Last Updated: February 15, 2025

These Terms of Service (the “Terms”) constitute a binding contract between you (the “Customer,” “you,” or “your”) and Nexa Payment Inc. (“Nexa Payment Inc.,” “we,” “us,” or “our”). By accessing or using our website, platform, or any related services (collectively, the “Services”), you agree to be bound by these Terms, as well as any additional agreements that may apply. If you do not agree with these Terms, you must not use our Services.

Nexa Payment Inc. operates as a digital platform providing payment services and facilitating cryptocurrency transactions in compliance with applicable Canadian Money Services Business (MSB) regulations, including FINTRAC requirements, as well as relevant international laws such as the GDPR (for EU/EEA customers) and the UK GDPR.

1. Acceptance and Scope

1.1. Acceptance. By registering for an account or otherwise using our Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms and any future modifications posted on our website. Your continued use of the Services after any such modifications constitutes your acceptance of the updated Terms.

1.2. Scope. These Terms apply to all Customers accessing or using the Services provided by Nexa Payment Inc. Whether you are a natural person or a legal entity, you represent that you have the legal capacity to enter into these Terms.

2. Definitions

For the purposes of these Terms, the following definitions apply:

• Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with Nexa Payment Inc.
• Agreement: The overall contract between you and Nexa Payment Inc., including these Terms and any additional service-specific agreements.
• AML/CFT: Anti-Money Laundering and Countering the Financing of Terrorism laws and regulations.
• AML/CFT Policy: Our internal policies and procedures designed to comply with applicable AML/CFT laws.
• Applicable Laws: All relevant laws, rules, and regulations, including but not limited to those of Canada (e.g., PIPEDA, FINTRAC), the European Union (GDPR), the United Kingdom (UK GDPR), and any other jurisdiction in which our Services are offered.
• Asset: Refers to either Fiat Currency or Digital Asset.
• Digital Asset: Any digital representation of value (such as cryptocurrencies or tokens) that can be transacted on our platform. This excludes non-fungible tokens (NFTs) unless expressly provided for.
• Fiat Currency: Any government-issued currency.
• Authorized User: Any individual, nominated by a corporate Customer, who is authorized to access and use the Services on behalf of the Customer.
• Business Day: Any day other than Saturday, Sunday, or a public holiday in the jurisdiction relevant to your account.
• Data Controller: Nexa Payment Inc., which determines the purposes and means of processing personal data.
• DPO (Data Protection Officer): The person responsible for data protection compliance; contactable at [email protected].
• Platform: The Nexa Payment Inc. website, mobile applications, APIs, and any online portal through which the Services are accessed.
• Transaction History: A record of all transactions and activities associated with your Nexa Payment Inc. Account.

3. Using Our Services

3.1. Eligibility.
    a. You must be a legal entity or individual legally permitted to enter into a contract in your jurisdiction.
    b. You must complete the registration and onboarding process, including any Know Your Customer (KYC) and AML verifications required by our AML/CFT Policy.
    c. Nexa Payment Inc. reserves the right to refuse or terminate access to our Services at our sole discretion.

3.2 Jurisdictional Restrictions. 

Access to certain services on the YOB Platform  may be restricted based on the user’s country of residence or location. We do not provide services to users located in jurisdictions where the offering of such services would be illegal or require local licensing. This includes, but is not limited to:

• United States of America
• Democratic People’s Republic of Korea (North Korea)
• Iran
• Syria
• Cuba
• Crimea, Donetsk, and Luhansk regions of Ukraine
• Any other country subject to international sanctions or restrictions

Nexa reserves the right to update this list based on changes in regulatory frameworks.

3.3 Eligible Clients

Nexa services are available to both individual and corporate users who pass the platform’s identity verification (KYC) and due diligence (AML) procedures. Users must be 18 years or older and legally authorized to use financial services in their jurisdiction.

3.4. Account Registration.
    a. To access our Services, you must open an account (“Nexa Payment Inc. Account”) by providing the required information and documentation.
    b. For corporate accounts, you must designate one or more Authorized Users. You are responsible for ensuring that all information provided is accurate and up to date.

3.5. Modifications to Services.
    Nexa Payment Inc. may, at any time, modify, suspend, or discontinue any aspect of the Services without prior notice. We will not be liable for any such modification, suspension, or discontinuance.

3. Services offered

Nexa provides access to a digital payment gateway that enables users to:

• Open and manage IBAN accounts (B2B and B2C)
• Transfer funds across borders efficiently
• Exchange currencies via integrated FX modules
• Operate and manage virtual funds and wallets

These services are delivered through the YOB banking infrastructure, a licensed and compliant digital banking platform integrated within the Nexa ecosystem. Users must complete identity verification (KYC/KYB) to activate services.

4. Applicable Laws and Regulatory Compliance

4.1. Regulatory Framework.
    Your use of the Services is subject to all Applicable Laws, including but not limited to:

• Canada: PIPEDA, FINTRAC, and other MSB regulations.
• European Union/EEA: GDPR.
• United Kingdom: UK GDPR.
• Other Jurisdictions: Any local laws applicable to your use of the Services.

4.2. Cross-Border Data Transfers.
    In providing our Services, your personal data may be transferred to and stored in jurisdictions outside your home country. We will ensure that such transfers are made in compliance with Applicable Laws, using mechanisms such as Standard Contractual Clauses (SCCs) or other approved safeguards.

4.3. Compliance Obligations.
    You agree to comply with all Applicable Laws in connection with your use of our Services, including all AML/KYC requirements.

5. Onboarding and Account Management

5.1. Customer Onboarding.
    a. To open an account, you must submit a registration request via our website, including all required documentation for identity verification and AML/KYC compliance.
    b. Nexa Payment Inc. reserves the right to review and approve your application at its sole discretion. Your account remains subject to ongoing verification and monitoring.

5.2. Authorized Users.
    a. For corporate accounts, only Authorized Users may access and use the Services.
    b. You must provide and update a list of Authorized Users, and remain responsible for their actions under your account.

5.3. Source of Funds.
    You represent and warrant that all funds, digital or fiat, deposited or used on our platform are lawfully acquired and not derived from any illegal or fraudulent activity. Nexa Payment Inc. reserves the right to verify the source of funds and, if necessary, take steps including the suspension or termination of your account.

5.4. Account Limits.
    Your account and transaction limits may be set by Nexa Payment Inc. based on factors including your risk profile, verification level, and regulatory requirements. These limits may be adjusted from time to time.

5.5. Security and Access.
    a. You are responsible for maintaining the confidentiality of your login credentials and for all activities conducted under your Nexa Payment Inc. Account.
    b. You must immediately notify us of any unauthorized access or security breach.
    c. Nexa Payment Inc. is not liable for any losses resulting from unauthorized access if proper security procedures are not followed.

5.6. Communication and Notices.
    All communications, notices, and instructions will be sent electronically (via email or through the platform). You agree to keep your contact information current. Failure to receive such communications due to outdated contact details does not relieve you of your obligations under these Terms.

6. Digital Assets Trading and Payment Services

6.1. Digital Asset Transactions.
    a. You may use our Services to purchase, sell, or trade Digital Assets using funds from your fiat or digital wallets.
    b. All transactions are subject to verification and confirmation processes and may be subject to market conditions and pricing fluctuations.

6.2. Execution of Transactions.
    Transactions initiated via the Nexa Payment Inc. platform are executed subject to our confirmation processes. We reserve the right to cancel, reject, or modify any transaction if market conditions or regulatory requirements dictate.

6.3. Fees.
    Trading and transaction fees will apply as specified in our Fee Schedule, which forms part of this Agreement. These fees may vary based on the type of transaction, payment method, and other factors determined at our sole discretion.

6.4. Reversals and Cancellations.
    Once a transaction is confirmed and executed, it cannot be reversed or canceled. In cases of error or fraud, Nexa Payment Inc. may, at its discretion, reverse transactions in accordance with Applicable Laws.

6.5. Risks.
    You acknowledge that Digital Assets are inherently volatile and subject to market risks. You are solely responsible for assessing these risks and determining whether the use of our Services is suitable for you.

7. Custody and Digital Asset Networks

7.1. Custody.
    Nexa Payment Inc. does not offer custodial services. Digital Assets traded or held via our Services are not held in custody by us; instead, they are held in wallets designated by you or your Authorized Users.

7.2. Digital Asset Networks.
    a. Our Services operate over various Digital Asset networks. Nexa Payment Inc. does not control or guarantee the operation, security, or functionality of any underlying blockchain protocols.
    b. In the event of network forks or changes in protocol, Nexa Payment Inc. may take steps deemed necessary to protect the integrity of our Services, which may include suspending certain transactions.

7.3. Unsolicited Transfers.
    Any Digital Assets sent to an address controlled by Nexa Payment Inc. in error (an “Unsolicited Transfer”) may be treated as the property of Nexa Payment Inc. without obligation to return them.

8. Privacy of Information

8.1. Collection and Use.
    We collect and process personal and financial information in accordance with our Privacy Policy, which forms an integral part of this Agreement.

8.2. Recordkeeping.
    Nexa Payment Inc. maintains records of all account activities, transactions, and communications as required by Applicable Laws and our internal policies.

8.3. Third-Party Data Sharing.
    Your information may be shared with regulatory authorities, financial institutions, and third-party service providers under strict Data Processing Agreements. All such sharing is done in compliance with Applicable Laws.

9. Intellectual Property and Use of the Platform

9.1. Ownership.
    All rights, title, and interest in and to the Nexa Payment Inc. platform, including all content and software, are owned by Nexa Payment Inc. or its licensors.

9.2. License.
    We grant you a limited, non-exclusive, non-transferable license to access and use the platform solely for your internal business purposes, subject to these Terms. You agree not to copy, modify, or distribute any content from the platform without our express written permission.

10. Code of Conduct and Prohibited Uses

10.1. Prohibited Activities.
    You agree not to use the platform or Services for any unlawful, fraudulent, or abusive purposes. Prohibited activities include, but are not limited to:

• Engaging in money laundering, terrorist financing, or any other financial crimes.
• Providing false or misleading information during onboarding or in connection with transactions.
• Attempting to interfere with, disrupt, or compromise the security or operation of the platform.
• Harvesting data or engaging in unauthorized data scraping.
• Transacting with persons or entities on any governmental watch list or residing in sanctioned jurisdictions.

10.2. Prohibited Businesses.
    Certain types of businesses and activities are not permitted to use our Services, including those related to gambling, the sale of counterfeit goods, or any activity that violates Applicable Laws or poses significant financial or reputational risk.

11. Disclaimers and Limitation of Liability

11.1. Disclaimer of Warranties.
    The Services are provided on an “as is” and “as available” basis without any warranties, express or implied. Nexa Payment Inc. does not guarantee continuous, uninterrupted, or error-free access to the platform.

11.2. Limitation of Liability.
    To the maximum extent permitted by law, neither Nexa Payment Inc. nor its affiliates, directors, employees, or agents shall be liable for any indirect, incidental, consequential, or special damages arising out of or in connection with these Terms or your use of the Services. In no event shall our total liability exceed the amount paid by you (if any) for accessing the Services.

11.3. Force Majeure.
    Nexa Payment Inc. shall not be liable for any delay or failure to perform its obligations under these Terms due to causes beyond our reasonable control, including natural disasters, government actions, or technical failures.

11.4. Indemnification.
    You agree to indemnify, defend, and hold harmless Nexa Payment Inc. and its affiliates from any claims, damages, liabilities, or expenses (including legal fees) arising out of your breach of these Terms or your use of the Services.

11.5 Product Limitations

Certain products, such as tokenized real-world assets (RWA) and wealth management services, are available only to verified users in eligible jurisdictions. Users may not be allowed to participate in such offerings if prohibited by local law or regulatory requirements. Participation may also be subject to accreditation status or institutional criteria.

Please note that wealth management services and the RWA tokenization program are not offered by Nexa Payments Inc. These services are delivered via third-party providers under separate compliance and regulatory frameworks, and may require distinct onboarding, legal agreements, and risk disclosures.

12. Export Controls and Sanctions

12.1. Export Controls.
    The use of the Services is subject to Canadian, EU, UK, and other international export controls and sanctions. You represent and warrant that your acquisition and use of Digital Assets and payment services comply with all such applicable export control laws.

12.2. Sanctions.
    Nexa Payment Inc. will not provide services to individuals or entities located in, or residents of, jurisdictions subject to economic sanctions, or who appear on any governmental watch lists. In the event we are required to block transactions or accounts due to sanctions, we may suspend or terminate your access to the Services without liability.

13. General Provisions

13.1. Governing Law and Jurisdiction.
    These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Nexa Payment Inc. is registered, subject to applicable international laws. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts in that jurisdiction.

13.2. Amendments.
    Nexa Payment Inc. reserves the right to modify these Terms at any time. Any changes will be posted on our website and will become effective upon posting. Your continued use of the Services after such modifications constitutes your acceptance of the updated Terms.

13.3. Severability.
    If any provision of these Terms is found to be unenforceable or invalid, such provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

13.4. Entire Agreement.
    These Terms, together with any additional agreements you enter into with Nexa Payment Inc., constitute the entire agreement between you and Nexa Payment Inc. regarding the subject matter hereof.

13.5. Notices.
    All notices and communications under these Terms shall be sent electronically to the email address you have provided or as otherwise notified by Nexa Payment Inc. A notice is deemed effective when sent, even if not received.

13.6. Assignment.
    You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Nexa Payment Inc. Nexa Payment Inc. may assign or transfer these Terms at its discretion.

14. Contact Information

For any questions, concerns, or to exercise any of your rights under these Terms, please contact us at:

• Nexa Payment Inc. – Legal Department / Customer Support
  Email: [email protected]
  Registered Address: C6 – 80 BIRMINGHAM ST, Etobicoke, Ontario, Canada, M8V 3W6

If you believe that any provision of these Terms violates your rights or you have any complaint regarding our Services, you may also contact your local regulatory authority, including:

• Canada: Office of the Privacy Commissioner of Canada
• European Union/EEA: Your local supervisory authority under GDPR
• United Kingdom: Information Commissioner’s Office (ICO)

By applying for and using Nexa services, users acknowledge they have read, understood, and accepted these Terms. The current version of the Terms is provided during the onboarding process and may be updated periodically. Continued use of the platform constitutes acceptance of updated terms.