User Agreement

Welcome to SQRIL!

This user agreement is a contract between you and 1421069 B.C. LTD. governing use of your SQRIL account and the SQRIL services.

You agree to comply with all of the terms and conditions in this user agreement. The terms include an agreement to resolve disputes by arbitration on an individual basis.

We may revise this user agreement from time to time. The revised version will be effective at the time we post it, unless otherwise noted. If our changes reduce your rights or increase your responsibilities we will provide notice to you of at least 21 days. We reserve the right to amend this agreement at any time without notice, subject to applicable law. By continuing to use our services after any changes to this user agreement become effective, you agree to abide and be bound by those changes. If you do not agree with any changes to this user agreement, you may close your account.

Opening a SQRIL Account

We offer personal accounts. You may only have one personal account. To create a personal account you must be at least 18 years old or the age of majority in your province of residence and use a cellular/wireless telephone number that you own.

• Make purchases of goods and services.

Keep confidential any credentials used to access your SQRIL account and the SQRIL services. You must keep your phone number, email address and other contact information current in your SQRIL account profile.

Closing Your SQRIL Account

You may close your SQRIL account and terminate your relationship with us without cost, but you will remain liable for all obligations related to your SQRIL account even after the SQRIL account is closed. Any incomplete transactions or transfers must be completed or canceled and you must transfer any money from your SQRIL account before closing it.

In certain cases, you may not close your SQRIL account, including:

• To evade an investigation.
• If there is a pending transaction or an open dispute or claim.
• If amounts are owed to us.
• If your SQRIL account is subject to a hold, limitation or reserve.

Authorization to Charge your Top-Up Method

General authorization to charge your top-up method

By choosing a top-up method to your SQRIL account, you authorize us to charge such top up method for the top-up amount and any applicable fees (a) whenever you choose such top-up method, (b) in connection with any errors, claims, or disputes, and (c) for amounts you owe to us.

Using Money Sent to You on SQRIL

To hold a SQRIL balance and use money sent to you for SQRIL payments, we must verify the required identifying information you provide to us. The required identifying information is:

• For a personal account: name, physical address, date of birth, and taxpayer identification number;

Until you verify the required identifying information, you will not be able to use any of the SQRIL services.

Holding Money in Your SQRIL Account

Unless otherwise expressly stated, all references to “funds” in these terms and conditions mean money denominated in sovereign currency. Any funds in your SQRIL account represent unsecured claims against us. We will place your SQRIL funds in one or more banks or payment vendors. When we provide immediate or early credit of funds sent to your SQRIL account, there might be a delay between the time that funds are credited and when we actually transfer those funds to one of the custodial accounts.

Transferring Money out of Your SQRIL Account

Money in your SQRIL account may be transferred out of SQRIL by:

• Transferring it via Bank Transfer, ewallet or credit card, subject to the fees applicable to such transfers that can be found on the fees page.

You can manage your personal account's payment methods in the Payment Methods section of your SQRIL account settings. We may set limits on bank transfers, ewallet transfers and credit card transfers. The fees applicable to transferring money out of SQRIL can be found on the fees page. Fees and limits may change from time to time in our sole discretion.

Bank, ewallet and credit card transfer reviews

We review account and transaction activity at various times, including when bank transfers are initiated. This review checks for, among other things, suspicious or illegal activity. In connection with our review process, you may be required to provide us with additional information and/or documentation to verify your identity. We may limit your SQRIL account and access to the money in it until verification is completed.

Reviews may result in:

• delayed, blocked or cancelled transfers;
• money or payments being held by us;
• money or payments being applied to amounts you owe to us or used to offset loss incurred by us;
• account limitation, suspension or termination;
• money or payments being seized to comply with a court order, warrant or other legal process; and/or
• money or payments you previously received being reversed (i.e., sent back to the sender or to the card or bank account that was used to fund the payment).

Among other reasons, we may take the above actions if you knowingly or unknowingly were a participant in a payment that was made from a stolen card, compromised bank account, or compromised SQRIL account.

SQRIL SHOULD ONLY BE USED TO MAKE PAYMENTS TO MERCHANTS FOR GOODS OR SERVICES. IT IS NOT TO BE USED AS A MONEY REMITTANCE TRANSFER. IF YOU USE SQRIL TO CONDUCT SUCH A TRANSACTION AND WE LATER REVERSE THE PAYMENT (WHICH COULD OCCUR IF IT IS DETERMINED THAT THIS AGREEMENT WAS VIOLATED OR IF THE PAYMENT WAS MADE USING A COMPROMISED PAYMENT METHOD OR ACCOUNT), YOU COULD LOSE BOTH THE UNDERLYING GOODS OR SERVICES AND THE MONEY SENT FOR THEM.

Account Statements

You have the right to receive account statements showing your SQRIL account activity. You may view your SQRIL account statements by logging into your SQRIL account on the SQRIL mobile app.

Making Payments

Using your personal SQRIL account you can make purchases of goods or services. These payments can be made in-person or at checkout on a merchant website.

How to buy something from a website or in-person

You may have the ability to use SQRIL as a payment method at checkout at a merchant's website or make in-person purchases with a QR code.

Fees and limits

We may, at our discretion, impose limits on the amount or the number of payments that may be made. You can view sending limits on our limits page. Fees and limits may change from time to time in our sole discretion.

Payment review

We review payments made with your SQRIL account at our discretion. When we identify a potentially high-risk payment to a merchant, we review the transaction more closely before allowing it to proceed. When this happens, we will place a hold on the transaction. As a buyer, this may delay receipt of the good of service purchased. If we clear the transaction, we will allow the payment to go through. If we don’t clear the transaction, we will cancel it and return the money to you, unless we are legally required to take other action.

Refunds

When you buy something from a merchant using SQRIL and the transaction is ultimately refunded, the money will be sent back to you via the same method you paid with.

Restricted Activities

In connection with your use of a SQRIL account, the SQRIL services, or in the course of your interactions with us, you must not:

• Breach this user agreement, the acceptable use policy or any other agreement between you and us;
• Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising);
• Create or control more than one personal account for yourself without our express authorization, through, among other methods, using a name that is not yours, using a temporary email address or phone number, or providing any other falsified personal information;
• Act in a manner that is defamatory, trade libelous, threatening or harassing;
• Provide false, inaccurate or misleading information;
• Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
• Attempt to double dip during the course of a dispute by receiving or attempting to receive money from both us and the bank or card issuer for the same transaction;
• Control an account that is linked to another SQRIL account that has engaged in any of these restricted activities;
• Use the SQRIL services in a manner that results in or may result in: complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties or other liability or losses to SQRIL, third parties or you;
• Have any amounts owed to us;
• Take any action that imposes an unreasonable or disproportionately large load on our websites, software, systems (including any networks and servers used to provide any of the SQRIL services) operated by us or on our behalf or the SQRIL services;
• Facilitate any viruses, trojan horses, malware, worms or other computer programming routines that attempts to or may damage, disrupt, corrupt, misuse, detrimentally interfere with, surreptitiously intercept or expropriate, or gain unauthorized access to any system, data, information or SQRIL services;
• Use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our websites without our prior written permission;
• Interfere or disrupt or attempt to interfere with or disrupt our websites, software, systems (including any networks and servers used to provide any of the SQRIL services) operated by us or on our behalf, any of the SQRIL services or other users’ use of any of the SQRIL services;
• Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers or service providers;
• Use the SQRIL services to test credit card behaviors, or make excessive or unexplainable transactions;
• Circumvent any of our policies or determinations about your SQRIL account such as temporary or indefinite suspensions or other account holds, limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to open new or additional SQRIL account(s) when you have amounts owed to us or when your SQRIL account has been restricted, suspended or otherwise limited; opening new or additional SQRIL accounts using information that is not your own (e.g. name, address, email address, etc.); or using someone else’s SQRIL account; or
• Harass and/or threaten our employees, agents, or other users.

Actions We May Take if You Engage in Any Restricted Activities

If we believe that you have engaged in any restricted activities, we may take a number of actions to protect ourselves, our customers and others at any time in our sole discretion. The actions we may take include, but are not limited to, the following:

• Terminate this user agreement, limit your SQRIL account, and/or close or suspend your SQRIL account;
• Refuse to provide the SQRIL services to you in the future;
• Limit your access to our websites, software, systems (including any networks and servers used to provide any of the SQRIL services) operated by us or on our behalf, your SQRIL account or any of the SQRIL services, including limiting your ability to pay or use any top-up methods on your SQRIL account;
• Hold money in your SQRIL account for up to 180 days if reasonably needed to protect against the risk of liability or if you have violated our acceptable use policy;
• Update inaccurate information provided to us;
• Take legal action against you; or
• If you have violated our acceptable use policy, then you’re also responsible for damages to us caused by your violation of this policy.

If we close your SQRIL account or terminate your use of the SQRIL services for any reason, we’ll provide you with notice of our actions and make any unrestricted money held in your SQRIL account or that has been sent to you available for bank transfers. You are responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by us, any customer, or a third party caused by or arising out of your breach of this agreement, and/or your use of the SQRIL services. For example, if you receive a top-up and the top-up is disputed, you may be liable for the payment.

Holds and Limitations

Under certain circumstances, in order to protect SQRIL and the security and integrity of the network that uses the SQRIL services, SQRIL may, in its sole discretion, take account-level or transaction-level actions. A hold may be placed on your SQRIL account.

Our decision about holds and limitations may be based on confidential criteria that are essential to our management of risk and the protection of SQRIL, our customers and/or service providers. We may use proprietary fraud and risk modeling when assessing the risk associated with your SQRIL account. In addition, we may be restricted by regulation or a governmental authority from disclosing certain information to you about such decisions. We have no obligation to disclose the details of our risk management or security procedures to you.

Holds

A hold is an action that SQRIL may take under certain circumstances either at the transaction level or the account level. When SQRIL places a temporary hold on a transaction, the money is not available to either the sender or the recipient. SQRIL reviews many factors before placing a hold on a transaction, including: account tenure, transaction activity, and past disputes.

Holds based on SQRIL's risk decisions

We may place a hold on transactions involving your SQRIL account if, in our sole discretion, we believe that there may be a high level of risk associated with you, your SQRIL account, or your transactions or that placing such a hold is necessary to comply with provincial or federal regulatory requirements. We make decisions about whether to place a hold based on a number of factors, including information available to us from both internal sources and third parties.

Risk-based holds may remain in place for up to 180 days from the date the transaction was made. We may release the hold earlier under certain circumstances, but any earlier release is at our sole discretion.

Account Limitations

Limitations may be placed on your SQRIL account to help protect SQRIL and SQRIL users when we notice restricted activities or activity that appears to us as unusual or suspicious. Limitations also help us collect information necessary for keeping your SQRIL account open.

There are several reasons why your SQRIL account could be limited, including:

• If we suspect someone could be using your SQRIL account without your knowledge, we'll limit it for your protection and look into the unusual activity.
• If another financial institution alerts us that someone has used one of your top-up methods without permission.
• In order to comply with the law.
• If we reasonably believe you have violated or breached this agreement or the acceptable use policy or Content Standards.

You will need to resolve any issues with your SQRIL account before a limitation can be removed. Normally, this is done after you provide us with the information we request. However, if we reasonably believe a risk still exists after you have provided us that information, we may take action to protect us, our users, a third party, or you from reversals, fees, fines, penalties, legal and/or regulatory risks and any other liability.

Court Orders, Regulatory Requirements or Other Legal Process

If we are notified of a court order or other legal process (including garnishment or any equivalent process) affecting you, or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may be required to take certain actions, including holding payments to/from your SQRIL account, placing a hold or limitation on your SQRIL account, or releasing the funds. We will decide, in our sole discretion, which action is required of us. We do not have an obligation to contest or appeal any court order or legal process involving you or your SQRIL account. When we implement a hold or limitation as a result of a court order, applicable law, regulatory requirement or other legal process, the hold or limitation may remain in place longer than 180 days.

Protection from Unauthorized Transactions

To protect yourself from unauthorized activity in your SQRIL account, you should regularly log into your SQRIL account and review your SQRIL account statement. We will notify you of each transaction by sending an email to your primary email address on file. You should review these transaction notifications to ensure that each transaction was authorized and accurately completed.

What is an Unauthorized Transaction

An "Unauthorized Transaction" occurs when money is sent from your SQRIL account that you did not authorize and that did not benefit you. For example, if someone steals or fraudulently obtains your password, uses the password to access your SQRIL account, and sends a payment from your SQRIL account, an Unauthorized Transaction has occurred.

What is not considered an Unauthorized Transaction

The following are NOT considered Unauthorized Transactions:

• If you grant authority to someone to use your SQRIL account (by giving them the login information) and they exceed the authority you gave them. You are responsible for transactions made in this situation unless you have previously notified us that you no longer authorize transfers by that individual.
• Invalidation and reversal of a payment as a result of the actions described under Refunds, Reversals and Chargebacks.

Reporting an Unauthorized Transaction

If you believe your SQRIL login information has been lost or stolen, please contact SQRIL customer service via email at info@sqril.io.

Tell us AT ONCE if you believe that an electronic fund transfer has been made without your permission using your respective login information or by other means, or if your SQRIL activated mobile phone has been lost, stolen, or deactivated. You could lose all the money in your SQRIL account. For suspected Unauthorized Transactions you must report these to us following the instructions above.

Also, if your SQRIL account statement shows transfers that you did not make, including those made with your SQRIL login information or by other means, tell us at once. If you do not tell us within 60 days after we provided the statement to you, you may not get back any money lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we may extend the time periods.

Filing a chargeback or reversal with your financial institution related to a SQRIL payment does not constitute notice of an Unauthorized Transaction to us. You must contact us directly to notify us of Unauthorized Transactions by reaching out to SQRIL customer service at info@sqril.io.

Error Resolution

What is an error

An "error" means the following:

• When money is either incorrectly taken from your SQRIL account or incorrectly placed into your SQRIL account, or when a transaction is incorrectly recorded in your SQRIL account.
• You send a payment and the incorrect amount is debited from your SQRIL account.
• An incorrect amount is credited to your SQRIL account.
• A transaction is missing from or not properly identified in the account statement.
• We make a computational or mathematical error related to your SQRIL account.

What is not considered an error

The following are NOT considered errors:

• If you give someone authority to access your SQRIL account (for example, by giving them your login information) and they exceed their authority. You are responsible for transactions made in this situation.
• Invalidation and reversal of a payment as a result of the actions described under Refunds, Reversals and Chargebacks.
• You request a receipt or periodic statement documents that we are required to provide to you.
• Routine inquiries about money in your SQRIL account or the status of a pending transfer to or from your SQRIL account, unless you expressly notify us of an error in connection with the transfer.
• Requests for duplicate documentation or other information for tax or other recordkeeping purposes.

In case of errors or questions about your electronic transfers

Email us at info@sqril.io.

Notify us as soon as you can if you think the statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.

Filing a chargeback or reversal with your financial institution related to a SQRIL payment does not constitute notice of an error to us. You must contact us directly to notify us of errors. When you notify us:

• Tell us your name and account number (if any).
• Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
• Tell us the dollar amount of the suspected error.

If you tell us orally, we may require that you send us your complaint or question in via email within 10 Business Days.

We will determine whether an error occurred within 10 Business Days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will provisionally credit your SQRIL account within 10 Business Days for the amount you think is in error and will notify you within 2 Business Days of the credit, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 Business Days, we may not credit your SQRIL account.

For errors involving new SQRIL accounts, we may take up to 90 days to investigate your complaint or question. For new SQRIL accounts, we may take up to 20 Business Days to credit your SQRIL account for the amount you think is in error.

We will tell you the results within 3 Business Days after completing our investigation.

• If we determine that there was an error, we will promptly credit the full amount of the error into your SQRIL account within 1 Business Day of our determination. Or, if you have already received a provisional credit, you will be allowed to retain those amounts.
• If we decide that there was no error, we will send you a written explanation, and, if you received a provisional credit, after giving you 5 Business Days advance notice of the date and amount of the debit, we will remove it from your SQRIL account. You may ask for copies of the documents that we used in our investigation.

Processing Errors

We will rectify any processing error that we discover. If the error results in:

• You receive less than the correct amount to which you were entitled, then we will credit your SQRIL account for the difference between what you should have received and what you actually received.
• You receive more than the correct amount to which you were entitled, then we will debit your SQRIL account for the difference between what you actually received and what you should have received.
• Our not completing a transaction on time or in the correct amount, then we will be responsible to you for your losses or damages directly caused by this failure, unless:
• through no fault of ours, you did not have enough available funds to complete the transaction;
• our system was not working properly and you knew about the breakdown when you started the transaction; or
• the error was due to extraordinary circumstances outside our control (such as fire, flood or loss of Internet connection), despite our reasonable precautions.

Processing errors are not:

• Delays that result from us applying holds or limitations.
• Delays based on a payment review or bank transfer review.
• Delays described under How to buy something related to the time it may take for a purchase transaction to be completed in some situations.
• Your errors in making a transaction (for example, mistyping an amount of money that you are sending).

Communications Between You and Us

By providing us your mobile phone number and opting in to receive text messages, you agree that we, including our affiliates, may contact you at that number using autodialed or prerecorded message calls or text messages to: (i) service your SQRIL account, (ii) investigate or prevent fraud, or (iii) collect a debt. We will not use autodialed or prerecorded message calls or texts to contact you for marketing purposes unless we receive your prior express written consent. You can decline to receive autodialed or prerecorded message calls or texts to the mobile phone number by replying STOP to a message from the phone number you wish to be opted-out from such messages or by sending an email to ContactOptOut@SQRIL.io from the email associated with the account with the following message:

Please do not contact my phone with autodialed or prerecorded message calls or text messages.

This will ensure that you will not be contacted by SQRIL or on behalf of SQRIL with autodialed or prerecorded message calls or text messages. Text HELP to a message for assistance and more information. Message and data rates may apply. The frequency of messages may vary, and standard telephone minute and text charges may apply. Neither we nor your phone carriers are liable for delayed or undelivered messages. Please review our privacy statement in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information. We may share the mobile phone number(s) you provide to us with service providers with whom we contract to assist us with the activities listed above, but we will not share your mobile phone number with third parties for their own purposes without your consent. We may communicate with you about your SQRIL account and the SQRIL services electronically as described in our consent to receive electronic disclosures. You will be considered to have received a communication from us, if it's delivered electronically, 24 hours after the time we post it to our website or email it. You will be considered to have received a communication from us, if it's delivered by mail, 3 Business Days after we send it.

You understand and agree that, to the extent permitted by law, we may, without further notice or warning, monitor or record telephone conversations you or anyone acting on your behalf regarding your SQRIL account has with us or our agents for quality control and training purposes or for our own protection. You acknowledge and understand that while your communications with us may be overheard, monitored, or recorded, not all telephone lines or calls may be recorded by us, and we do not guarantee that recordings of any particular telephone calls will be retained or retrievable.

Our Rights

Our suspension and termination rights

We, in our sole discretion, reserve the right to suspend or terminate this user agreement, your access to or use of our websites, software, systems (including any networks and servers used to provide any of the SQRIL services) operated by us or on our behalf or some or all of the SQRIL services for any reason and at any time upon notice to you and, upon termination of this user agreement, the payment to you of any unrestricted money being held for you.

Security interest

As security for the performance of your obligations under this user agreement, you grant to us a lien on, and security interest in and to, money in your SQRIL account and any other funds held in our possession.

Amounts owed to us

We may deduct amounts owed to us, in whole or in part, from money that is sent to your SQRIL account later by you. While you owe amounts to us, we may:

• reverse payments you have sent;
• engage in collection and other efforts to recover such amounts from you, including, but not limited to, making attempts on your top-up methods to cover the amounts; and
• place a limitation or take other action on your SQRIL account as outlined under Restricted Activities and Holds.

If you have more than one SQRIL account, even if you have those accounts without our authorization and in breach of this agreement, we may set off amounts owed to us in one SQRIL account against money in or money sent to your other SQRIL account(s). If you continue using your SQRIL account when you have amounts owed to us, you authorize us to combine amounts owed to us with any debit or transaction sent from your SQRIL account.

IF YOU HAVE AMOUNTS PAST DUE, YOU SHOULD CONFIRM THAT TOP-UP METHODS CONTAIN FUNDS SUFFICIENT TO COVER ANY AMOUNTS PAST DUE. THIS WILL HELP YOU AVOID OVERDRAFT OR OTHER FEES YOUR FINANCIAL INSTITUTIONS MAY CHARGE.

Insolvency proceedings

If any proceeding by or against you is commenced under any provision of the Canada Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, we'll be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this agreement.

Assumption of rights

If we invalidate and reverse a payment that you made to a recipient (either at your initiative or otherwise), you agree that we assume your rights against the recipient and third parties related to the payment and may pursue those rights directly or on your behalf, in our discretion.

No waiver

Our failure to act with respect to a breach of any of your obligations under this user agreement by you or others does not waive our right to act with respect to subsequent or similar breaches.

Indemnification and Limitation of Liability

In this section, we use the term "SQRIL" to refer to 1421069 B.C. LTD, and each of their respective directors, officers, employees, agents, joint venturers, service providers and suppliers. Our affiliates include each entity that we control, we are controlled by or we are under common control with.

Indemnification

You must indemnify for actions related to your SQRIL account and your use of the SQRIL services. You agree to defend, indemnify and hold SQRIL harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party due to or arising out of your breach of this user agreement, your improper use of the SQRIL services, your violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom you grant permissions to use your SQRIL account or access our websites, software, systems (including any networks and servers used to provide any of the SQRIL services) operated by us or on our behalf, or any of the SQRIL services on your behalf.

Limitation of liability

SQRIL's liability is limited with respect to your SQRIL account and your use of the SQRIL services. In no event shall SQRIL be liable for lost profits or any special, incidental or consequential damages (including without limitation damages for loss of data or loss of business) arising out of or in connection with our websites, software, systems (including any networks and servers used to provide any of the SQRIL services) operated by us or on our behalf, any of the SQRIL services, or this user agreement (however arising, including negligence), unless and to the extent prohibited by law.

Our liability to you or any third parties in any circumstance is limited to the actual amount of direct damages. In addition, to the extent permitted by applicable law, SQRIL is not liable, and you agree not to hold SQRIL responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from: (1) your use of, or inability to use, our websites, software, systems (including any networks and servers used to provide any of the SQRIL services) operated by us or on our behalf, or any of the SQRIL services; (2) delays or disruptions in our websites, software, systems (including any networks and servers used to provide any of the SQRIL services) operated by us or on our behalf and any of the SQRIL services; (3) viruses or other malicious software obtained by accessing our websites, software, systems (including any networks and servers used to provide any of the SQRIL services) operated by us or on our behalf or any of the SQRIL services or any website or service linked to our websites, software or any of the SQRIL services; (4) glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems (including any networks and servers used to provide any of the SQRIL services) operated by us or on our behalf or any of the SQRIL services or in the information and graphics obtained from them; (5) the content, actions, or inactions of third parties; (6) a suspension or other action taken with respect to your SQRIL account; or (7) your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this user agreement or our policies.

Disclaimer of Warranty and Release

No warranty

The SQRIL services are provided "as-is" and without any representation or warranty, whether express, implied or statutory. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

We do not guarantee continuous, uninterrupted or secure access to any part of the SQRIL services, and operation of our websites, software, or systems (including any networks and servers used to provide any of the SQRIL services) operated by us or on our behalf may be interfered with by numerous factors outside of our control. We will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, debit cards, credit cards are processed in a timely manner but we make no representations or warranties regarding the amount of time needed to complete processing because the SQRIL services are dependent upon many factors outside of our control, such as delays in the banking system. Some provinces/states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply.

Your Release of Us

If you have a dispute with any merchant, you release us from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Agreement to Arbitrate

You and SQRIL agree that any claim or dispute at law or equity that has arisen or may arise between you and us (including claims or disputes that arise out of or relate to the SQRIL services or your SQRIL account) will be resolved in accordance with the Agreement to Arbitrate provisions set forth below. Please read this information carefully. Among other things it:

• Affects your and our rights and will impact how claims between you and us are resolved, including your and our agreement to waive the right to trial by jury.
• Includes a Prohibition of Class and Representative Actions and Non Individualized Relief pursuant to which you agree to waive your right to participate in a class action lawsuit against us.
• Requires you to follow the opt-out procedures to opt-out of the Agreement to Arbitrate by emailing us a written notice. If you are a new user, the opt-out notice must be made no later than 30 days after the date you accept this user agreement for the first time.

If a dispute arises between you and SQRIL regarding the SQRIL services, our goal is to learn about and address your concerns. If we are unable to do so to your satisfaction, we aim to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and SQRIL regarding the SQRIL services may be reported to customer service online through the SQRIL customer service at info@sqril.io.

Agreement to Arbitrate

Our Agreement

You and SQRIL each agree that any and all disputes or claims that have arisen or may arise between you and SQRIL (including claims or disputes that arise out of or relate to the SQRIL services or your SQRIL account), including without limitation federal and provincial/state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved exclusively through final and binding arbitration or in small claims court. You or SQRIL may assert claims in small claims court instead of in arbitration if the claims qualify and so long as the matter remains in small claims court and advances only on an individual (non-class, non-representative) basis. This Agreement to Arbitrate is intended to be broadly interpreted. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.

Notice of Disputes and Settlement Discussions

Before bringing any dispute or claim, you or SQRIL must first send the other party, by certified mail, a completed Notice of Dispute. You should send this notice to sqril.io, Attn: Legal Specialists, Re: Notice of Dispute. SQRIL will send any notice to you to the address we have on file associated with your SQRIL account; it is your responsibility to keep your address up to date. To be valid, the Notice of Dispute must contain all information called for in the Notice of Dispute form including but not limited to: your or SQRIL's signature, the email address and phone number associated with the customer's SQRIL account, a description of the nature and basis of the claims that are being asserted, a statement of the specific relief sought, and any relevant documents and supporting information reasonably available to the claiming party.

If you and SQRIL are unable to resolve the claims described in the notice within 45 days after the notice is received by you or SQRIL, you or SQRIL may commence an arbitration proceeding. A form for initiating arbitration proceedings is available on the AAA's website at www.adr.org. The Notice of Dispute requirements are essential in order to give the parties a meaningful chance to resolve disputes informally.

Prohibition of Class and Representative Actions and Non-Individualized Relief

You and SQRIL agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and SQRIL agree otherwise, the arbitrator may not consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s). Any relief awarded cannot affect SQRIL or SQRIL customers.

Arbitration Procedures

• Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. All issues are for the arbitrator to decide, except that a court of competent jurisdiction shall decide issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, and issues that this Agreement to Arbitrate indicates that a court can resolve.
• Any arbitration will be administered by the Canadian Arbitration Association (referred to as the "CAA"). For all claims, the Consumer Arbitration Rules in effect at the time the arbitration is commenced, as applicable, and as modified by this Agreement to Arbitrate, shall apply. The CAA's rules are available at www.adr.org. In the event that the CAA is unavailable or unwilling to administer the arbitration consistent with this Agreement to Arbitrate, another administrator will be selected by the parties or by the court.
• Any arbitration hearings shall be held in Canada or at another mutually agreed location. If the value of the relief sought is CAD$25,000 or less, the arbitration will be conducted based solely on written submissions, unless any party requests an in-person, telephonic, or videoconference hearing or the arbitrator decides that a hearing is necessary. In cases where an in-person hearing is held, you and/or SQRIL may attend by telephone or videoconference, unless the arbitrator requires otherwise.
• The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. No court or arbitrator shall be bound by rulings in prior arbitrations involving different SQRIL or SQRIL customers, but a court or arbitrator will be bound by rulings in prior arbitrations involving the same SQRIL or SQRIL customer to the extent required by applicable law. The award of the arbitrator shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Costs of Arbitration

Payment of all CAA or arbitrator fees will be governed by the CAA's rules, unless otherwise stated in this Agreement to Arbitrate. In the event the arbitrator determines that either the substance of your or SQRIL's claim or the relief sought was frivolous or brought for an improper purpose, then you or SQRIL may seek to recover from you or SQRIL any fees it paid, including attorneys' fees, to the extent permitted by the CAA's rules and applicable law.

Severability

With the exception of any of the provisions in the Prohibition of Class and Representative Actions and Non-Individualized Relief section above, if a court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If a court decides that any of the provisions in the Prohibition of Class and Representative Actions and Non-Individualized Relief section above is invalid or unenforceable because it would prevent the exercise of a non-waivable right to pursue public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in court. All other disputes subject to arbitration under the terms of the Agreement to Arbitrate shall be arbitrated under its terms.

Opt-Out Procedure

You can choose to reject this Agreement to Arbitrate ("opt-out") by emailing us a written opt-out notice. For new SQRIL users, the opt-out notice must be made no later than 30 days after the date you accept the User Agreement for the first time. You must email the opt-out to info@sqril.io, Attn: Litigation Department, Re: SQRIL Opt-Out. You must complete the opt-out email by providing all information including your name, address, phone number, SQRIL user name, and the email address(es) used to log in to the SQRIL account(s) to which the opt-out applies. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt-out of the Agreement to Arbitrate. If you opt-out of this Agreement to Arbitrate, all other parts of the User Agreement will continue to apply. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

Future Amendments to this Agreement to Arbitrate

Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against SQRIL or you prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by this Agreement to Arbitrate that have arisen or may arise between you and SQRIL. We will notify you of amendments to this Agreement to Arbitrate by providing notice through email at least 21 days before the effective date of the amendments. If you do not agree to these amended terms, you may close your SQRIL account within the 21-day period and you will not be bound by the amended terms.

Our trademarks

"SQRIL.io," "SQRIL," and all logos related to the SQRIL services are either trademarks or registered trademarks of SQRIL or SQRIL's licensors. You may not copy, imitate, modify or use them without our prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of SQRIL. You may not copy, imitate, modify, or use them without our prior written consent. All right, title and interest in and to the SQRIL websites, any content thereon, the SQRIL services, the technology related to the SQRIL services, and all technology and any content created or derived from any of the foregoing is the exclusive property of SQRIL and its licensors.

License grants, generally

If you are using our software such as an API, developer's toolkit or other software application, which may include software provided by or integrated with software, systems or services of our service providers, that you have downloaded or otherwise accessed through a web or mobile platform, then SQRIL grants you a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free limited license to access and/or use our software in accordance with the documentation accompanying such software, including this user agreement. This license grant applies to the software and all updates, upgrades, new versions and replacement software. You may not rent, lease or otherwise transfer your rights in the software to a third party. You must comply with the implementation, access and use requirements contained in all documentation accompanying the SQRIL services. If you do not comply with implementation, access and use requirements you agree you will be liable for all resulting damages suffered by you, us and/or third parties. We may update or discontinue any software upon notice to you. While we may have (1) integrated certain third party materials and technology into any web or other application, including its software, and/or (2) accessed and used certain third party materials and technology to facilitate providing you with the SQRIL services, you have not been granted and do not otherwise retain any rights in or to any such third party materials. You agree not to modify, alter, tamper with, repair, copy, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software or any third party materials or technology, or otherwise create any derivative works from any of the software or third party materials or technology. You acknowledge that all rights, title and interest to our software are owned by SQRIL and any third party materials integrated therein are owned by our third party service providers. Any other third party software application you use on the SQRIL websites is subject to the license you agreed to with the third party that provides you with this software. You acknowledge that SQRIL does not own, control nor have any responsibility or liability for any such third party software application you elect to use on any of our websites, software and/or in connection with the SQRIL services.

License grant from you to SQRIL; intellectual property warranties

We do not claim ownership of the content that you upload, submit or send to us. When you provide content to us or post content using SQRIL services, you grant us, our affiliates and our users (including parties that we work with) a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, transferable, sublicensable and worldwide license to duplicate, copy, display, publish, upload, perform, distribute, modify, create derivative works, delete, post, forward to others and otherwise use your content and associated intellectual property and publicity rights to help us improve, operate, promote, advertise and market our current services and develop new ones, in any form, language, medium or technology now known or later developed. We will not compensate you for any content.

You further represent and warrant that (1) you own or otherwise have all the licenses, rights, consents and permissions in your content necessary to make the above license and grant, (2) your content is accurate and (3) your content and our use of your content do not and will not infringe any intellectual property, privacy, proprietary or publicity rights, or otherwise violate confidentiality obligations, these terms or applicable law. Further, you agree to waive your moral rights, and promise that you will not to assert any rights in your content against us.

Submitting Intellectual Property Complaints

We respect the intellectual property of others and require that SQRIL account holders comply with relevant intellectual property laws, including copyright and trademark laws. We may, in appropriate circumstances and at our discretion, limit or terminate the use of our products or services for users who use or publish content on the SQRIL platform that is subject to intellectual property rights claims.

SQRIL will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA"). If you believe your intellectual property rights have been infringed by content on the SQRIL platform, you may request a removal of this content from our website by submitting an infringement report to infringementreport@SQRIL.io.

If you believe that content you posted on the site was removed, or access to it was disabled, by mistake or misidentification, you may file a counter-notification with us by submitting a written notification to the email or address above pursuant to the DMCA.

We may terminate an infringer's access to SQRIL products or services in our sole discretion and we have a policy to terminate accounts of repeat infringers.

Miscellaneous

Assignment

You may not transfer or assign any rights or obligations you have under this user agreement without our prior written consent. We may transfer or assign this user agreement or any right or obligation under this user agreement at any time.

Business Days

"Business Day(s)" means Monday through Friday, excluding holidays when SQRIL's offices are not considered open for business in the Canada Holidays.

Dormant accounts

If you do not log in to your personal account for two or more years, we may start to charge you a monthly fee of CAD$5.00 until your account has a zero balance. Where required, we will send you a notice prior to taking any of your funds. If you fail to respond to this notice, your funds held in our possession will be drawn down following 30 days.

Governing law

You agree that, except to the extent inconsistent with or preempted by federal law and except as otherwise stated in this user agreement, the laws of the Province of British Columbia, without regard to principles of conflict of laws, will govern this user agreement and any claim or dispute that has arisen or may arise between you and SQRIL regarding your use of the SQRIL services.

Identity authentication

You authorize us, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include:

• asking for further information, such as date of birth, a social security or taxpayer identification number, physical address and other information that will allow us to reasonably identify you;
• requiring steps to confirm ownership of an email address, phone number or financial instrument;
• ordering a credit report from a credit reporting agency, or verifying your information against third party databases or through other sources; or
• requiring you to provide a driver's license or other identifying documents.

Anti-money laundering and counter-terrorism financing laws may require that we verify the required identifying information if you use certain SQRIL services. We reserve the right to close, suspend, or limit access to your SQRIL account and/or the SQRIL services in the event that, after reasonable enquiries, we are unable to obtain information required to verify your identity.

Money Service Business License

1421069 B.C. LTD (dba SQRIL) is a licensed provider of money transfer services in Canada and is governed by FINTRAC.

SQRIL is only a payment service provider

We act as a payment service provider only. We do not:

• Act as an escrow agent with respect to any money you top-up before its used;
• Act as your agent or trustee;
• Enter into a partnership, joint venture, agency or employment relationship with you;
• Guarantee the identity of any user or seller;
• Determine if you are liable for any taxes; or
• Unless otherwise expressly set out in this agreement, collect or pay any taxes that may arise from use of our services.

Privacy

Protecting your privacy is very important to us. Please review our privacy policy in order to better understand our commitment to maintaining accountholder privacy, as well as our use and disclosure of accountholder information.

Third party providers

The SQRIL app works on an application linked to a particular device and operating system, such as Android or Apple's iOS operating system. Your use of the SQRIL services may be subject to separate agreements you may enter into with your mobile device operating system provider (e.g., Apple®, Google® or Microsoft®), your mobile device manufacturer (e.g., Apple®, Samsung®), your mobile service carrier (e.g., Rogers® or Telus®), and other parties involved in providing your mobile device service, which we collectively refer to as "Covered Third Parties." You agree that you will comply with all applicable third-party terms of agreement when using the SQRIL Services. We are not a party to those agreements and we have no responsibility for the products and services provided by third parties. You acknowledge and agree that this agreement is between you and SQRIL, not with any Covered Third Party. You acknowledge and agree that we are solely responsible for the SQRIL services and for providing maintenance and support services for the SQRIL services.

Covered Third Parties have no warranty obligations whatsoever with respect to the SQRIL Services and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the SQRIL services to conform to any warranty provided by us, if any, will be our sole responsibility.

We, not any Covered Third Parties, are responsible for addressing any claims relating to the SQRIL services, including, but not limited to: (i) product liability claims; (ii) any claim that the SQRIL Services fail to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection, privacy, or similar legislation; and (iv) intellectual property claims.

If you are using the SQRIL Services on an Apple device, you acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of this Agreement, and that Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary. Such rights may also accrue to other handset manufacturers and operating systems which participate in the SQRIL services.

Unlawful internet gambling notice

Restricted transactions as defined in Federal Reserve Regulation GG are prohibited from being processed through your SQRIL account or your relationship with SQRIL. Restricted transactions generally include, but are not limited to, transactions in which credit, electronic fund transfers, checks, or drafts are knowingly accepted by gambling businesses in connection with unlawful Internet gambling.

Your use of information; Data protection laws

If you receive information about any SQRIL customer, you must keep the information confidential and only use it in connection with the SQRIL services. You may not disclose or distribute any information about SQRIL users to a third party or use the information for marketing purposes unless you receive that user's express consent to do so. You may not send unsolicited emails to a SQRIL customer or use the SQRIL services to collect payments for sending, or assist in sending, unsolicited emails to third parties.

The privacy and data protection laws that may apply include any associated regulations, regulatory requirements and codes of practice applicable to the provision of the services described in this agreement.

In complying with such laws, you will:

• implement and maintain all appropriate security measures for the processing of personal data; and
• not knowingly do anything or permit anything to be done which might lead to a breach of any privacy data protection laws by us.