Version 1

18 October 2023

This document sets out the terms and conditions governing your Capi Account and use of Capi Services. These terms and conditions, together with the Cookie Policy, Privacy Policy, and any other policy applying to your Capi Account and use of Capi Services (as amended from time to time and available on the Capi Website), form a legal agreement (collectively, the “Agreement”) between you and us, Capi Money Canada Ltd (“Capi,” “we,” or “us”).

We are a company incorporated in Ontario, Canada, with registration number 1000566594 and registered address Unit C6 — 80 Birmingham Street, Toronto, Ontario, M8V 3W6, Canada. Capi is registered as a Money Services Business (MSB) in Canada with the Financial Transactions and Reports Analysis Centre (FINTRAC). Our MSB registration number is M23576825.

By opening a Capi Account, you agree to be bound by the Agreement and any other terms and conditions incorporated by reference. Your Capi Account and Capi Services are provided by us, other members of the Capi Money Group, and/or our Payment Services Providers. By opening a Capi Account, you authorize us to act on your behalf with other Capi Money Group members and our Payment Services Providers and their affiliates in relation to your Capi Account and use of Capi Services.

1.1. In this Agreement, we will refer to Capi Money Canada Ltd as “Capi,” “we,” or “us” and we will refer to you, the user of the Capi Account and the Capi Services, as “you.”

1.2. Under this Agreement:

“Accepted Currency” means a currency accepted by Capi as listed on the Capi Website;

“Administrative Fee” means a fee no higher than the amount of any costs Capi incurs by not being able to meet the other side of any FX Transaction (which may be significant) plus $45;

“Applicable Law” means all laws, regulations, rules, codes of conduct, and interpretative guidance applicable in Canada or any other jurisdiction relevant to this Agreement;

“Beneficiary” means a third party to whom you wish to transfer funds via a Payment Transaction;

“Business Day” means any day Monday to Friday, excluding bank and public holidays in Ontario, Canada;

“Capi Account” means the account created and opened by Capi in your name for the use of Capi Services; accessed through the Capi Website;

“Capi Customer Service” means our support-related email address: [email protected];

“Capi Materials” means software (including your Capi Account, developer tools, sample source code, and code libraries), data, content, and documentation (including specifications and integration guides) given or made accessible by us to you on the Capi Website;

“Capi Money Group” means (a) any subsidiary of Capi’s holding company, Capi Money Inc., a company incorporated in Delaware with registration number 7262022 and registered address 169 Madison Ave #2448, New York, NY 10016, USA, or (b) any authorized agent or representative thereof;

“Capi Policies” means our periodically updated policies and procedures, some of which can be found on the Capi Website;

“Capi Services” means the services provided to you by Capi, including but not limited to FX Transactions and Payment Transactions;

“Capi Website” means our website www.capimoney.com;

“Confidential Information” means any information, whether obtained directly or indirectly by one party about the other party to this Agreement, that is considered secret, confidential, or commercially sensitive. This includes, but is not limited to, a party’s business, suppliers, clients, end-users, or customers (excluding personal data);

“Consumer” means a natural person who is acting for purposes outside of their business, commercial, trade or professional activity;

“Eligibility Criteria” means the criteria that you must meet to open a Capi Account and access the Capi Services under Capi Policies;

“Exchange Rate” means the price of one Accepted Currency in relation to another Accepted Currency;

“Fee(s)” means charges you must pay us for using Capi Services, as communicated by us periodically;

“FX Transaction” means a currency exchange contract where one Accepted Currency is traded for another at an agreed Exchange Rate;

“FX Validity” means the time for which the Exchange Rate is valid.

“Nominated Account” means a bank account owned by you and in your name at a third-party financial institution that is used for Payment Transactions;

“Payment Services Provider” or “PSP” means third-party financial institutions, like local banks, which support Capi Services with payment services to a Beneficiary;

“Payment Transaction” means transferring funds from a Nominated Account to a Beneficiary in an Accepted Currency;

“Personal Data” means your registered personal identity information linked to your Capi Account, such as your name, date of birth, home address, email address, and telephone number. For more information about the Personal Data which we handle, please refer to our Privacy Policy available on the Capi Website;

“Restricted Industries” means business types or practices that are restricted or prohibited pursuant to Capi Policies; and

“Restricted Countries” means countries restricted or prohibited pursuant to Capi Policies.

2.1. To open a Capi Account, you must meet the Eligibility Criteria.

2.2. We will only open a Capi Account for you if you have accepted this Agreement and all client verification and onboarding checks have been completed. If we reject your application, we reserve the right not to provide you with a reason.

2.3. You can only have one Capi Account per business and must not share it between multiple businesses.

2.4. It is a condition of this Agreement, and you represent and warrant that:

2.4.1. You are a legally incorporated business;

2.4.2. You have the authority to enter into this Agreement;

2.4.3. You are not a Consumer and that you will use the Capi Services solely for business purposes;

2.4.4. The information you provide is accurate and up to date and that you will promptly notify us of any changes to such information; and

2.4.5. Your business complies with all Applicable Law.

2.5. In order to identify you and comply with applicable customer due diligence requirements, we (a) will ask for certain information as part of the initial onboarding application for your Capi Account and (b) may ask for some additional information after reviewing your application. You agree to provide all information requested by us in a timely manner and acknowledge that if it is not provided, you may not be able to open a Capi Account.

2.6. To meet our obligations under anti-money laundering (AML) and countering terrorist financing (CTF) law, we may ask for more information from you. If this information is requested, you agree to provide it promptly and acknowledge that a failure to do so may lead to the suspension of Capi Services or the closure of your Capi Account.

2.7. In the future, you may create authorized users on your Capi Account. Upon registering a new authorized user, they will receive credentials for accessing your Capi Account with pre-defined permissions, as specified when creating their profile.

2.7.1. By adding a new authorized user, you confirm their authorization to use Capi Services on your behalf and that has the necessary authorizations and permissions to access your Capi Account and to use Capi Services on your behalf and we can act on their instructions.

2.7.2. You are responsible for ensuring that all authorized users adhere to this Agreement and you assume all associated risks. We shall not be liable for any losses incurred because of their acts or omissions.

2.8. We are not liable for any damages, losses, or expenses due to your failure to meet any of the obligations set out in clause 2.

3.1. Capi Services allow you to send an international remittance to a Beneficiary via PSPs using a bank account owned by you and in your name at a third-party financial institution.

3.2. To register for Capi Services, create your Capi Account through the Capi Website and follow the instructions.

3.3. Once you have registered for Capi Services and have logged into the Capi Website, you can: 3.3.1. Start a Payment Transaction by selecting a bank account owned by you and in your name at a third-party financial institution, entering or selecting the amount you wish to send and associated information, then approving the transaction on the confirmation page; 3.3.2. View your transfer history; 3.3.3. Execute an FX Transaction by selecting the currency to be purchased, entering the amount of currency to be exchanged and then clicking “Confirm” (or equivalent) on the confirmation page (which sets out the applicable exchange rate); and 3.3.4. Otherwise manage your use of Capi Services.

4.1. Sometimes, Capi may offer additional services through your Capi Account. These services may have separate terms and conditions, which we will provide you before you opt-in.

4.2. If there is a fee for any additional service, we will inform you and require your consent. By choosing to access an additional service through your Capi Account, you agree to pay the applicable fee.

4.3. We reserve the right to decline your request for an additional service at our discretion.

5.1. Once your Capi Account is open, you can make a Payment Transaction to a Beneficiary from your Nominated Account by following the instructions in your Capi Account. If you wish to pay a Beneficiary in a different Accepted Currency from the denomination of your Nominated Account, this will involve initiating an FX Transaction.

5.2. To make a payment, you must have added the Beneficiary’s information in your Capi Account. Only send payments to a Beneficiary you know. It is your responsibility to ensure the Beneficiary’s details are correct. Once the funds have been sent to your Beneficiary, you will not be able to cancel or reverse the Payment Transaction.

5.3. You can carry out a Payment Transfer to a Beneficiary residing in any of the countries currently supported by us (as outlined in Capi Policies and published on the Capi Website). If you have a question about whether a country is supported by us, contact Capi Customer Service.

5.4. If your Payment Transaction involves an FX Transaction, you will be provided with a quote detailing:

5.4.1. The amount required to be deducted or transferred from your Nominated Account to our account or our collection partner’s account;

5.4.2. The Business Day by which we or our collection partner must receive the funds;

5.4.3. The amount your Beneficiary will receive (which may be subject to fees charged by their PSP);

5.4.4. An estimate of the Business Day on which your Beneficiary will receive the funds;

5.4.5. The Exchange Rate; and

5.4.6. The time for which the Exchange Rate is valid (i.e., the FX Validity).

5.5. The provision of the Exchange Rate and FX Validity is not an offer to complete an FX Transaction. Upon receiving the Exchange Rate and FX Validity, you may make us an offer to complete an FX Transaction based on its terms, and this offer shall be valid for two (2) hours.

5.6. If we accept your offer to complete an FX Transaction on the terms of the Exchange Rate and FX Validity, we will acknowledge acceptance via electronic communication and the FX Transaction will immediately become binding on both parties.

5.7. We may change the quoted Exchange Rate at any time before we accept your offer. You may choose whether to make a new offer based on the new Exchange Rate.

5.8. We reserve the right to reject your offer for an FX Transaction for any reason, including surpassing a predetermined limit imposed on you under this Agreement, where the Exchange Rate or FX Validity was incorrect, or where the market exchange rates change. In such cases, we may provide you with a new Exchange Rate and FX Validity.

5.9. When initiating a Payment Transaction, it is your responsibility to ensure that the funds necessary for the Payment Transaction are credited to our account on or before the date specified. In the event that a Payment Transaction is initiated and your funds do not arrive in our or our partner’s account on the Business Day specified (for whatever reason, including your failure to initiate a transfer of funds), your transaction may not be processed, you may be required to pay an Administrative Fee, and we reserve the right to suspend or cancel your Capi Account.

5.10. You acknowledge the following:

5.10.1. Our estimate of the Business Day on which your Beneficiary will receive the funds is an estimate, not a guarantee, and that we will not be liable for any loss suffered by you or your Beneficiary if the funds arrive later than estimated.

5.10.2. Payment Transactions may be subject to certain limits due to security and legal requirements and that we are not responsible for any loss or delay resulting from the impact of these limits.

5.11. Subject to clause 5.10.2, and except where we or a PSP are required to undertake further transaction monitoring checks, we shall ensure that all payments to Beneficiaries are made on the same Business Day that we receive the funds from you, unless otherwise agreed. If we receive the funds after 17:00 on a Business Day (or on a day that is not a Business Day), the funds will be deemed to be received on the next Business Day.

5.12. If we cannot process or complete a Payment Transaction, we will promptly notify you and, if possible, explain the reasons for the refusal and how to correct any errors.

5.13. If you make an error when initiating a FX Transaction, you agree to promptly contact Capi Customer Service to correct or cancel the FX Transaction.

5.14. Where an FX Transaction fails or is canceled for any reason, including rejection by one of our PSPs, or pursuant to clause 5.11, we cannot guarantee that the returned amount or currency will match the initial sell amount or currency. In such cases, reversal or chargeback Fees may apply as per clause 11.

6.1. To request a refund for an unauthorized or incorrectly executed FX Transaction or Payment Transaction, you must notify us as soon as reasonably possible and, in any event, no later than six (6) months after the debit date of the FX Transaction or Payment Transaction.

6.1.1. A request for a refund must be submitted in writing (by email) to Capi Customer Service, giving full account information associated with the transaction, the amount, and the reason for your refund request.

6.1.2. We will refund the amount as soon as reasonably practicable unless we have any reason to believe that the incident may have been caused by a breach of this Agreement, through your negligence, or we have reasonable grounds to suspect fraud.

6.2. If we have executed an FX Transaction or Payment Transaction in accordance with the information you provided, and that information was incorrect, we are not responsible for the error. We will make reasonable efforts to recover the funds, if possible, and may charge a reasonable Fee to do so.

6.3. If we are responsible for an unauthorized or incorrectly executed FX Transaction or Payment Transaction, we will refund the amount, together with the amount of any resulting Fees to which you may be subject to, without undue delay.

6.4. All refunds will be made to the Nominated Account on record in the same currency. We may request additional information from you to process the refund.

7.1. You must promptly check notifications and correspondence from us. We are not liable for any damages, loss, or expenses arising from unreviewed correspondence by you.

7.2. You must check your Capi Account and transaction history regularly. All FX Transactions and Payment Transactions are displayed in the transaction history on your Capi Account, together with the date of receipt or transmission, and where applicable any Fees charged, and any Exchange Rate used. In the unlikely event that you notice any irregularities, you must contact Capi Customer Service as soon as possible.

7.3. You must inform us promptly of any changes in your business information or change in authorized users by updating your Capi Account information or contacting Capi Customer Support.

7.4. You, and all authorized users, must make every effort to keep your password and security information safe and to prevent unauthorized access to your Capi Account.

7.4.1. You will (a) change your password regularly and ensure that it is not used for other accounts/services, (b) not share your password or security information with others, (c) keep your email account secure, (d) not let your login information be stored or recorded, and (e) contact us immediately should you think your Capi Account has been compromised.

7.4.2. Capi’s team will never ask you to provide your password to us or to a third-party. Any message you receive or website you visit, which asks for your Capi Account password or other security features should be reported to us. If unsure whether a message is genuine, contact Capi Customer Service.

7.4.3. A failure to comply, may impact your ability to claim any losses.

7.5. We may suspend your Capi Account and any Capi Services associated with it, or otherwise restrict the functionality of both on reasonable grounds relating to its security or if we reasonably suspect that an unauthorized or fraudulent use has occurred or that any of its security features have been compromised.

7.5.1. We will notify you of any suspension or restriction and of the reasons in advance or, where we are unable to do so, immediately after the suspension or restriction has been imposed, unless notifying you would be unlawful or compromise our reasonable security interests.

7.5.2. We will lift any measures taken as soon as practicable after the reasons for any such suspension and/or restriction have ceased to exist.

7.6. If we think your Capi Account is at risk of fraud or a security threat, we will quickly contact you through the details you provided to tell you what you need to do to help deal with that risk.

8.1 Without prior written approval, it is forbidden to use Capi Services if you participate in any of the Restricted Industries or Restricted Countries or make Payment Transactions in connection with any of the Restricted Industries or Restricted Countries, as listed on the Capi Website: https://capimoney.com/prohibited-industries-and-countries. Businesses that offer illegal products or services are never eligible to use Capi Services.

8.2. The Restricted Industries are representative, but not exhaustive. We reserve the right, in our sole discretion, to add categories of Restricted Industries by adding such categories to the list of Restricted Industries or countries to the Restricted Countries, copies of which may be obtained by contacting Capi Customer Service.

8.3. If you are unsure if a business or activity falls within any of the Restricted Industries or Restricted Countries or have questions about how these requirements apply to you, please contact Capi Customer Service.

8.4. You must avoid using the Capi Services for potentially illegal transactions in your or the Beneficiary’s jurisdiction.

8.5. Using Capi Services for illegal purposes, such as fraud, money laundering, or financing terrorism, is prohibited. We will investigate and report any suspicious activity to law enforcement. You are prohibited from using Capi Services to abuse, exploit, or circumvent the restrictions imposed by a merchant or any third-party provider on the services it provides.

8.6. If you use or attempt to use any of the Capi Services in violation of the prohibitions in this clause, we reserve the right to:

8.6.1. Reverse the FX Transaction or Payment Transaction (as applicable);

8.6.2. Close or suspend your Capi Account;

8.6.3. Report the transaction to the relevant law enforcement agency;

8.6.4. Charge you a reversal Fee or an Administrative Fee (as applicable); and/or

8.6.5. Claim damages from you.

8.7. You are solely responsible for ensuring the payments you send and receive are from persons or entities in compliance with Applicable Law. The mere fact that Payment Transactions are made by us is not an indication of the legality of the supply or provision of any goods and services. If you are unsure about the legality of a supply or purchase, you should not proceed with the payment.

9.1. You and any person you use for the performance of your obligations under, or in connection with, this Agreement (including any of your employees, agents, consultants, and subcontractors) shall:

9.1.1. Comply with all Applicable Laws relating to sanctions, bribery and corruption including but not limited to the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act (“ABC Law”);

9.1.2. Not do, or omit doing, anything likely to cause us to be in breach of ABC Law; and

9.1.3. If requested, and at our reasonable cost, provide us with sufficient reasonable assistance to enable us to perform any actions required by any governmental authority or agency in any jurisdiction for the purpose of demonstrating compliance or complying with ABC Law, or in connection with any investigation required under ABC Law.

9.2. You agree to promptly notify us of any allegation of sanctions violation, fraud, bribery or corrupt or unlawful practices made against you or in court, arbitration or administrative proceedings, or any investigation commenced in respect of the same.

10.1. You may close your Capi Account by logging into your account and following the instructions or by contacting Capi Customer Service. You must not have any incomplete FX Transactions or Payment Transactions at the time of the closure.

10.2. After closing your Capi Account, you may no longer be able to access it and will not be able to use Capi Services. You may be able to open a new Capi Account via the Capi Website.

10.3. If you would like to access your transaction history after the closure of your Capi Account, you may be able to view this online. Otherwise, you will need to contact Capi Customer Service and request the information. You may do so for seven (7) years from the date on which your Capi Account was closed.

11.1. Unless otherwise stated in this agreement (e.g., in Clauses 5.9 and 8.6.4) or clearly displayed when confirming a Payment Transaction, Capi presently charges no service fees apart from a slight markup on the market exchange rates for each FX Transaction you execute.

11.2. By accepting this Agreement, you confirm your agreement to the Fees outlined in this clause, acknowledging that we can modify these Fees with written notice, and such changes will be effective upon notification.

11.3. You are responsible for any applicable taxes resulting from your Payment Transactions, including collecting, reporting, and paying the correct tax to the relevant tax authority in all jurisdictions.

12.1. Subject to anything that cannot lawfully be limited or excluded under this Agreement:

12.1.1. We shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, indirect, special or consequential loss or damage, loss of reputation, interest, penalties, costs or expenses arising under or in connection with the Agreement. All warranties which, but for this clause, would or might be implied by law, including (without limitation) warranties as to fitness for purpose are hereby excluded to the fullest extent permitted by law.

12.1.2. We accept no liability whatsoever for any damages, losses, costs and expenses that you may suffer because of a default of any PSP or third-party.

12.2. Notwithstanding the provisions of clause 12.1, our liability with respect to this Agreement shall be limited to 100% of the Fees paid by you to us under this Agreement in the twelve (12) months before the date on which your claim arose; except that with regards to any FX Transaction, Capi’s maximum liability, whether arising in contract, tort or otherwise, shall be limited to an amount equal to the relevant Fee paid by you to us for the FX Transaction at issue.

12.3. The exclusions and limitations set out in this clause 12 shall apply to any liability of our PSPs, members of the Capi Group, and other suppliers, contractors, distributors and any of their respective affiliates (if any), who may provide all or part of the Capi Services. For all intents and purposes of law, we are acting as agents for our affiliates such as the PSPs, Capi Group members, and other suppliers, contractors, distributors and any of their respective affiliates (if any), for the purpose of this clause.

12.4. Except as expressly stated in this Agreement, all warranties, conditions and terms, whether expressed or implied by statute, common law or otherwise (including any implied warranties of satisfactory quality or fitness for a particular purpose or non-infringement) are hereby excluded to the extent permitted by law.

12.5. You accordingly indemnify and hold us harmless against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by us arising out of or in connection with any breach by you of the Agreement.

13. Intellectual Property

13.1. Capi owns Capi Materials and any rights you have over them are granted by us.

13.2. You can use Capi Materials to access Capi Services through your Capi Account. By agreeing to this Agreement, Capi grants you a non-transferable, non-exclusive license to use your Capi Account on your devices, with all other rights reserved by Capi.

13.3. You must not, and may not attempt to, directly or indirectly: (a) transfer or grant rights in Capi Materials to others, (b) modify or create derivative works of any software in the Capi Materials, or (c) reverse engineer or derive source code from such software.

13.4. You grant Capi a royalty-free, non-exclusive, irrevocable, and transferable license to use your business and customer data, including transaction details, for operating your Capi Account, providing Capi Services, and fulfilling our obligations under this Agreement. This license may also be sub-licensed to other members of the Capi Money Group and PSPs necessary to complete a Payment Transaction.

14. Personal Data

14.1. The processing of your personal data is governed by Capi’s Privacy Policy. We will manage and protect your Personal Data pursuant to all applicable data protection laws. For details on data collection, usage, disclosure, and security, please refer to our Privacy Policy (as amended from time to time) on the Capi Website.

14.2. We are required by law to obtain, verify, and record information about you. We may verify your address and other personal information to confirm your identity. We may also need to verify the identity of a Beneficiary in the same way. All information provided by you will be treated securely and strictly in accordance with our Privacy Policy. By accepting this Agreement, you authorize us to make any inquiries we consider necessary to validate your information.

14.3. You agree that all data shared by you with us may be shared with Capi Group members and our PSPs outside of Canada in connection with the provision of Capi Services. If you no longer want us to use your information, or if you fail to provide the Personal Data which we request, we may stop providing you Capi Services. In such an event, we may still use your Personal Data or information where we have lawful grounds to do so (e.g., where we need to retain records for regulatory purposes).

14.4. You acknowledge that we may be required by law to provide information about you, your use of Capi Services (including FX Transactions and Payment Transactions) to government or other competent authorities as described in our Privacy Policy and you consent to us doing so.

15.1. The parties will keep each other's Confidential Information strictly confidential and refrain from copying, disclosing, reproducing, or using it unless:

15.1.1. Required by Applicable Law, a regulatory authority, tax authority, or stock exchange;

15.1.2. Necessary for performing obligations under this Agreement, subject to equivalent confidentiality obligations for personnel or third-party service providers;

15.1.3. Required for legal proceedings related to this Agreement;

15.1.4. Shared with professional advisors or potential financiers, subject to equivalent confidentiality obligations;

15.1.5. Approved in writing by the party whose Confidential Information it is; or

15.1.6. The information becomes publicly available without a breach of this clause.

15.2. To the extent permitted by Applicable Law (or unless directed otherwise by a regulatory authority), each party must provide written notice before sharing the other party’s Confidential Information with a third-party as permitted in clauses15.1(a) and 15.1(c).

15.3. Each party will promptly notify the other if there is a breach of the obligations in this clause.

15.4. These confidentiality obligations will survive any termination or expiration of this Agreement.

16.1. We may terminate your Capi Account or Capi Services associated with it by giving you two (2) months’ prior notice which we shall send to the most recent email address with which you have provided us. You may terminate your Capi Account with us at any time in accordance with clause 10.

16.2. We may suspend your Capi Account or any Capi Services associated with it, restrict its functionality or terminate this Agreement at any time with immediate effect if:

16.2.1. You have not given us the information we need or we believe that any of the information that you have provided to us was incorrect or false;

16.2.2. An FX Transaction or Payment Transaction has been terminated because we did not receive funds from you on time;

16.2.3. You fail to provide us with identity information or documents as reasonably required by us to enable us to carry out the checks required by Applicable Law or as required by a regulatory authority;

16.2.4. You fail to meet any KYC, AML, or other due diligence checks conducted by us at any time;

16.2.5. In our reasonable opinion your financial position or credit rating deteriorates to such an extent that your ability to adequately fulfil your obligations under this Agreement, or our ability to comply with Applicable Law as a result of such deterioration, is placed in jeopardy;

16.2.6. You become bankrupt;

16.2.7. You fail to adhere to any Applicable Law or regulatory requirements;

16.2.8. We are required to do so under Applicable Law or where we believe that continued provision of the Capi Services to you may be in breach of Applicable Law;

16.2.9. We are required to do so by any of our PSPs;

16.2.10. We cannot process some or all of your FX Transactions or Payment Transactions due to the actions of third parties; or

16.2.11. You have breached this Agreement.

16.3. In the event that we do suspend or terminate your Capi Account, then, where lawfully permitted, we shall notify you in advance or as soon as possible afterwards.

17. Amendments to this Agreement

17.1. We may amend this Agreement by providing you two (2) months’ advance notice, except where the proposed changes are (a) required under Applicable Law, (b) in relation to the addition of a new Capi Service or new functionality offered by us, or (c) where a shorter time period is specified in this Agreement in relation to a specific change. In such circumstances, we may introduce said changes immediately upon providing you with written notice.

17.2. If any part of this Agreement, or any subsequent change, is inconsistent with any regulatory requirements, then we will not rely on that part but treat it as if it did actually reflect the relevant regulatory requirement. If we need to make operational changes before we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical.

18.1. You must maintain a valid email address in your Capi Account and internet access to receive communications about Capi Services. We will use notifications in your Capi Account or email to communicate with you unless legally required to correspond in print form. Regularly check your Capi Account and email for notifications from us.

18.2. You acknowledge that this Agreement is entered into electronically and that communications will be provided by electronic means, including for:

18.2.1. This Agreement and any amendments, modifications, or additions to it;

18.2.2. Your history of use for Capi Services;

18.2.3. Any disclosures or notices provided in connection with Capi Services; and

18.2.4. Communications from Capi Customer Service, including with respect to claimed errors or unauthorized use of Capi Services.

18.3. You can contact us via Capi Customer Service any time at [email protected].

19. Complaints

19.1. You should address any complaints about Capi, or our services, to [email protected]. You should clearly indicate that you are wishing to make a complaint to us. Upon receipt, we will acknowledge your complaint in a prompt manner. We will make every effort to resolve your complaint and will fully explain the reasoning behind our decision.

20.1. This Agreement is governed by the laws of the Province of Ontario and the applicable federal laws of Canada.

20.2. You agree to the exclusive jurisdiction of the courts of Ontario, Canada.

20.3. The English language version of this Agreement, any communications, and the Capi Website will prevail over any other language version which we may issue from time to time.

20.4. Any delay or failure to exercise any right or remedy under this Agreement by us shall not be construed as a waiver of that right or remedy or preclude its exercise at a later date.

20.5. If any provision of this Agreement is found unenforceable or illegal, the remaining provisions will remain valid and in effect.

20.6. You cannot transfer your rights or benefits under this Agreement; you are the sole party to the contract between us. You are responsible for all payments until they have been paid in full. We may assign our rights and benefits under this Agreement to a third-party and delegate our obligations to a subcontractor under this Agreement.