Terms of Service

This Terms of Service, hereinafter referred to as the "Agreement," is a legally binding contract between You, identified in this terms of service as a current or prospective corporate customer/consumer of Multigate's services (herein referred to as "Client"), and MULTIGATE, (herein referred to as "Multigate") who operate the website http://www.multigate.io (the 'Site'), as well as any other related products and services that refer to or link to this agreement. This term governs the use of Multigate services, websites, software, and other associated products and services offered within your geographic region, collectively called "Services."

By opening or using our Services in any capacity, you explicitly agree to be bound by the terms and conditions outlined in this Agreement, as well as any supplementary terms referenced herein, which apply to the Account and Services accessible to you through the Multigate Platform. If you are using our Services on behalf of a business entity, you represent and warrant to Multigate that you have the necessary legal authority to bind that business or entity to this Agreement, and that said business or entity unequivocally accepts and acknowledges the terms outlined herein. If the Client does not agree with all of these legal terms, then the Client is expressly prohibited from using the services and must discontinue use immediately.

We may modify these terms by posting a revised version on our website and, where applicable, notifying you. By continuing to access or use the Service after we have posted a revised version, you agree to be bound by the terms of the revised version. If you do not agree to be bound by these revised terms, you must deactivate your profile and otherwise cease accessing or using the Services. By continuing to use the Services after the effective date of any changes, you agree to be bound by the modified terms. We recommend that you print a copy of these Legal Terms for your records.

Table of Contents

1. Our Services
2. Definitions
3. Account Creation
4. Account Funding
5. Trade Processes
6. Subscription Terms
7. Deductions and Withholdings
8. Due Diligence and Applicable Laws
9. Representations and Warranties
10. Confidentiality and Non-Compete
11. Intellectual Property
12. Data Privacy
13. Disclaimer
14. Indemnification
15. Termination
16. Joint Accounts or Trust Accounts
17. Strategic And Collections Partnership
18. Force Majeure
19. Communications
20. Third Party Authorizations
21. Prohibited Activities and Countries
22. Data Security Measures
23. Dispute Resolution and Applicable Laws
24. Interpretation
25. Miscellaneous
26. Contacts

1. Our Services

Subject to the terms and conditions of this Agreement, Multigate shall provide the Client with its Treasury Management Solutions and/or Cross Border Financial Infrastructure. For the purpose of these terms and conditions, the above shall be referred to individually as 'the service' and/or collectively as 'the services'. These services include, but are not limited to, the following:

a. Treasury Management Solutions powered by Multigate Technologies Limited:

• Swift for Corporates - enables centralized cash and liquidity management via a single platform.
• Multi-Bank Connector (MBC) - provides corporates with a unified dashboard for real-time account visibility across multiple banks, countries, and currencies.
• Cash and Liquidity Management Service- offers a comprehensive reporting interface that enables clients to optimize cash flow, reduce costs, and enhance profitability.
• Aggregated balance view - enables real-time visibility into account balances across multiple banks, with seamless consolidation of account statements for enhanced financial control.
• Centralized Payment for initiating and managing domestic and international payments from any account through SWIFT or real-time processing.

b. Cross-Border Financial Infrastructure powered by Multigate Network Pay Inc.:

• Cross-Border Payment solution enabling real-time international payments with last-mile delivery in local currencies across key markets, including Africa, the US, the UK, Europe, and Asia.
• Cross-Border Collection solution allowing international financial institutions to collect local currency payments for corporate clients.
• A Real-time FX API enabling clients to integrate our solution into their existing product or back-office tools for seamless payment collection and processing.
• Multi-currency accounts enable clients to manage cross-border funds and transactions.
• An FX Conversion solution providing access to a wide range of global currencies.

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Multigate to any registration requirement within such jurisdiction or country.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

2. Definitions

Within the confines of this Agreement, the following terms bear the meanings stipulated below, while other defined terms carry the meanings ascribed elsewhere in this Agreement:

3. Account Creation

a. Subject to the terms of this Agreement, Multigate grants the Client a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term, solely for the Client's internal business operations.

b. The Client may select from various Subscription Packages, each delineating specific features, usage limits, and pricing. Details of each package are available on the Multigate website or through direct consultation.

c. To use certain parts of the Services, Client shall be required to create a user profile (the "Account"). Client is responsible for maintaining the security of Client profile, password, and other login and operating credentials (the "User Credentials"). The client accepts all risks associated with an internal improper use or unauthorized third-party access to its profile. As a user, Client acknowledges that compromised User Credentials can lead to Client's sensitive and personal information being leaked. Multigate shall not be held responsible for data loss or leakage due to the Client's inaction or User Credential compromise. If Client finds out or suspects any Service security breaches, Client shall inform Multigate immediately. Client affirms that all information provided in connection with Client's Account is accurate, truthful, current, and complete. Multigate reserves the right to deny, deactivate, or terminate any profile at Multigate's discretion.

d. Multigate reserves the right to modify or discontinue any feature or functionality of the Services at its discretion. In the event of a material reduction in functionality, Multigate shall provide the Client with at least thirty (30) days' notice. From time to time, Multigate may offer access to updated features or services. These features, future updates, and Services are provided "as-is" without warranties of any kind and may be subject to additional terms.

e. Some clauses in these terms and conditions might not apply to a client (Exclusions Clause). If a specific provision of this Agreement does not apply to the Client or their selected Services, such provisions shall be considered excluded, and no obligations shall arise under those provisions unless explicitly stated in an applicable addendum or schedule.

4. Account Funding

Clients may fund their account to use some of Multigate's products or services. In doing so, Client confirms that the source of funding is legitimate and does not flow from the proceeds of money laundering, terrorist financing, proliferation financing, and other associated criminal or illegal activities. Client agrees that its account shall not be funded through third-party bank accounts, wallets, or payment instruments. Client shall be responsible for any charges or penalties from third parties or Client's bank that occur as a result of any of the transactions that occur on Client's Account or Client's bank accounts. Client shall also be responsible for managing Client's funding sources, in terms of additions, removals, and updates.

5. Trade Processes

a. The process (which typically applies to Cross-border Clients) by which an FX order by the client incorporating these terms shall be made as follows:

1. Client informs Multigate by written notice or other approved method of communication, and provides the amounts and dates for delivery of the Currencies it wishes to acquire or sell;
2. Multigate provides a quote for those amounts and dates, including expiration times and dates for such quotes.
3. Client makes an offer based on that information to transact for those relevant amounts at the relevant dates and market rates before the expiration of the quote; and
4. if it is unable to do so for whatever reason, due to changes in market conditions or otherwise since the indicative figures are given under Section 5(a)(ii), Multigate gives revised indicative figures and the process proceeds as if these had been given under Section 5(a)(ii).

b. The foregoing process shall continue until one of the parties declines to continue or an offer from Client has been unconditionally accepted by Multigate (that being unconditional because it has placed the matching order which shall enable it to fulfill the relevant transaction in the normal course) whereupon Multigate shall in the normal course, issue a TC to Client.

c. Any error or omission in a TC must be notified to Multigate immediately upon receipt of the TC by the Client. In the absence of manifest error on the face of the TC, the Client may not dispute the terms of the FX order as evidenced by the TC.

d. No oral arrangement or agreement between Multigate and Client shall constitute an FX order unless and until a TC has been issued.

e. The parties each acknowledge that:

1. Any FX order is solely for sale or purchase and delivery of Currency to the Client or a nominated third party verified and approved by Multigate.
2. No representations or warranties are given by or accepted from Multigate or relied on by Client in connection with any FX order save as to amounts, dates, and prices or as set out herein;
3. Clients entering into this agreement shall rely solely on their judgment and not on any statement expressed by Multigate relating to any aspect of the FX order other than as set out in Section 5(a).

f. Client shall accept delivery of the Currency at the account identified by Client for delivery.

g. Client represents and warrants to Multigate that both at the date of a service request and at any time from the making of an FX order until that contract has been fulfilled and terminated:

1. Client is acting as principal on its own account, has full power and authority, and has taken all necessary steps to enable it lawfully to enter into and comply with the terms and conditions of an FX order;
2. The client has authorized Multigate to open a Trading Account for the Client.
3. all sums held in the Trading Account, or other account approved by Multigate, for Client (until those monies become due to Multigate) are and shall remain beneficially owned by Client, and Client shall not create any charge or other encumbrance over or in respect of those monies;
4. all information supplied to Multigate shall be true and accurate in all material respects, and to the extent that it ceases to be so, Client shall immediately notify Multigate of the facts and circumstances which give rise to it no longer being so; and
5. Client shall provide Multigate upon request any information regarding Client's identity, ownership and management structure, financial and business affairs and assets, which Multigate requires to comply with the provisions of applicable law, including the requirements of the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), Central Bank of Nigeria (Anti Money Laundering, Combating the Financing of Terrorism and Countering Proliferation Financing of Weapons of Mass Destruction In Financial Institutions) Regulations 2022 and the Money Laundering Prevention and Prohibition Act 2022.

h. Client shall pay into the applicable Trading Account or other account approved by Multigate, an amount sufficient to meet the Currency Value by the date agreed under any FX order.

i. If Client use any Multigate service that allows Client to interact with a third-party bank account or card account via Multigate services ("Bank Account"), Client authorizes Multigate and any of Multigate's designated Technical and Financial Partners to access Client's Bank Account through the Services on Client's behalf and to process Bank Account information through the Services. Client represents and warrants that Client has the right to access and use any Bank Account Client has provided and to grant the prior authorization. Multigate endeavors to use reliable third-party service providers to connect to financial institutions. If Client connects using any such service providers, Client also agrees and acknowledges that the personal and financial information Client provides through its financial institution shall be treated in accordance with their privacy policies, and Multigate shall not be responsible or liable for breaches of such privacy policies.

ii. Client acknowledges that in the event of any adverse Currency fluctuation between the time of execution of the FX order and the confirmation of receipt of the Currency Value, Multigate shall be entitled to require and require Client to provide additional funds to cover the new quote. Such funds shall be paid by the Client to the Trading Account or other approved account. Multigate shall not have to fulfill any of its obligations under an FX order until it has received confirmation from its bank that the Currency Value has been credited to the Trading Account as cleared funds without recourse.

6. Subscription Terms

a. Subscribers may select from the following subscription periods:

• Monthly Subscription (1 month)
• Quarterly Subscription (3 months)
• Bi-Annual Subscription (6 months)
• Annual Subscription (12 months)

b. Upgrades and Downgrades

• Monthly Subscription: Subscribers may request an upgrade or downgrade for the following month by providing a written notice at least thirty (30) days before the start of the next billing cycle.
• Quarterly Subscription: Subscription changes (upgrade or downgrade) can be requested with a written notice at least sixty (60) days before the next renewal date.
• Bi-Annual and Annual Subscription: Subscription changes (upgrade or downgrade) can be requested with a written notice at least ninety (90) days before the next renewal date.

c. All subscription change requests must be submitted in writing via the designated communication channels provided by the Company.

d. Approved changes shall take effect at the beginning of the next billing cycle, after the notice period has been completed.

e. For consistency and to support the quality of our service, Multigate is unable to offer refunds, credits, or prorated adjustments for changes made during an active subscription period.

7. Deductions and Withholdings

a. We may deduct from any payment to be made to the Client under an FX order any amounts required by law, including tax, or any other sums such as bank charges properly incurred by us in fulfilling its obligations under the FX order and effecting delivery.

b. All payments due from the Client to Multigate under an FX order shall be made in full without any set-off, counterclaim, deduction, or withholding whatsoever.

c. If Client fails to make, in full, any payment of the Currency Value, as and when such payment becomes due and payable under an FX order, Multigate shall be entitled to withhold delivery of Currency until the full payment of the Currency Value has been received.

d. The prices for Multigate's services under an FX order shall be duly communicated beforehand. Multigate may also charge for incidental banking-related fees and returned cheque fees. Multigate reserves the right to change its fee structure at any time with a 48-hour notice period.

e. The Client hereby authorizes Multigate to initiate direct debit transactions from the Client's designated bank account or payment method for any amounts due to Multigate under the terms of this agreement, including but not limited to service fees, transaction charges, penalties, or any other applicable fees. The Client agrees to provide accurate and up-to-date banking or payment details and shall ensure sufficient funds are available to cover any amounts due.

f. Such direct debits shall be processed on the due dates specified in invoices, schedules, or agreements provided by Multigate. In the event of insufficient funds or failure of the debit transaction, the Client shall remain liable for any outstanding amounts, including applicable penalties or interest charges. Multigate shall provide the Client with reasonable prior notice of any scheduled debits, except where immediate payment is required. This authorization shall remain valid until all obligations under this agreement have been fulfilled, or until expressly revoked in writing by the Client, provided all outstanding dues have been settled.

8. Due Diligence and Applicable Laws

a. In accordance with applicable law, before and from time to time, during Multigate's provision of services to Client, Multigate may carry out customer due diligence checks on Client, Client's directors, partners, ultimate beneficial owners, and employees (as relevant), together with any parties involved in Client's transactions. Client shall provide Multigate with complete, accurate, and up-to-date information at all times, including providing personal information about your directors, partners, ultimate beneficial owners, and employees (as relevant). Client agrees that Client shall keep all such information up-to-date. Client shall promptly provide any additional information Multigate requires at any time, at the latest within two Business Days of a request from Multigate. Client acknowledges that Multigate may not be able to provide Client with any of Multigate's services until Multigate has received all the information Multigate requires. Multigate shall not be responsible for any loss the Client may suffer or incur arising out of the Client's failure to do so.

b. Client agrees to notify us in writing of any changes to the documents and transaction documents and provide the latest version within forty-two (48) hours upon request.

c. Client agrees that Multigate may make, directly or using a third party, any inquiries Multigate believes are necessary to verify information that Client provides to Multigate, including checking commercial databases or credit reports. Multigate may keep records of such customer due diligence checks under applicable law.

d. Client shall provide any information about a Beneficiary reasonably requested by Multigate or Bank in connection with protecting against or preventing actual or potential fraud, unauthorized transactions, claims, sanctions violations, or other liabilities; resolving Beneficiary or Client disputes or inquiries.

e. To successfully verify the Client's bank account, Multigate may access the Client's account through Multigate's Technical and Financial Partners and may, for this reason, make regulatory compliance filings, including suspicious activity reporting in compliance with the anti-money laundering and anti-terrorism financing regime in Canada.

9. Representations and Warranties

As of the Effective Date, the date of each FX order and other transaction in Client's Account, and any date on which Multigate's Risk Disclosure Statement or Trading Policies and Procedures are revised, updated, or amended, Client represents and warrants to Multigate that:

• Client is duly organized and validly existing under the applicable laws of the jurisdiction of its organization;
• Acceptance of these terms and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all Terms and other transactions hereunder have been duly authorized by Client;
• Execution and delivery by Client of this Agreement and all Terms and other transactions contemplated hereunder, and performance of all of Client's obligations contemplated under this Agreement and any FX order and other transaction contemplated hereunder, shall not violate any statute, rule, regulation, ordinance, charter, by-law or policy applicable to Client;
• Client shall not authorize, or permit any third party to copy, frame, or mirror any part of the Service; interfere with or disrupt the integrity or performance of the Service; attempt to gain unauthorized access to the Service or its related systems or networks; distribute or make the Service available over a network where multiple devices could use it at the same time; or remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Service.
• all information provided by Client to Multigate, including information regarding Client's trading experience and investment sophistication, is true, correct, and complete, and Client shall notify Multigate promptly of any changes in such information;

If Client violates any of the foregoing restrictions, Client's use of the Service shall be terminated immediately, and Client shall be deemed to have infringed the copyright and other rights of Multigate, which may subject Client to prosecution and contractual damages.

10. Confidentiality and Non-Compete

a. The Receiving Party hereby acknowledges and agrees that the Confidential Information is and shall be the exclusive, valuable property of the Disclosing Party.

b. The Receiving Party agrees to keep secret and confidential any and all Confidential Information received by it or to be received in the future and not to divulge any such Confidential Information, in whole or in part, directly or indirectly, to any third party.

c. The Receiving Party agrees to refrain from using or drawing upon the Confidential Information, directly or indirectly, for any purpose other than the performance of its obligations in this Agreement, and the Receiving Party shall not make any commercial or other use, directly or indirectly, of the Confidential Information.

d. The Receiving Party shall limit the availability of the Confidential Information within the Receiving Party's organization to only those of its employees who have an absolute need to see and use it to perform the Receiving Party's obligations in this Agreement and should any such disclosure be required, to inform each of the said employees of the provisions of this Agreement and otherwise ensure that they are also bound as a Receiving Party by the provisions hereof.

e. The Receiving Party is directly liable to the Disclosing Party for any unauthorized use or disclosure of the Confidential Information by any person, including affiliates to whom the Receiving Party discloses or exposes the information.

f. If the Receiving Party is required by law, including without limitation any subpoena or court order issued by a court of competent jurisdiction, to disclose any of the Confidential Information, the Receiving Party shall (to the extent it may legally do so) give prompt and prior written notice of the required disclosure to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy, and the Receiving Party shall cooperate with the Disclosing Party concerning the Disclosing Party's efforts (at the expense of the Disclosing Party) to resist or narrow the scope of such required disclosure.

g. As long as this Agreement remains in effect, Client agrees not to poach directly or indirectly any party relating to Multigate's business, without Multigate's prior written consent.

h. Upon termination of this Agreement or forthwith upon the request of the Disclosing Party, the Receiving Party agrees to return or destroy, as may be chosen and requested by the Disclosing Party, all copies of documents or other media containing Confidential Information without retaining any copies thereof and to destroy all documents generated by the Receiving Party containing, based upon or arising out of the Confidential Information and/or pertaining to this Agreement, and the Receiving Party shall confirm in writing, certified by an officer of the Receiving Party where the same is a corporation, that all such documents or other media have been destroyed; provided that the Receiving Party may retain copies of such documents or such media for its records or as required by law, and such retained copies shall be subject to this Agreement until destroyed.

11. Intellectual Property

a. All copyright, trademark, trade secret, all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the 'Content') and other intellectual property rights in the Multigate platform ("Multigate Platform") shall remain at all times the sole and exclusive property of Multigate or its third-party service providers and Client shall have no right or interest in Multigate Platform except for the right to access and use the Platform as specified herein.

b. Client must not, and may not attempt to, directly or indirectly:

• transfer, sublicense, license, resell, distribute, lease, rent, lend, transfer, assign, or otherwise grant rights in Multigate Materials to any person or entity;
• modify, copy, disclose, tamper with, or otherwise create derivative works of any software included in our Materials; or
• reverse engineer, disassemble, or decompile the Materials or apply any other process or procedure to derive the source code of any software.

c. If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to Compliance@multigate.io.

12. Data Privacy

a. We care about data privacy and security. Please review our Privacy Policy and Cookies Policy.

b. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms.

c. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in Canada, United Kingdom, and Nigeria, then through your continued use of the Services, you are transferring your data to Canada, United Kingdom, and Nigeria, and you expressly consent to have your data transferred to and processed in for the provision of the services.

d. Client consents that all data shared with us may be shared with our Payment Services Providers, suppliers, and partners in connection with the provision of the Services. If you no longer want us to use your information or if you fail to provide the Personal Data which we request, we shall stop providing the services, but may utilize your Data or information where we have lawful grounds to do so, for example, for records retention as required by regulations.

13. Disclaimer

a. Multigate shall not limit or exclude its liability for death or personal injury caused by fraud on its part.

b. Multigate assumes no responsibility whatsoever for:

• delays in the transmission of orders due to disruption, correspondent banking compliance requests, failure, or malfunction of communications facilities;
• the non-performance of Multigate's obligations under an FX order or the failure to execute any FX order under the instructions of the Client, including by reason of any cause beyond the reasonable control of Multigate;
• damages, losses, costs, and expenses arising from any delay in payment under an FX order caused by any act or omission of Client or any third party, including by way of example, bank, postal delay, or delay caused due to accident, emergency, or Act of God. For the avoidance of doubt, Client accepts that it is Client who is solely responsible for ensuring that all payments required under an FX order are made promptly and within the time limits specified in the FX order.

c. Except as expressly provided in this agreement, the services are provided to Client on an as-is and as-available basis. Multigate disclaims warranties, representations, and conditions (express or implied, oral, or written) with respect to any service under this agreement, whether alleged to arise by operation of law, because of custom or usage in the trade, by course of dealing, or otherwise. Where the laws in some jurisdictions prohibit or limit the disclaimer of certain warranties and conditions, the disclaimers in this agreement might not apply to the Client.

d. To the fullest extent permitted by applicable law, in no event shall multigate be liable to Client or any third party for any special, indirect, incidental, punitive, exemplary, or consequential damages of any kind, or any lost profits, loss of business or other loss or damage, relating in any way to products or services arising out of or in connection with this agreement or to the services provided under this agreement, regardless of the form of action, whether in contract, tort, strict liability, by statute or otherwise, even if multigate has been advised of the possibility of these damages or is aware of the possibility of these damages;

e. The aggregate liability of Multigate and its affiliates and suppliers, whether in contract, warranty, tort (including as a result of Multigate's alleged negligence), product liability, strict liability, or other legal principle, arising out of this agreement or the use of or inability to receive any services hereunder shall not exceed any amounts paid by Client to multigate for the specific transaction in connection with Client's claim.

f. All warranties which, for this provision, would or might be implied by law, including (without limitation) warranties as to fitness of purpose, are hereby excluded to the fullest extent permitted by law;

g. We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors.

h. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. Client agrees that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms shall be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

14. Indemnification

Client agrees to indemnify and hold Multigate, its affiliates, employees, agents, successors, and assigns harmless from and against any and all liabilities, claims, losses, damages, costs, and expenses, including legal fees and expenses, incurred by Multigate arising out of:

• Client's failure to fully and timely perform its obligations hereunder;
• any of Client's representations and warranties made that may at any time be untrue or incorrect;
• Multigate effecting and taking all and any action and steps whatsoever to carry out the terms of any email instruction from or purporting to be from a person duly designated or authorized by Client;
• Multigate exercising its rights under an FX order to fulfil all or any part of any FX order before its applicable Delivery Date; and
• any claims by a third party arising out of this Agreement or an FX order, except to the extent the claim arises out of the gross negligence of Multigate.

Client also agree to pay promptly to Multigate any and all claims, losses, damages, costs, and expenses, including legal fees and expenses, incurred by Multigate in the enforcement of any of the provisions of this Agreement, any FX orders, and other transactions hereunder, and any other agreements between Multigate and Client and the collection of any amounts due hereunder and there under. The indemnity provided under this Section 14 shall survive the termination of any relationship.

15. Termination

a. The Subscription term begins upon successful registration and payment and continues for the period selected (monthly, quarterly, or annually) per client's applicable package.

b. Subscriptions automatically renew unless the Client provides written notice of non-renewal at least thirty (30) days before the end of the current Subscription Term.

c. Multigate may terminate this agreement and take whatever action it deems necessary upon or at any time after the happening of any of the following without giving prior notice to Client:

• a failure to comply with any of its obligations under these terms of service (including a breach of any of the representations and warranties contained or contemplated therein);
• Where a Client makes a proposal under insolvency legislation, or is adjudged bankrupt or insolvent, or proposes a compromise or arrangement under insolvency legislation, or files any petition seeking any relief under any present or future law relating to bankruptcy, insolvency, winding-up, or other relief for or against debtors generally;
• Where a court of competent jurisdiction enters an order, judgment, or decree approving a petition filed against Client seeking any reorganization, arrangement, composition, readjustment, liquidation, winding up, dissolution, termination of existence, declaration of bankruptcy, or insolvency or similar relief under any present or future law relating to bankruptcy, insolvency or other relief for or against debtors generally;
• Where the client admits its inability to pay its debts generally as they become due or otherwise acknowledges its insolvency, or ceases to carry on business in the ordinary course.

d. Multigate can terminate this agreement for any reason by giving not less than 30 days' written notice to the Client. Termination by shall not affect any agreement or other transactions previously entered into and shall not relieve either party of any obligations set out in this Agreement, nor shall it relieve Client of any obligations arising out of any deficit balance.

16. Joint Accounts or Trust Accounts

In the case of a partnership or trustees, where more than one natural person operates an account as a Client, all such natural persons agree to be jointly and severally liable for the obligations assumed in this Agreement. Joint Clients agree that Multigate may take instructions from any of them, and any communications with them may be given to any or all joint clients. If this Agreement is executed by a trust, unincorporated association, partnership, custodian, or other fiduciary, Client hereby agree to indemnify, defend, save, and hold free and harmless Multigate for any liabilities, claims, losses, damages costs, and expenses, including legal fees and expenses, resulting directly or indirectly from breach of any fiduciary or similar duty or obligation or any allegation thereof, including legal fees and expenses.

17. Strategic and Collections Partnership

In offering services under this Agreement ("Services"), as applicable, Multigate collaborates with Technical and Financial Partners. Multigate Payment Limited, a payment services provider (PSSP), has been appointed as a collections partner of Multigate in Nigeria. Multigate intends to leverage the PSSP's interbank transfer capability to facilitate Naira disbursement to the beneficiaries of its remittance services. For this reason, Client agrees that Multigate is authorized to provide the Services to Client through or in partnership with any of Multigate's Collections, Technical, and Financial Partners, and this shall not affect the value of the Service or Client's obligations in connection therewith. Client also agrees that none of Multigate's Technical and Financial Partners shall be liable to Client and do not have a direct contractual relationship with Client.

18. Force Majeure

Multigate shall not be liable to Client for any claims, losses, damages, costs, or expenses, including legal fees and expenses, caused, directly or indirectly, by any events, actions or omissions, including, without limitation, claims, losses, damages, costs or expenses, including legal fees and expenses, resulting from civil unrest, war, insurrection, international intervention, governmental action (including, without limitation, exchange controls, forfeitures, nationalizations, devaluations), natural disasters, acts of God, pandemics and epidemics, market conditions, inability to communicate with any relevant person or any delay, disruption, failure or malfunction of any transmission or communication system or computer facility, whether belonging to Multigate, Multigate, Client, any market, or any settlement or clearing system.

19. Communications

a. Client agree that Multigate may communicate with Client electronically regarding notices and documents under this Agreement and any FX Contract and that any notices, agreements, disclosures, or other communications Multigate sends to Client electronically, whether by email, text message, or other electronic means, shall satisfy any legal communication requirements, including that the communications be in writing.

b. The parties agree and consent to the recording of telephone conversations between the parties and the use of such recording as evidence by either party in any Dispute between them relating to dealings between the parties. Any such recording or transcript of the same made by Multigate may be destroyed by Multigate under generally accepted market practice and our Privacy Notice.

c. Client consents to receive electronic communications and agrees that all agreements, notices, disclosures, and other communications we provide electronically, via email, and on the Services, satisfy any legal requirement.

20. Third Party Authorizations

a. The Client hereby represents that its board of directors has passed a resolution authorizing the establishment of a relationship with Multigate Network Pay Inc. ("Multigate") to receive and process cross-border payments and any other relationship established herein.

b. The Client further affirms that it has appointed authorized users to interact/send instructions to Multigate on the Multigate platform and authorizes Multigate to act upon instructions received from those individuals in accordance with their designated roles.

c. The Client accepts full responsibility for all actions and instructions issued by the authorized users unless revoked with prior notice in writing and acknowledged by Multigate.

21. Prohibited Activities and Countries

Please review Schedules I and II carefully before using our Services. By using our services, you confirm that you have read and agreed to our prohibited/high risk businesses and countries and shall not use our Services in any country, for any illegal purpose, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading.

22. Data Security Measures

a. Client may not access or use the Services for any purpose other than that for which we make the Services available.

b. As a user of the Services, the Client agrees not to:

• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Use any information obtained from the Services to harass, abuse, or harm another person.
• Make improper use of our customer support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Services.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
• Engage in any automated use of the system, such as using any data mining, robots, or similar data gathering and extraction tools.
• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ('gifs'), pixels, web bugs, cookies, or other similar devices (sometimes referred to as 'spyware' or 'passive collection mechanisms' or 'poms').
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services.
• Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
• Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.

23. Dispute Resolution and Applicable Laws

a. All disputes, controversies, and claims arising under, out of, in connection with this Agreement, or the making or validity of this Agreement, or its interpretation, or any breach thereof, or any related matters or any legal relationship associated therewith or derived therefrom (collectively "Disputes") shall be submitted to and decided by arbitration administered by the Alternative Dispute Resolution of Canada Inc. held in British Columbia, Canada and under the ADRIC Arbitration Rules (a copy of which can be reviewed at http://adric.ca/arbrules/), except that the arbitration proceeding shall be conducted before a single, neutral arbitrator who shall be an active member of the bar of the province of British Columbia and actively engaged in the practice of law for at least 10 years and who shall issue a reasoned award. The arbitration shall be private and confidential and shall be administered by ADRIC.

b. If ADRIC is not operative, the arbitration shall proceed ad hoc before a single arbitrator and be governed by the Arbitration Act, 1991 (British Columbia) or successor laws. The language used in the arbitration shall be English. The arbitrator shall decide the Dispute under the terms of this Agreement and applicable law. The arbitrator shall have the authority to award any remedy or relief that a provincial court in the province of British Columbia could order or grant. An arbitration award is final and binding, and judgment thereon may be entered in any court having jurisdiction for its enforcement.

c. Notwithstanding the foregoing in this Section 22, a party may seek preliminary or temporary injunctive relief from the courts of the Province of British Columbia, Canada to avoid irreparable harm or to preserve the status quo, and each party hereby irrevocably submits and attorns to the original and exclusive jurisdiction of those courts in respect of all of those matters or any other matter that is not properly subject to arbitration according to this Section. Each party irrevocably waives all rights to trial by jury, and Client agrees not to institute or participate in any class or other representative action.

d. This Agreement is governed by and shall be construed under the laws of the Province of British Columbia, Canada, without giving effect to any conflict of laws doctrine that would interfere with or prevent the application of this provision.

24. Interpretation

In this Agreement, unless the context indicates otherwise, words used in the singular include the plural, words in the plural include the singular, and the word "including" means "including but not limited to". Except as otherwise expressly outlined in this Agreement, references to any statute or regulation mean such statute or regulation, as amended from time to time, and include any successor legislation or regulations.

25. Miscellaneous

a. This Agreement shall enure to the benefit of and shall be binding upon the parties and their respective successors and permitted assigns. Client shall not assign this Agreement without Multigate's express prior written consent, which consent may be withheld by Multigate in its discretion. Multigate may in its discretion, assign this Agreement.

b. If a provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid or unenforceable for any reason, then the provision shall be deemed severed from this Agreement and the remaining provisions shall continue in full force and effect without being impaired or invalidated in any way, unless as a result of the severance this Agreement would fail in its essential purpose.

c. No consent or waiver by Multigate to or of any breach by Client of its obligations under this Agreement shall be effective unless in writing and signed by Multigate, or deemed or construed to be a consent to or waiver of a continuing breach or any other breach of those or any other obligations of Client. Except as expressly set forth in this Agreement, the parties respective rights and remedies under this Agreement are cumulative and not exclusive of any other rights or remedies to which they may be entitled under this Agreement or at law, and the parties shall be entitled to pursue all of their respective rights and remedies concurrently, consecutively and alternatively.

26. Contacts

In order to resolve a complaint regarding the Services or to receive further information regarding the use of the Services, please contact us at:

• Address: 1321 Blanshard Street, Suite 301, Victoria B.C V8W 0B6 Canada
• Email: enquiries@multigate.io

Schedule I: Prohibited and High-Risk Businesses/Activities

1. PROHIBITED ACTIVITIES:

Multigate strictly prohibits providing services to clients, third parties, or beneficiaries engaged in the following activities due to regulatory, ethical, financial crime, and reputational risks:

1.1. Illegal or Unregulated Financial Activities

• Counterfeit products or infringement of intellectual property rights
• Illicit or unlicensed drug sales
• Unlicensed gaming and gambling (including online casinos, betting, lotteries, poker, etc.)
• Pyramid schemes and multi-level marketing scams
• Unlicensed trading in derivatives, options, hedging, or FOREX
• Trust, shell, and offshore company services
• Unlicensed financial services (pawn brokers, microfinance, crowdfunding)
• Political organizations or parties

1.2. Sanctioned Activities and Sectors

• Trade in wildlife or wildlife products regulated under CITES
• Trade in endangered species and animal fur products
• Production or trade in radioactive materials, nuclear materials, weapons, and munitions
• Production or trade in pesticides, agrochemicals, and fertilizers

2. HIGH-RISK BUSINESS ACTIVITIES (SUBJECT TO ENHANCED DUE DILIGENCE – EDD):

The following industries present elevated AML/CFT risks to Multigate but may be accepted subject to enhanced due diligence (EDD), additional documentation, and ongoing monitoring:

2.1. Cash-Intensive & High-Value Goods Businesses

• Real estate agents, agencies, and real estate developers
• Automotive, boat, and airplane dealerships
• Laundromats and dry-cleaning services
• Nightclubs, bars, and adult entertainment businesses
• Retail distribution of high-value goods (e.g., jewelry, mobile phones, computer equipment)
• Pawn brokers and high-value second-hand goods traders
• Auction houses and art/antique trading

2.2. Financially Sensitive Sectors

• Attorneys, tax advisers, and accountants handling financial transactions
• Professional sports clubs, agents, and intermediaries
• Dual-use goods

2.3. Other Sectors with Elevated AML/CFT Risk

• Travel agencies, customs brokers
• Massage services (subject to verification for illicit activities)
• Religious organizations, NGOs, and charities (subject to verification of financial transparency and purpose)

3. COMPLIANCE AND MONITORING

Multigate reserves the right to update this schedule in response to evolving regulatory requirements, risk assessments, and international AML/CFT standards. Clients engaged in high-risk industries must comply with all enhanced due diligence (EDD) measures as determined by our internal policies.

Schedule II: Prohibited Countries

Sanctions against businesses and individuals ("Sanctioned Entity or Individual") are imposed by international institutions and authorities. Multigate does not work with businesses and individuals that are on the international lists imposed by international authorities.

By registering for Multigate's services, the Client confirms that its business is not operating, registered, or incorporated within the following countries, nor the beneficial owners, nor the director(s) are of the following nationalities and/or permanent residency:

The lists below are subject to change depending on the most recent information coming from Sanctions Lists and FATF:

1. Afghanistan
2. Belarus
3. Crimea and Sevastopol
4. Cuba
5. Democratic People's Republic of Korea (DPRK)
6. Democratic Republic of Congo
7. Eritrea
8. Fiji
9. Gaza Strip
10. Iran
11. Iraq
12. Libya
13. Mali
14. Myanmar/Burma
15. North Korea
16. Russia
17. Serbia
18. Somalia
19. South Sudan
20. Syria
21. Ukraine (Non-government controlled territory of Ukraine, Crimea, and non-government controlled areas of Donetsk, Kherson, Luhansk, and Zaporizhzhia)
22. Venezuela
23. Yemen