TERMS AND CONDITIONS – Remittances Hub Enterprises Canada Ltd (“RHUB”)

RHUB is a Company incorporated under the Business Corporations Act atVictoria, British Columbia, Canada, with incorporation number BC1399923,having its registered office at 445 Banks Road, Office Number 8, Kelowna, BC V1X6A2, Canada. RHUB is authorised by The Financial Transactions and ReportsAnalysis Centre of Canada (FINTRAC) to provide money services.

Contracting Parties and Scope of Services

By using the Services, you (the “User”) agree to these Terms with RHUB. To theextent that a transaction is processed or fulfilled by a RHUB Correspondent, youalso enter into a direct contractual relationship with that RHUB Correspondentfor the provision of regulated services in the applicable corridor. Certain corridorsor payment services are provided directly to Users by one or more RHUBCorrespondents under these Terms. RHUB and its Correspondents cooperate todeliver cross-border payment and related services, but each acts independentlyunder its respective regulatory authorizations and licenses.

To enable this functionality and use our services, you must accept these Terms ofUse. These Terms of Use (“Terms”) govern your access to and use of thepayment, FX, wallet, and related services (the “Services”) provided by RHUB,using underlying services provided by RHUB Correspondents.

By accessing or using the Services, you agree to be bound by these Terms, as wellas RHUB or the applicable RHUB Correspondent’s Privacy Policies and anyadditional policies referenced herein, including the Acceptable Use Policy.

Definitions

FOR THE PURPOSES OF THE T&CS, THE FOLLOWING TERMS SHALL HAVE THEFOLLOWING MEANINGS:

“Applicable Regulations” means all laws and regulations from time to time inforce relating directly or indirectly to the provision of money services including,without limitation, the Financial Transactions and Reports Analysis Centre ofCanada (FINTRAC) Regulations, as amended from time to time;
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“Beneficiary” means the beneficiary identified by Client in the Instruction;
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“Beneficiary Account” means the bank account / mobile wallet (as the casemay be) shown on an Instruction which is the account to which the Pay-outCurrency is to be sent by RHUB via RHUB Correspondents;
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“Client” means a person or corporate entity or a customer whom RHUB hasaccepted as their client in accordance with Client Verification Procedures, andwho has agreed to be bound by the T&Cs;
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“Client Verification Procedures” means RHUB’s anti-money laundering andknow your client verification processes;
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“Confirmation” means RHUB’s confirmation of the Transaction having beenexecuted;
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“Foreign Exchange” means (in respect of an Instruction where the Pay-inCurrency is different from the Pay-out currency) the exchange of a given amountof the Pay-in Currency for a given amount of the Pay-out Currency);
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“Instruction” is an instruction, including electronic instruction, from Client toRHUB to execute a Transaction;
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“Transaction” means a money transmission initiated by RHUB via RHUBCorrespondents based on the Instruction, by electronic transfer to a BeneficiaryAccount /wallet;
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“Pay-in Currency” means the currency paid by Client to RHUB into a RHUBaccount prior to initiating an Instruction;
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“Pay-out Currency” means the currency used for the pay-out to Beneficiary forsuch amount as shown in the Instruction;
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“Services” means the money transmission service provided by RHUB throughRHUB Correspondents in accordance with these T&Cs; for corridors fulfilled by aRHUB Correspondent, that Correspondent provides the relevant regulatedservices directly to the User under these Terms.
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“RHUB Correspondents” means regulated financial institutions or licensedpayment service providers that process specific transactions or hold funds inwallets directly for Users under these Terms, including, without limitation, VeemInc. and Veem Payments Inc., and such other correspondents as RHUB maydesignate from time to time.
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“Working Day” is a day when clearing banks of RHUB or the applicable RHUBCorrespondent are open for business;
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“Working Hour” is an hour during a Working Day.
1. Unless the context otherwise requires, references to the singular includethe plural.
2. The headings contained in these T&Cs are for convenience only and donot affect their interpretation.

1. Services Overview
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   1. Payment Services. RHUB and the RHUB Correspondents each performpayment services in accordance with applicable regulatory requirements intheir respective jurisdictions. Depending on the jurisdiction, a RHUBCorrespondent may provide such services under its own license or under a lawful exemption from licensing. For any transaction routed to a RHUBCorrespondent, that Correspondent provides the applicable paymentservice directly to you (for example, money transmission, pay-in/pay-out, orforeign exchange) under these Terms, and RHUB coordinates the combinedservice experience. RHUB is not a bank and does not provide traditionalbanking services.
   2. Wallet Services. The wallet functionality available through the Services(the “Wallet”) permits you to hold a balance of funds that may be used tosend payments, transfer to your linked bank account, or use for otherauthorized transactions. Depending on the payment corridor andjurisdiction, the Wallet Services may be provided directly by RHUB or by aRHUB Correspondent (such as Veem Inc, Veem Payments Inc or such othercorrespondents.) in accordance with applicable regulatory requirements.References to the “RHUB Wallet” include wallet services delivered by anyRHUB Correspondent on behalf of, or in coordination with, RHUB.
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      • Custody: Wallet funds are held in segregated accounts establishedfor the benefit of users and may be commingled. You are thebeneficial owner of your wallet funds.
      • FDIC Eligibility: RHUB is not an FDIC-insured depository institution.Wallet funds are held with banks in the United States or otherjurisdictions of RHUB Correspondents and may be eligible for FDICpass-through insurance subject to applicable rules and limits.
      • No Interest: You will not receive interest on wallet balances.

2. User Accounts
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   1. Eligibility: You must be at least 18 years old (or the age of majority inyour jurisdiction) and a legal resident of a country where RHUB orRHUB Correspondents operates. Businesses must be duly organizedand authorized to conduct business.
   2. Registration: You must provide accurate and verifiable information,including identity and business details. Applicable laws ofjurisdictions in which RHUB or the applicable RHUB Correspondentoperates, requires verification of certain information before youraccount is fully active.
   3. Identity Authentication: You authorize RHUB or the applicable RHUBCorrespondent, directly or through third parties, to verify your identityand business information. This may include requestingdocumentation, credit reports, or database checks.
   4. Continuing Validation: RHUB and may request updated informationat any time, including details on beneficial owners, principals, orbusiness activities. Failure to comply may result in suspension ortermination.
   5. Business Representatives: If you register on behalf of a business, yourepresent that you have authority to bind the business. RHUB mayrequest documentation of such authority.
   6. Account Responsibility: You are responsible for all activity under youraccount, including by representatives or authorized users.
   7. Security: You must safeguard your login credentials. Notify usimmediately of unauthorized access.

3. Using the Services
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   1. Funding: You may fund transactions through bank transfers, or walletbalance
   2. Sending & Receiving: You may use the Services to pay for or receivepayments related to goods and services, as well as for documentedintercompany transfers between affiliated entities. All transfers mustbe properly documented, lawful, and compliant with these Terms, theAcceptable Use Policy, and applicable law.
   3. Payment Reviews: RHUB or the applicable RHUB Correspondent mayplace a hold, delay, or cancel a payment pending review for fraud,money laundering, sanctions, or other compliance reasons.
   4. Refused & Refunded Transactions: A receiver is not required toaccept a payment. Unclaimed or refused payments will be returnedwithin a reasonable time.
   5. Errors & Unauthorized Transactions: You must review your accountactivity and notify RHUB of errors or unauthorized transactionspromptly. RHUB will investigate and correct processing errors but isnot responsible for unauthorized use of your credentials prior to yournotice.
   6. Funds in Settlement Process: RHUB or the applicable RHUBCorrespondent may hold funds in settlement in segregated orcustodial accounts for the benefit of users. These funds are notcorporate assets and are not available to RHUB or the applicableRHUB Correspondent’ creditors.
   7. Refunds & Reversals: Payments may be reversed for insufficientfunds, fraud, disputes, or errors. Refunds will be returned to theoriginal source or Wallet.
   8. Instant Deposit: If available, settlement speed depends on your bank.Fees apply.
4. Fees.
   
    All fees, including transaction fees, wallet withdrawal fees, FX fees, andother applicable charges, will be disclosed at the time of transaction or publishedon RHUB’s term sheet /service agreement . Fees improperly charged as a resultof RHUB’s error shall be fully refundable.

5. Prohibited Use.
   
   You may not use the Services, including the Wallet, for anyactivities that are illegal, fraudulent, abusive, or otherwise prohibited by RHUB orthe applicable RHUB Correspondent. Without limitation, you may not:

   1. Illegal Activities: Use the Services for any unlawful purpose or inviolation of any applicable law, regulation, or governmentalrequirement, including laws relating to money laundering, terroristfinancing, sanctions, bribery, corruption, consumer protection, andfraud.
   2. Prohibited Businesses and Industries: Use the Services in connectionwith any industry, business type, or activity identified as prohibited inRHUB or the applicable RHUB Correspondent Acceptable Use Policy,as updated from time to time and incorporated by reference intothese Terms.
   3. Sanctions and Embargoes: Use the Services in or for the benefit of acountry, entity, or person embargoed, restricted, or blocked by anygovernment, including OFAC lists.
   4. Unauthorized Third-Party Transactions: Use the Services to transmitor receive funds on behalf of undisclosed or unauthorized thirdparties.
   5. Consumer or Personal Use: Use the Services for personal, family, orhousehold purposes where your account is registered for businessuse.
   6. Circumvention of Controls: Attempt to bypass, evade, or interferewith RHUB’s monitoring, transaction limits, or security measures.
   7. Transactions with Unknown or Untrusted Parties: Conducttransactions with individuals or entities you do not know orreasonably trust.
   8. Deceptive or Harmful Conduct: Use the Services in a way that isdeceptive, misleading, unfair, abusive, defamatory, obscene, orotherwise harmful to RHUB or the applicable RHUB Correspondent,its users, or third parties.

6. RHUB or the applicable RHUB Correspondent’ Rights

   1. Suspension/Termination: RHUB or the applicable RHUBCorrespondent may suspend or terminate accounts for complianceor security reasons. RHUB or the applicable RHUB Correspondentshall not be liable for any losses caused by such a suspension ortermination.
   2. Security Interest & Setoff: RHUB or the applicable RHUBCorrespondent may offset amounts owed from your Wallet orincoming funds, and you grant RHUB a security interest in Walletfunds.
   3. Collection: You remain liable for negative balances, reversals, andfees.
   4. Changes to Services: RHUB or the applicable RHUB Correspondentmay change, suspend, or discontinue any part of the Services at anytime, with or without notice.
7. Privacy and Intellectual Property.
   
   Privacy: Use of the Services is subject to RHUB’s privacy policy and when atransaction is fulfilled by a RHUB Correspondent, that Correspondent’sprivacy policy and regulatory disclosures also apply and are incorporatedby reference.
   
   Intellectual Property: All rights in RHUB or the applicable RHUBCorrespondent software, website, and technology remain with respectivelicensors. You are granted no license except as needed to use the Services.

8. Legal Terms

   1. Relationship of the Parties: RHUB and each RHUB Correspondent areindependent entities. Nothing in these Terms creates an agency,partnership, or employment relationship between RHUB and anyRHUB Correspondent. Each is responsible for its own licensing,compliance, and regulatory obligations and provides its servicesdirectly to the User as applicable under its regulatory authority.
   2. Third-Party Beneficiary; Enforcement: Each RHUB Correspondent thatprocesses or fulfills a transaction is an intended third-partybeneficiary of these Terms as they relate to that transaction and mayenforce these Terms directly against the User to the extent necessaryto provide, settle, or reverse the transaction.
   3. Indemnification. You agree to defend, indemnify, and hold harmlessRHUB and RHUB Correspondents, its affiliates, officers, directors, employees, agents, and service providers (“Parties”) from andagainst any claim, demand, loss, liability, damage, cost, or expense(including reasonable attorneys’ fees) arising out of or related to:
      
      • your breach of these Terms or violation of applicable law;
      • your use of the Services, including any transactions you submit;
      • your obligation to pay fees or other amounts owed to RHUB or thirdparties;
      • negligence, fraud, or willful misconduct by you, your employees,contractors, agents, or representatives;
      • any third-party claim relating to goods or services you offer, sell, orpurchase using the Services, or to data or content you provide.
   4. Limitation of Liability. To the maximum extent permitted by law, RHUBor the applicable RHUB Correspondents Parties are not liable for anyindirect, punitive, incidental, special, consequential, or exemplarydamages, including without limitation lost profits, lost revenue, lostbusiness opportunity, loss of data, or damages arising from hacking,tampering, unauthorized access, system interruptions, delays,transmission failures, software bugs, viruses, or the actions or omissions ofthird parties. RHUB’s total cumulative liability to you is limited to thegreater of: the total fees actually paid to RHUB by you in the three (3)months preceding the event giving rise to the claim; or five hundred dollars($500), in addition to refunding the affected transfer amount and any RHUBCorrespondents fees directly charged on that transaction. Theselimitations apply regardless of the legal theory of liability and even if Veemhas been advised of the possibility of such damages.
   5. Disclaimer of Warranties. The Services are provided “AS IS” withoutwarranties of any kind, express or implied.
   6. Dispute Resolution and Arbitration.
      
      6.1 This Agreement shall be governed by and construed in accordancewith the laws of Canada, without regards to conflicts of law’s provisions.
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      6.2 The Parties shall endeavour to settle all Disputes by negotiation. Ifsuch negotiations last for more than thirty (30) Business Days, the Disputemay be escalated by either Party, as follows:
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      (a) For mediation in accordance with the CEDR Model Mediation Rulesas then in force (and those Rules are deemed to be incorporated byreference into this Article); and
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      (b) If the Dispute is not settled by mediation within thirty (30) BusinessDays of the start of the mediation, for arbitration in accordance with theCEDR Arbitration Rules then in force (and those Rules are deemed to beincorporated by reference into this Article). The number of arbitrators shallbe one (1) and the seat of arbitration shall be in British Columbia , Canada.
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      (c) Each party shall bear its own expenses of such dispute resolutionsubject to Arbitrator’s award.
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      All mediation and/or arbitration proceedings (including anycorrespondence) shall be in English.
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      6.3 The Parties shall keep all negotiations, mediation and arbitrationstrictly confidential (unless expressly agreed to the contrary in writing) andall information, documents and other materials disclosed in the course ofthe negotiations or the mediation or arbitration proceedings shall be usedsolely for the purpose of those negotiations and proceedings.
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   7. Governing Law. These T&Cs, any Instruction issued thereunder aregoverned by, and shall be construed in accordance with the substantivelaws of Canada and the parties hereto submit to the exclusive jurisdictionof the Canada courts.
   8. Miscellaneous.
      
      • Force Majeure: RHUB or the applicable RHUB Correspondent are notliable for delays or failures beyond its control, including naturaldisasters, labor disputes, telecommunications failures, or acts ofgovernment.
      • Taxes: You are responsible for determining and remitting applicabletaxes. RHUB or the applicable RHUB Correspondent does notcalculate, collect, or remit taxes on your behalf.
      • Assignment: You may not assign these Terms without RHUB’sconsent. RHUB may assign at any time.
      • Entire Agreement: These Terms, together with referenced policies,constitute the entire agreement.
      
9. Notices
   
   To You: RHUB may provide notices by email, electronic posting, or mail.
   
   To RHUB: Legal notices must be sent to: 445 Banks Road, Office Number 8,Kelowna, BC V1X 6A2, Canada
   
   Effective Date: immediately applicable on use of RHUB or the applicable RHUBCorrespondents services.