of creditors,or becomes subject to direct control of a trustee, receiver or similar authority;

11.1.4. a Force Majeure Event continues for more than seven (7) days; or

11.1.5. law enforcement, a regulatory agency or a public authority requiresor instructsDone.com Inc. to do so.

11.2.   Counterparty may terminate this Agreement immediately uponwritten Notice in the event that:

11.2.1. Done.com Inc. becomes insolvent, admits in writing to its inabilityto pay debts as they fall due, makes an assignment for the benefit ofcreditors, or becomes subject to direct control of a trustee, receiver orsimilar authority;

11.2.2. a Force Majeure Event continues for more than seven (7) days.

‍

12.       Dispute Resolution& Governinglaw

12.1.   This Agreement (and any dispute or claim relating to it orits subject matter, its enforceability, or its termination, includingnon-contractual claims) will be governed by, enforced, and construed inaccordance with the laws of the Province of Ontario and the federal laws of Canadaapplicable therein.

12.2.   Any dispute arising out of or in connection with thiscontract, including any question regarding its existence, validity ortermination, will be referred to and resolved by the Commercial Court of Paris(Tribunal de commerce de Paris). The Parties agree to first attempt informalresolution of any dispute arising in connection with this Agreement prior toany demand for adjudication of any kind and to notify each other in writing ofany such dispute within thirty (30) days of when it arises. Notwithstanding theforegoing, Done.com Inc. may elect to issue proceedings against Counterparty inany jurisdiction in which Counterparty resides or is located when seeking to recoverany amounts due under this Agreement.

12.3.   Counterparty agrees that it may bring claims against Done.comInc. only on an individual basis and not as a plaintiff or class member in anypurported class or representative action or proceeding.

13.       Entire Agreement

13.1.   This Agreement and all documents (to which any of theParties are party) entered into on the date of this Agreement in connectionwith it or referred to in it constitute the entire agreement between theParties about the subject matter of this Agreement; and (in relation to suchsubject matter) supersede and extinguish all earlier understandings andagreements between any of the Parties and all earlier representations by any Party.

13.2.   The Parties of this Agreement may amend or otherwisemodify this Agreement in writing by an amendment signed by both Parties.

13.3.   It is agreed between the Parties that this Agreement isnon-exclusive and nothing in this Agreement shall be construed as creating anyexclusive arrangement between Done.com Inc. or the Counterparty. Either Partywill be free, during and after the term, to engage or contract with thirdparties for the provision of similar service as set out in this Agreement.Done.com Inc. as a service provider retains the right to perform the same orsimilar type of services for other counterparties or clients during the termsof this Agreement.

13.4.   At any time after the date of this Agreement, one or moreadditional persons may become party to this Agreement by executing a writtenjoinder agreement (“Joinder Agreement”). Upon execution of such JoinderAgreement and without any further action, each additional person(s) will becomea party to this Agreement and have all of the rights and obligations of a partyof this Agreement here under and this Agreement herein shall be deemed amendedby such Joinder Agreement.

13.5.   This Agreement is accepted electronically and is executedon the date of accepting these terms of use. Such execution shall have the samelegal effect as a handwritten signature, in accordance with applicable Canadianlegislation, including the Personal Information Protection and ElectronicDocuments Act (PIPEDA) and the relevant provincial Electronic CommerceAct or equivalent legislation.

13.6.   The Parties expressly agree that this Agreement,acknowledged during onboarding, and agreed to electronically:

13.6.1. constitutes the original of this Agreement;

13.6.2. has the same legal effect, validity, and enforceability as ahandwritten signature on paper;

13.6.3. electronic acceptance must be considered an original signature; and

13.6.4. may be produced in court or before any tribunal as admissibleevidence of its content, the identity of the signatories, and their consent, inaccordance with the Personal Information Protection and Electronic DocumentsAct (PIPEDA), the applicable provincial Electronic Commerce Act, and the CanadaEvidence Act or relevant provincial rules of evidence.

13.7.   The Parties accept that the recordings made by theinformation systems of each of the Parties are admissible before the courts andare proof of the data and elements that they materialize. In any case, in theevent of a contradiction between the recordings and/or timestamps of theDone.com Inc. information system and those of the Counterparty, those of Done.comInc. shall prevail. By express agreement hereby, the acceptance of thisAgreement by electronic means between the Parties has the same probative valueas the agreement on paper.

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14.       Communication between the Parties

14.1.   Parties accept that electronic means of communication areused to correspond or transmit information. Such use will not in itselfconstitute a breach of any obligation of confidentiality. Counterparty agreesand consents to receive electronically all communications, agreements,documents, receipts, notices and disclosures that Done.com Inc. may provide inconnection with this Agreement through Counterparty’s authorized e-mail addresson file with Done.com Inc. Such notices will be deemed effective and receivedby the Counterparty on the date on which the email is sent to such authorized e-mailaddress.

14.2.   Done.com Inc. may accept and act upon instructions itreasonably believes in good faith to be from Counterparty without the need tomake any further enquiry, whether or not those instructions are actually fromCounterparty. Done.com Inc. may also record voice conversations with or withoutuse of a warning tone to use such recordings as evidence of Counterparty’sinstructions as well as for its ongoing quality control and training program.

14.3.   Payment Instructions may besubmitted, confirmed, amended, or rejected through the Site, Platform, API,payment link, checkout flow, email, Telegram, WhatsApp, SMS, or any otherchannel approved by Done.com Inc. Done.com Inc. may require confirmationthrough one or more channels before acting on a Payment Instruction.

14.4.   Counterparty is responsiblefor promptly reviewing all confirmations, statements, transaction reports,account details, payment references, invoices, settlement reports, and noticesprovided by Done.com Inc. Counterparty must notify Done.com Inc. immediately ofany error, unauthorized instruction, incorrect destination, unmatched payment,missing memo, card dispute, chargeback, or suspected fraud.

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15.       Reliance

Each Party may rely upon market reports and market data supplied byreputable providers as to their accurateness and completeness, including as abasis for the performance of their obligations pursuant to this Agreement.

16.       Right of Rectification

Any typographical, clerical or other error or omission in any documentationproduced by Done.com Inc. under or in connection with this Agreement may becorrected without any liability on Done.com Inc.’s part.

17.       Severability

If any provision (or part of any provision) of this Agreement, as amendedfrom time to time, is found to be invalid, illegal or unenforceable, in wholeor in part, that provision or part provision will, to the extent required, bedeemed not to form part of this Agreement, and the validity and enforceabilityof the other provisions of this Agreement will not be affected.

18.       No Waiver

No failure or delay by Done.com Inc. to exercise any right, power or remedyprovided under this Agreement or by law will constitute a waiver of that or anyother right, power or remedy, nor will it preclude or restrict the furtherexercise of that or any other right, power or remedy. No single or partialexercise of such right or remedy will preclude or restrict the further exerciseof that or any other right or remedy.

19.       No Agency

Each of the Parties acknowledges and agrees that nothing in this Agreementwill be deemed to create a partnership or agency relationship betweenCounterparty and Done.com Inc. or be deemed to authorize either Party to incurany liabilities or obligations on behalf of or in the name of the other.

20.       No Assignment

20.1.   Neither this Agreement, nor any of the rights orobligations contained in it, may be assigned, delegated or transferred byCounterparty without the express prior written consent of Done.com Inc.

20.2.   Done.com Inc. may assign this Agreement with the rightsand obligations contained in it, without the prior written consent of theCounterparty, to any of its affiliates or subsidiaries, or to a new Done.comInc. entity pursuant to a transfer of all business assets, whether merger, saleof assets, sale of stock.

21.       Survival

Clauses 1 (Definitions & Interpretation), 3.5 to 3.15 (Payment Servicesand Payment Activity Terms), 4 (Representations & Warranties), 5 (Fees andPayment), 6 (Limitation of Liability), 8 (No Representations and Warranties byDone.com Inc.), 9 (Intellectual Property), 10 (Confidentiality), 12 (DisputeResolution & Governing Law) and 21 (Survival) will survive the terminationof this Agreement to the extent required to complete, unwind, reconcile,return, dispute, investigate, report, or enforce any Service, PaymentInstruction, settlement, chargeback, reversal, refund, FX conversion, DigitalAsset transaction, or outstanding obligation.

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By accessing or using our website or services, you agree to comply with these Terms and Conditions and any applicable terms, policies, and requirements imposed by our third-party partners and service providers that support the services (including payment, banking, custody, and compliance partners). Where partner terms apply to specific features or transactions, your use of those features constitutes acceptance of those partner terms as incorporated by reference. If you do not agree to such partner terms, you must not use the relevant feature or service.

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