AVONMORE CAPITAL LTD (TRADING AS “BITCASHIER”)

Version 1.0 | Effective Date: 1st July 2026

Legal name	Avonmore Capital Ltd
Incorporation number	BC1438003
FINTRAC MSB registration	M24354770
Registered office	422 RICHARDS ST., SUITE 170 VANCOUVER BC V6B 2Z4 CANADA
Contact	[email protected]

IMPORTANT REGULATORY NOTICE

Avonmore is registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a money services business. FINTRAC registration is a statutory registration for anti-money laundering and anti-terrorist financing supervision. It is not a licence, prudential approval, deposit guarantee, endorsement, or confirmation that any product is suitable, safe, or risk-free.

This document is intended for business and retail clients, subject to the eligibility and territorial restrictions stated below. Product-specific terms, fee schedules, order confirmations, privacy notices, and other policies form part of the Agreement where incorporated by reference.

Contents

1. About these Terms	17. Intellectual property and platform use
2. Definitions and interpretation	18. Privacy, data use and records
3. Eligibility and account opening	19. Risk disclosures
4. Scope of services	20. Warranties and disclaimers
5. Client instructions and transaction execution	21. Liability and indemnities
6. Fiat payments and settlement	22. Term and termination
7. Digital asset transfers and wallets	23. Communications and electronic contracting
8. Fees, pricing and taxes	24. Changes to these Terms
9. Client representations and ongoing obligations	25. Confidentiality
10. AML/ATF, sanctions and regulatory controls	26. Force majeure
11. Prohibited and restricted use	27. Governing law and disputes
12. Account security and authorised users	28. General provisions
13. Suspension, holds, restrictions and refusal
14. Errors, reversals and complaints	Schedule 1 – Digital Asset Risk Disclosure
15. Custody, safeguarding and title to assets	Schedule 2 – Prohibited Activities
16. Third-party providers and networks	Schedule 3 – Corporate Client Provisions

1. ABOUT THESE TERMS

These Terms and Conditions (the “Terms”) form a legally binding agreement between Avonmore Capital Ltd (“Avonmore”, “we”, “us” or “our”) and the person or entity that applies for, accesses or uses the Services (“Client”, “you” or “your”).

The Agreement consists of these Terms, any applicable service schedule, fee schedule, order or trade confirmation, privacy policy, risk disclosure, acceptable use or prohibited business policy, and any other document expressly incorporated by reference. If there is an inconsistency, a signed service schedule or transaction confirmation prevails for the relevant service or transaction, followed by these Terms, unless mandatory law requires otherwise.

By submitting an application, clicking an acceptance box, signing electronically, funding an account, instructing a transaction, or otherwise using the Services, you confirm that you have read, understood and agreed to the Agreement.

1.1 Regulatory status

Avonmore is incorporated in British Columbia under incorporation number BC1438003 and is registered with FINTRAC as a money services business under registration number M24354770. Avonmore may provide only those services that it is legally permitted and operationally able to provide in the relevant jurisdiction.

FINTRAC is Canada’s financial intelligence unit and AML/ATF supervisor. Registration does not make Avonmore a bank, securities dealer, investment adviser, trust company, insurer, or deposit-taking institution, and does not provide deposit insurance or investor compensation.

1.2 No investment advice

Unless Avonmore expressly agrees otherwise in a separate written agreement and holds all required authorisations, information provided through the Services is factual and operational only. It is not legal, tax, accounting, financial, investment or trading advice, and no communication creates a fiduciary relationship.

2. DEFINITIONS AND INTERPRETATION

Term	Meaning
Account	the profile, workspace or contractual relationship through which the Client accesses Services.
Agreement	these Terms and all documents incorporated into them.
API	a set of rules and protocols that allows different software programs to communicate and share data with each other.
Applicable Law	all laws, regulations, binding orders, sanctions, court orders, regulatory requirements and legally binding guidance applicable to a party, the Services or a transaction.
Authorised User	an individual authorised by a Client to access or operate an Account.
Business Day	a day other than Saturday, Sunday or a statutory holiday in British Columbia on which commercial banks are generally open in Vancouver.
Client Assets	fiat funds or Digital Assets received, controlled or held for a Client, excluding assets already transferred, exchanged, paid out, spent on fees, or otherwise no longer owed to that Client.
Digital Asset	a cryptographically secured digital representation of value or rights recorded on a distributed ledger, including virtual currency as defined under Canadian AML/ATF law.
Fiat Currency	government-issued currency that is legal tender, such as Canadian dollars, US dollars or euros.
Network	a blockchain, distributed ledger, payment rail, bank network, protocol or other infrastructure used to process a transaction.
Order	a request to buy, sell, exchange, transfer or otherwise transact in Fiat Currency or Digital Assets.
Services	the services described in section 4 and any applicable service schedule.
Supported Asset	a Digital Asset or Fiat Currency that Avonmore makes available from time to time.
Third-Party Provider	a bank, payment service provider, liquidity provider, custodian, wallet infrastructure provider, blockchain analytics provider, identity verification provider, technology vendor or other service provider used in connection with the Services.
Travel Rule	an obligation for financial institutions and cryptocurrency platforms to collect, retain, and securely transmit identifying information about the sender and recipient

Headings are for convenience only. “Including” means “including without limitation”. A reference to law includes amendments and replacements. The singular includes the plural. An obligation not to do something includes an obligation not to permit it.

3. ELIGIBILITY AND ACCOUNT OPENING

Avonmore may accept or reject any application in its sole discretion, subject to Applicable Law. No Account is opened and no obligation to provide Services arises until Avonmore confirms acceptance and any required preconditions are satisfied.

3.1 Eligibility requirements

• You are at least the age of majority and have legal capacity to enter the Agreement.
• If acting for an entity, the entity is validly existing and you have authority to bind it.
• If you are an entity, you comply with the provisions of Schedule 3.
• You are not located, organised, resident or ordinarily resident in a prohibited jurisdiction and are not a sanctioned or prohibited person.
• Your use of the Services is lawful in every relevant jurisdiction.
• You act for your own account unless Avonmore has expressly approved an agency, intermediary, trustee, broker, nominee or payment-on-behalf model in writing.
• You provide all information and evidence reasonably requested for onboarding, risk assessment and ongoing monitoring.

3.2 Verification and reliance

Avonmore may verify identities, beneficial ownership, control, business activities, source of funds, source of wealth, purpose of transactions, expected activity, wallet ownership, banking details, tax information and other risk factors. Avonmore may use reliable independent sources and Third-Party Providers.

You authorise Avonmore to make enquiries and obtain information reasonably necessary to verify information, manage fraud and financial crime risk, comply with law and protect the Services.

4. SCOPE OF SERVICES

Subject to availability, eligibility, location, limits and any service schedule, Avonmore may provide one or more of the following: conversion between Fiat Currency and Digital Assets; conversion between Digital Assets; receipt and transfer of supported Fiat Currency or Digital Assets; hosted or transaction-specific wallet functionality; payment processing or settlement; and ancillary account, reporting or API functionality.

Avonmore may add, restrict, suspend or discontinue any Supported Asset, Network, jurisdiction, payment method or feature. Availability displayed on a website or platform is not a guarantee that a transaction will be accepted or completed.

4.1 No bank account or deposit

Any fiat balance displayed is an accounting representation of an amount recorded as payable to the Client, subject to settlement, reconciliation, chargeback, legal hold, set-off and the Agreement. It is not a bank deposit, savings account, stored-value deposit or insured deposit unless expressly stated otherwise in a product-specific schedule.

4.2 No credit or yield

Avonmore does not pay interest, staking rewards, yield or other returns unless expressly agreed in a separate product schedule. Avonmore is not required to extend credit, permit negative balances or pre-fund transactions.

5. CLIENT INSTRUCTIONS AND TRANSACTION EXECUTION

Avonmore may rely on any instruction that appears to have been submitted through an Account, API credential, approved communication channel or by an Authorised User. The Client is responsible for the completeness and accuracy of instructions, including beneficiary details, wallet addresses, Networks, asset types and reference information.

An Order is a request, not a guarantee of execution. Avonmore may reject, cancel, delay, split, route or impose conditions on an Order where reasonably necessary for market, liquidity, operational, compliance, fraud, legal, security or risk-management reasons.

5.1 Quotes and acceptance

A quote may be indicative or firm. Unless expressly identified as firm and accepted within its stated validity period, it may change without notice. A transaction becomes binding when Avonmore confirms execution or when it is irreversibly submitted to a relevant Network or Third-Party Provider, whichever occurs first.

Prices may include a spread and may differ from prices displayed by other venues. Slippage may occur between instruction, funding, screening, execution and settlement.

5.2 Finality

Executed Digital Asset transactions are generally irreversible. Avonmore is not obliged to cancel, recall or reverse a transaction. Where a recall or recovery is technically and legally possible, Avonmore may attempt it without guaranteeing success and may charge reasonable costs.

5.3 Limits

Avonmore may impose transaction, velocity, balance, jurisdictional, asset, wallet, counterparty or other limits. Limits may be changed without prior notice where needed for risk management, security, compliance or Third-Party Provider requirements.

6. FIAT PAYMENTS AND SETTLEMENT

6.1 Permitted accounts

Fiat payments must originate from and be returned to an account held in the Client’s name, unless Avonmore has approved a third-party payer or payee in writing after appropriate due diligence. Avonmore may reject or return mismatched, unidentified or third-party funds.

6.2 Settlement and availability

Funds are not available until finally received, reconciled and cleared. Credits shown before final settlement are provisional. Avonmore may reverse a provisional credit if a payment is rejected, recalled, charged back, fraudulent, incorrectly routed or otherwise not finally settled.

Banking cut-off times, correspondent banks, local holidays, compliance reviews and payment network outages can delay settlement. Avonmore is not responsible for delays outside its reasonable control.

6.3 Chargebacks and negative balances

The Client is liable for chargebacks, recalls, reversals, returned payments, fraud losses and related fees attributable to the Client, its counterparties, Authorised Users or payment methods. Avonmore may debit balances, withhold settlement, set off amounts or require immediate reimbursement.

7. DIGITAL ASSET TRANSFERS AND WALLETS

7.1 Supported Networks only

The Client must use only the asset, Network, address format, memo, tag or other routing information specified by Avonmore. Sending an unsupported asset, using the wrong Network, omitting a tag or sending to an incompatible address may result in permanent loss. Avonmore has no obligation to recover incorrectly transferred assets.

7.2 Network confirmations

Avonmore may require a number of Network confirmations before treating a transfer as final. Confirmation requirements may change based on Network conditions, reorganisation risk, transaction value, asset risk and other factors.

7.3 Forks, airdrops and protocol events

Avonmore has no obligation to support forks, airdrops, token migrations, staking distributions, governance rights or similar events. Avonmore may determine, acting reasonably, whether and how to support a protocol event and may suspend transfers before or after it.

7.4 Wallet ownership and screening

Avonmore may require proof that a wallet is controlled by the Client or an approved counterparty. Avonmore may screen wallet addresses and transaction exposure using blockchain analytics and may reject or restrict transactions involving illicit, sanctioned, high-risk, mixer, privacy-enhancing, darknet, fraud, ransomware or other unacceptable exposure.

8. FEES, PRICING AND TAXES

8.1 Fees and spreads

The Client must pay all fees, spreads, Network fees, bank charges, third-party charges and other amounts disclosed in the applicable quote, fee schedule, service schedule or confirmation. Avonmore may deduct amounts from funds or Digital Assets otherwise payable to the Client.

8.2 Taxes

The Client is solely responsible for determining, reporting and paying taxes arising from its use of the Services. Avonmore may withhold or report amounts where required by law. Avonmore does not provide tax advice.

8.3 Set-off

To the extent permitted by law, Avonmore may set off any matured amount owed by the Client against any amount Avonmore owes to the Client, whether in Fiat Currency or Digital Assets. Avonmore may convert assets at a commercially reasonable rate to exercise this right.

9. CLIENT REPRESENTATIONS AND ONGOING OBLIGATIONS

The Client represents and undertakes on a continuing basis that all information provided is complete, accurate and not misleading; the Client and each Authorised User have full authority; funds and Digital Assets are lawfully obtained and beneficially owned or lawfully controlled; transactions have a legitimate economic purpose; and use of the Services complies with Applicable Law.

9.1 Duty to update

The Client must promptly notify Avonmore of changes to ownership, control, directors, Authorised Users, registered address, regulatory status, business model, expected activity, source of funds, banking arrangements, sanctions exposure, tax status, insolvency risk or any other material information.

9.2 Records and cooperation

The Client must maintain records sufficient to demonstrate compliance and must promptly provide information or documents requested by Avonmore, its auditors, banks, liquidity providers or competent authorities, subject to Applicable Law.

10. AML/ATF, SANCTIONS AND REGULATORY CONTROLS

Avonmore is subject to Canadian anti-money laundering and anti-terrorist financing obligations, including client identification, beneficial ownership, record keeping, ongoing monitoring, risk assessment, suspicious transaction reporting, large virtual currency transaction reporting, electronic funds transfer reporting where applicable, and Travel Rule requirements.

The Client acknowledges that Avonmore may collect, verify, retain, analyse and disclose information; monitor transactions and wallet activity; request source of funds or source of wealth evidence; file reports without notice; and decline to disclose the existence or content of a report, investigation or legal request where disclosure is prohibited or inappropriate.

10.1 Travel Rule

For transfers subject to the Travel Rule, the Client must provide complete and accurate originator and beneficiary information. Avonmore may delay, reject, return, restrict or report a transfer if required information is missing, unreliable or inconsistent.

10.2 Sanctions

Avonmore will not knowingly make property or services available in breach of Canadian or applicable international sanctions. The Client must not use the Services for or on behalf of a listed, blocked or sanctioned person, entity, vessel, jurisdiction, wallet or activity, or to evade or circumvent sanctions.

10.3 No tipping-off expectation

Avonmore may be legally restricted from explaining a delay, restriction, disclosure or investigation. A lack of explanation does not create liability or imply that no action has been taken.

11. PROHIBITED AND RESTRICTED USE

The Client must not use or permit the Services to be used for any activity listed in Schedule 2, for any unlawful or deceptive purpose, or in a way that exposes Avonmore or a Third-Party Provider to unacceptable legal, regulatory, financial crime, fraud, reputational, credit or operational risk.

Avonmore may designate activities, assets, jurisdictions or counterparties as prohibited or restricted based on law, banking partner requirements, risk appetite or market conditions. An activity not expressly listed is not automatically permitted.

12. ACCOUNT SECURITY AND AUTHORISED USERS

12.1 Security obligations

The Client must:

• Use strong, unique credentials and all required multi-factor authentication.
• Keep devices, email accounts, API keys, recovery information and credentials secure.
• Limit Authorised User permissions to what is necessary and review them regularly.
• Immediately notify Avonmore of suspected compromise, unauthorised access, fraud or incorrect instructions.
• Independently verify payment and wallet details through trusted channels before submitting high-value transactions.

12.2 Client responsibility

Except to the extent caused by Avonmore’s fraud, wilful misconduct or gross negligence, the Client is responsible for instructions submitted through its Account or by its Authorised Users before Avonmore receives and has a reasonable opportunity to act on a security notification.

13. SUSPENSION, HOLDS, RESTRICTIONS AND REFUSAL

Avonmore may, without prior notice where reasonably necessary, suspend access, place a hold, delay settlement, freeze or restrict assets, reject or return funds, refuse an Order, disable a feature or terminate a relationship if Avonmore reasonably believes this is required or appropriate for legal, regulatory, sanctions, AML/ATF, fraud, security, credit, operational, market integrity, third-party, reputational or risk-management reasons.

Avonmore may maintain a restriction while it conducts enquiries, awaits information, resolves a dispute, responds to a legal request, or determines lawful ownership or disposition of assets. The Client must continue to satisfy payment and cooperation obligations during a restriction.

14. ERRORS, REVERSALS AND COMPLAINTS

14.1 Errors

The Client must review confirmations and statements promptly and notify Avonmore of an alleged error without undue delay and, in any event, within 30 days after the relevant record is made available, unless mandatory law provides a longer period. Failure to notify may prejudice investigation or recovery rights.

14.2 Manifest errors and unjust enrichment

Avonmore may correct a manifest pricing, posting, calculation, technical or administrative error and may reverse or adjust an erroneous credit, provided it acts reasonably and preserves records of the correction. The Client must return assets or value received in error.

14.3 Complaints

Complaints must be submitted to [email protected] with sufficient details and supporting evidence. Avonmore will acknowledge, investigate and respond in accordance with its Complaints Handling Policy and Applicable Law. A complaint does not suspend the Client’s payment obligations.

15. CUSTODY, SAFEGUARDING AND TITLE TO ASSETS

15.1 Operational model disclosure

Avonmore must disclose in the applicable service description whether it acts on a non-custodial, transaction-only, omnibus, segregated, agency or other basis. Unless expressly confirmed in writing, the Client must not assume that assets are held in a legally segregated trust or that insolvency remoteness applies.

Unless expressly stated otherwise in the applicable service description, Avonmore operates on a transaction-only basis and does not provide clients with a deposit, savings or long-term crypto-asset custody service.

Crypto-assets may be received into wallets controlled by Avonmore solely for the purpose of executing an exchange, transfer or settlement requested by the Client. Avonmore may temporarily control such assets while the relevant transaction is being processed.

Client transactions and balances are recorded in Avonmore’s internal systems and reconciled against the relevant blockchain and payment records. Client crypto-assets must not be held in the same wallet addresses as Avonmore’s proprietary crypto-assets.

Fiat funds are received and processed through accounts maintained with third-party banks or payment service providers. Unless expressly confirmed otherwise, fiat funds are not held on trust, are not bank deposits with Avonmore and are not protected by any deposit guarantee scheme.

Avonmore does not use Client assets for its own account, lending, staking, financing or other proprietary purposes unless the Client has expressly agreed to a separate service governed by additional terms.

The legal treatment of Client assets, including their treatment in the event of Avonmore’s or a service provider’s insolvency, may depend on the applicable law, the relevant service structure and the arrangements maintained with wallet, banking and payment service providers.

15.2 Title

As between Avonmore and the Client, beneficial title to Client Assets remains with the Client until transferred, exchanged, paid, applied to fees, set off, lawfully withheld or otherwise disposed of under the Agreement. This clause does not create a trust, security interest or fiduciary duty unless expressly stated in a separate written agreement.

15.3 No deposit insurance

Client Assets are not insured by the Canada Deposit Insurance Corporation, a provincial deposit insurer or any investor protection fund merely because Avonmore is FINTRAC-registered.

16. THIRD-PARTY PROVIDERS AND NETWORKS

Avonmore may use Third-Party Providers and Networks to provide the Services. The Client authorises Avonmore to share information and route funds or Digital Assets as reasonably necessary for execution, compliance, settlement, custody, security and support.

Avonmore will exercise reasonable care in selecting and monitoring material Third-Party Providers, but does not control banks, payment rails, blockchain Networks, validators, miners, liquidity venues, custodians, telecommunications providers or other independent systems. Their terms, outages, insolvency, rejection, delay, error or legal restrictions may affect the Services.

17. INTELLECTUAL PROPERTY AND PLATFORM USE

Avonmore and its licensors retain all rights in the platform, software, documentation, branding, data models, interfaces and content. Avonmore grants the Client a limited, revocable, non-exclusive, non-transferable right to use the Services for lawful internal purposes during the Agreement.

The Client must not copy, reverse engineer, scrape, interfere with, overload, bypass security, test vulnerabilities without permission, resell access, misuse APIs, introduce malicious code, or use the Services to develop a competing product except where mandatory law permits and the right cannot be excluded.

18. PRIVACY, DATA USE AND RECORDS

Avonmore processes personal information in accordance with its Privacy Policy and Applicable Law, including the British Columbia Personal Information Protection Act where applicable and the Personal Information Protection and Electronic Documents Act where applicable to interprovincial or international commercial activities.

Information may be collected from the Client, public sources, affiliates, identity verification services, fraud databases, blockchain analytics providers, financial institutions, counterparties and competent authorities. It may be used for onboarding, service delivery, authentication, fraud prevention, AML/ATF and sanctions compliance, transaction monitoring, dispute resolution, security, analytics, legal claims and regulatory reporting.

Avonmore may retain records for the period required by law and for reasonable additional periods where necessary to establish, exercise or defend legal claims, manage fraud, resolve disputes or comply with legal holds. Records may be processed outside the Client’s province or country, subject to appropriate safeguards and lawful access requirements.

18.1 Electronic monitoring

The Client acknowledges that communications, device information, IP addresses, login activity, transaction metadata and blockchain information may be monitored and recorded for security, compliance and service purposes.

19. RISK DISCLOSURES

The Client acknowledges the risks in Schedule 1 and confirms that it has sufficient knowledge and financial capacity to bear them. Digital Assets are speculative, volatile and may become illiquid or worthless. Transactions may be irreversible, and legal or regulatory treatment can change rapidly.

Avonmore does not guarantee the value, liquidity, legality, tax treatment, functionality, security or continued availability of any Digital Asset, Network or service.

20. WARRANTIES AND DISCLAIMERS

The Services are provided on an “as available” basis. To the maximum extent permitted by law, Avonmore disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, error-free operation and compatibility.

Avonmore does not warrant that an Order will be accepted, executed at a particular price, settled by a particular time, recovered after error, or remain available in any jurisdiction. Nothing in the Agreement excludes a warranty or consumer right that cannot lawfully be excluded.

21. LIABILITY AND INDEMNITIES

21.1 Excluded losses

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, business opportunity, goodwill, anticipated savings or data, whether direct or indirect, except where such exclusion is prohibited by law.

21.2 Liability cap

Subject to section 21.3, Avonmore’s aggregate liability arising from or relating to the Agreement during any 12-month period will not exceed the greater of the fees paid by the Client to Avonmore during the six months immediately preceding the event giving rise to the claim. This cap does not apply to amounts that cannot lawfully be limited.

21.3 Non-excludable liability

Nothing limits liability for fraud, fraudulent misrepresentation, wilful misconduct, gross negligence, death or personal injury caused by negligence, breach of confidentiality or data protection obligations to the extent non-excludable, or any other liability that cannot be limited by law.

21.4 Client indemnity

The Client will indemnify Avonmore and its officers, directors, employees and agents against reasonable losses, claims, penalties, chargebacks, costs and expenses arising from the Client’s breach of the Agreement, unlawful activity, inaccurate instructions, infringement of third-party rights, activity of Authorised Users, or failure to conduct required due diligence on End-Users or counterparties, except to the extent caused by Avonmore’s fraud, wilful misconduct or gross negligence.

22. TERM AND TERMINATION

22.1 Termination by Client

The Client may request closure at any time by giving written notice, subject to completion of pending transactions, payment of amounts due, withdrawal or return of remaining assets, and any legal or compliance restrictions.

22.2 Termination by Avonmore

Avonmore may terminate the Agreement on 30 days’ written notice for convenience. Avonmore may terminate immediately for breach, illegality, sanctions or financial crime risk, fraud, security risk, insolvency, non-payment, failure to provide information, unacceptable risk, prolonged inactivity, loss of a required banking or service arrangement, or regulatory direction.

22.3 Consequences

On termination, rights to use the Services cease, amounts owed become immediately due, and Avonmore may complete or cancel pending transactions. Subject to law, set-off, fees, ownership disputes and required checks, Avonmore will return remaining Client Assets to a verified account or wallet in the Client’s name. Clauses intended by their nature to survive will remain in force.

23. COMMUNICATIONS AND ELECTRONIC CONTRACTING

The Client consents to electronic contracting, records, notices, statements and disclosures. Notices may be sent through the platform, to the Client’s registered email address, or by other agreed electronic means. The Client must keep contact information current and monitor communications.

Electronic records and signatures have the same effect as paper records and wet-ink signatures to the extent permitted by law. Avonmore may record telephone or electronic communications for evidence, quality, security and compliance purposes.

24. CHANGES TO THESE TERMS

Avonmore may amend these Terms from time to time. Updated Terms will be published on the Website or made available through the Platform and will take effect on the date specified.

Avonmore is not required to provide individual notice of non-material or beneficial changes. Where a change materially and adversely affects the Client’s rights, Avonmore will provide reasonable prior notice where practicable.

Changes may take effect immediately where required by law, regulation, security, fraud prevention, market conditions, operational requirements or a Third-Party Provider.

Continued use of the Services after the effective date constitutes acceptance of the updated Terms. If the Client does not agree, it must stop using the Services and request account closure, subject to any outstanding obligations.

25. CONFIDENTIALITY

Each party must protect the other party’s non-public confidential information and use it only for the Agreement. Disclosure is permitted to personnel, professional advisers, affiliates, Third-Party Providers, banks, insurers, auditors, potential acquirers and authorities on a need-to-know basis and subject to appropriate duties or legal authority.

Confidentiality does not apply to information that is public without breach, independently developed, lawfully received without restriction, or required to be disclosed by law. Avonmore is not required to notify the Client of a disclosure where notice is prohibited or could prejudice an investigation.

26. FORCE MAJEURE

Neither party is liable for delay or failure caused by events beyond its reasonable control, including cyber incidents, utility or internet failure, Network congestion or reorganisation, market closure, bank or payment rail failure, labour dispute, natural disaster, epidemic, war, terrorism, civil unrest, government action, sanctions, legal change or failure of a material Third-Party Provider. This does not excuse payment obligations already due.

27. GOVERNING LAW AND DISPUTES

27.1 Governing law

The Agreement and any non-contractual dispute are governed by the laws of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-law rules, unless mandatory consumer or local law requires otherwise.

27.2 Good-faith resolution and courts

Before commencing proceedings, a party should give written notice describing the dispute and allow at least 20 Business Days for good-faith resolution, except where urgent injunctive relief, limitation periods, asset preservation or regulatory obligations require earlier action.

Subject to mandatory law, the courts located in Vancouver, British Columbia have exclusive jurisdiction. Each party waives objections based on venue or inconvenient forum.

28. GENERAL PROVISIONS

The Agreement is the entire agreement on its subject matter and supersedes prior discussions. The Client may not assign it without Avonmore’s prior written consent. Avonmore may assign or novate it to an affiliate or successor in connection with a restructuring, financing, merger, acquisition or sale of business, subject to Applicable Law.

If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder continues. Failure to enforce a right is not a waiver. No person other than the parties and permitted successors has enforcement rights. Nothing creates a partnership, joint venture, agency, trust, fiduciary or employment relationship.

The English version prevails over translations unless mandatory law provides otherwise. Counterparts and electronic signatures are valid.

SCHEDULE 1 – DIGITAL ASSET RISK DISCLOSURE

S1.1 Volatility and total loss

Digital Asset prices may move rapidly and unpredictably. A Supported Asset may lose most or all of its value.

S1.2 Liquidity and execution

There may be insufficient liquidity to execute an Order at the expected price or at all. Slippage and partial execution may occur.

S1.3 Irreversibility

Blockchain transactions are generally irreversible. Incorrect addresses, Networks, tags or compromised credentials may cause permanent loss.

S1.4 Technology and cybersecurity

Software defects, wallet compromise, phishing, malware, key loss, smart-contract vulnerabilities, cyberattacks and infrastructure failure may cause loss or delay.

S1.5 Network and protocol risk

Forks, attacks, validator behaviour, congestion, fee spikes, protocol changes, reorganisation and governance decisions may affect an asset or transaction.

S1.6 Stablecoin risk

A stablecoin may lose its peg, face redemption limits, reserve shortfalls, issuer insolvency, banking disruption, freezing or legal restrictions.

S1.7 Custody and counterparty risk

Custodians, banks, liquidity providers and other counterparties may fail, become insolvent, freeze assets or experience operational incidents.

S1.8 Legal and regulatory risk

Laws, sanctions, tax treatment and regulatory classifications may change, potentially restricting, delaying or prohibiting Services or assets.

S1.9 Fraud and financial crime

Digital Assets may be associated with scams, ransomware, theft, market manipulation, mixers, darknet markets and sanctioned persons. Screening cannot eliminate all risk.

S1.10 No insurance or compensation

Unless expressly stated, Digital Assets and fiat balances are not protected by deposit insurance, investor compensation or a government guarantee.

S1.11 Tax risk

Transactions may create reporting and tax obligations. Treatment may be uncertain and varies by jurisdiction.

S1.12 Operational holds

Compliance reviews, banking delays, ownership disputes or legal orders may delay access to funds or assets for an uncertain period.

CLIENT ACKNOWLEDGEMENT: By using the Services, the Client confirms that it understands and accepts these risks and will not transact more than it can afford to lose.

SCHEDULE 2 – PROHIBITED ACTIVITIES

• Money laundering, terrorist financing, sanctions evasion, proliferation financing or structuring transactions to avoid reporting or verification requirements.
• Fraud, scams, impersonation, phishing, account takeover, deceptive practices, stolen property or proceeds of crime.
• Ransomware, malware, darknet markets, illicit marketplaces, stolen credentials, hacking services or cybercrime.
• Use of mixers, tumblers, obfuscation services or privacy-enhancing mechanisms where Avonmore determines the risk is unacceptable.
• Transactions involving sanctioned, blocked, prohibited or high-risk persons, jurisdictions, wallets, vessels or entities.
• Unlicensed or unlawful financial services, securities activity, gambling, lending, remittance, payment processing, crowdfunding or money transmission.
• Unlawful weapons, controlled substances, human trafficking, exploitation, illegal pornography or other serious criminal activity.
• Market manipulation, wash trading, spoofing, insider dealing, fraudulent token issuance or misleading promotion.
• Third-party payments, nominee arrangements, pass-through activity or payment-on-behalf models not disclosed and approved in writing.
• Use that infringes intellectual property, privacy, consumer protection or other third-party rights.
• Any activity inconsistent with information provided during onboarding or outside the approved business model and expected transaction profile.
• Any attempt to circumvent limits, controls, screening, geographic restrictions, or a suspension or termination decision.

Avonmore may approve certain restricted activities subject to enhanced due diligence, specific controls and written conditions. Approval may be withdrawn at any time where the risk changes.

SCHEDULE 3 – CORPORATE CLIENT PROVISIONS

S3.1 Authority

The entity confirms that all constitutional, board, shareholder and regulatory approvals necessary to enter the Agreement and conduct transactions have been obtained.

S3.2 Authorised Users

The entity is responsible for appointing, removing and supervising Authorised Users and for maintaining an up-to-date authority matrix. Avonmore may require dual approval or call-back verification.

S3.3 Beneficial ownership

The entity must disclose direct and indirect ownership and control, trustees, settlors, protectors, beneficiaries, partners and other relevant persons, and promptly report changes.

S3.4 End-Users and counterparties

Where the Client serves End-Users or processes payments, it must maintain appropriate onboarding, AML/ATF, sanctions, fraud, transaction monitoring and record-keeping controls and provide evidence on request.

S3.5 No undisclosed agency

The Client must not act as agent, broker, intermediary, nominee, trustee or payment processor unless expressly approved in writing.

S3.6 Audit and assurance

For higher-risk or regulated clients, Avonmore may request policies, independent audit or testing reports, licences, transaction samples and evidence of remediation.

S3.7 Reliance and outsourcing

Any reliance on agents, introducers or outsourced service providers remains the Client’s responsibility unless lawfully transferred under a specific written arrangement.

S3.8 Financial condition

The Client must notify Avonmore of insolvency, creditor protection, material litigation, regulatory investigation, loss of licence, material cyber incident or other event that may affect its ability to perform.