Terms and Conditions

1. About These Terms

These Terms and Conditions (the “Terms”) govern access to and use of the websites, dashboards, application programming interfaces, software tools, compliance workflow tools, blockchain analytics interfaces, reporting tools, and related technical services made available by AlixPay Financial Network Inc. (“AlixPay”, “we”, “us” or “our”).

By creating an account, accessing the Platform, integrating with our APIs, or using any Service, you agree to these Terms and to our Privacy Policy. If you use the Services on behalf of a company or other organization, you represent that you have authority to bind that organization, and “you” includes that organization.

If you do not agree to these Terms, you must not access or use the Platform or Services.

2. Company and Regulatory Status

AlixPay Financial Network Inc. is incorporated in British Columbia, Canada. Our registered office is A7160 Tahoma Place, Chilliwack, BC V4Z 0E1, Canada.

AlixPay provides services only where it has determined that it may lawfully do so and maintains, where applicable, registrations or authorizations required for the relevant services. Where AlixPay directly provides virtual currency exchange or virtual currency transfer services, those activities are provided only in accordance with applicable Canadian money services business requirements, including registration with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) where required.

Regulatory registration is not an endorsement. Any FINTRAC money services business registration or other regulatory registration should not be understood as a licence, certification, approval, guarantee, or endorsement by that regulator.

AlixPay is not offering, under these Terms, services that are intended to require registration as a payment service provider under the Retail Payment Activities Act (Canada) (“RPAA”) or registration under Canadian securities or derivatives laws. If AlixPay launches a regulated payment service, hosted wallet, custody service, crypto asset trading platform, securities, derivatives, staking, lending, yield, or investment product in Canada, additional review, registration or exemptive relief may be required and updated product terms will apply.

3. Services Covered by These Terms

The Services may include the following, depending on availability, user eligibility, jurisdiction, and the product terms or written agreement made available to you:

Technical Platform access, including dashboards, APIs, documentation, sandbox tools, integration tools, operational configuration, user permissions, alerts, reports, logs, case management and support tools.
Blockchain address screening, transaction risk monitoring, compliance workflow tools, sanctions and wallet-risk analytics, and related operational reports.
Transaction metadata processing, status display, reconciliation support and messaging between you and Third-Party Providers, without AlixPay becoming the provider of the underlying third-party service.
Where expressly made available and legally permitted, limited virtual currency exchange or virtual currency transfer services subject to AlixPay’s MSB, AML/ATF, sanctions, travel rule and transaction monitoring controls.
Customer support, service notices, technical troubleshooting, account administration and related operational services.

The Platform may support integrations with third-party wallets, exchanges, liquidity providers, payment processors, banks, compliance vendors, identity verification providers, blockchain networks and other Third-Party Providers. Unless a separate written agreement expressly states otherwise, those Third-Party Providers are responsible for the regulated services they independently provide.

4. Services Not Covered by These Terms

Unless AlixPay expressly agrees in a separate written agreement after legal and regulatory review, AlixPay does not provide the following services under these Terms:

Hosted wallet services, custody services, safekeeping of private keys, omnibus asset accounts, asset pooling, deposit accounts, stored-value accounts, or balances that may be held with AlixPay for later withdrawal.
Merchant acquiring, merchant checkout, QR payment acceptance, point-of-sale payment acceptance, card issuing, card acquiring, card processing, payment routing, fiat payout, funds settlement, clearing or settlement services, or other retail payment functions as a distinct service or business activity.
A payment account maintained on behalf of an end user for future electronic funds transfers, holding fiat funds on behalf of an end user, initiating electronic funds transfers at an end user’s request, authorizing or transmitting instructions in relation to electronic funds transfers, or providing clearing or settlement services under the RPAA.
A securities exchange, derivatives exchange, alternative trading system, marketplace, broker, investment dealer, portfolio manager, investment adviser, crypto asset trading platform, crypto contract platform, staking service, yield product, lending product, margin trading product, derivatives product, or investment program.
Legal, tax, accounting, financial, investment, trading, payment regulatory, securities regulatory or other professional advice.

You must not describe, market, integrate or use the Platform in a way that represents AlixPay as providing any excluded service. Any proposed product configuration that would require AlixPay to hold customer assets, hold end-user fiat funds, maintain end-user payment accounts, provide merchant checkout, provide settlement, act as a payment service provider, or operate a crypto asset trading platform requires AlixPay’s prior written approval and separate legal terms.

5. Definitions

“Account” means an administrative account, dashboard profile, compliance workflow profile, technical integration profile, or API access profile created for you on the Platform. An Account is not a bank account, deposit account, payment account, securities account, stored-value account, or hosted wallet.

“Business Customer” means a company, organization, merchant, platform operator, financial institution, virtual asset service provider, payment provider, or other business that accesses or integrates with the Platform.

“Customer End User” means an individual or entity that is a customer, user, payer, payee, beneficiary, originator, counterparty, cardholder, wallet owner, or other end user of a Business Customer or Third-Party Provider. A Customer End User is not automatically an AlixPay customer.

“Digital Asset” or “Virtual Currency” means a digital representation of value, including a crypto asset, virtual currency or value-referenced crypto asset, that may be transferred, exchanged or used through blockchain or distributed ledger technology. The term does not mean a security, derivative, deposit or fiat currency unless applicable law requires otherwise.

“Fiat Currency” means government-issued currency that is legal tender in its jurisdiction of issuance.

“Platform” means the websites, dashboards, APIs, software tools, documentation, compliance workflow tools, transaction monitoring interfaces, reporting tools and related technology made available by AlixPay.

“Services” means the services described in Section 3 and any applicable product page, order form, schedule, API agreement or service agreement. Services exclude the activities described in Section 4 unless separately agreed in writing by AlixPay.

“Third-Party Provider” means a bank, payment service provider, payment processor, card network, wallet provider, custodian, exchange, liquidity provider, blockchain network, compliance vendor, identity verification provider, cloud provider, analytics provider or other third party involved in providing or supporting a service.

6. Eligibility and Account Registration

You may use the Services only if you are legally capable of entering into a binding agreement, are at least 18 years old if you are an individual, and are not located in or ordinarily resident in a jurisdiction where AlixPay does not provide the relevant Services.

You must provide accurate, complete and current information during registration and throughout your use of the Services. We may reject, suspend, restrict or terminate an Account if information is incomplete, inaccurate, misleading, outdated, inconsistent or cannot be verified.

A Business Customer must ensure that each administrator, employee, agent, contractor, developer, integration partner or other person using the Platform on its behalf (an “Authorized User”) is properly authorized and complies with these Terms. You are responsible for all activity under your Account, including activity by Authorized Users.

7. Customer Responsibility for Regulated Activities

You are responsible for your own products, services, customers, Customer End Users, regulatory status, licences, registrations, approvals, authorizations, disclosures, consumer notices, privacy notices, terms of service, complaints handling, tax obligations, and compliance controls.

You must not use the Platform to offer or facilitate financial, payment, securities, derivatives, virtual currency, custody, remittance, wallet, merchant, card, consumer lending or other regulated services unless you have all registrations, licences, approvals, exemptions and controls required for your role and jurisdiction.

You must ensure that your website, app, customer communications and marketing materials accurately describe AlixPay’s role as a technical platform provider and, where applicable, a limited virtual currency exchange or transfer service provider. You must not state or imply that AlixPay provides merchant acquiring, checkout, card acceptance, funds settlement, end-user payment accounts, hosted wallets, custody, securities trading, derivatives trading, investment advice, yield, staking or lending services unless AlixPay has expressly agreed in writing.

8. Account Security

You must protect login credentials, API keys, private system credentials, devices, one-time passwords, recovery codes, webhooks and other security information. You must use strong passwords, enable multi-factor authentication where available, restrict access to authorized personnel, promptly remove access for personnel who no longer require it, and follow reasonable security practices for API integrations.

If you suspect unauthorized access, credential compromise, device compromise, mistaken instructions, API misuse, data leakage or any other security incident affecting your Account, you must notify AlixPay immediately. We may temporarily restrict access, reset credentials, disable API keys, suspend integrations or take other steps to protect you, AlixPay, other users, Third-Party Providers, Customer End Users or the integrity of the Platform.

Where biometric authentication is enabled through a device operating system, browser, application store provider or identity verification provider, that feature is primarily controlled by the relevant provider. You are responsible for managing biometric settings on your device. AlixPay does not guarantee that biometric authentication will prevent unauthorized access.

9. KYC, KYB, AML/ATF, Sanctions and Travel Rule Compliance

AlixPay maintains anti-money laundering, anti-terrorist financing, sanctions, fraud prevention, transaction monitoring, wallet screening, travel rule and regulatory reporting controls. You agree to provide all information and documents we reasonably request for compliance purposes, including identity, business registration, beneficial ownership, directors, authorized signatories, regulatory status, source of funds, source of wealth, expected activity, transaction purpose, wallet addresses, originator and beneficiary information, counterparty information and supporting evidence.

We may screen you, Authorized Users, beneficial owners, directors, counterparties, Customer End Users, wallet addresses, transactions, devices, IP addresses and related information against sanctions, politically exposed person, adverse media, fraud, blockchain analytics and other compliance data sources.

We may delay, reject, block, freeze, suspend, restrict, reverse where technically and legally possible, or terminate any transaction, Account, API access, integration or Service where required by law, requested by a competent authority, or where we reasonably suspect unauthorized activity, fraud, money laundering, terrorist financing, sanctions evasion, market abuse, unlawful source of funds, account compromise or other prohibited activity.

We may report information to FINTRAC, law enforcement, sanctions authorities, payment networks, regulators, tax authorities, courts or other competent authorities where required or permitted by law. We may be prohibited from telling you the reason for certain actions, including where doing so would breach no-tipping-off obligations or other legal restrictions.

10. Wallet Addresses, Balances and Non-Custody

The Platform may display wallet addresses, blockchain transaction hashes, risk scores, operational balances, receivable or payable amounts, reconciliation records, transaction statuses or technical ledger entries. These records are provided for operational, compliance, reconciliation and reporting purposes only.

Except where AlixPay expressly agrees in a separate written agreement after legal and regulatory review, AlixPay does not hold private keys for you or Customer End Users, does not control hosted wallets for you or Customer End Users, does not pool Digital Assets for customers, does not maintain Digital Asset balances for future withdrawal, and does not accept Digital Assets or Fiat Currency for storage, safekeeping or investment.

Any wallet address, payment account, bank account, card account, exchange account, custody account or similar account used in connection with an integration is controlled by you or a Third-Party Provider unless AlixPay expressly states otherwise in a separate written agreement. You are responsible for verifying the correct address, network, tag, memo, beneficiary and provider before giving any instruction.

A displayed balance, quote, status, pending amount, receivable, payable, fee estimate, reconciliation record or ledger entry is not a deposit, stored value, payment account balance, securities account, investor account, trust account, custodial account or acknowledgement that AlixPay holds funds or Digital Assets for you or any Customer End User.

Where AlixPay directly receives Digital Assets or Fiat Currency for an immediate virtual currency exchange or transfer transaction, the receipt is for the specific transaction you instructed and not for a hosted wallet, stored-value account, deposit account or later withdrawal service. Processing may be delayed because of compliance review, sanctions screening, network conditions, technical issues or Third-Party Provider delays.

11. No Retail Payment Services under These Terms

The Platform is not intended, under these Terms, to make AlixPay a payment service provider under the RPAA. You must not configure, integrate or use the Platform so that AlixPay performs any retail payment function as a distinct service or business activity, including maintaining an end-user payment account, holding fiat funds for an end user, initiating an electronic funds transfer at an end user’s request, authorizing or transmitting an instruction in relation to an electronic funds transfer, or providing clearing or settlement services.

Any fiat payment, card payment, bank transfer, merchant checkout, QR acceptance, customer refund, chargeback, payout, clearing, settlement, safeguarding of end-user funds, account maintenance or payment dispute process must be provided by you or by an appropriately authorized Third-Party Provider, and not by AlixPay, unless AlixPay has expressly agreed in a separate written agreement and completed any required regulatory steps.

The Platform may transmit technical messages, API requests, webhook notifications, reconciliation files, metadata, status updates, compliance flags or other operational data between you and Third-Party Providers. These technical messages do not make AlixPay the provider of the underlying payment service where the payment function is performed by you or a Third-Party Provider.

12. No Securities, Derivatives or Investment Services

The Platform is not a securities exchange, derivatives exchange, marketplace, alternative trading system, investment dealer platform, broker-dealer platform, portfolio management service, investment advisory service, crypto asset trading platform, crypto contract platform, bank, trust company, deposit-taking institution or investor compensation scheme participant.

AlixPay does not provide order matching, margin, leverage, derivatives, options, futures, staking, yield, lending, borrowing, pooled investment products, managed accounts, investment recommendations, advice, portfolio allocation, suitability assessments or investor onboarding under these Terms.

A Digital Asset shown, screened, transferred, exchanged, priced or otherwise supported through the Platform is not a recommendation, endorsement, investment opinion, suitability determination or statement that the asset is safe, stable, liquid, compliant with securities or derivatives laws, or appropriate for you or any Customer End User.

If AlixPay determines that a Digital Asset, service, use case, customer type, counterparty, jurisdiction or transaction may involve securities, derivatives, investment, marketplace, dealer, advisory, custody or crypto asset trading platform risk, AlixPay may refuse, restrict, suspend or terminate the relevant Service or require separate written terms and legal approvals.

13. Supported Assets, Currencies, Networks and Jurisdictions

We determine, in our discretion and subject to applicable law, which Digital Assets, Fiat Currencies, networks, protocols, blockchain addresses, transaction types, jurisdictions, counterparties, compliance workflows and Third-Party Providers are supported. We may add, remove, suspend, limit or restrict support at any time for legal, regulatory, risk, security, liquidity, operational, network or commercial reasons.

You must not use or attempt to use unsupported assets, unsupported networks, unsupported address formats, unsupported tags or memos, unsupported counterparties, unsupported jurisdictions or restricted use cases. Unsupported assets or transactions may be delayed, rejected, blocked or unrecoverable.

14. Transactions and Instructions

You are responsible for reviewing all transaction, exchange, transfer, integration and workflow details before confirming an instruction, including asset type, network, wallet address, tag or memo, beneficiary, originator, amount, exchange rate, fees, provider, status and applicable restrictions. You are responsible for losses resulting from incorrect, incomplete, incompatible, unsupported or unauthorized instructions.

A transaction may be irreversible once submitted to a blockchain network, Third-Party Provider, liquidity provider, bank, payment processor or other system. We are not required to cancel, reverse or refund a completed transaction unless required by applicable law or these Terms.

We may impose transaction limits, velocity limits, asset limits, address limits, transfer limits, country limits, counterparty limits, API limits or other controls. We may also require manual review, enhanced due diligence, secondary confirmation or additional documentation before processing or allowing a transaction or workflow to continue.

Displayed prices, rates, fees, confirmations, risk scores, statuses and metadata may be delayed, estimated or subject to correction. We may correct obvious errors, technical errors, manifest pricing errors, duplicate entries or unauthorized transactions where legally and technically possible.

15. Exchange Rates, Fees and Network Costs

Before you confirm a virtual currency exchange or transfer transaction through an AlixPay Service, the Platform will display or otherwise make available the amount, currency or Digital Asset, applicable exchange rate, AlixPay fees, estimated network fees and other material charges to the extent known at that time.

Exchange rates may include a spread or margin and may differ from rates available on other platforms. Rates may change rapidly due to market conditions, liquidity, network conditions or Third-Party Provider pricing.

You are responsible for all fees, gas fees, miner or validator fees, bank fees, payment processor fees, chargeback fees, network fees, taxes and other costs associated with your transactions, except where the Platform expressly states otherwise. Fees payable to Third-Party Providers are governed by their terms.

If you believe a fee has been charged incorrectly, you must contact us promptly and provide the transaction ID and relevant evidence. We will review the issue in good faith, subject to applicable law and Third-Party Provider rules.

16. Refunds, Cancellations and Failed Transactions

Completed Digital Asset transactions generally cannot be refunded or cancelled because blockchain transactions are irreversible or practically irreversible.

If a transaction has not been completed, you may request cancellation through the Platform or customer support. Cancellation is not guaranteed and may be unavailable where processing has already started, a rate has been locked, compliance review is underway, or a blockchain network or Third-Party Provider has accepted the instruction.

If a transaction fails because of an AlixPay system error and funds or Digital Assets are received by AlixPay for that specific transaction, we will use commercially reasonable efforts to return the relevant amount, less non-recoverable network, banking or Third-Party Provider costs, unless we are legally required or permitted to hold, block, freeze or report the transaction.

Transaction fees, network fees, gas fees and third-party costs are non-refundable unless expressly stated or required by applicable law.

17. Digital Asset and Stablecoin Risk Disclosure

Digital Assets involve significant risks. You may lose some or all of the value involved in a transaction. You acknowledge the following risks:

Price volatility and liquidity risk: Digital Asset prices can change rapidly and may become illiquid.
Stablecoin or value-referenced crypto asset risk: A Digital Asset may not maintain a stable value relative to fiat currency or another reference asset. AlixPay does not guarantee any issuer, reserve, redemption right, disclosure, solvency or regulatory compliance.
Network risk: Blockchain networks may be congested, delayed, reorganized, attacked, upgraded, forked, suspended or discontinued.
Technology risk: Smart contracts, wallets, bridges, protocols, APIs and software may contain vulnerabilities or fail.
Regulatory risk: Laws, regulator positions, sanctions, tax rules and enforcement practices may change and may affect the availability, value, transferability or legality of Digital Assets or Services.
Operational risk: Transactions may be delayed, rejected, frozen or blocked because of compliance reviews, wallet screening, sanctions screening, network conditions, third-party outages or technical issues.

18. Forks, Airdrops and Unsupported Assets

AlixPay is not required to support any fork, airdrop, staking reward, governance token, rebasing token, wrapped token, bridged token, token migration, network upgrade or unsupported asset. If an unsupported asset is sent to an address used in connection with the Platform or a Third-Party Provider, it may be unrecoverable.

We may determine whether and how to support a fork, airdrop, upgrade or migration. We may suspend transactions, exchanges, transfers, integrations, risk scoring or other Services during network events.

19. Prohibited Activities

You must not use the Platform or Services for any unlawful, abusive, deceptive or high-risk purpose. Prohibited activities include:

money laundering, terrorist financing, sanctions evasion, fraud, scams, ransomware, extortion, market manipulation or other illegal activity;
transactions involving sanctioned persons, sanctioned jurisdictions, terrorist property, proceeds of crime, stolen assets, darknet markets, mixers, tumblers, privacy tools used to conceal illicit activity or other prohibited sources;
using another person’s identity, false documents, nominee arrangements, shell structures or misleading information;
circumventing transaction limits, geoblocking, sanctions controls, KYC/KYB controls, wallet screening, API controls or security controls;
interfering with the Platform, scraping, reverse engineering, data mining, bypassing access controls, using unauthorized bots or introducing malicious code;
using the Platform to offer hosted wallets, custody, merchant acquiring, checkout, card acceptance, payment accounts, stored value, funds settlement, securities, derivatives, investment, staking, yield, lending or other regulated services without AlixPay’s prior written approval and all required regulatory approvals;
using the Services in a jurisdiction, business activity or product category that AlixPay has restricted or not approved.

20. Restricted Jurisdictions and Prohibited Persons

We may restrict or refuse Services for persons, entities, wallets, counterparties, transactions, corridors or jurisdictions where providing the Services would be unlawful, outside our risk appetite or inconsistent with our regulatory obligations.

You must not use the Platform or Services if you are subject to applicable sanctions, located in a sanctioned or restricted jurisdiction, acting on behalf of a sanctioned person, or otherwise prohibited from using the Services under applicable law.

21. Third-Party Providers and Third-Party Content

The Services may depend on Third-Party Providers. We are not responsible for third-party systems, networks, exchanges, wallets, banks, payment processors, payment service providers, card networks, custodians, liquidity providers, blockchain protocols, identity verification providers, analytics providers, app stores, telecommunications providers or internet service providers, except to the extent required by applicable law.

Third-party terms may apply to your use of certain features or integrations. You are responsible for reviewing and complying with those terms. Third-party content, prices, market data, risk scores, analytics, confirmations, settlement notices and status messages are provided for operational purposes and may be incomplete, delayed, inaccurate or unavailable.

If a Third-Party Provider provides a regulated service to you or a Customer End User, that Third-Party Provider is responsible for its own regulatory obligations unless applicable law provides otherwise. AlixPay does not control or guarantee that provider’s performance, compliance, solvency, safeguards, custody, payment processing, settlement timing or dispute handling.

22. Taxes

You are responsible for determining, reporting, withholding and paying all taxes, duties, levies, assessments and similar charges arising from your use of the Services, including income, capital gains, goods and services, sales, value-added, withholding or other taxes. AlixPay does not provide tax advice.

23. Electronic Communications and Service Notices

You consent to receive notices, records, disclosures, receipts, transaction confirmations, policy updates, security alerts and other communications electronically through the Platform, email, SMS, API messages, dashboard notices or other electronic channels.

Service communications are required for account administration, security, legal, compliance and transactional purposes. Marketing communications are optional and will be handled in accordance with applicable anti-spam laws and our Privacy Policy.

You must keep your contact details current. A notice sent to the contact details in your Account will be deemed delivered unless we receive evidence that delivery failed.

24. Intellectual Property and Licence

The Platform, Services, software, APIs, documentation, designs, trademarks, logos, content, reports, templates, risk models, data schemas and related intellectual property are owned by AlixPay or its licensors. Subject to your compliance with these Terms, AlixPay grants you a limited, revocable, non-exclusive, non-transferable licence to access and use the Platform solely for the permitted purposes of the Services.

You must not copy, modify, adapt, translate, reverse engineer, decompile, disassemble, resell, sublicense, scrape, frame, mirror, benchmark, extract training data from, or misuse the Platform, except as expressly permitted by law or a written agreement with AlixPay.

You retain ownership of data that you lawfully provide to AlixPay. You grant AlixPay the right to process that data to provide, secure, support, monitor, improve and enforce the Services, comply with law, and exercise rights under these Terms and our Privacy Policy.

25. Privacy and Personal Information

AlixPay collects, uses, discloses, transfers, retains and protects personal information as described in the AlixPay Privacy Policy. You must ensure that you have authority and any required consent to provide personal information about Authorized Users, directors, beneficial owners, employees, Customer End Users, counterparties, beneficiaries, originators or other individuals.

Where information is required for legal, regulatory, AML/ATF, sanctions, fraud prevention, security, transaction monitoring, travel rule, tax or service administration purposes, refusal or withdrawal of consent may prevent us from providing the Services or may require us to suspend or terminate an Account.

26. Suspension, Restriction and Termination

We may suspend, restrict, freeze, block, terminate or refuse any Account, transaction, API access, integration, workflow or Service, with or without prior notice, where:

you breach these Terms or another agreement with AlixPay;
we cannot verify required information or you fail to provide requested information;
we reasonably suspect unauthorized activity, fraud, money laundering, terrorist financing, sanctions evasion, unlawful source of funds, account compromise or other prohibited activity;
required by law, court order, regulator, law enforcement, sanctions authority, payment network, banking partner or Third-Party Provider;
necessary to protect AlixPay, users, counterparties, Third-Party Providers, Customer End Users or the integrity, security or availability of the Platform;
a Digital Asset, network, corridor, provider, counterparty or jurisdiction becomes unsupported, restricted or unavailable;
your use of the Platform appears to create payment service provider, hosted wallet, custody, securities, derivatives, crypto asset trading platform, consumer protection, privacy, AML/ATF, sanctions, tax, operational, reputational or financial risk not approved by AlixPay.

27. Effect of Termination

After termination, you remain responsible for all fees, reversals, taxes, liabilities and obligations arising before termination. We may retain records and personal information as required or permitted by law.

Subject to applicable law, compliance holds, sanctions restrictions, disputes and technical feasibility, we will provide a reasonable process for you to export available records or close your Account. Unsupported assets, prohibited assets, restricted transactions or information subject to legal restriction may be delayed, blocked, frozen, reported or handled as required by law.

28. Disclaimers

To the maximum extent permitted by law, the Platform and Services are provided on an “as is” and “as available” basis. AlixPay does not guarantee uninterrupted access, error-free operation, specific processing times, availability of any asset, network, rate, liquidity source, counterparty, Third-Party Provider, compliance result or regulatory outcome, or that the Services will meet your requirements.

Nothing in these Terms limits rights, warranties, conditions or remedies that cannot be excluded under applicable consumer protection, privacy, payments, securities or other mandatory laws.

29. Limitation of Liability

To the maximum extent permitted by applicable law, AlixPay and its directors, officers, employees, contractors, affiliates, agents and service providers will not be liable for indirect, incidental, special, consequential, exemplary, punitive or similar damages, or for lost profits, lost revenue, lost opportunity, loss of goodwill, loss of data, loss of Digital Assets due to your incorrect instructions or security failures, regulatory losses, third-party failures or business interruption.

To the maximum extent permitted by applicable law, AlixPay’s aggregate liability for all claims arising out of or relating to these Terms, the Platform or the Services will not exceed the greater of (a) CAD 10,000 and (b) the fees paid by you to AlixPay for the relevant Service during the 12 months before the event giving rise to the claim.

The limitations above do not apply to liability that cannot be limited by law, including liability for fraud, wilful misconduct or gross negligence where such exclusion is prohibited.

30. Indemnity

To the maximum extent permitted by law, you will defend, indemnify and hold harmless AlixPay and its directors, officers, employees, contractors, affiliates, agents and service providers from and against claims, losses, damages, liabilities, costs and expenses, including reasonable legal fees, arising out of or relating to your breach of these Terms, your misuse of the Services, your violation of law, your instructions, your content or data, your tax obligations, your regulated activities, your relationship with Authorized Users, Customer End Users or counterparties, or activity conducted through your Account.

31. Changes to These Terms

We may update these Terms from time to time. We will provide notice of material changes by posting the updated Terms on the Platform, sending an email, providing an in-app notice or using another reasonable method. The updated Terms will apply from the effective date stated in the notice or document.

If you do not agree to updated Terms, you must stop using the Services and close your Account, subject to any outstanding obligations, compliance holds or legal restrictions. Continued use after the effective date means you accept the updated Terms.

32. Governing Law and Dispute Resolution

These Terms are governed by the laws of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws principles, except to the extent mandatory laws of another jurisdiction apply and cannot be excluded.

Subject to any mandatory consumer rights or other non-waivable rights, the courts located in British Columbia, Canada will have jurisdiction over disputes arising out of or relating to these Terms, the Platform or the Services. Nothing prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction.

If you are a consumer in Quebec or another province or territory with mandatory consumer protection rules, nothing in these Terms limits rights or remedies that cannot be waived under those laws. Where a French version is required by applicable law, AlixPay will make a French version available as required.

33. General Terms

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in effect. A failure to enforce a provision is not a waiver. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, restructuring, financing, sale of assets, corporate reorganization or transfer of the Services, subject to applicable law.

These Terms, together with the Privacy Policy and any applicable product terms, order form, schedule, API agreement or service agreement, form the agreement between you and AlixPay for the relevant Services. If there is a conflict between these Terms and a separate written agreement signed by AlixPay, the separate written agreement governs only for the services expressly covered by that agreement.