AGREEMENT FOR PAYMENT ACCOUNTS, IBAN SERVICES, AND FOREIGN EXCHANGE (“FX”) TRADING

This Agreement is between:

JMBCX Trading Limited t/a BCXPay, website www.BCXPay.ca., a Canadian Money Services Business (MSB) licensed and registered with FINTRAC, company number BC1467105, Registered Address: 1533-1771 Robson St, Vancouver, BC V6G 3B7, Canada. FINTRAC Money Services Business Registration Number: C100000019.

And

The Account Holder/User (the “Client”), for the provision of payment accounts, including European IBAN accounts (for Eurozone payments) and Canadian IBAN-equivalent accounts (for CAD, EURO and USD payments), and foreign exchange services.

DEFINITIONS AND INTERPRETATIONS

1.1 Definitions

In this Agreement:

“Act of Insolvency” has the meaning ascribed to it in Clause 12.3 (Act of Insolvency).

“AEOI” or “Automatic Exchange of Financial Account Information” means one or more of the following, as the context requires: (i) FATCA; (ii) any inter-governmental agreement, treaty, regulation, guidance, standard or any other arrangement between Canada and any other jurisdiction (including between any government bodies in each relevant jurisdiction), entered into to facilitate, implement, comply with or supplement the legislation, regulations, guidance or standards described in (i) above; and (iii) any legislation, regulations or guidance implemented in Canada to give effect to the matters outlined above.

“Affiliate” means, in relation to BCXPay, any entity controlled, directly or indirectly, by BCXPay, any entity that controls, directly or indirectly, BCXPay or any entity directly or indirectly under common control with BCXPay. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.

“Agreement” means this agreement and any schedules and appendices attached hereto;

“Applicable Laws” means all federal, provincial, territorial, local and municipal legislation, regulations, statutes, by-laws, decrees, orders, and/or other laws and any other instrument having the force of law as may be issued and in force from time to time relating to or connected with the activities contemplated under this Agreement, including but not limited to anti-money laundering laws administered by FINTRAC.

“Business Day” means a day on which commercial banks are open for business in Vancouver, British Columbia, Canada.

1.2 Interpretation

In this Agreement:

• (i) The headings are for reference only and do not affect the interpretation of this Agreement. Unless the context otherwise requires, “including” is not a word of limitation; “person” includes bodies corporate or unincorporated; one gender includes all genders; and words importing the singular include the plural and vice versa.
• (ii) Each Event of Default shall, upon its occurrence, be deemed continuing unless and until otherwise waived by BCXPay.

PURPOSE AND STRUCTURE

2.1 BCXPay is registered as a Money Services Business with FINTRAC to carry on foreign exchange dealing, money transferring, and related activities. This Agreement sets out the terms and conditions applicable to all payment accounts (including European IBAN accounts for Eurozone payments and Canadian IBAN-equivalent accounts for CAD payments), FX transactions which are spot FX Transactions, in each case linked to one or more Currencies, between BCXPay and the Client (each an “FX Transaction” and together, the “FX Transactions”).

2.2 BCXPay will provide payment account services, IBAN services, and FX Transactions only. BCXPay only buys and sells currency for trade, commercial or other non-speculative purposes. BCXPay does not offer or provide advice or investment services of any nature.

ANNEX 1 RISK DISCLOSURE

General

The following risk disclosure statements cannot disclose all the risks and other significant aspects involved. The intention is to inform the Client that the risk of loss may be substantial in certain circumstances. In light of the risks, the Client should invest or trade only if it understands the nature of the contracts (and contractual relationships) it is entering into and the extent of its exposure to risk. The Client should carefully consider whether the FX Transaction or IBAN service is suitable for it in light of its experience, financial position, resources, objectives and other circumstances. The Client should undertake its own research and study before it invests or trades. The Client is advised to seek independent financial and professional advice before it invests or trades. The Client should seek independent professional advice if it is uncertain of or has not understood any aspect of these risk disclosure statements or the nature and risks involved in investment or trading.

• (i) The FX Transactions and IBAN services are “non-transferable” and it may be impossible for the Client to close out or liquidate them.
• (ii) Any recommendation, suggestion or information given by BCXPay to the Client is for the Client’s reference only. Reliance on such recommendation, suggestion or information is at the Client’s own risk. BCXPay makes no representations regarding the performance of the Client’s investment.
• (iii) The Client confirms to BCXPay that it has sufficient knowledge and experience to be able to evaluate the merits and risks of entering into each FX Transaction or IBAN service, that it is acting in reliance solely upon its own judgment or upon professional advice obtained independently of BCXPay as to those merits and risks (including, where relevant, the tax and accounting treatment of each FX Transaction or IBAN service) and is not relying upon BCXPay’s views or advice.

Commission and other charges

Before the Client begins to trade or use IBAN services, it should obtain a clear explanation of all commission, fees and other charges for which it will be liable. These charges will affect its net profit (if any) or increase its loss.

Acknowledgment of the Risks

The above risk disclosures have been explained by BCXPay’s representative to the Client and the Client understands and accepts the above stated risk disclosures.

Acceptance of BCXPay Inc.’s Account Terms and Conditions

By accepting BCXPay’s Terms and Conditions online, the account holder(s) has accepted electronically on behalf of the parties by their duly authorised representatives on the date which appears first on page 1.