Last Updated:
04/08/2026
DAMISA TECHNOLOGIES CANADA LTD.
Registered as a Money Services Business with FINTRAC — Registration No. N300000823
1. INTRODUCTION
2. DAMISA SERVICES
2.1 Damisa Services comprise:
(a) hosted Crypto Asset wallets (“Damisa Accounts”) enabling Customers to store Crypto Assets on a custodial basis;
(b) self-custodial wallets with assisted recovery, where Damisa does not have direct access to or custody of private keys — the Customer acknowledges that recovery mechanisms introduce dependencies on Damisa systems and/or third parties, that Damisa does not guarantee their availability or successful operation, and that the Customer remains responsible for the security of its authentication methods and credentials;
(c) purchase of Crypto Assets from Damisa's own inventory against Fiat payment;
(d) sale of Crypto Assets to Damisa;
(e) conversion of one type of Crypto Asset for another;
(f) collection of Crypto Assets from third parties into the Customer's Damisa Account;
(g) transfer of Crypto Assets to designated recipients;
(h) On-Ramp and Off-Ramp Services, including in jurisdictions outside Canada, through Damisa's network of licensed Partners as further described in Section 18; and
(i) OTC Trading as further described in Section 6A.
2.2 All Damisa Services are provided exclusively through the Platform, save that OTC Trades may additionally be negotiated through the channels described in Section 6A.
2.3 Transaction terms are presented to the Customer for confirmation prior to execution. Transactions are executed immediately upon the Customer's approval. Damisa does not guarantee the availability of any particular Crypto Asset or Fiat denomination and expressly reserves the right to decline any exchange or conversion transaction at its sole discretion, including where such transaction would conflict with Applicable Law or Damisa's internal risk policies. All executed transactions are final and non-refundable, except where a transaction error is directly and solely attributable to a malfunction of Damisa's systems, in which case Damisa shall use reasonable endeavours to reverse or correct the transaction. This clause is subject to Section 6A (OTC Trading), under which an OTC Trade becomes binding at the Trade Time and settles separately on the agreed Settlement Date, which may fall after the Trade Time.
2.4 The Customer shall pay Fees in accordance with the rates agreed in the Applicable Documentation or as displayed on the Platform from time to time.
2.5 Fees are assessed on a monthly basis and are debited from the Crypto Assets held in the Customer's Damisa Account, unless otherwise agreed in the Applicable Documentation.
2.6 Where the Customer utilises the payment request functionality (incoming Crypto Asset transfer initiated via the Platform), the Customer may specify that the transfer amount includes an additional transfer fee component.
2.7 Damisa does not facilitate direct exchanges between the Customer and unaffiliated third parties. All exchange transactions are conducted between the Customer and Damisa or, in certain circumstances, between the Customer and Damisa's Affiliated Entities.
2.8 Damisa manages Damisa Accounts and processes Stablecoin transactions. In specific circumstances, including where the Customer transacts with counterparties outside Canada, and upon the Customer's explicit request, services may be provided using other Crypto Assets. In such cases, the Customer acknowledges that certain services may be provided through Affiliated Entities or licensed Partners operating outside Canada.
2.9 Damisa shall not be liable for:
(a) any failure to perform, interruption, or degradation of services to the extent caused by a Force Majeure event;
(b) errors, delays, inaccuracies, or omissions in the transmission of information; or
(c) any loss or damage, direct or indirect, arising from a Force Majeure event. Force Majeure events include, without limitation, natural disasters, acts of civil or military authorities, acts of terrorism, extreme weather conditions, fire, war, strikes or industrial disputes, telecommunications failures, power outages, or any other event beyond Damisa's reasonable control.
Notwithstanding the foregoing, the Force Majeure exclusion shall not apply to, and Damisa shall retain liability under Applicable Law for, any loss of Crypto Assets held in custody by Damisa that results from Damisa's own hardware or software malfunction, cyberattack against Damisa's systems, or security incident attributable to Damisa's failure to implement security measures required under Applicable Law. Damisa's liability for such custody losses shall be determined in accordance with Applicable Law and shall not be subject to the limitations set out in Section 21.1 of these Terms.
2.10 Network Events (Hard Forks and Airdrops). In the event of a hard fork, protocol upgrade, airdrop, or similar network-level event affecting any Crypto Asset held in a Damisa Account:
(a) Damisa has sole discretion over whether to support the new or forked asset, credit airdropped tokens, or take any other action;
(b) Damisa shall use reasonable endeavours to notify the Customer of its intended approach in advance where it has prior knowledge;
(c) Damisa shall not be liable for any loss of value arising from an unsupported fork or network event, or any delay in determining whether to support a network event; and
(d) where Damisa elects to support a forked or airdropped asset, it reserves the right to impose additional terms governing access to and use of such asset.
2.11 Mistaken Transfers. The Customer is solely responsible for the accuracy of all wallet addresses, network selections, tags or memos, account details and other payment information provided to Damisa, whether relating to the Customer or a third party. Transfers of Crypto Assets to an incorrect, incompatible or unsupported address or network may be permanently irrecoverable. Damisa has no obligation to attempt the recovery of assets transferred on the basis of inaccurate or incomplete information provided by the Customer and shall have no liability for any resulting loss. Where Damisa agrees, in its sole discretion, to attempt a recovery, it may charge a reasonable fee for doing so and gives no assurance of success.
2.12 Custody of Customer Assets. Crypto Assets held by Damisa in custody for the Customer:
(a) are recorded in Damisa's books and records as belonging to the Customer and may be held in omnibus wallets together with the assets of other customers;
(b) remain beneficially owned by the Customer;
(c) are held separately from Damisa's own proprietary assets and shall not be lent, pledged, staked, rehypothecated or otherwise used by Damisa for its own account; and
(d) are intended not to form part of Damisa's estate in the event of Damisa's insolvency, to the fullest extent permitted by Applicable Law. Nothing in this clause creates a trust unless expressly agreed in writing.
3. PLATFORM
3.1 For the duration of this Agreement, the Customer (through its Authorised Users) is granted a limited, non-exclusive, non-transferable, and revocable licence to access and use the Platform solely for the purpose of receiving the Damisa Services.
3.2 The Customer undertakes, and shall procure that its Authorised Users undertake, not to:
(a) distribute, sublicence, or disclose the Platform to any third party, or permit any third party to use it;
(b) use the Platform for any unlawful purpose;
(c) use any automated means, bots, scripts, or interfaces to access the Damisa Services without Damisa's prior written consent (including under clause 3.8);
(d) probe, scan, or test the vulnerability of the Platform or Damisa's systems; or
(e) engage in or promote any activity that violates this Agreement or Applicable Law.
3.3 The Customer assumes full responsibility for all activity conducted within its Damisa Account and must notify Damisa immediately upon becoming aware of any unauthorised access or suspected security breach.
3.4 The Platform may include service-related notifications and announcements from Damisa. Certain operational communications are mandatory and cannot be disabled.
3.5 The confidentiality and security of all account credentials are the sole and exclusive responsibility of the Customer.
3.6 The Customer shall implement and maintain reasonable security measures, including protecting devices used to access the Platform, safeguarding credentials and confidential information, using unique credentials across services, and maintaining up-to-date security software and patches.
3.7 Damisa may periodically perform scheduled or unscheduled maintenance on the Platform and will use reasonable endeavours to provide advance notice of scheduled maintenance and minimise disruption. Damisa shall not be liable for unavailability of the Platform during maintenance windows.
3.8 API Access.
Where Damisa makes application programming interfaces (“APIs”) available to the Customer, the Customer is granted a limited, non-exclusive, non-transferable, revocable licence to use such APIs solely to receive the Damisa Services. The Customer is responsible for the security of its API keys and credentials, shall not exceed documented rate limits or use the APIs in a manner that degrades the Platform, and shall notify Damisa immediately of any compromise of API credentials. Damisa may monitor, throttle, suspend or revoke API access at any time for security, misuse, or regulatory reasons.
4. RISK DISCLOSURE AND REGULATORY COMPLIANCE
4.1 By accessing and using Damisa Services, the Customer acknowledges and accepts the following material risks:
(a) the Customer may receive payments in Crypto Assets that are not subject to any regulatory regime, and accepts and uses such assets at its own risk;
(b) Crypto Asset markets are volatile and subject to rapid price movements — the Customer is solely responsible for assessing the suitability of any transaction in light of its financial position, risk tolerance, and regulatory obligations;
(c) regulatory frameworks governing Crypto Assets continue to evolve, and changes in Applicable Law may affect the availability of Damisa Services or the treatment of Crypto Assets for legal, tax, or accounting purposes;
(d) access to Crypto Assets depends on control of private keys — where the Customer controls private keys, their loss, theft, or compromise may result in permanent and irreversible loss of the relevant Crypto Assets, and Damisa shall have no liability for any resulting loss; and
(e) Stablecoins carry issuer risk, including the risk that a Stablecoin trades below its reference value (a “depeg”), that the issuer suspends, restricts or refuses minting or redemption, or that the issuer freezes, blacklists or seizes assets at particular addresses — Damisa has no control over, and accepts no liability for, the acts or omissions of any Stablecoin issuer or network.
4.2 Damisa is registered with FINTRAC as a money services business and is subject to anti-money laundering (“AML”) and anti-terrorist financing (“ATF”) obligations under the PCMLTFA and its regulations. In fulfilment of these obligations, Damisa conducts customer due diligence and ongoing monitoring, including identity verification of Customers, Authorised Users and beneficial owners, record keeping, and reporting to FINTRAC (including suspicious transaction reports, large virtual currency transaction reports, and electronic funds transfer reports, as applicable).
4.3 The Customer acknowledges that Damisa is legally obligated to take measures to prevent its services from being used in connection with money laundering, terrorist financing, sanctions evasion, or other financial crimes. The Customer consents to Damisa disclosing information relating to the Customer's transactions, identity, or counterparties to competent authorities, supervisory bodies, or other obliged entities, where required by Applicable Law, court order, or regulatory directive. Certain reports made under the PCMLTFA may not be disclosed to the Customer, and Damisa is prohibited from informing the Customer of the making of a suspicious transaction report.
4.4 The Customer acknowledges that Damisa is subject to the “travel rule” requirements under the PCMLTFA and its regulations in respect of electronic funds transfers and virtual currency transfers. Data relating to such transfers, including information about the originator and beneficiary, will be shared with other financial entities and MSBs (including virtual asset service providers, payment institutions, and banks) and competent authorities, including through travel rule compliance service providers.
4.5 The Customer undertakes to provide such additional information or documentation as Damisa may reasonably request to fulfil its legal and regulatory obligations. Failure to comply in a timely manner may result in delays in transaction processing, suspension of services, or termination of this Agreement.
4.6 The Customer represents and warrants that:
(a) it has all necessary licences, registrations, and authorisations required to conduct its business activities, including those relating to the use of Crypto Assets;
(b) neither it nor any of its beneficial owners or directors is subject to sanctions under Applicable Law, including Canadian sanctions legislation; and
(c) it has implemented adequate AML/ATF policies, controls, and procedures within its own organisation, commensurate with its regulatory obligations.
4.7 Ongoing Notification Obligation. The Customer must notify Damisa promptly, and in any event within five (5) business days, of any material change to the information provided during onboarding, including changes to:
(a) beneficial ownership structure;
(b) directors or persons with significant control;
(c) registered address or principal place of business;
(d) the nature or scope of business activities; or
(e) regulatory status, licences, or authorisations.
For any sanctions-related change or the imposition of any legal or regulatory restriction on the Customer's activities, notification must be made immediately. Failure to comply may result in suspension of Damisa Services under Section 17.1.
4.8 Supplementary Due Diligence. The Customer acknowledges that Damisa, as a FINTRAC-registered MSB, may be subject to regulatory requirements that differ from those applicable to any Partner through which the Customer was referred. Where Damisa determines that additional documentation or information is required to satisfy its own obligations under the PCMLTFA (including source of funds or wealth declarations, enhanced beneficial ownership verification, additional identity documentation, or enhanced due diligence for higher-risk business relationships), the Customer agrees to provide such information promptly upon request, and in any event within five (5) business days unless Damisa specifies a shorter period.
4.9 Customer Representations — Authority and Ownership. The Customer represents and warrants, on a continuing basis, that:
(a) it is duly incorporated, validly existing, and has full power and authority to enter into and perform this Agreement;
(b) all Fiat and Crypto Assets transferred to or held with Damisa are beneficially owned by the Customer, free of liens, encumbrances and third-party claims, and derive from legitimate sources; and
(c) except for disclosed Third-Party Payments made in accordance with Section 6, it acts as principal for its own account and not on behalf of any undisclosed third party.
4.10 No Advice. Damisa provides the Damisa Services on an execution-only basis. Damisa does not provide investment, financial, legal, accounting, or tax advice, and nothing communicated by Damisa (including market data, transaction confirmations, or content on the Platform) shall be construed as a recommendation, solicitation, or endorsement of any Crypto Asset, transaction, or strategy.
4.11 No Deposit Insurance. Crypto Assets and Fiat balances held with Damisa are not deposits, are not insured or guaranteed by the Canada Deposit Insurance Corporation or any other deposit insurance scheme, and are not protected by any investor compensation fund.
5. PROHIBITED USE AND RESTRICTED ACTIVITIES
5.1 The Customer shall not use, and shall procure that no Authorised User uses, the Damisa Services directly or indirectly in connection with:
(a) any unlawful activity, including money laundering, terrorist financing, fraud, tax evasion, or sanctions evasion;
(b) mixers, tumblers, or other services or protocols designed to obscure the origin, ownership, or destination of Crypto Assets;
(c) darknet marketplaces or the purchase or sale of illegal goods or services;
(d) unlicensed or unlawful gambling;
(e) the offer or sale of securities or derivatives in breach of applicable securities legislation;
(f) transactions involving persons or entities located, organised, or resident in jurisdictions subject to comprehensive sanctions, or involving any sanctioned person;
(g) shell banks or unregulated financial institutions with no physical presence;
(h) market abuse of any kind, including price manipulation, wash trading, spoofing, or front-running; or
(i) any attempt to circumvent Damisa's compliance controls, transaction limits, or onboarding requirements.
5.2 Damisa may maintain and update a list of restricted jurisdictions, industries, and activities on the Platform. The Customer is responsible for reviewing the current list before initiating transactions.
5.3 Any breach of this Section 5 is a material breach of this Agreement entitling Damisa to suspend or terminate the Damisa Services immediately and without notice under Section 17.1, to decline, freeze, or return the affected transactions, and to make any reports required by Applicable Law. The Customer shall be liable for all losses, penalties, and costs incurred by Damisa arising from such breach.
6. THIRD-PARTY PAYMENTS
6.1 Where the Customer initiates or receives Third-Party Payments:
(a) the Customer shall provide accurate and complete originator and beneficiary information for each Third-Party Payment, as required by Damisa and Applicable Law (including the travel rule);
(b) the Customer represents that each Third-Party Payment has a lawful commercial basis connected to the Customer's business and that it has verified the identity of the relevant third party to the extent required by its own regulatory obligations; and
(c) the Customer remains fully responsible to Damisa for each Third-Party Payment as if it were the Customer's own transaction.
6.2 Damisa may conduct due diligence on any third-party payer or payee, may request supporting documentation (including invoices or contracts evidencing the underlying transaction), and may decline, suspend, return, or unwind any Third-Party Payment at its sole discretion, including where the third party cannot be adequately verified.
6.3 The Customer is solely responsible for its relationship with third-party payers and payees and shall indemnify Damisa against any claims made by such third parties in connection with a Third-Party Payment, except to the extent caused by Damisa's fraud or wilful misconduct.
6.4 Damisa may impose additional onboarding, monitoring, or documentation requirements as a condition of processing Third-Party Payments, and may withdraw the availability of Third-Party Payments at any time on notice.
6A. OTC Trading
6A.1 Definitions for this Section
In this Section 6A, the following terms have the meanings set out below. Terms defined in Section 1.1 carry the same meaning here. In the event of any conflict between this Section 6A and the remainder of the Terms in respect of an OTC Trade, this Section 6A prevails.
“OTC Trade” means a bilateral transaction between the Customer and Damisa for the purchase, sale or exchange of Crypto Assets and/or Fiat, agreed directly (by voice, chat, email, the Platform or another agreed channel) on terms individually negotiated between the parties, rather than executed instantly against the Platform's standard on-screen rates. An OTC Trade is a principal-to-principal transaction; Damisa deals as principal and not as agent or broker for the Customer.
“Quote” means an indication of price given by Damisa in response to a Request for Quote, which may be indicative or firm as expressly stated at the time.
“Request for Quote / RFQ” means a request by the Customer for a price at which Damisa is willing to enter into an OTC Trade for a specified asset, direction, size and settlement basis.
“Trade Time” means the moment at which an OTC Trade becomes binding on both parties in accordance with clause 6A.3.
“Trade Confirmation” means the written record of the agreed economic terms of an OTC Trade issued by Damisa (via the Platform, email or another agreed channel) following the Trade Time, including asset(s), direction, quantity, price, total consideration, settlement basis, Settlement Assets, Settlement Addresses/accounts, Settlement Date and Settlement Cut-off.
“Settlement Asset” means in respect of each leg of an OTC Trade, the specific Crypto Asset (including network/chain) or Fiat currency (including rail) to be delivered.
“Settlement Address” means the whitelisted blockchain address, or the designated bank account or IBAN, to which a leg of an OTC Trade is to be delivered, as recorded in the Trade Confirmation.
“Settlement Date” means the date on which each leg of an OTC Trade is due to settle, as recorded in the Trade Confirmation (which may be the Trade Time itself, T+0, or a later date).
“Settlement Cut-off” means the latest time on the Settlement Date by which a party must have delivered its leg in full and in cleared, final form.
“DvP / Delivery-versus-Payment” means a settlement basis in which each leg is conditional on the substantially simultaneous delivery of the other leg, whether achieved via escrow, atomic settlement or Damisa-operated sequencing.
“Free Settlement” means a settlement basis in which one party delivers its leg before receiving the other leg, thereby accepting settlement (principal) risk on the counterparty for the intervening period.
“Settlement Failure” means the failure by a party to deliver its Settlement Asset in full, to the correct Settlement Address, in cleared and final form, by the Settlement Cut-off; or the reversal, recall, chargeback or non-finality of a leg after apparent delivery.
“Close-out Amount” means the aggregate loss, cost or expense (or gain) to Damisa of terminating, liquidating, replacing or re-establishing the economic equivalent of a Failed Trade, determined under clause 6A.8, including the cost of any replacement transaction, funding costs, and reasonable transaction and network costs.
“Market Disruption Event” means a suspension, depeg, loss of liquidity, network halt, congestion, fork, exchange outage, or other event that materially impairs the ability to price or settle a Settlement Asset.
6A.2 Application and eligibility
6A.2.1 This Section 6A applies whenever the Customer and Damisa enter into an OTC Trade.
6A.2.2 OTC Trading is offered only to Customers that Damisa has approved for OTC Trading, that have completed all onboarding, KYB/KYC and due-diligence requirements under Section 4, and that remain eligible on a continuing basis. Damisa may withdraw OTC eligibility at any time, with or without cause, on notice.
6A.2.3 The Customer represents on a continuing basis that it deals as principal for its own account (save for disclosed Third-Party Payments under Section 6), that it is a corporate or institutional counterparty acting in the course of its business, and that it has the knowledge and experience to evaluate the risks of each OTC Trade independently.
6A.2.4 Damisa is under no obligation to provide a Quote, to enter into any OTC Trade, or to continue any negotiation, and may decline any RFQ at its sole discretion without giving reasons.
6A.3 Quotes and formation of an OTC Trade
6A.3.1 The Customer submits an RFQ specifying the asset(s), direction (buy/sell), quantity and requested settlement basis. Damisa may respond with an indicative or a firm Quote.
6A.3.2 A firm Quote is valid only for the period expressly stated (or, if none is stated, for the time reasonably necessary for the Customer to accept it in the same communication), after which it lapses automatically. Indicative Quotes are for information only and are not capable of acceptance.
6A.3.3 Where a firm Quote is given, Damisa may nonetheless apply a final validation check at the point of acceptance (“last look”) and may decline to proceed where, in the interval, there has been a material price movement, a Market Disruption Event, a suspected error (including a Manifest Error under clause 6A.11), or a compliance concern. Damisa will not use last look to speculate at the Customer's expense.
6A.3.4 An OTC Trade becomes binding on both parties at the Trade Time, being the moment the parties agree all essential economic terms through an agreed channel — whether by the Customer accepting a firm Quote, by the parties confirming terms by voice or chat, or by acceptance on the Platform — notwithstanding that a Trade Confirmation has not yet been issued.
6A.3.5 The binding nature of an OTC Trade at the Trade Time is not conditional on the issue of a Trade Confirmation. The Trade Confirmation records the trade; it does not create it. This clause operates as an express variation of Section 2.3 in respect of OTC Trades: the point of execution is the Trade Time, not the point of Platform approval, and settlement occurs separately in accordance with clause 6A.5.
6A.4 Trade Confirmations
6A.4.1 Following the Trade Time, Damisa will issue a Trade Confirmation. The Customer must review it promptly and notify Damisa of any claimed discrepancy within the shorter of two (2) hours of receipt and the time falling one (1) hour before the Settlement Cut-off, save that the Customer shall in any event have no less than thirty (30) minutes from receipt to notify a discrepancy.
6A.4.2 Absent a discrepancy notice within that period, or where the Customer acts on the OTC Trade (including by settling any leg), the Trade Confirmation is conclusive and binding evidence of the terms of the OTC Trade, save for Manifest Error.
6A.4.3 In the event of any inconsistency between the Trade Confirmation and the parties' contemporaneous records of the Trade Time, the records of what was actually agreed at the Trade Time prevail, and the parties will correct the Trade Confirmation accordingly.
6A.5 Settlement mechanics
6A.5.1 Each OTC Trade settles on the basis (DvP or Free Settlement), by the Settlement Date and Settlement Cut-off, and to the Settlement Addresses recorded in the Trade Confirmation. Time is of the essence in respect of the Settlement Cut-off.
6A.5.2 A leg is settled only when the relevant Settlement Asset has been received in full, to the correct Settlement Address, in cleared and irreversible form. For Crypto Assets, this means the applicable number of network confirmations for final settlement; for Fiat, receipt as cleared, irrevocable funds.
6A.5.3 Settlement Addresses must be whitelisted in advance in accordance with Damisa's procedures. Damisa may treat instructions to settle to a whitelisted address as validly given, and is not obliged to act on any last-minute change of Settlement Address.
6A.5.4 Where a trade settles on a Free Settlement basis, the party delivering first bears settlement (principal) risk on the other party until the second leg is received in final form. Damisa determines, at the point of quoting, whether a given OTC Trade is offered on a DvP or Free Settlement basis and may require pre-funding or that the Customer delivers first.
6A.5.5 Damisa may require the Customer to pre-fund all or part of its leg into its Damisa Account, or into an escrow arrangement, as a condition of entering into or settling an OTC Trade.
6A.6 Finality and irreversibility of settlement
6A.6.1 The Customer acknowledges that settlement of a Crypto Asset leg is effected on a public, permissionless network and is technologically irreversible once broadcast and confirmed. Damisa cannot recall, reverse, freeze or amend a confirmed on-chain transfer, and neither party has any right to unwind a settled leg on the basis of subsequent price movement, buyer's remorse or change of commercial position.
6A.6.2 The Customer is solely responsible for the accuracy of every Settlement Address, network/chain selection, tag, memo and reference it provides or whitelists. Consistent with Section 2.11, a transfer to an incorrect, incompatible or unsupported address or network may be permanently irrecoverable, and Damisa has no obligation to attempt recovery and no liability for any resulting loss.
6A.6.3 Because settlement is irreversible, the risk of a mismatch between the two legs is managed through the settlement basis (clause 6A.5) and the Settlement Failure regime (clauses 6A.7–6A.8), and not by reversing a completed leg. Where Damisa has delivered its leg and the Customer's leg fails, the delivered leg is not reversed; instead Damisa's remedies under clauses 6A.7–6A.9 apply.
6A.6.4 Nothing in this clause 6A.6 limits Damisa's right, or any legal obligation, to freeze, delay, refuse, quarantine or return assets for compliance, sanctions, fraud or legal reasons under Sections 4, 5 and 17; such actions are not a reversal of settlement by Damisa and do not give rise to liability under this Agreement.
6A.7 Settlement Failure
6A.7.1 A Settlement Failure occurs where a party fails to deliver its Settlement Asset in full, to the correct Settlement Address, in cleared and final form, by the Settlement Cut-off, or where a leg is reversed, recalled, charged back or otherwise fails to achieve finality after apparent delivery.
6A.7.2 The non-defaulting party must notify the defaulting party of a Settlement Failure. Unless Damisa specifies otherwise in the Trade Confirmation, the defaulting party has a cure period of two (2) hours from notice (or such other period as stated in the Trade Confirmation) to remedy the failure by delivering in full. Damisa may shorten or dispense with the cure period where a Market Disruption Event, price volatility or a compliance concern makes delay prejudicial.
6A.7.3 If the Customer anticipates that it will not settle in full by the Settlement Cut-off, it must notify Damisa immediately. Failure to give such notice is itself a breach and is relevant to the allocation of costs under clause 6A.8.
6A.7.4 During any period in which a leg has been delivered by one party but the corresponding leg has not achieved finality, the delivered assets (or their proceeds) are held for the account of the delivering party to the fullest extent permitted by Applicable Law, and the defaulting party has no right, title or interest in them beyond its entitlement (if any) on a completed settlement.
6A.8 Close-out, termination and Close-out Amount
6A.8.1 If a Settlement Failure by the Customer is not cured within the applicable cure period, Damisa may, at its sole discretion and without further notice, do any one or more of the following (a “Close-out”):
(a) terminate the affected OTC Trade (a “Failed Trade”) and any related OTC Trades;
(b) decline to deliver, or suspend delivery of, its own leg of the Failed Trade;
(c) unwind, liquidate or reverse (where technically possible and lawful) any part-settlement, and enter into one or more replacement transactions to re-establish or hedge the economic position Damisa would have held had the OTC Trade settled;
(d) liquidate, sell or convert Crypto Assets or Fiat held in the Customer's Damisa Account, or pre-funded or escrowed by the Customer, at prevailing market rates, applying the proceeds against amounts owed; and
(e) determine and demand the Close-out Amount.
6A.8.2 The Close-out Amount is determined by Damisa in good faith and in a commercially reasonable manner, and is the aggregate of the loss, cost and expense (expressed as a positive number) or gain (expressed as a negative number) to Damisa arising from the Failed Trade and its Close-out, including the cost of replacement transactions, price movement between the Trade Time and Close-out, funding and hedging costs, and reasonable network, transaction and administrative costs. Where the determination produces a net gain to Damisa, Damisa is not required to pay that gain to the Customer save to the extent Applicable Law requires.
6A.8.3 The Customer must pay the Close-out Amount, together with default interest under clause 6A.8.4, immediately on demand. Damisa may set off and net the Close-out Amount and any other amounts owed under this Agreement in accordance with clause 6A.9 and Section 8.3, and may exercise its rights under Sections 8.6 and 8.7 (deduction, conversion, liquidation and suspension) in respect of any shortfall.
6A.8.4 Any amount not paid when due under this Section 6A bears default interest from the due date until payment in full at a rate of the greater of (i) [•]% per annum and (ii) [•]% above Damisa's cost of funds, accruing daily. [Rate to be set within Canadian criminal-rate (Criminal Code s.347) and Interest Act disclosure limits — see Open Items.]
6A.8.5 The remedies in this Section 6A are cumulative and in addition to Damisa's rights under the remainder of the Terms, including suspension and termination under Section 17 and indemnification under Section 22.
6A.9 Netting and set-off
6A.9.1 Where two or more OTC Trades between the parties are due to settle in the same Settlement Asset on the same Settlement Date, the parties' delivery obligations in that asset are automatically netted into a single net obligation of the party owing the larger amount (payment netting), unless the Trade Confirmation states gross settlement.
6A.9.2 On a Close-out, all obligations under the Failed Trade and any related terminated OTC Trades are converted into a single net amount in a base currency nominated by Damisa (close-out netting), and only that net amount is payable.
6A.9.3 Damisa may set off any amount owed by the Customer under any OTC Trade against any amount owed by Damisa to the Customer under this Agreement, whether or not matured and whether in Fiat or Crypto Assets (valued at prevailing market rates), extending the set-off right in Section 8.3.
6A.10 Pricing, fees and taxes
6A.10.1 The all-in price of an OTC Trade is the price agreed at the Trade Time. That price may embed a spread or mark-up over Damisa's own reference or sourcing price, and Damisa deals as principal and may profit from the OTC Trade. Damisa is not obliged to disclose the components of its price.
6A.10.2 Fees for OTC Trades are as agreed in the Applicable Documentation, the Trade Confirmation, or the applicable fee schedule, and are additional to the traded price unless expressly stated to be inclusive. Sections 8.1 and 8.2 (taxes) apply: the Customer bears all applicable transaction taxes, and all network and gas costs of settling its leg.
6A.10.3 Section 8.8 (regulatory and market cost changes) applies to OTC Trades, save that a change taking effect between the Trade Time and the Settlement Date of an already-agreed OTC Trade does not retroactively alter the agreed price of that trade unless the change is a tax, levy or third-party charge that applies by law to that settlement.
6A.11 Manifest Error
6A.11.1 A “Manifest Error” is a Quote, price or Trade Confirmation term that contains a clear and obvious error (including a misplaced decimal, a price plainly off-market, a wrong asset or network, or a quantity error) that a reasonable counterparty would recognise as an error.
6A.11.2 Damisa may, acting in good faith and promptly on becoming aware, void or amend an OTC Trade affected by a Manifest Error to reflect the terms that would have applied absent the error, and will notify the Customer. Neither party is liable to the other for loss of bargain arising from the correction of a Manifest Error, save for costs directly caused by that party's own bad faith.
6A.12 Communications, recording and evidence
6A.12.1 The Customer acknowledges and consents that Damisa may record and retain telephone calls, chat, messaging and other electronic communications relating to OTC Trades, and that it may do so without a warning tone or further notice on each occasion.
6A.12.2 Such recordings and electronic records, and Damisa's trade and system logs, are admissible as conclusive evidence (absent Manifest Error or proven tampering) of the existence and terms of an OTC Trade and of the Trade Time, and the Customer will not object to their admissibility on the ground that they are electronic or not originals.
6A.12.3 Damisa retains such records for the period required by Applicable Law (including the PCMLTFA) and its internal policies.
6A.13 OTC-specific risk disclosure
In addition to the risks disclosed in Section 4, the Customer acknowledges and accepts, in respect of OTC Trades:
(a) settlement risk — that on a Free Settlement basis it may deliver its leg before receiving the other, and bears the risk of the counterparty failing between the two;
(b) market/replacement risk — that on a Settlement Failure the price of the Settlement Asset may have moved, and it may be liable for the resulting Close-out Amount;
(c) irreversibility — that settled legs cannot be reversed, and a failed second leg is remedied through the default regime, not by clawing back the first;
(d) liquidity and disruption risk — that a Market Disruption Event may prevent pricing or settlement, or widen spreads;
(e) no advice — consistent with Section 4.10, that Damisa acts as arm's-length principal and gives no investment, tax, legal or suitability advice on any OTC Trade; and
(f) principal dealing — that Damisa is the Customer's trading counterparty, not its agent or fiduciary, and their interests may diverge.
6A.14 Liability for OTC Trades
6A.14.1 Sections 21 (Limitation of Liability) and 22 (Indemnification) apply to OTC Trades. For the avoidance of doubt, the Customer's obligation to pay a Close-out Amount and default interest under clause 6A.8 is a primary payment obligation arising from the Customer's own default and is not subject to the aggregate liability cap in Section 21.1.
6A.14.2 The Customer indemnifies Damisa, in accordance with and subject to Section 22, against all losses, costs and expenses arising from the Customer's Settlement Failure or breach of this Section 6A, including Close-out costs and the costs of replacement transactions.
7. DATA PROTECTION AND PRIVACY
7.1 Damisa processes personal information in accordance with Applicable Law, including the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”) and, where applicable, the Personal Information Protection Act (Alberta) and other provincial privacy legislation. Damisa is responsible for personal information under its control in connection with the performance of this Agreement.
7.2 Personal information is collected, used and disclosed for legitimate purposes, including the performance of the Agreement, compliance with Applicable Law, and the prevention of financial crime. Damisa maintains appropriate technical and organisational security safeguards to protect personal information against unauthorised access, disclosure, alteration, or destruction.
7.3 Full details of Damisa's data handling practices, the categories of information collected, retention periods, the rights of individuals, and the identity of any third-party processors are set out in Damisa's Privacy Notice, available on the Platform.
7.4 Where Damisa engages Partners to provide On-Ramp or Off-Ramp Services outside Canada, the Customer acknowledges that personal information relating to Authorised Users and transaction counterparties may be transferred to and processed by such Partners in foreign jurisdictions, and may be subject to the laws of those jurisdictions, including lawful access by courts and authorities there. Damisa remains accountable for personal information transferred to third parties for processing and will use contractual or other means to provide a comparable level of protection while the information is being processed by such third parties, in accordance with PIPEDA. The Customer may obtain further information about Damisa's international transfer practices upon written request.
7.5 EU / UK personal data. Where, in connection with this Agreement, Damisa processes personal data that is subject to the EU General Data Protection Regulation (Regulation (EU) 2016/679) or the UK GDPR (together, “European Data Protection Law”), the parties agree that: (a) such processing is additionally governed by European Data Protection Law and, where required, by a data processing addendum executed between the parties, which prevails over this Section to the extent of any conflict in respect of such data; (b) transfers of such data outside the EEA or the UK will be made under a lawful transfer mechanism (including the European Commission or UK standard contractual clauses, or an applicable adequacy decision); and (c) Damisa will notify the Customer without undue delay, and in any event where feasible within seventy-two (72) hours, after becoming aware of a personal data breach affecting such data. Nothing in this Section makes Damisa a processor of the Customer where Damisa acts as a controller in its own right for compliance and financial-crime purposes.
8. FEES AND PAYMENT
8.1 The Customer shall pay Fees for Damisa Services as agreed in the Applicable Documentation or as displayed on the Platform. All Fees are exclusive of any applicable goods and services tax, harmonised sales tax, provincial sales tax, value-added tax, or analogous taxes, which shall be payable by the Customer in addition. Fees are non-refundable unless otherwise expressly stated in this Agreement.
8.2 The Customer is solely responsible for calculating, reporting, and remitting any income tax, capital gains tax, or other taxes arising from its Crypto Asset holdings or transactions, in accordance with the Applicable Law of the relevant jurisdiction.
8.3 Subject to Applicable Law and upon reasonable prior written notice to the Customer, Damisa may set off any amount owed by Damisa to the Customer against any amount owed by the Customer to Damisa. This right is extended in respect of OTC Trades by clause 6A.9.
8.4 Damisa reserves the right to amend its Fee schedule upon not less than thirty (30) calendar days' prior written notice. If the Customer objects to any revised Fees, it may terminate this Agreement in accordance with Section 17 without penalty, provided it notifies Damisa within thirty (30) calendar days of receiving the notice.
8.5 Where a transaction involves a Partner (as defined in Section 18), additional fees charged by such Partner may apply and will be disclosed to the Customer prior to execution of the relevant transaction.
8.6 Fiat Reversals and Clawback. Where any Fiat payment received from or on behalf of the Customer is reversed, recalled, charged back, or otherwise fails to settle after Damisa has delivered Crypto Assets, converted funds, or made an onward payment in reliance on it, the Customer shall immediately on demand reimburse Damisa the corresponding amount together with Damisa's reasonable costs. Damisa may, without further notice:
(a) deduct such amount from any Fiat or Crypto Asset balance in the Customer's Damisa Account;
(b) convert or liquidate Crypto Assets in the Account at prevailing market rates to the extent necessary to discharge the amount owed; and
(c) suspend the Damisa Services until reimbursed in full.
8.7 Negative Balances. If the Customer's Damisa Account shows a negative balance or the Customer otherwise owes any amount to Damisa, Damisa may exercise the rights in clause 8.6(a)–(c), and the Customer shall remain liable for any remaining shortfall, together with interest at a reasonable commercial rate from the date the amount fell due until payment.
8.8 Regulatory and Market Cost Changes. Notwithstanding clause 8.4, where after the Effective Date there occurs:
(a) a change in Applicable Law, or a new or amended law, regulation, central bank measure, or regulatory requirement in any jurisdiction relevant to a Service or corridor;
(b) the introduction of, or increase in, any tax, levy, duty, or charge applicable to the Services or the underlying flows (including financial transaction taxes such as the Brazilian IOF, withholding taxes, stamp duties, or network or scheme charges); or
(c) a material change in market conditions affecting Damisa's cost of providing a Service, including changes in liquidity, FX or capital controls, or the costs imposed by banking, settlement, or liquidity partners —
then Damisa may adjust the Fees, spreads, or other pricing applicable to the affected Services or corridors upon not less than thirty (30) days' written notice to the Customer. Where a new or increased tax, levy, or third-party charge takes legal effect before that notice period expires, Damisa may pass the amount through to the Customer at cost from the date it takes effect, with the notice serving to document the change. If the Customer objects to an adjustment under this clause, it may terminate the affected Services (or, where the adjustment applies generally, this Agreement) by written notice before the adjustment takes effect, without penalty; continued use of the affected Services after the effective date constitutes acceptance.
9. COMPLAINTS HANDLING
9.1 The Customer or any Authorised User may submit a complaint at any time by email, through the Platform, or by written correspondence addressed to Damisa's registered office. Damisa will acknowledge receipt promptly and respond using the same channel.
9.2 Each complaint will be investigated thoroughly and in good faith. Damisa aims to provide a substantive response within fourteen (14) calendar days of receipt. Where that is not reasonably practicable, Damisa will notify the Customer and provide a revised response deadline not exceeding a further fourteen (14) calendar days.
9.3 Full details of Damisa's complaint handling procedures are set out in Damisa's Complaints Policy, available on the Platform.
9.4 For complaints related to services provided by Partners (Section 18), Damisa will coordinate the complaint handling process on the Customer's behalf and, where appropriate, liaise with the relevant Partner to ensure timely resolution.
10. CONFIDENTIALITY
10.1 Each Party shall keep confidential all non-public information disclosed by the other Party in connection with this Agreement, including commercial terms, technical information, and business data (“Confidential Information”), shall use it only for the purposes of this Agreement, and shall disclose it only to its personnel, advisers, and Affiliated Entities who need to know it and are bound by comparable confidentiality obligations.
10.2 Confidential Information does not include information that:
(a) is or becomes public other than through breach of this Section;
(b) was lawfully known to the receiving Party before disclosure;
(c) is lawfully received from a third party without restriction; or
(d) is independently developed without use of the disclosing Party's Confidential Information.
10.3 Either Party may disclose Confidential Information to the extent required by Applicable Law, a court, or a regulatory authority (including FINTRAC), provided that, where legally permitted, it gives the other Party reasonable prior notice.
10.4 This Section survives for three (3) years after termination of this Agreement, save that confidentiality obligations in respect of trade secrets continue for as long as they remain trade secrets.
11. AMENDMENT OF TERMS
Damisa reserves the right to amend or update these Terms from time to time. The Customer will be notified of material amendments via the Platform and by email with not less than thirty (30) calendar days' prior notice, unless a shorter period is required to comply with Applicable Law or an urgent regulatory requirement. Amended Terms take effect on the date specified in the notice. If the Customer objects to any amendment, it may terminate this Agreement by written notice prior to the effective date, in accordance with Section 17. Continued use of the Damisa Services following the effective date constitutes acceptance of the revised Terms.
12. ASSIGNMENT AND NOVATION
12.1 This Agreement and all rights, obligations, and licences granted hereunder are personal to the Customer and may not be transferred, assigned, novated, charged, or otherwise dealt with by the Customer without Damisa's prior written consent.
12.2 Damisa may transfer, assign, or novate this Agreement or any of its rights or obligations without the Customer's consent, including to any entity within the Damisa group or any successor to Damisa's business, upon reasonable prior written notice.
12.3 Any purported transfer or assignment by the Customer in breach of this Section shall be null and void.
13. NO WAIVER
No failure or delay by Damisa in exercising any right, power, or remedy under this Agreement constitutes a waiver of that right, power, or remedy. A waiver of any breach shall not be construed as a waiver of any subsequent breach.
14. SEVERABILITY
If any provision of this Agreement is held by a court or tribunal of competent jurisdiction to be invalid, unlawful, or unenforceable, such provision shall be deemed severed and the remaining provisions shall continue in full force and effect. The Parties shall use reasonable endeavours to replace any invalid provision with a valid provision achieving the same commercial and legal effect.
15. NOTICES AND COMMUNICATIONS
15.1 The Customer consents to receive all notices, agreements, documents, and disclosures relating to this Agreement electronically, via the Platform or by email to the address registered on the Customer's account.
15.2 All notices from the Customer to Damisa shall be submitted in writing by email to Damisa's designated contact address or by registered post to Damisa's registered office at 12707 20 Avenue, Blairmore, Alberta, Canada, T0K 0E0.
15.3 All communications under this Agreement shall be conducted in the English language.
15.4 The Customer shall promptly notify Damisa of any change to its registered address or primary contact details.
16. THIRD PARTY RIGHTS
16.1 Save for entities within the Damisa group, no person or entity that is not a party to this Agreement shall have any right to enforce any provision of this Agreement.
16.2 Notwithstanding Section 16.1, Partners engaged by Damisa pursuant to Section 18 are entitled to rely upon and enforce the provisions of this Agreement expressly stated to apply to or for the benefit of Partners, solely to the extent necessary for the performance of the services they provide, as set out in the applicable bilateral Partnership Agreement.
17. LIMITATION OF SERVICES / TERMINATION / ACCOUNT CLOSURE
17.1 Subject to Applicable Law, Damisa may, at any time and without liability, suspend, restrict, or terminate access to the Platform or any Damisa Account, and may refuse to process any transaction, in the following circumstances:
(a) any material or persistent breach by the Customer of this Agreement, including any breach of Section 5 (Prohibited Use);
(b) compliance with any requirement of Applicable Law or a competent regulatory or judicial authority, including FINTRAC; #
(c) reasonable suspicion that a transaction is connected with unlawful activities, including money laundering, terrorist financing, sanctions evasion, or fraud; or
(d) to address, investigate, or remediate any actual or suspected defect, compromise, or vulnerability in any information system upon which Damisa relies.
17.2 Either Party may terminate the services provided under the Applicable Documentation by written notice in accordance with the notice period specified therein. Where no notice period is specified, the default is thirty (30) calendar days, and in no event less than thirty (30) calendar days. Upon termination, all amounts owed by the Customer become immediately due and payable.
17.3 Provisions intended by their nature to survive termination remain in full force, including those relating to intellectual property, regulatory compliance, confidentiality, limitations of liability, indemnification, data protection, and general terms.
17.4 Any Crypto Assets or Fiat remaining in a suspended or closed Damisa Account shall be made available for recovery by the Customer, unless:
(a) Damisa is prohibited by Applicable Law or a binding court or regulatory order from releasing such assets; or
(b) Damisa has reasonable grounds to suspect that such assets were obtained through fraud, money laundering, or other unlawful means.
17.5 In the event of termination, the Customer shall complete all pending transactions within such period as Damisa may reasonably specify and promptly withdraw any remaining balance. Damisa shall not be responsible for losses arising from the Customer's failure to withdraw balances within the specified period.
18. PARTNER SERVICES: ON-RAMP AND OFF-RAMP OUTSIDE CANADA
18.1 In jurisdictions outside Canada where Damisa does not hold the requisite regulatory authorisation to directly provide On-Ramp or Off-Ramp Services, Damisa will facilitate access to such services through a curated network of duly licensed and regulated third-party Partners, which may include virtual asset service providers and crypto-asset service providers, payment institutions and electronic money institutions, credit institutions and banks, and other professional financial service providers holding appropriate authorisations in the relevant jurisdiction.
18.2 Damisa's Role. When providing On-Ramp or Off-Ramp Services through a Partner, Damisa acts as the primary point of contact and relationship manager on behalf of the Customer. The Customer's contractual and operational relationship for the delivery of such services remains with Damisa. Damisa will:
(a) identify and engage suitable Partners;
(b) manage the ongoing relationship with each Partner;
(c) coordinate execution of the relevant transactions; and
(d) serve as the Customer's primary point of contact for queries, complaints, or escalations arising from Partner-facilitated transactions.
18.3 Customer Onboarding to Partners. Certain Partners are themselves subject to regulatory obligations, including customer due diligence and KYC requirements. Where a separate onboarding or verification process with a Partner is necessary: Damisa will manage the onboarding on the Customer's behalf using information already held pursuant to its own KYC/AML procedures, to the extent permissible; where the Partner requires additional documentation, Damisa will notify the Customer and facilitate secure transmission; Damisa will endeavour to minimise the administrative burden on the Customer; and the Customer consents to Damisa sharing its identity and due diligence information with Partners for these purposes, subject to Section 7.
18.4 AML/KYC Reliance. Where the Customer's relationship with Damisa originates through a referral from a regulated Partner, Damisa may, to the extent permitted by the PCMLTFA and its regulations, rely on customer due diligence previously performed by that Partner, subject to Damisa's own independent assessment of its adequacy. Notwithstanding such reliance:
(a) Damisa retains ultimate regulatory responsibility for the adequacy of customer due diligence;
(b) Damisa independently performs ongoing transaction monitoring, sanctions screening, and its own risk assessment of each Customer; and
(c) Damisa reserves the right to request additional information or conduct supplementary verification at any time, including pursuant to Section 4.8.
18.5 Partner Terms and Liability. The engagement of a Partner does not alter the Customer's primary contractual relationship with Damisa. Certain Partners may require the Customer to accept additional terms (“Partner Terms”); where Partner Terms apply, Damisa will notify the Customer and facilitate the acceptance process. Damisa shall not be liable for any failure, delay, error, or act or omission by any Partner, except to the extent such failure results directly from Damisa's negligence in the selection or supervision of the Partner.
18.6 Partner Selection and Standards. Damisa applies rigorous due diligence criteria in selecting Partners, including regulatory status, financial soundness, AML/ATF compliance standards, operational resilience, and service quality, maintains ongoing oversight, and reserves the right to replace any Partner at any time.
18.7 Availability and Geographic Coverage. The availability of On-Ramp and Off-Ramp Services in any jurisdiction is subject to Damisa having a suitable licensed Partner there. Damisa does not warrant that such services will be available in all jurisdictions or for all Crypto Asset types.
18.8 Fees for Partner Services. Partner-facilitated transactions may attract additional fees beyond Damisa's standard Fees. All applicable fees will be disclosed in the transaction confirmation presented prior to execution.
19. INTELLECTUAL PROPERTY
19.1 All intellectual property rights in the Platform, Damisa's systems, software, documentation, data, and all materials made available by Damisa (“Damisa IP”) are and remain the exclusive property of Damisa or its licensors.
19.2 Nothing in this Agreement confers upon the Customer any licence or right in respect of any Damisa IP other than the limited Platform access licence granted pursuant to Section 3.
19.3The Customer shall promptly notify Damisa of any actual or suspected infringement of Damisa IP of which it becomes aware.
20. DORMANT ACCOUNTS
20.1 Where no Customer-initiated activity occurs on a Damisa Account for twelve (12) consecutive months, Damisa may classify the Account as dormant. Damisa will use reasonable endeavours to contact the Customer using the registered contact details before and after classifying an Account as dormant.
20.2 Damisa may charge a reasonable account maintenance fee on dormant Accounts to the extent permitted by Applicable Law and disclosed in the fee schedule, and may convert small residual Crypto Asset balances to Fiat for administration purposes.
20.3 Unclaimed balances on dormant Accounts will be dealt with in accordance with applicable unclaimed property legislation. Nothing in this Section transfers ownership of the Customer's assets to Damisa.
21. LIMITATION OF LIABILITY
21.1 To the fullest extent permitted by Applicable Law, Damisa's total aggregate liability to the Customer under or in connection with this Agreement, whether in contract, tort (including negligence), misrepresentation, restitution, or otherwise, shall not exceed the total Fees paid by the Customer to Damisa in the twelve (12) month period immediately preceding the event giving rise to the claim. This cap does not apply to custody losses governed by Section 2.9 of these Terms.
21.2 To the fullest extent permitted by Applicable Law, neither Party shall be liable to the other for any:
(a) loss of profits;
(b) loss of revenue;
(c) loss of business or contracts;
(d) loss of anticipated savings;
(e) loss of data;
(f) loss of goodwill or reputation; or
(g) indirect, special, incidental, punitive, or consequential loss or damage of any kind.
21.3 Nothing in this Agreement limits or excludes either Party's liability for:
(a) fraud or fraudulent misrepresentation;
(b) wilful misconduct;
(c) death or personal injury caused by negligence; or
(d) any other liability that cannot be excluded or limited by Applicable Law.
22. INDEMNIFICATION
22.1 The Customer shall indemnify, defend, and hold harmless Damisa, its Affiliated Entities, Partners, officers, directors, employees, and agents from and against any claims, damages, losses, penalties, fines, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
(a) the Customer's breach of this Agreement (including Sections 5 and 6);
(b) the Customer's violation of Applicable Law;
(c) the Customer's fraud, wilful misconduct, or gross negligence; or
(d) any third-party claims arising from the Customer's use of the Damisa Services.
22.2 Damisa shall indemnify, defend, and hold harmless the Customer from and against any claims, fines, penalties, costs, and expenses (including reasonable legal fees) directly and proximately arising from:
(a) Damisa's material breach of its obligations under Applicable Law, including the PCMLTFA;
(b) Damisa's fraud or wilful misconduct; or
(c) Damisa's gross negligence in the selection or supervision of a Partner, where such gross negligence directly causes loss to the Customer. This mutual indemnity is subject to the aggregate liability cap in Section 21.1 and does not extend to indirect or consequential losses.
23. ENTIRE AGREEMENT
23.1 This Agreement, together with the Applicable Documentation and the policies referenced in these Terms, constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior agreements, understandings, and representations, whether written or oral.
23.2 Each Party acknowledges that in entering into this Agreement it has not relied on any statement, representation, or warranty not expressly set out in this Agreement. Nothing in this Section excludes or limits liability for fraudulent misrepresentation.
24. GOVERNING LAW AND DISPUTE RESOLUTION
24.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law provisions.
24.2 Any dispute, controversy, or claim arising out of or in connection with this Agreement, or its breach, termination, or invalidity, shall be subject to the exclusive jurisdiction of the courts of the Province of Alberta, unless Applicable Law requires otherwise.
24.3 Before initiating formal legal proceedings, the Parties agree to attempt in good faith to resolve any dispute through negotiation for not less than thirty (30) calendar days from the date on which one Party notifies the other of the dispute in writing.
24.4 OTC Trades — forum. [Open item for counsel: for OTC Trades with institutional counterparties domiciled outside Canada, the Parties may agree that disputes are instead resolved by binding arbitration seated at [•] under the [•] Rules, so that awards are enforceable under the New York Convention in the counterparty's home jurisdiction. Whether to adopt an arbitration carve-out, and its seat and rules, is to be decided before issue — see Open Items.]
Canadian regulatory disclosure
Damisa Technologies Canada Ltd. is registered as a Money Services Business with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) under registration number N300000823, with permitted activities including foreign exchange dealing, money transferring, and dealing in virtual currencies. Registered office: 12707 20 Avenue, Blairmore, Alberta, Canada, T0K 0E0. FINTRAC registration is not an endorsement or recommendation by FINTRAC or the Government of Canada of Damisa's products or services. Balances held with Damisa are not insured by the Canada Deposit Insurance Corporation.
