Money Transmission Agreement Terms and Conditions

Last Updated June 4, 2025

Version 3.04

‍ MTA

This Money Transmission Agreement (“MTA” or “Agreement”) is entered as of the date of the electronic signature (Effective Date) by and between Conduit Technology, Inc., a Delaware corporation located at 201 N. Broadway, Suite 3I, Billings, Montana 59101, United States of America, and our subsidiary 12835304 CANADA, INC., a Canadian Federal Corporation located at 700, 1816 Crowchild Trail NW, Calgary, AB, T2M3Y7, Canada. Together, these entities are referred to as the providers of the money transmission services described herein (“Conduit”, “we”, “us”, “our”), and the pre-existing Conduit client entering into this MTA (“Client”, “you”, “your”). Conduit and Client may be referred to individually as “Party” and collectively as the “Parties”.

ALL CONDUIT DOCUMENTS PREVIOUSLY SIGNED BY THE PARTIES, INCLUDING THE CONDUIT MASTER SERVICES AGREEMENT (MSA), ARE INTEGRAL TO THIS MTA AND INCORPORATED HEREIN. BY SIGNING THIS AGREEMENT CLIENT EXPRESSLY AGREES TO THE MSA’S GENERAL TERMS & CONDITIONS AND ADDENDUMS, OUR TERMS AND CONDITIONS OF SERVICE (Terms), AND OUR PRIVACY POLICY, WHICH ARE INTEGRAL TO THIS MTA AND HEREBY INCORPORATED HEREIN.

WHEREAS, the Client wishes to utilize Conduit’s money transmission services to electronically transfer currencies accepted by Conduit (such electronic transfers of currencies shall herein be referred to as “ETFs”) and/or convert between Conduit-accepted currencies (such money transmission services shall herein be collectively referred to as “MTS”), and Conduit wishes to provide such MTS under the terms of this Agreement.

WHEREAS, Conduit’s MTS may only be used for legitimate commercial purposes and shall not be used for any unlawful or non-legitimate purposes or activities (collectively “Laws”) and restricted industries and prohibited countries on Conduit’s restricted countries list are prohibited from using MTS.

NOW, THEREFORE, the Parties hereby agree to this MTA. By electronically signing Client confirms they agree to be bound by the MTA, including all other Conduit documents referenced and incorporated herein, and swears that Client shall only use MTS for legitimate commercial purposes that comply with all applicable Laws.

MONEY TRANSMISSION AGREEMENT

TERMS AND CONDITIONS

THESE TERMS & CONDITIONS OF THE MONEY TRANSMISSION AGREEMENT (MTA Terms) ARE A VITAL COMPONENT OF THE MTA. BY ELECTRONICALLY SIGNING THE MTA CLIENT CONFIRMS THEY HAVE REVIEWED THESE MTA TERMS AND SHALL BE BOUND BY THEM.

A. TERM

The MTA shall begin on its stated Effective Date and shall continue until formally terminated by a signed writing of an officer or legal representative of either Party sent to the other Party at their stated addresses. Termination of the MTA shall not cancel or impact either Party’s rights.

B. MONEY TRANSMISSION FEE

Conduit shall, in accordance with U.S. federal law, deduct service fees from the amount of money transmitted on Client’s behalf (money transmission fees). Conduit agrees to notify the Client of such money transmission fees prior to initiating an MTS.

C. DEALER IN FOREIGN EXCHANGE FEE

Conduit shall disclose the exchange rate to convert between different currencies, which shall be inclusive of service fees (foreign exchange fee). Conduit agrees to notify the Client of such foreign exchange fee prior to initiating such currency conversion(s).

D. CREDITING CLIENT’S ACCOUNT — NET OF ALL SERVICE FEES

Client’s account with Conduit will be credited with a net amount of currency, depending on the nature of the MTS request, equal to the gross amount initially allocated or provided by Client minus all applicable fee deductions described.

E. MONEY TRANSMISSION INSTRUCTIONS

  1. All United States Dollar (USD) to USD ETFs must be initiated no later than 11:00 am U.S. Eastern Time Zone (ET) in order to be sent the same day.
  2. All MTS requests, other than as enumerated above, must be initiated no later than 11:00 am ET in order to be processed within two (2) banking days.
  3. The Client is responsible for providing accurate information when initiating an MTS request.

F. SECURITY & AUTHENTICATION

The Client agrees to comply with all security protocols and authentication requests made by Conduit, including unique username and password logins for MTS requests.

G. AUTHORIZATION TO TRANSFER

By electronically signing the MTA Client fully and unconditionally authorizes Conduit as your agent to act on your behalf in opening accounts and transacting with currency providers.

H. MONEY TRANSFER CANCELLATION

MTS requests may not be canceled once submitted by the Client, although Conduit may attempt to cancel a submitted request at the Client’s request.

I. INDEMNIFICATION

The Client assumes total responsibility for the commercial legitimacy and accuracy of all MTS requests and agrees to indemnify and hold Conduit harmless against any claims or losses.

J. COMMUNICATIONS

Conduit shall communicate with Client via the contact details provided and agreed upon between the Parties.

K. CLIENT’S REPRESENTATIONS AND WARRANTIES

By attempting or submitting an MTS request, Client represents and warrants that:

  1. You have received a copy of the MTA and agree to be bound by it.
  2. You are duly organized and validated under the laws of the respective domicile of formation.
  3. You are duly qualified to do business in all jurisdictions.
  4. You have all necessary power and authority to sign the MSA.
  5. The personal and business information is true and complete.
  6. No person controlling or under common control with Client is blocked or sanctioned.
  7. No ultimate beneficial owner (UBO) of Client is blocked or sanctioned.
  8. You have carried out due diligence related to UBOs and other customer compliance.
  9. You will allow Conduit and third parties to conduct audits.
  10. You will inform Conduit if any representations cease to be true.
  11. The legal representative has the authority to enter into binding contracts.
  12. Funds are not derived from unlawful activities.
  13. Payments will only be made from authorized financial accounts.
  14. MTS will only be used for legitimate commercial business purposes.

L. AGENT OF THE PAYEE

Client acknowledges that Conduit is the agent for purposes of the MTS, and Client shall be deemed to be the payee for any such MTS.

M. FUNDS SAFEGUARDING AND DELIVERY TIMING

Conduit maintains Client funds in safeguarded accounts that are segregated from Conduit’s corporate operating accounts. Client funds may be held in segregated accounts.

N. GOVERNING LAW

The Agreement shall be governed by Article 4A of the Uniform Commercial Code and the laws of the State of Montana.

O. SANCTIONS BLOCKING — FREEZE OR QUARANTINE

If Conduit determines funds are subject to blocking obligations under sanctions, Conduit may block the affected funds and suspend all transactions.

P. ACCOUNT-WIDE SUSPENSION AND REQUESTS FOR INFORMATION

Where Conduit is reviewing a transaction, Conduit may suspend or restrict activity across all of Client’s accounts.

Q. COMPLIANCE OFFBOARDING

Conduit may terminate or offboard Client for legal, regulatory, or compliance reasons.

R. LOSS ALLOCATION

(a) If a liquidity provider fails to settle, Conduit remains obligated to deliver the converted proceeds; (b) If payment credited is recalled, loss is Client’s.

S. PROVIDING ENTITIES

MTS provided to Clients in the U.S. are provided by Conduit Technology, Inc.; in Canada by 12835304 CANADA, INC.

ACCEPTANCE

If the Client is a legal entity formed under U.S. law, you acknowledge Conduit did not solicit you to enter into this Agreement and this affirmation is a material inducement for Conduit.