Terms of Service

1. The Services

Subject to these Terms, we will make the Services available for your use. The Services include e-wallet functionality, electronic fund transfer capabilities, payment processing, and related payment services. Modifications, enhancements, and additions to the Services (which may be subject to additional fees) will be considered part of the Services and will be subject to these Terms.

The Services may include functions to:

• Receive and send electronic payments through various methods (collectively, "Payments")
• Maintain a digital wallet for storing and managing funds (your "E-Wallet")
• Process electronic fund transfers to and from your E-Wallet
• Link external bank accounts and funding sources
• Access transaction history and account statements

We provide the Services on a non-exclusive basis. You acknowledge and agree that we have the right to market, offer, and provide the Services to others without limitation or restriction.

2. Use of Services

2.1 Your Responsibilities

You understand and agree that:

• (a) You are solely responsible for the procurement, implementation, and configuration of your systems (including devices, internet connectivity, and compatible software) in accordance with our specifications and requirements in order to use the Services;
• (b) You are solely responsible for providing all data and information we require to provide the Services in a format and manner that meets our specifications and requirements;
• (c) You must promptly and regularly review all Payments and notify us of any inaccuracies, unauthorized Payments, or suspicious activity;
• (d) You are solely responsible for all transactions conducted through your account and E-Wallet.

2.2 Transaction Responsibility

Our Services may be used to facilitate various types of transactions ("Transactions"), which may involve the delivery, receipt, purchase, or sale of funds, goods, or services (collectively, "Transaction Value").

You understand and agree that you are solely responsible for, and we have no obligation or liability in respect of:

• Any Transaction and any Transaction Value that you receive or provide
• Verification of the identity and legitimacy of transaction parties
• The quality, legality, or delivery of goods or services
• Any disputes arising from Transactions
• Your business activities and operations (your "Business")

3. Payment Account

3.1 Account Structure

We maintain an account with a regulated Canadian financial institution (the "Bank") in our name (the "Payment Account") where your funds will be held. The Payment Account is used for settling Payments, payment of fees, and related transactions.

3.2 Deposits and Withdrawals

(a) We will deposit all Payments into the Payment Account as and when such Payments are received.

(b) We will withdraw from the Payment Account all Payments that have been deposited and that are invalid, erroneous, disputed, reversed, refunded, cancelled, or charged back, including in respect of all Restricted Transactions (as defined in Section 5), and any related fines, penalties, or charges (such withdrawals, collectively "Chargebacks"), all in accordance with the applicable policies, rules, and procedures of the Bank and payment networks.

(c) We reserve the right to suspend, delay, reject, cancel, or reverse any Payment that we determine in our sole discretion is or will constitute a Chargeback, without notice or liability.

3.3 Fee Payment

Fees will be deducted automatically as transactions are processed through the platform. Any additional monthly fees will be invoiced at the end of each calendar month along with a statement of fees paid during that month. All fees are subject to the terms set forth in Section 8 of these Terms.

3.4 Suspension of Withdrawals

We reserve the right to suspend withdrawals from the Payment Account, including without limitation:

• (i) To satisfy any of your obligations or liabilities under these Terms;
• (ii) To the extent required by Legal Requirements (as defined below) or any Regulatory Body (as defined below);
• (iii) If we terminate or suspend the provision of Services pursuant to Section 9; or
• (iv) If we detect suspicious activity or potential violations of these Terms.

4. Compliance Requirements

You shall comply with all applicable requirements, laws, statutes, codes, acts, ordinances, orders, decrees, rules, regulations, permits, licenses, authorizations, directions, policies, and agreements of or with any governmental authority, regulatory authority, court, financial institution, payment networks, or other service provider we use to facilitate the delivery of Services (collectively, "Regulatory Bodies") that now or at any time hereafter are or may be applicable to us, you, these Terms, or your Payments, Transactions, Transaction Value, or Business ("Legal Requirements").

4.1 Canadian Financial Regulations

This includes, without limitation:

• The Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLTFA")
• The Retail Payment Activities Act and related regulations
• Canadian criminal laws and anti-money laundering regulations
• Tax laws and reporting obligations
• Consumer protection laws
• Privacy and data protection laws

4.2 Money Services Business Obligations

Without limiting the generality of the foregoing, you agree to comply with (and Legal Requirements is deemed to include) the PCMLTFA as if you are a Money Services Business, regardless of whether you meet the criteria for classification as such under the PCMLTFA, excluding, if you do not meet such criteria, any obligations to register with or report directly to the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC).

Note: As a registered Payment Service Provider with the Bank of Canada and a Money Services Business registered with FINTRAC, Invincible Pay maintains comprehensive compliance programs. However, you remain responsible for ensuring your own use of the Services complies with all Legal Requirements.

5. Prohibited Activities and Restrictions

5.1 Restricted Transactions

You shall not initiate or engage in any Payments ("Restricted Transactions") or Transactions that directly or indirectly involve, relate to, or promote:

• (a) Any transaction to which a counterparty has not properly consented;
• (b) Any illegal or unlawful material, act, or thing, or anything that violates any Legal Requirements, including any fraudulent material, act, or thing;
• (c) The promotion or distribution of materials involving non-consensual sexual acts, exploitation, coercion, or any activities that contravene laws relating to human trafficking;
• (d) Any infringement of the lawful rights of others, including intellectual property rights;
• (e) Anything that is threatening, abusive, harassing, defamatory, deceptive, fraudulent, or invasive of another's privacy;
• (f) Impersonation of any person or entity;
• (g) Any viruses, malware, or harmful code intended to damage, disable, or interfere with systems, data, or files;
• (h) Unfair, unethical, or deceptive products, services, acts, or practices;
• (i) Firearms, prohibited weapons, restricted weapons, prohibited devices, or prohibited ammunition (as defined in the Criminal Code (Canada));
• (j) Unlicensed gambling, betting, or games of chance (as defined in the Criminal Code (Canada));
• (k) Illegal drugs or controlled substances;
• (l) Money laundering, terrorist financing, or sanctions evasion;
• (m) Pyramid schemes, multi-level marketing, or similar arrangements;
• (n) Unlawful adult content or services;
• (o) Any activity prohibited by our Acceptable Use Policy or industry standards.

5.2 Technical Restrictions

You shall not:

• (a) Modify, reverse engineer, decompile, disassemble, or create derivative works based on any Service;
• (b) Use any Service in a manner that infringes upon the rights of others or violates Legal Requirements;
• (c) Engage in fraud, negligence, or wilful misconduct;
• (d) Make any misrepresentation to us or to any third party;
• (e) Upload, transmit, or use any viruses or harmful code with the Services;
• (f) Use any Service in a manner that could damage, disable, overburden, or impair the Services;
• (g) Copy, frame, or mirror any part of the Services or our website;
• (h) Interfere with the security or integrity of any Service or related systems;
• (i) Perform security testing, port scans, penetration testing, or hacking attempts;
• (j) Remove or alter any proprietary notices, trademarks, or branding;
• (k) Obtain or use another person's credentials or create false identities;
• (l) Attempt, cause, permit, or encourage any other person to do any of the foregoing.

6. Representations, Warranties, and Covenants

You represent, warrant, and covenant that:

• (a) You have the capacity to, and are and will be free to, enter into and fully perform your obligations under these Terms, and no agreement with any other person exists or will exist which would interfere with such obligations;
• (b) These Terms constitute a legal, valid, and binding obligation upon you, enforceable against you in accordance with its terms and conditions;
• (c) There is no outstanding litigation, arbitration, or other dispute which could materially adversely affect your ability to perform your obligations under these Terms;
• (d) You have obtained all rights, permits, licenses, consents, and approvals required for your use of the Services, for Payments or Transactions, or for your Business;
• (e) You have obtained all rights and consents in respect of all personal information you provide to us or that we collect to provide the Services, including the handling of all such personal information in accordance with our Privacy Policy, and all in accordance with Legal Requirements;
• (f) All information you provide to us is true, accurate, and complete, and you agree to promptly update such information to ensure it remains current;
• (g) You are at least 18 years of age (or the age of majority in your jurisdiction, whichever is higher);
• (h) You are not located in, resident of, or operating from a jurisdiction subject to comprehensive sanctions;
• (i) You are not included on any sanctions list or subject to sanctions restrictions;
• (j) You will use the Services only for lawful purposes and in compliance with these Terms.

6.1 Entity Customers

If the account holder is a legal entity and not an individual, the individual agreeing to these Terms represents and warrants that such individual has the authority to bind such legal entity and that these Terms will be binding on and enforceable against such legal entity.

6.2 Notification Obligations

You must promptly notify us in writing in reasonable detail of:

• (1) Any material adverse change in your Business or financial condition;
• (2) Any Change of Control (acquisition of control of your entity by a person who was not previously your affiliate);
• (3) Any pending or threatened litigation or investigation that could materially impact the provision of Services or our regulatory obligations, goodwill, or reputation.

7. Changes to Terms and Services

7.1 Changes to These Terms

We may change these Terms (including our Privacy Policy), our fees, and any other policies and procedures by notice to you issued from time to time. You understand that it is your responsibility to check our website periodically for any such changes.

Such changes will become effective the earlier of:

• (a) 60 days after such notice is issued; or
• (b) Upon presentation and your acceptance of such changes.

If you do not agree with any such changes, your sole and exclusive remedy is to terminate your use of Services by delivering written notice within such time or by not accepting such changes when they are presented. Your continued use of Services thereafter is deemed to be your agreement to and acceptance of any such changes.

7.2 Changes to Services

We may change, augment, improve, update, enhance, modify, discontinue, remove features from, or impose limitations or restrictions on Services, or alter the design, construction, functions, and features thereof from time to time without notice or liability.

8. Fees and Payment

8.1 Fee Structure

In consideration for the provision of the Services, you agree to pay the fees set forth in your Service Agreement (the "Pricing Structure") without deduction or set-off. All fees are payable in Canadian dollars unless otherwise specified.

8.2 Non-Refundable

All fees paid or payable to us are non-refundable (including, for greater certainty, fees in respect of Payments that are or will be subject to Chargebacks) and shall be paid without deduction, setoff, or counterclaim.

8.3 Taxes

All fees are exclusive of applicable taxes, and you will pay or reimburse us for all applicable taxes, duties, levies, or assessments that may be assessed in any jurisdiction. You are solely responsible for calculating, collecting, and remitting any applicable taxes applicable to any Transaction.

8.4 Errors

All Service Agreements, invoices, and similar records are subject to correction for clerical, typographic, and similar errors and omissions.

8.5 Late Payment

All overdue payments shall bear interest at the rate of 18% per annum, calculated daily and payable monthly (equivalent to 19.56% simple interest per year) on the amounts outstanding until payment is received by us.

9. Term, Termination, and Suspension

9.1 Term

We will continue the provision of Services in accordance with these Terms until you or we terminate such provision in accordance with this Section.

9.2 Termination by Invincible Pay

We may suspend or terminate the provision of Services to you:

• (a) Immediately and without notice if you breach or fail to comply with any of these Terms (including any failure to pay amounts due, which shall be deemed a breach);

• (b) Immediately and without notice if any of your actions or omissions materially increase our risk exposure, including:

  • Any security or data breach suffered by you
  • Any actual or suspected breach of security or integrity of the Services
  • Unusual or repeated Chargebacks
  • Suspicious or fraudulent activity
• (c) Immediately and without notice if required by Legal Requirements or any Regulatory Body;
• (d) Immediately and without notice if you become bankrupt, insolvent, subject to insolvency proceedings, have a receiver or trustee appointed, are wound up or dissolved, or are declared legally incompetent;
• (e) Upon receiving notice of or becoming aware of events you are obligated to notify us about pursuant to Section 6.2;
• (f) At any time for any reason on 30 days' prior written notice to you.

9.3 Termination by You

You may terminate your account at any time and for any reason:

• (i) Through the Services, in which case termination will be effective immediately; or
• (ii) By providing 30 days' prior written notice to us.

9.4 Effect of Termination

Upon expiration or termination:

• (1) Any and all rights granted to you, including all rights to access and use the Services, shall immediately cease;
• (2) Your account will be deleted from our systems in the normal course of our operations, provided that we reserve the right to preserve records and data related to your account if required by Legal Requirements, by any Regulatory Body, to resolve disputes, in connection with investigations, or to assert or defend any claim;
• (3) We reserve the right to maintain the Reserve Amount until we determine in our sole discretion that you have fully discharged your obligations and liabilities under these Terms, including any fees or actual or anticipated Chargebacks;
• (4) All accrued obligations and liabilities shall survive termination.

10. Intellectual Property and Ownership

10.1 Our Ownership

The Services and the underlying software and technology used to provide the Services, including our website, all content, code, materials, graphics, images, equipment, systems, third-party services, methodologies, policies, procedures, techniques, domain names, IP addresses, interfaces, application programming interfaces, data structures, confidential information, and any other intellectual property (collectively, the "Platform Components") are protected by copyright and other intellectual property rights.

10.2 Limited License

By paying to acquire the right to use the Services, you do not become the owner of the Services, the Platform Components, or any portion thereof. Except for the limited rights of use expressly granted to you under these Terms, all right, title, and interest (including all copyrights, trademarks, service marks, patents, inventions, trade secrets, intellectual property rights, and other proprietary rights) in and to the Services and the Platform Components are and shall remain exclusively owned by us and our licensors.

10.3 Trademarks

All trade names, company names, trademarks, service marks, logos, and branding are the proprietary marks of us or our licensors, and are protected by law. They may not be copied, imitated, or used, in whole or in part, without the consent of their respective owners. These Terms do not grant you any rights in respect of any such marks.

10.4 Feedback

You understand and agree that any feedback, input, suggestions, recommendations, improvements, changes, specifications, test results, or other data or information that you provide or make available to us arising from or related to your use of the Services shall become our exclusive property and may be used by us to modify, enhance, maintain, and improve the Services without any obligation or payment to you whatsoever.

11. External Resources and Services

11.1 Required External Resources

You acknowledge and agree that you will require certain third-party equipment, products, software, and services in order to use the Services ("External Resources"), including:

• Computers or mobile devices
• Operating system software
• Web browsers or mobile applications
• Internet connectivity
• Banking services and accounts

11.2 Your Responsibility

You acknowledge and agree that:

• (a) Failure to use or procure External Resources that meet the minimum requirements for the Services, or failure to properly configure External Resources, may result in inability to use the Services and/or processing failures or errors;
• (b) External Resources may be governed by separate licenses, agreements, or terms and conditions, and we have no obligation or liability to you in respect thereof;
• (c) You are solely responsible for procuring any External Resources at your cost and expense, and for compliance with any applicable licenses, agreements, or terms and conditions governing same.

12. Confidentiality

You acknowledge that any unauthorized disclosure of our confidential information to third parties may cause immediate and irreparable harm to us. Consequently, you agree to:

• Take all reasonable steps to maintain the confidentiality of the Services and any related documentation and materials;
• Not disclose or make them available in any form to any other person without our prior written consent, except to the extent reasonably required for the use of the Services;
• Implement appropriate security measures to protect confidential information.

We reserve the right to disclose information about you, your customers, your Payments, Transactions, and Business to the extent:

• Required or requested by Legal Requirements or any Regulatory Body;
• We suspect or have been advised that there has been a breach of these Terms;
• Necessary to protect our rights, property, or safety or those of others;
• Required to comply with anti-money laundering, counter-terrorist financing, or sanctions requirements.

13. Privacy

You understand and agree that any personal information provided to us will be governed by our Privacy Policy (the "Privacy Policy"). The Privacy Policy is available through our website at https://invinciblepay.com/privacy-policy and forms an integral part of these Terms.

By using the Services, you:

• Consent to the collection, use, and disclosure of personal information as described in the Privacy Policy;
• Represent that you have obtained all necessary consents from individuals whose personal information you provide to us;
• Agree to comply with all applicable privacy and data protection laws.

14. Account Access Information and Access

14.1 Access Information

You may be issued one or more user identifications and passwords in order to access or use the Services ("Access Information"). We reserve the right to require you to use Access Information that meet certain minimum requirements or to change your Access Information from time to time.

14.2 Single User Per Credential

Each set of Access Information may only be used by one individual. You are solely responsible for:

• Validating, verifying, and authenticating the identity of such person;
• Ensuring that Access Information are disclosed in a secure manner;
• All actions taken and Services used using any Access Information, including all Payments;
• Maintaining the confidentiality of Access Information.

14.3 No Liability for Unauthorized Use

We have no obligation or liability for any unauthorized Payments or modifications to your account directly or indirectly arising from or related to any Access Information.

15. Security Obligations and Incident Response

15.1 Authorized Use

You agree that we will be entitled to treat all Payments and other activity using Access Information as having been authorized by you. Our transaction records will constitute conclusive proof of your use of the Services and Payments.

15.2 Security Compromise

If you believe the security of any of your Access Information has been compromised, or you suspect unauthorized access or use of Access Information, you must notify us immediately at info@invinciblepay.com. You are responsible for all Payments, Service usage, and other activity until we receive such notification and we have had a reasonable opportunity to suspend such Access Information.

15.3 Suspected Fraud

If we suspect that there has been fraudulent or unauthorized use of your Access Information or any of the Services, including fraudulent or unauthorized Payments, we reserve the right to:

• Suspend or terminate such Access Information and/or access to the Services while such activity is being investigated;
• Suspend or cancel any pending Payments or other activity if we are able to do so;
• Report such activity to appropriate authorities;
• Contact you using our available contact information.

15.4 Cooperation

You agree to cooperate and provide reasonable information to us in connection with our investigation or an investigation by any Regulatory Body of any:

• Breach of these Terms
• Violation of Legal Requirements
• Suspicious, fraudulent, or unauthorized Payments, Transactions, use of Access Information or Services, or other activity

15.5 Third Party Risks

You acknowledge and agree that Payments may be transmitted or facilitated through third-party facilities, third-party services, or common carriers, including the internet. While we will implement and maintain commercially reasonable security measures designed to safeguard Payments, it may be possible for third parties to corrupt or interfere with same.

16. Warranties and Disclaimers

16.1 Warranty Disclaimer

IMPORTANT: Your use of the Services is at your sole risk. We provide the Services on an "as-is" and "as-available" basis.

To the maximum extent permitted by applicable law, we disclaim all representations, warranties, and conditions regarding the Services and your use thereof, including any warranties or conditions of:

• Merchantability
• Merchantable quality
• Durability
• Fitness for a particular purpose
• Non-infringement
• Title
• Quiet enjoyment or quiet possession
• Those arising by statute, law, course of dealing, or usage of trade

16.2 No Warranty of Performance

We cannot and do not warrant that the Services will:

• Meet your requirements or expectations
• Operate without interruptions
• Be error-free or virus-free
• Provide timely, accurate, reliable, or current results
• Have all deficiencies found or corrected

16.3 Third Party Systems

While we will use commercially reasonable efforts to secure the Services, we shall not be liable, and assume no responsibility, for any loss or damages arising from or in connection with:

• (a) Any access, inability to access, delay, fault, or failure of the Services resulting directly or indirectly from your or any public, peer-to-peer, or third-party hardware, software, service, service provider, network, information, user, or computing resource;
• (b) Any other act or omission of any third party.

16.4 Transaction Responsibility

You understand that you are solely responsible for all Payments, including:

• Identification and verification of the sender or recipient (as applicable)
• The terms, validity, performance, or consummation of any related Transaction
• The delivery or quality of any Transaction Value you purchase or provide in connection with a Transaction

16.5 International Use

If you use any Services outside of Canada, you acknowledge and agree that you are solely responsible for ensuring that such use is permitted by Legal Requirements in your jurisdiction.

17. Limitation of Liability

17.1 Aggregate Liability Cap

IMPORTANT LIABILITY LIMITATION: You agree that, to the maximum extent permitted by applicable law, our aggregate liability arising from or related to these Terms or the Services in any manner will be limited to direct damages not to exceed the amount you have paid to use the Services for the 30-day period immediately preceding the cause of action.

17.2 Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, in no event shall we be liable for any:

• Consequential damages
• Incidental damages
• Indirect damages
• Special damages
• Punitive damages

• Other damages whatsoever, including:

  • Loss of revenue
  • Loss of profits or expected savings
  • Business interruption
  • Personal injury
  • Loss of privacy
  • Loss of data or information
  • Other pecuniary or intangible loss

This limitation applies even if we foresee or have been advised of the possibility of such damages, and arising out of these Terms or the use of or inability to use any Services.

17.3 No Liability for Chargebacks

We have no obligation or liability for any Payments that are or may be subject to Chargebacks, whether or not processed.

17.4 Applicability

The limitations, exclusions, and disclaimers in these Terms shall:

• Apply irrespective of the nature of the cause of action, demand, or claim, including breach of contract, negligence, tort, or any other legal theory;
• Survive a fundamental breach or breaches and/or failure of the essential purpose of these Terms or of any remedy contained herein.

Note: Because some jurisdictions do not allow some or all of the exclusions or limitations of liability set forth in these Terms, such limitations, exclusions, and disclaimers may not apply to you.

18. Indemnification

18.1 Your Indemnification Obligation

You will indemnify and hold us, our affiliates, subcontractors, licensors, agents, and our and their directors, officers, employees, and representatives harmless from and against all claims, demands, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from or related to:

• Your breach of these Terms;
• Your violation of any Legal Requirements;
• Third-party claims arising from or related to your acts or omissions, including all Payments and Transactions;
• Your Business operations and activities;
• Your negligence or wilful misconduct;
• Infringement of intellectual property rights;
• Your breach of representations and warranties;
• Any claim by your customers or transaction counterparties.

18.2 Set-Off Rights

You agree that we may set-off any losses or damages we suffer arising from or related to the foregoing against all amounts held in the Payment Account or otherwise owed to you.

19. Dispute Resolution

19.1 Arbitration

You agree that all claims, disputes, or disagreements of any nature whatsoever arising from or relating to these Terms, the Services, or us (a "Dispute") will, at our sole option, be settled by final and binding arbitration by a single arbitrator pursuant to the Arbitration Act (Alberta) and in accordance with the rules of ADR Chambers.

19.2 Arbitration Procedures

The arbitration will:

• Take place in the Province of Alberta, Canada
• Be conducted in English only
• Result in a decision that may be entered as judgment in any court having jurisdiction

19.3 Arbitrator Limitations

The arbitrator will:

• (a) Not limit, expand, or modify the terms of these Terms nor award damages in excess of compensatory damages permitted under these Terms;
• (b) Not have any ability to award any equitable remedies against us;
• (c) Not have the right to award any damages in excess of damages that could lawfully be awarded by a court of competent jurisdiction and subject always to limitations and exclusions in these Terms;
• (d) Issue a written decision containing findings and conclusions on all significant issues.

19.4 Costs

Each party will bear its own expenses and an equal share of all costs and fees of the arbitration. All participants will be bound by appropriate confidentiality agreements and will hold the content and result of any arbitration in confidence.

19.5 Injunctive Relief

Notwithstanding the foregoing, you acknowledge and agree that irreparable injury may result to us if you breach these Terms and that damages may be an inadequate remedy. In the event of such breach, we shall be entitled, in addition to other remedies available, to the granting of interlocutory and final injunctive relief.

19.6 Limitation Period

Any legal proceeding brought by you against us must be brought within one year after the event which is the subject of such proceeding has occurred.

19.7 Class Action Waiver

You agree to waive any right you may have to commence or participate in any class action against us and further agree to opt out of any class proceedings against us.

20. General Provisions

20.1 Independent Contractors

You and we are independent contractors. Nothing in these Terms creates or shall be deemed to create a partnership, joint venture, employment, agency, franchise, or principal-agent relationship. You have no express or implied right or authority to assume or create any obligations on our behalf or in our name or to bind us to any contract, agreement, or undertaking with any third party.

20.2 Assignment

Neither these Terms nor any of your rights or obligations under these Terms may be transferred or assigned by you without our prior written consent, and any such attempted assignment shall be null and void. These Terms may be assigned or novated by us in our sole discretion. We may subcontract our obligations and may use third parties to provide equipment, software, and services used to operate and provide the Services.

20.3 Force Majeure

If performance of any of our obligations is prevented, restricted, or interfered with by reason of fire, flood, earthquake, explosion, casualty, act of God, strikes, labour disputes, inability to procure supplies or services, war, violence, governmental actions, or any other act or condition beyond our reasonable control, we will be excused from such performance to the extent of such prevention, restriction, or interference.

20.4 Governing Law

These Terms will be deemed to have been made and performed exclusively in the Province of Alberta, Canada and will be governed by and construed under the laws of the Province of Alberta without giving effect to Ontario's conflict of laws principles and without reference to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

20.5 Jurisdiction

You hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta and Canada for any claim related to these Terms or the Services that is not subject to arbitration, and agree not to bring any action in any jurisdiction other than the Province of Alberta.

20.6 Entire Agreement

These Terms constitute the entire agreement between you and us with respect to the Services and cancel and supersede any prior understandings and agreements between the parties. There are no representations, warranties, terms, conditions, undertakings, or collateral agreements, express, implied, or statutory, other than as expressly set forth in these Terms.

20.7 Survival

Neither the expiration nor the earlier termination of your account will release you from any obligation or liability that accrued prior to such expiration or termination. Provisions requiring performance or fulfilment after the expiration or earlier termination of your account and any other provisions, the nature and intent of which is to survive termination or expiration, will survive.

20.8 Severability

To the extent that any provision of these Terms is declared by a court or other lawful authority to be invalid, illegal, or unenforceable:

• (a) Such provision shall be severed and deleted or limited so as to give effect to the intent of the parties insofar as possible, and both parties will use their best efforts to substitute a new provision of like economic intent and effect;
• (b) The remainder of these Terms shall continue in full force and effect;
• (c) We reserve the right to suspend or terminate your account and/or the provision of Services to you.

20.9 Waivers

No modification, amendment, addition to, or waiver of any rights, obligations, or defaults by us shall be effective unless in writing and signed by one of our authorized signing officers. One or more waivers shall be limited to the specific matter waived and shall not constitute a waiver of any subsequent right, obligation, or default. No delay or failure by us in exercising any right hereunder shall be deemed a waiver of such right.

20.10 Notices

Except as expressly set out in these Terms:

• Any demand, notice, or communication to be given to us shall be given in writing by email to info@invinciblepay.com or by mail to: Invincible Payment Systems Limited, 200-4909 50 Street, Red Deer, Alberta, T4N 1X8, Canada;
• Any demand, notice, or communication to be given to you may be given by mail, email using the contact details we have on record, or posted through the Services to your account or to our website.

21. Safeguarding Requirements

Important Information: Invincible Payment Systems Limited is committed to protecting the funds you entrust to us for payment processing, in accordance with the Retail Payment Activities Act (RPAA) and the Bank of Canada's safeguarding requirements. This section outlines how your funds are safeguarded to ensure their security and accessibility, including in the unlikely event of our insolvency.

21.1 Segregated Funds and Insurance Protection

Invincible Payment Systems Limited ("Provider") maintains segregated funds for all funds received on behalf of you (the "Customer") ("Customer Funds"). Customer Funds are held separately from the Provider's operational funds to ensure your money is protected.

To provide additional security for Customer Funds:

• Customer Funds are maintained in segregated accounts at regulated Canadian financial institutions
• Customer Funds are protected by insurance provided by a provincial insurance provider
• Customer Funds are not commingled with the Provider's own operational funds
• Customer Funds shall not be used for the Provider's business operations, except as expressly permitted under these Terms (e.g., for payment of fees, Chargebacks, or other authorized deductions)
• The segregated fund structure provides protection for Customer Funds in the event of the Provider's financial difficulty or insolvency

21.2 Protection of Customer Funds

The Provider shall implement and maintain reasonable measures to safeguard Customer Funds in accordance with Legal Requirements and the policies of financial institutions where funds are held.

In the event of the Provider's insolvency, bankruptcy, or dissolution, the Customer Funds held in segregated accounts and protected by provincial insurance shall provide protection to customers in accordance with the applicable insurance coverage and Legal Requirements.

21.3 No Interest on Customer Funds

You acknowledge and agree that you are not entitled to any interest accrued on Customer Funds held in segregated accounts, unless otherwise agreed in writing by the Provider.

21.4 Compliance with Legal Requirements

The Provider's management of the Payment Account and Customer Funds shall comply with all Legal Requirements, including, without limitation:

• The Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada)
• The Retail Payment Activities Act
• Any regulations or requirements imposed by the Bank or other Regulatory Bodies
• Bank of Canada oversight requirements for Payment Service Providers

21.5 Access and Release of Funds

Customer Funds held in segregated accounts shall be managed in accordance with Section 3 (Payment Account) of these Terms.

The Provider reserves the right to suspend or restrict access to Customer Funds as outlined in Section 3.4, including to:

• Maintain adequate funds to cover potential Chargebacks and obligations
• Satisfy your obligations or liabilities under these Terms
• Comply with Legal Requirements or directives from Regulatory Bodies
• Address security concerns or suspected fraud
• Implement termination or suspension of Services pursuant to Section 9

21.6 Insurance and Insolvency Protection

Customer Funds benefit from multiple layers of protection:

• Segregated account structure separating customer funds from operational funds
• Provincial insurance coverage protecting Customer Funds
• Regulatory oversight by the Bank of Canada and FINTRAC
• Safeguarding measures designed to protect funds in the event of the Provider's insolvency

The specific terms and limits of insurance coverage are available upon request. While these protections are designed to safeguard Customer Funds, customers should review the insurance terms and understand the extent of coverage provided.

21.7 Regulatory Compliance

As a registered Payment Service Provider with the Bank of Canada (registration details available at https://www.bankofcanada.ca) and a Money Services Business registered with FINTRAC (registration number C100000702), Invincible Pay maintains comprehensive compliance programs and is subject to ongoing regulatory oversight to ensure the safety and security of Customer Funds.

Your Protection: The safeguarding measures described in this section are designed to protect your funds in accordance with Canadian financial regulations. If you have questions about how your funds are protected, please contact us at info@invinciblepay.com.

Acceptance of Terms

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree to these Terms, you must not use our Services.

Questions? If you have any questions about these Terms of Service, please contact us at:

Email: info@invinciblepay.com

Phone: 672-886-1422

Mail: Invincible Payment Systems Limited, 200-4909 50 Street, Red Deer, Alberta, T4N 1X8, Canada