# End User Agreement

Last updated: 10 April 2026

This End User Agreement (the "Agreement") is a binding contract between you (the "End User", "you" or "your") and Align Payments Ltd, a money services business registered with the Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC") ("Align Payments", "Align", "we", "us" or "our"). Align Payments is the contracting party in respect of this Agreement and is the regulated provider of the Align Services described herein.

For information only: Align Payments is a wholly owned subsidiary of Align Labs Ltd, a company incorporated in England and Wales (Company No. 14583880, registered office: 90a High Street, Berkhamsted, Hertfordshire, HP4 2BL, United Kingdom). Align Labs Ltd is the parent company of the group and the owner and licensor of the Align application programming interface and related technology. Align Labs Ltd does not provide any regulated financial services to End Users, is not a party to this Agreement, and has no contractual, custodial, fiduciary or other obligation to you in respect of any Order. All references in this Agreement to "Align" mean Align Payments Ltd only.

Align Payments delivers the Align Services together with a network of financial institutions and payment service providers that are licensed in the appropriate jurisdictions (each a "Delivery Partner"). Nothing in this Agreement requires Align Payments to offer services in any jurisdiction in which it is unlawful for it to do so.

Align does not market the Services directly to End Users. Instead, Align provides an application programming interface and routing infrastructure (the "Align Services") to businesses that integrate the Align Services into their own products and services (each a "Developer"). When you use a Developer's product to send, receive, convert or settle value through Align, you are an End User of the Developer and you become party to this Agreement directly with Align Payments. Developers are independent businesses; they are not agents, mandataries, representatives or franchisees of Align Payments, and they do not perform any regulated money services business activity on behalf of Align Payments. You must accept this Agreement before any Order you submit can be processed.

You may accept this Agreement programmatically, including through an application programming interface call routed via your Developer's integration that captures and transmits your assent, by clicking an "I accept" button presented to you, by submitting an Order, or by any other method that records your assent. Each such acceptance constitutes your electronic signature and your agreement to be bound by this Agreement and by Align Payments' Privacy Policy, which is incorporated herein by reference. The Developer's role in capturing or transmitting your acceptance is a technical one and does not make the Developer a party to this Agreement or an agent, mandatary or representative of Align Payments.

IMPORTANT NOTICES. PLEASE READ CAREFULLY.

(1) NON-CUSTODIAL SERVICES. ALIGN DOES NOT PROVIDE CUSTODY, HOSTED WALLETS, CUSTOMER ACCOUNTS, DEPOSITS, STORED BALANCES OR WITHDRAWAL FUNCTIONALITY TO END USERS. YOU MUST PROVIDE AND CONTROL YOUR OWN WALLET AND PAYOUT DESTINATION.

(2) FINALITY. ORDERS ARE FINAL ONCE SETTLED. YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY OF SETTLEMENT DETAILS YOU OR YOUR DEVELOPER PROVIDE.

(3) AML AND SANCTIONS COMPLIANCE. ALIGN PAYMENTS IS A REGULATED MONEY SERVICES BUSINESS AND IS REQUIRED BY LAW TO VERIFY YOUR IDENTITY, CONDUCT ONGOING MONITORING OF YOUR USE OF THE ALIGN SERVICES, AND FILE PRESCRIBED REPORTS WITH FINTRAC AND OTHER COMPETENT AUTHORITIES.

(4) ELECTRONIC COMMUNICATIONS. YOU CONSENT TO RECEIVE ALL DISCLOSURES AND COMMUNICATIONS RELATING TO THE ALIGN SERVICES IN ELECTRONIC FORM, DELIVERED THROUGH YOUR DEVELOPER OR DIRECTLY BY ALIGN.

## 1. Definitions

In this Agreement, capitalised terms have the meaning given below or as defined in the body of this Agreement:

"Applicable Law" means all laws, statutes, regulations, rules, orders, directives, sanctions regimes and binding guidance of any governmental, regulatory or self-regulatory authority applicable to Align Payments or to the Align Services, including, without limitation, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act ("PCMLTFA") and its regulations, the Criminal Code (Canada), the Special Economic Measures Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Canada), the United Nations Act (Canada), applicable provincial consumer protection and money services business legislation, and any equivalent or successor laws of any other relevant jurisdiction.

"Compliance Hold" means a restriction placed on an Order or related settlement flow by Align or a Delivery Partner where required to comply with Applicable Law, sanctions screening, AML/CTF obligations, fraud prevention controls, the Travel Rule, or a lawful request from a competent authority, including while verifying information or completing screening.

"Connected Account" means a bank account, payment account, or other fiat funding or payout destination identified by you or by your Developer for the purpose of funding Orders or receiving the proceeds of Orders.

"Cryptocurrency Wallet" means a self-directed or third-party digital asset wallet identified by you or by your Developer for the purpose of sending or receiving Digital Assets in connection with Orders. For the avoidance of doubt, no Cryptocurrency Wallet is provided, hosted, custodied or controlled by Align.

"Delivery Partner" means an independent third party engaged by Align Payments on arm's length terms to facilitate specific execution or settlement steps in connection with Orders, including (a) licensed financial institutions, payment service providers, virtual asset service providers, exchanges and custodians; and (b) technology, infrastructure, analytics and other service providers. For the avoidance of doubt, no Delivery Partner is an agent, mandatary, branch, employee or representative of Align Payments for the purposes of subsection 9.31(1) of the PCMLTFA or otherwise, and each Delivery Partner provides its services in its own name and, where applicable, under its own regulatory authorisations.

"Developer" means the business that has integrated the Align Services into its own product or service and through which you access and use the Align Services.

"Digital Asset" means any cryptocurrency, virtual currency, stablecoin or other digital representation of value that is recorded on a distributed ledger or blockchain and that is supported by Align from time to time.

"FINTRAC" means the Financial Transactions and Reports Analysis Centre of Canada.

"Fiat Currency" means any government-issued currency that is designated as legal tender in its country of issue.

"KYC" and "KYB" mean Know Your Customer and Know Your Business identity verification, due diligence and ongoing monitoring procedures, including, where applicable, Enhanced Due Diligence ("EDD").

"Order" means an instruction submitted to Align (directly or through your Developer) to buy, sell, convert, transfer, route or otherwise move Fiat Currency or Digital Assets in connection with the Align Services.

"Operational Routing Wallet" means a blockchain address or wallet controlled by Align or a Delivery Partner and used solely as a technical step to route, execute and settle a specific Order. Operational Routing Wallets are not allocated to any End User, do not represent any End User balance, are not accessible by End Users and are not made available for deposit, storage or later withdrawal.

"Personal Information" has the meaning given in Align Payments' Privacy Policy and, where relevant, the meaning given to "personal information" under the Personal Information Protection and Electronic Documents Act (Canada) ("PIPEDA") and equivalent provincial privacy legislation.

"Restricted Jurisdiction" means any country, territory, region or part thereof in respect of which Align Payments does not provide, or determines in its sole discretion not to provide, the Align Services from time to time. Align Payments maintains the list of Restricted Jurisdictions and may update it at any time without prior notice. A jurisdiction may be designated as restricted for any reason Align Payments considers appropriate, including sanctions, FATF high-risk or monitoring status, elevated financial crime risk, banking partner or Delivery Partner restrictions, absence of appropriate licensing or regulatory coverage, or operational, legal or reputational considerations.

"Sanctions Lists" means any of the the consolidated lists of designated persons and entities maintained by FINTRAC, Global Affairs Canada, the Office of the Superintendent of Financial Institutions, the Office of Foreign Assets Control of the U.S. Department of the Treasury, His Majesty's Treasury (UK), the European Union and the United Nations Security Council, in each case as updated from time to time.

"Settlement Infrastructure" means bank, payment, blockchain or partner infrastructure used solely to facilitate settlement steps between regulated counterparties and Delivery Partners in connection with a specific Order. Settlement Infrastructure is not an End User account, does not create any account relationship with Align, and you acquire no legal or beneficial entitlement to any balance within such infrastructure.

"Stablecoin" means a Digital Asset designed to maintain a stable value by reference to a Fiat Currency or other reference asset.

"Travel Rule" means the obligations under the PCMLTFA and equivalent laws requiring originator and beneficiary information to accompany electronic funds transfers and virtual currency transfers above prescribed thresholds.

## 2. Eligibility

2.1 To use the Align Services as an End User, you must: (a) be at least 18 years of age and have full legal capacity to enter into this Agreement; (b) if you are acting on behalf of a legal entity, be duly authorised to bind that entity to this Agreement, in which case "you" refers to both you personally and to the entity; (c) have successfully completed any KYC, KYB and (where required) EDD checks requested by Align or its Delivery Partners; (d) not be ordinarily resident, located, established or incorporated in a Restricted Jurisdiction; and (e) not be a person designated on any Sanctions List, nor owned or controlled by, nor acting on behalf of, any such person.

2.2 Align may add to, remove from or otherwise update the list of Restricted Jurisdictions at any time, with or without notice to you, in order to comply with Applicable Law or with the requirements of its Delivery Partners.

2.3 You represent and warrant that all information provided by you for KYC, KYB and EDD purposes is true, accurate, complete and current. You acknowledge that Align Payments conducts its own independent identity verification, due diligence and ongoing monitoring of you as an End User and does not rely on any Developer to perform any such function. Where a Developer's integration is used as a technical means to transmit information from you to Align Payments, such transmission is carried out at your direction and for your convenience, and does not constitute the performance of any regulated function by the Developer on behalf of Align Payments.

## 3. Acceptance through the Developer; Relationship of the Parties

3.1 You access the Align Services through one or more access channels made available by Align Payments from time to time, which may include (a) integrations operated by a Developer, (b) direct products operated by Align Payments (including any neobank, dashboard, or over-the-counter ("OTC") service), or (c) any other access channel that Align Payments may introduce. Where you access the Align Services through a Developer, the Developer is responsible for the user interface, customer support, fee disclosures, and the commercial relationship with you, and Align Payments is responsible for the regulated execution and settlement of Orders in accordance with this Agreement and Applicable Law. Where you access the Align Services through a direct Align Payments product, Align Payments is responsible for both the user interface and the regulated execution and settlement of Orders. In neither case does Align Payments establish, open, or maintain any account, hosted wallet, deposit relationship, or stored balance for you except as expressly described in the terms applicable to the relevant access channel.

3.2 By submitting an Order through the Align Services - whether directly, through a Developer's interface or API integration, through a direct Align Payments product, or through any other access channel - you accept and agree to be bound by this Agreement. Your acceptance may be evidenced by an API call, a click-through, a digital signature, a recorded affirmation captured through the relevant access channel, or any other reliable method of recording assent. Each Order you submit reaffirms your acceptance of the then-current version of this Agreement. For the avoidance of doubt, where you access the Align Services through a Developer, the Developer does not submit Orders on behalf of Align Payments, and the routing of your instructions through the Developer's technical integration does not make the Developer an agent, mandatary, or representative of Align Payments.

3.3 Relationship of the parties; no agency. Nothing in this Agreement creates any partnership, joint venture, employment, franchise, fiduciary, custodial or trust relationship between you and Align Payments. In particular, and for the avoidance of doubt:

* no Developer is an agent, mandatary, representative, nominee, employee, branch, franchisee or authorised person of Align Payments for any purpose, including for the purposes of subsection 9.31(1) of the PCMLTFA or the regulations made thereunder;
* no Developer conducts any money services business activity, customer identification, customer due diligence, enhanced due diligence, sanctions screening, beneficial ownership determination, third-party determination, transaction monitoring, recordkeeping or regulatory reporting on behalf of Align Payments, and Align Payments does not rely on any Developer for the performance of any such function;
* Developers are independent businesses that have integrated the Align Services into their own products and services and have their own direct contractual relationship with you, and neither Align Payments nor any Developer holds the other out as an agent or representative of the other;
* each Delivery Partner is an independent regulated or licensed third-party service provider engaged by Align Payments on arm's length terms to facilitate specific execution or settlement steps. No Delivery Partner is an agent or mandatary of Align Payments for the purposes of subsection 9.31(1) of the PCMLTFA, and no Delivery Partner conducts any regulated activity of Align Payments as Align Payments' agent or mandatary; and
* Align Payments is the entity that provides regulated money services business activity under this Agreement, and it is Align Payments that discharges the customer identification, ongoing monitoring, recordkeeping and reporting obligations owed to FINTRAC in respect of End Users.

You are not a customer of any Developer or Delivery Partner of Align Payments solely by reason of your use of the Align Services, and you are not an agent or mandatary of Align Payments, any Developer or any Delivery Partner.

3.4 No regulated activity by Align Labs Ltd. You acknowledge and agree that Align Labs Ltd (the UK parent company of Align Payments) does not provide, and is not being held out as providing, any regulated financial service to you, including any money services business activity, foreign exchange dealing, remittance or transmission of funds, dealing in virtual currencies, payment services, custody or safeguarding of funds or assets. Align Labs Ltd is not authorised or regulated by the Financial Conduct Authority, is not registered with FINTRAC, and is not a party to this Agreement. Any mention of Align Labs Ltd in this Agreement or in any Align marketing material is for informational and corporate-group identification purposes only, and no End User has or will acquire any right or claim against Align Labs Ltd in respect of any Order or any other Align Service.

## 4. Identity Verification, Source of Funds and Ongoing Due Diligence

4.1 As a regulated money services business, Align Payments is required by the PCMLTFA and its regulations to identify and verify End Users, to ascertain the nature and intended purpose of the business relationship, to determine beneficial ownership and third-party involvement where applicable, and to conduct ongoing monitoring of the business relationship. Align Payments discharges these obligations directly and independently, using its own personnel, systems and contracted identity verification providers. Align Payments does not delegate, outsource or sub-contract the performance of these obligations to any Developer, and no Developer performs any such function on Align Payments' behalf or as Align Payments' agent or mandatary. By accepting this Agreement you authorise Align Payments and its Delivery Partners to:

* collect, use, verify and disclose your Personal Information, identification documents and supporting information for the purposes of KYC, KYB, EDD, sanctions screening, fraud prevention and ongoing monitoring;
* obtain information about you from credit bureaus, identity verification providers, public records, sanctions and politically exposed persons databases, and other lawful third-party sources;
* share your Personal Information and transaction information with Delivery Partners, banking partners, regulators and law enforcement authorities to the extent required to provide the Align Services and to comply with Applicable Law; and
* require additional information or documentation at any time, including in respect of the source of funds, source of wealth, beneficial ownership, third-party determination and intended use of any Order.

4.2 Representations and warranties regarding Orders. Each Order you submit, and each Order in which you are the beneficiary, constitutes the following representations and warranties by you to Align Payments, made on a continuing basis.

(a) General representations - all Orders. You represent and warrant in respect of each Order that: (i) you are acting on your own behalf, and not as the agent, nominee, trustee or mandatary of any undisclosed third party, and any third-party involvement has been disclosed to Align Payments and accepted by Align Payments in writing; (ii) the Order is not intended, structured or timed to evade, circumvent or defeat any Applicable Law, including any identification, recordkeeping or reporting threshold under the PCMLTFA; (iii) the Order does not involve, directly or indirectly, any person on a Sanctions List or any Restricted Jurisdiction, and is not intended to benefit any such person or Restricted Jurisdiction; and (iv) to the best of your knowledge, the Order is not connected with any money laundering, terrorist financing, fraud, tax evasion or other unlawful activity.

(b) Additional representations - Orders in which you send, transfer or otherwise dispose of funds. Where you are the originator of an Order (including any Order to send, convert, transfer or otherwise dispose of Fiat Currency or Digital Assets), you additionally represent and warrant that: (i) the Fiat Currency or Digital Assets used to fund the Order are legally and beneficially owned by you and are free from any lien, security interest, adverse claim or restriction; (ii) such funds are not, directly or indirectly, the proceeds of any criminal, fraudulent, corrupt or sanctioned activity; and (iii) you have the lawful right and full authority to transfer such funds to or through the Align Services.

(c) Additional representations - Orders in which you receive funds. Where you are the beneficiary of an Order (including any Order in which Fiat Currency or Digital Assets are routed through the Align Services for settlement to your Connected Account or Cryptocurrency Wallet, whether in payment of an invoice, in settlement of a commercial transaction, as remuneration for goods or services provided by you, or otherwise), you additionally represent and warrant that: (i) you are entitled to receive the funds under a bona fide legal relationship or obligation (including, without limitation, an invoice, contract, employment arrangement, or other lawful entitlement); (ii) you have no actual knowledge, and no reason to suspect, that the funds are the proceeds of any criminal, fraudulent, corrupt or sanctioned activity; (iii) you have conducted such due diligence on the payer as is reasonable in the circumstances of your business or personal situation; and (iv) you will promptly notify Align Payments if, after submission of the Order but before or after settlement, you become aware of any fact or circumstance that would cause any of the representations in this Section 4.2 to be inaccurate.

4.3 Permitted disclosures; no breach. You acknowledge and agree that any disclosure made by Align Payments (a) to FINTRAC or any other competent governmental, regulatory, law enforcement, tax or self-regulatory authority, (b) in compliance with any subpoena, court order, search warrant, production order, freezing order or other lawful process, (c) to a Delivery Partner, banking partner, identity verification provider or other service provider for the purposes of providing the Align Services, conducting due diligence, screening, monitoring or compliance, or (d) as otherwise required or permitted by Applicable Law, does not and will not constitute (i) a breach of this Agreement, (ii) a breach of any duty of confidence owed by Align Payments to you, (iii) a violation of your privacy rights, or (iv) any other actionable wrong, and gives rise to no claim, demand or cause of action of any kind against Align Payments or any of its affiliates, Delivery Partners, officers, directors, employees or agents. To the maximum extent permitted by Applicable Law, you irrevocably waive any such claim, demand or cause of action.

4.4 Align Payments may, at its sole discretion, refuse to onboard you, suspend your access, decline to process any Order, freeze funds in transit, place a Compliance Hold, request additional information, or terminate this Agreement, in each case where Align Payments reasonably considers such action necessary or advisable to comply with Applicable Law or with its internal AML, sanctions and risk management policies.

4.5 Response to information requests. You will respond to any request for information, documentation or clarification made by Align Payments (whether at onboarding, during the course of your use of the Align Services, or in connection with any specific Order, including any request to verify the source of funds, source of wealth, purpose of an Order, identity or nature of counterparties, or underlying commercial relationship giving rise to an Order) within forty-eight (48) hours of such request, or within such other timeframe as Align Payments may specify in writing. Where a request is made in connection with an enhanced due diligence process initiated by Align Payments or required by a banking partner, Delivery Partner, correspondent, regulator or other counterparty of Align Payments, timely and complete compliance is a condition of your continued access to the Align Services. Align Payments may suspend, restrict or delay your ability to submit Orders, or decline to execute any pending Order, until the request has been satisfied in full to Align Payments' reasonable satisfaction.

4.7 Notification of material changes. You will notify Align Payments in writing, promptly and in any event within five (5) business days, of any change to information previously provided to Align Payments or of any of the following events: (a) any change to your legal name, residential or registered address, email address, telephone number or other contact details; (b) where you are a legal entity or are acting on behalf of a legal entity, any change to the entity's legal name, jurisdiction of incorporation, registered office, directors, officers or persons exercising significant control, and any change to the ultimate beneficial ownership of the entity (including the addition, removal or change of any individual or entity holding, directly or indirectly, 25 per cent or more of the entity's shares, voting rights or economic interest); (c) any change to your regulatory, licensing or registration status that is relevant to your use of the Align Services; (d) any criminal charge, indictment, conviction, regulatory investigation, enforcement action, asset freeze or sanctions designation involving you or, where you are a legal entity, any of your directors, officers or beneficial owners; (e) any material change to the nature, purpose, frequency, volume or risk profile of your intended use of the Align Services; (f) any insolvency, bankruptcy, receivership or equivalent proceeding affecting you; and (g) any other fact or circumstance that would reasonably be expected to cause any representation or warranty made by you under this Agreement to become inaccurate or misleading. Upon receipt of any such notification, Align Payments may reassess your risk profile and may require additional information, impose conditions on your continued use of the Align Services, place a Compliance Hold, or suspend or terminate this Agreement in accordance with Section 10.

4.8 Consequences of false, incomplete or misleading information. Where you provide, or cause or permit to be provided, to Align Payments any information, document or representation that is false, inaccurate, incomplete, misleading or outdated (whether at onboarding or at any time thereafter), you shall bear the full compliance, regulatory and financial risk arising from such information. You will be liable to Align Payments for any losses, liabilities, costs, expenses, regulatory fines, remediation costs and banking partner penalties incurred by Align Payments, its affiliates or its Delivery Partners as a direct or indirect result. Align Payments' reliance on information submitted or transmitted to it in connection with your use of the Align Services does not constitute a waiver of any of Align Payments' rights or remedies in respect of such information.

4.9 Cooperation with investigations and reviews. You will cooperate fully and in good faith with any investigation, review, audit or request for information conducted by Align Payments in connection with your use of the Align Services, including any investigation or review conducted in response to a request from FINTRAC, a banking partner, a Delivery Partner, a law enforcement authority, a regulator or a court. You will provide truthful, complete and timely responses to all such requests and will make available such records, documents and supporting materials as Align Payments may reasonably require. Your failure to cooperate with any such investigation or review may result in the immediate suspension or termination of your access to the Align Services.

## 5. Sanctions and Travel Rule

5.1 You represent, warrant and undertake on a continuing basis that neither you, nor any beneficial owner, director, officer, controlling person, counterparty or recipient in respect of any Order, is: (a) named on any Sanctions List; (b) located, organised or ordinarily resident in a Restricted Jurisdiction; or (c) owned (50 per cent or more, directly or indirectly, individually or in the aggregate) or controlled by, or acting on behalf of, any such person.

5.2 You acknowledge that under the PCMLTFA and equivalent laws Align and its Delivery Partners are required to obtain, hold and transmit prescribed originator and beneficiary information in respect of electronic funds transfers and virtual currency transfers above prescribed thresholds (the "Travel Rule"). You undertake to provide such information accurately and promptly upon request, and you authorise Align to transmit such information to Delivery Partners, counterparties and other obliged entities to the extent necessary to comply with the Travel Rule.

5.3 You will not use the Align Services to facilitate any transaction involving a Restricted Jurisdiction, a sanctioned person or any activity that would cause Align or any Delivery Partner to breach Applicable Law, including by way of structuring, smurfing or layering.

## 6. Non-Custodial Model; Operational Routing Wallets

6.1 Align operates on a strictly non-custodial, execution-only routing basis. Align does not provide custody, hosted wallets, customer accounts, deposits, stored balances or withdrawal functionality to End Users. You must at all times provide and control your own Connected Account and/or Cryptocurrency Wallet for the purpose of funding Orders and receiving the proceeds of Orders.

6.2 Operational Routing Wallets and Settlement Infrastructure may be used solely as technical steps to route, execute and settle a specific Order. They (a) are not allocated to any End User, (b) do not represent any End User balance, (c) are not accessible by End Users, (d) do not provide deposit, storage, balance or withdrawal functionality, and (e) do not create any customer account or custodial relationship with Align.

6.3 You must not deposit Fiat Currency or Digital Assets to any Operational Routing Wallet expecting account-like features, stored balances, exchange-on-demand or later withdrawals. Funds sent to an Operational Routing Wallet otherwise than in connection with a valid pending Order may be lost and Align disclaims all liability in respect of such funds.

6.4 You are solely responsible for the security of your Connected Account and Cryptocurrency Wallet, including the safekeeping of any private keys, seed phrases, passwords or credentials. Align has no ability to recover lost private keys or to reverse transactions executed on a blockchain.

## 7. Orders, Pricing, Settlement and Finality

7.1 Each Order constitutes your instruction to Align Payments to execute and settle that specific Order, on a principal basis, in accordance with the parameters submitted via the Align Services. Align Payments may accept or decline any Order in its sole discretion. Align Payments does not act as your agent, mandatary, broker, fiduciary or trustee in respect of any Order.

7.2 Quotes provided through the Align Services are indicative until executed. Align does not guarantee any particular price, spread, liquidity, execution venue, routing path, speed of execution or settlement time, except where expressly agreed in writing with your Developer.

7.3 Fees applicable to Orders, including Align fees, Delivery Partner fees, network fees and exchange fees, may be deducted from the proceeds of Orders. The fees applicable to your use of the Align Services are disclosed by your Developer prior to the submission of an Order. By submitting an Order you accept the fees disclosed at the time of submission.

7.4 You are solely responsible for the accuracy and completeness of all settlement details, including wallet addresses, blockchain network selections, memo or destination tags, bank account numbers, sort codes, IBANs, SWIFT/BIC codes, beneficiary names and any other information required to effect settlement. Where you provide such details (including where such details are transmitted to Align Payments through your Developer's technical integration) and Align Payments settles the Order in accordance with such details, the settlement is final and irrevocable, and you bear all risks, losses and costs associated with any attempted recovery. Align Payments has no obligation to recover funds sent to incorrect, inaccessible or unsupported destinations. The transmission of settlement details through a Developer's integration does not make the Developer responsible for the accuracy of such details and does not constitute the performance of any function by the Developer on behalf of Align Payments.

7.5 All executed Orders are final once settled on the relevant blockchain network or payment rail. The finality provisions of this Section 7 do not affect any non-waivable statutory rights you may have as a consumer under Applicable Law, nor do they limit any refund or remediation that Align elects to provide in respect of mis-execution caused solely by Align.

7.6 Align may delay, suspend, cancel, reverse or refuse to execute any Order, or place an Order on Compliance Hold, where Align reasonably considers such action necessary or advisable to comply with Applicable Law, sanctions screening, fraud monitoring, Travel Rule obligations, risk controls or Delivery Partner requirements. During any Compliance Hold, Align does not maintain any End User balance and you have no right to direct or withdraw funds in transit other than through completion or cancellation of the affected Order in accordance with this Agreement.

7.7 Where an Order is cancelled or cannot be executed or settled, Align may, where feasible and subject to Applicable Law, network conditions and Delivery Partner processes, coordinate the return of funds via the originating rail. Outcomes and timelines are not guaranteed.

7.8 If you fail to provide sufficient funds or if a return results in an amount due and owing by you to Align (a "Negative Balance"), Align may (a) charge interest on the Negative Balance at a commercially reasonable rate, (b) offset the Negative Balance against any amounts otherwise payable by Align to you, and (c) pursue any other remedy available under Applicable Law.

## 8. Risk Disclosures

8.1 You acknowledge and accept that Digital Assets and Stablecoins involve significant risks. Without limitation:

* Stablecoins are not legal tender in Canada or in any other jurisdiction in which Align operates and are not deposits insured by the Canada Deposit Insurance Corporation, the Financial Services Compensation Scheme or any equivalent scheme;
* the value of Digital Assets, including Stablecoins, is highly volatile and may decline to zero;
* Stablecoin issuers may fail to maintain adequate reserves, may be subject to enforcement action, may freeze or seize tokens, and may discontinue redemption;
* blockchain networks are subject to congestion, increased fees, smart contract vulnerabilities, protocol changes, forks and complete or partial failure;
* the regulatory treatment of Digital Assets is evolving rapidly and may materially affect the value, transferability or legality of any Digital Asset;
* the loss, theft or destruction of a private key may result in the irreversible loss of Digital Assets;
* cybersecurity events affecting Digital Assets, wallets, exchanges or blockchain networks may result in immediate and irreversible loss; and
* Align does not provide investment, legal, tax or accounting advice, and nothing in the Align Services constitutes a recommendation to enter into any Order.

8.2 You confirm that you have read, understood and accepted these risks before submitting any Order.

## 9. Prohibited Activities

9.1 You must not use the Align Services, directly or indirectly, in connection with any of the following:

* any activity that violates Applicable Law or any order of a court or competent authority;
* money laundering, terrorist financing, proliferation financing, fraud, market manipulation, tax evasion, bribery or corruption;
* any dealing with a person on a Sanctions List or with a Restricted Jurisdiction;
* unlicensed money services, unlicensed securities or derivatives activity, or any other regulated activity for which the necessary authorisations have not been obtained;
* unlawful gambling, unlawful adult content, unlawful firearms or weapons, illegal drugs, drug paraphernalia or controlled substances, counterfeit or stolen goods, or human trafficking;
* ransomware, malware, phishing, credential harvesting, account takeover, mixing or tumbling services intended to obscure the origin of funds, or other cyber-enabled crime;
* multi-level marketing, pyramid schemes, Ponzi schemes or other unfair, predatory or deceptive practices;
* high-yield investment programmes, unregistered initial coin offerings or other unregistered securities offerings;
* transactions structured for the purpose of evading any reporting threshold under the PCMLTFA or equivalent laws; and
* any other activity prohibited by Align or its Delivery Partners and notified to you or to your Developer from time to time.

## 10. Suspension and Termination

10.1 Align may, at any time and with or without prior notice, suspend, restrict or terminate your access to the Align Services, decline to process any Order, freeze funds in transit and/or terminate this Agreement, where: (a) Align is required to do so by Applicable Law, by an order of a competent authority, or by a Delivery Partner; (b) Align reasonably suspects a breach of this Agreement, of any AML, sanctions or risk policy, or of Applicable Law; (c) Align reasonably suspects fraud, abuse or unauthorised activity; (d) your Developer ceases to use the Align Services or terminates your access; (e) you cease to satisfy the eligibility criteria in Section 2; or (f) Align is unable to verify any information provided by you.

10.2 You may stop using the Align Services at any time by ceasing to submit Orders through your Developer. Termination does not affect any right or obligation that has accrued prior to termination, and Sections 1, 4, 5, 7.4, 7.5, 7.8, 8, 9, 11, 12, 13, 14, 15, 16 and 17 of this Agreement, together with any other provision that by its nature should survive, will survive termination.

## 11. Privacy and Data Protection

11.1 Align Payments processes your Personal Information in accordance with its Privacy Policy, which is incorporated into this Agreement by reference. The Privacy Policy describes the categories of Personal Information collected, the purposes for which they are processed, the recipients of Personal Information, international transfer arrangements, retention periods, and your rights in respect of your Personal Information under applicable Canadian privacy legislation.

11.2 You acknowledge that Align Payments acts as the organisation responsible for Personal Information processed in connection with the Align Services, including for the purposes of KYC, KYB, EDD, sanctions screening, fraud prevention, AML/CFT compliance, regulatory reporting and the security of the Align Services. Align Payments is required to retain certain Personal Information for the periods required by the PCMLTFA and its regulations (which generally require retention for at least five (5) years following the end of the business relationship or the date of the relevant transaction).

11.3 You authorise Align Payments to transfer your Personal Information across borders, including to jurisdictions outside Canada where Align Payments or its Delivery Partners operate, subject to appropriate safeguards as required by applicable Canadian privacy legislation. Where you are resident in the Province of Quebec, you acknowledge that transfers of Personal Information outside Quebec are subject to a privacy impact assessment conducted by Align Payments in accordance with the Act respecting the protection of personal information in the private sector (CQLR c P-39.1).

11.4 You acknowledge that PIPEDA and equivalent provincial privacy legislation expressly permit the collection, use and disclosure of personal information without the knowledge or consent of the individual where such collection, use or disclosure is required or authorised by law, including for the purposes of complying with the PCMLTFA, sanctions legislation, court orders, subpoenas, search warrants, production orders and other lawful process. Nothing in this Agreement, in Align Payments' Privacy Policy, or in any duty owed by Align Payments to you, restricts Align Payments from making any such collection, use or disclosure, and any such collection, use or disclosure does not constitute a breach of this Agreement, of the Privacy Policy, of any duty of confidence, or of any privacy right. The provisions of this Section 11.4 are without prejudice to, and are reinforced by, Section 4.4 (Permitted disclosures; no breach).

## 12. Electronic Communications and Records

12.1 You consent to receive all notices, disclosures, agreements, statements, records, receipts and other communications relating to the Align Services in electronic form, whether through your Developer's interface, by email, by API response or by any other electronic means. Your consent applies to all communications that Align would otherwise be required to provide in paper form under Applicable Law, to the extent permitted by such law.

12.2 To access and retain electronic communications you must have a device with internet access, a current web browser, an active email address, and the ability to view and retain documents in PDF or HTML format. You are responsible for keeping your contact information current with your Developer.

12.3 You may withdraw your consent to receive electronic communications by ceasing to use the Align Services. Align does not offer paper communications to End Users; withdrawal of consent will result in termination of your access to the Align Services.

12.4 An electronic acceptance of this Agreement, including via API, has the same legal effect as a handwritten signature, and electronic records maintained by Align constitute admissible evidence of the matters they record to the fullest extent permitted by Applicable Law.

## 13. Representations and Warranties

13.1 You represent, warrant and undertake to Align Payments on a continuing basis that: (a) you have the legal capacity and authority to enter into and perform this Agreement; (b) your acceptance of and performance under this Agreement does not violate any Applicable Law or any agreement to which you are a party; (c) all information you provide to Align Payments (whether directly or transmitted through a Developer's technical integration at your direction) is true, accurate, complete and current; (d) you are not using the Align Services on behalf of any undisclosed third party; (e) you will use the Align Services solely for lawful purposes; and (f) you have read and understood the risk disclosures in Section 8.

## 14. Disclaimer of Warranties

14.1 THE ALIGN SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALIGN, ITS AFFILIATES AND ITS DELIVERY PARTNERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY OR THAT THE ALIGN SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NOTHING IN THIS SECTION 14 EXCLUDES OR LIMITS ANY WARRANTY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

## 15. Limitation of Liability

15.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ALIGN PAYMENTS NOR ANY OF ITS AFFILIATES, DELIVERY PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES WILL BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS, GOODWILL, DATA, TRADING OPPORTUNITIES OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE ALIGN SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, AND WHETHER OR NOT ALIGN PAYMENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ALIGN PAYMENTS NOR ANY OF ITS AFFILIATES, DELIVERY PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES WILL BE LIABLE TO YOU FOR ANY LOSS, DAMAGE, LIABILITY, COST OR EXPENSE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, YOUR USE OF THE ALIGN SERVICES, ANY ORDER, OR ANY ACTIVITY CONDUCTED THROUGH THE ALIGN SERVICES, EXCEPT TO THE EXTENT, AND ONLY TO THE EXTENT, THAT SUCH LOSS, DAMAGE, LIABILITY, COST OR EXPENSE IS DIRECT, ACTUAL, AND HAS BEEN FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED SOLELY FROM THE GROSS NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD OF ALIGN PAYMENTS ITSELF.

15.3 Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under Applicable Law, including:

(a) liability for fraud or fraudulent misrepresentation;

(b) in respect of consumer End Users, any non-waivable statutory rights or remedies under applicable provincial consumer protection legislation, including the Ontario Consumer Protection Act, 2002 and the equivalent legislation of other Canadian provinces and territories;

(c) in respect of consumer End Users resident in the Province of Quebec, any liability that cannot be limited under the Consumer Protection Act (CQLR c P-40.1), articles 1474 and 1437 of the Civil Code of Québec, or any other mandatory rule of Quebec law, including liability for bodily or moral injury and liability arising from intentional or gross fault; and

(d) liability for death or personal injury caused by negligence.

Nothing in this Agreement affects any non-waivable statutory rights you may have as a consumer. The limitations and exclusions in this Section 15 will be applied to the maximum extent permitted by Applicable Law, and the invalidity or unenforceability of any part of this Section 15 in any jurisdiction will not affect the validity or enforceability of the remainder of this Section 15 or of this Agreement.

15.4 Without limiting the generality of Sections 15.1 and 15.2, and to the maximum extent permitted by Applicable Law, Align Payments will have no liability to you for any loss, damage, liability, cost or expense arising out of or resulting from:

(a) any act or omission of you, any Developer, any counterparty to an Order, any recipient of the proceeds of an Order, or any other third party;

(b) any act, omission, failure, insolvency, suspension or default of any Delivery Partner, banking partner, identity verification provider, blockchain node operator, exchange, custodian or other third-party service provider;

(c) any characteristic, condition, event, congestion, fee change, smart-contract vulnerability, protocol change, fork, reorganisation, consensus failure, complete or partial failure, or other feature of any blockchain, distributed ledger, payment network or settlement rail on which an Order is executed or settled;

(d) any error, omission or inaccuracy in settlement details, wallet addresses, network selections, memo or destination tags, bank account details, beneficiary information or other instructions provided by you or transmitted through a Developer's integration at your direction, or any loss of funds sent to an incorrect, inaccessible or unsupported destination;

(e) any Compliance Hold, suspension, restriction, freezing, seizure, delay, cancellation, reversal, clawback, refusal to execute or refusal to settle undertaken by Align Payments, any Delivery Partner or any other person in order to comply with Applicable Law, a sanctions regime, a subpoena, court order, production order, freezing order or other lawful process, or the internal compliance policies of Align Payments or any Delivery Partner;

(f) any reporting to FINTRAC or any other competent governmental, regulatory, law enforcement, tax or self-regulatory authority as described in Sections 4.3 and 4.4;

(g) any unauthorised access to, or use of, your Connected Account, your Cryptocurrency Wallet, your private keys, your device, your Developer account or any credentials by which you access the Align Services;

(h) any interruption, suspension, scheduled or unscheduled downtime, error, delay, deficiency or unavailability of the Align Services, any Developer's product, any Delivery Partner's systems, any telecommunications or internet service, or any other system or network outside Align Payments' direct control;

(i) any event of force majeure as described in Section 17;

(j) any change in the market value, liquidity, redeemability or regulatory status of any Fiat Currency, Digital Asset or Stablecoin; and

(k) any decision by Align Payments to add, remove, suspend or cease support for any Fiat Currency, Digital Asset, Stablecoin, blockchain network, payment rail or Delivery Partner.

## 16. Indemnification

16.1 To the maximum extent permitted by Applicable Law, you will defend, indemnify and hold harmless Align Payments, its affiliates, its Delivery Partners and their respective officers, directors, employees, agents and representatives from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of this Agreement; (b) your violation of any Applicable Law; (c) your infringement of the rights of any third party; (d) any inaccurate or incomplete information provided by you (including information transmitted through a Developer's integration at your direction); (e) any Order submitted by you through the Align Services; and (f) any third-party claim arising out of your use of the Align Services.

## 17. Force Majeure

17.1 Align will not be liable for any delay in or failure of performance arising directly or indirectly from any cause beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government action, sanctions, changes in Applicable Law, strikes, labour disputes, market disruption, blockchain congestion or failure, banking system failure, telecommunications or internet failure, cyber-attacks, denial-of-service attacks or any failure or interruption of the services of any Delivery Partner.

## 18. Governing Law and Dispute Resolution

18.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any conflict of law principles that would require the application of the laws of any other jurisdiction. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.

18.2 Subject to Section 18.3, the courts of the Province of Ontario have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, and each party irrevocably submits to the jurisdiction of such courts.

18.3 Notwithstanding Section 18.2: (a) the regulatory obligations of Align Payments under the PCMLTFA, the regulations made thereunder and the supervisory authority of FINTRAC apply to the Align Services, and nothing in this Agreement limits or excludes any such obligation; (b) if you are a consumer ordinarily resident in a jurisdiction whose laws confer on you mandatory protections that may not be derogated from by agreement, you also benefit from such protections, and you may also bring proceedings in the courts of your country of residence; and (c) Align Payments may bring proceedings to enforce this Agreement, to recover amounts owed, or to obtain injunctive or equitable relief in any court of competent jurisdiction.

## 19. Changes to this Agreement

19.1 Align may amend this Agreement at any time by posting an updated version at <https://docs.alignlabs.dev/lega/end-user-agreement> or by notifying you (or your Developer) by other electronic means. Any amendment will become effective on the date specified in the notice or, if no date is specified, immediately upon posting. Your continued use of the Align Services after the effective date constitutes your acceptance of the amended Agreement. If you do not agree to an amendment, your sole remedy is to cease using the Align Services.

19.2 Where an amendment is materially adverse to you and you are a consumer, Align will use reasonable efforts to provide at least thirty (30) days' prior notice, except where a shorter notice period is required by Applicable Law or to address a security or legal risk.

## 20. Miscellaneous

20.1 Entire Agreement. This Agreement, together with the Privacy Policy and any additional terms expressly incorporated by reference, constitutes the entire agreement between you and Align in respect of the Align Services and supersedes all prior and contemporaneous understandings, agreements, representations and warranties.

20.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision will be modified to the minimum extent necessary to make it valid, legal and enforceable, and the remaining provisions will continue in full force and effect.

20.3 No Waiver. The failure of Align to enforce any provision of this Agreement does not constitute a waiver of that or any other provision.

20.4 Assignment. You may not assign or transfer this Agreement or any of your rights or obligations hereunder without Align's prior written consent. Align may assign or transfer this Agreement, in whole or in part, to any affiliate or to any successor in interest in connection with a merger, acquisition, reorganisation or sale of all or substantially all of its assets.

20.5 Subcontracting. Align may engage Delivery Partners, affiliates, subcontractors or other third parties to perform any of its obligations under this Agreement. Align remains responsible for the performance of its obligations under this Agreement.

20.6 Third-Party Rights. Except as expressly set out in this Section 20.6, no person who is not a party to this Agreement has any right to enforce any term of this Agreement. Each Delivery Partner and each director, officer, employee, agent and representative of Align Payments may enforce the provisions of Sections 14, 15 and 16 for its own benefit.

20.7 Language. This Agreement is concluded in the English language. Any translation provided is for convenience only and the English version prevails. The parties have expressly required that this Agreement and all related documents be drawn up in the English language. Les parties ont expressément exigé que la présente convention et tous les documents s'y rapportant soient rédigés en langue anglaise.

20.8 Headings. Section headings are for convenience only and do not affect the interpretation of this Agreement.

20.9 Notices. Align Payments will send notices to you through your Developer or to the email address associated with your use of the Align Services. You may send notices to Align Payments by email to <compliance@alignlabs.dev>, marked for the attention of the Chief Compliance Officer of Align Payments Ltd. Notices sent by email are deemed received on the next business day following transmission, provided no delivery-failure response is received.

## 21. Regulatory Disclosures

21.1 Align Payments Ltd is registered with FINTRAC as a money services business and is authorised to deal in virtual currencies and to conduct foreign exchange dealing and the remittance and transmission of funds, in each case as set out in its FINTRAC registration. Information about FINTRAC and the obligations of money services businesses is available at [www.fintrac-canafe.gc.ca](http://www.fintrac-canafe.gc.ca).

21.2 Align Payments Ltd does not hold a banking licence and is not a member of the Canada Deposit Insurance Corporation ("CDIC") or any equivalent deposit protection or investor compensation scheme. Funds in transit through the Align Services are not deposits, are not insured by CDIC or any similar scheme, and are not protected by any investor compensation fund.

21.3 Complaints concerning the Align Services may be addressed to <compliance@alignlabs.dev>. Align will acknowledge complaints within two (2) business days and aim to respond substantively within fifteen (15) business days. If you are not satisfied with Align's response, you may have the right to escalate your complaint to a competent regulator or ombudsman in your jurisdiction, including (where applicable) FINTRAC in Canada.

## 22. Acknowledgement

BY CLICKING "I ACCEPT", BY CAUSING YOUR DEVELOPER TO TRANSMIT YOUR ACCEPTANCE THROUGH THE ALIGN APPLICATION PROGRAMMING INTERFACE, OR BY OTHERWISE USING THE ALIGN SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, THAT YOU ACCEPT THE RISK DISCLOSURES IN SECTION 8, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS.

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