Legal & Regulatory

2.1 Regulatory Status

Liberty Stone is a financial technology service provider regulated by the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a Money Services Business (MSB).

2.2 Business Model

Liberty Stone operates independently and is not classified as a bank or conventional financial institution. The Company operates as an intermediary between its clients and third-party qualified banks, custodians, and financial institutions ("Intermediary Counterparties"). Liberty Stone does not accept deposits, issue loans, or provide traditional banking services.

3.1 Services

Liberty Stone, either directly or through its affiliates or third-party service providers, will deliver the Services to the Customer in accordance with these Terms.

3.2 Platform Provision

Throughout the duration of this agreement, Liberty Stone will host, maintain, and support the platform in its current form or any future form deemed appropriate by the Company. The Customer will have access to the platform to facilitate the Payment Technology Services and Account Services.

3.3 Service Modifications

Liberty Stone reserves the right to modify the Services and the platform at any time, including adding or removing functionality or imposing conditions on the use of the Services. Liberty Stone may notify the Customer of significant changes but is not obligated to do so.

3.4 Support

Liberty Stone will offer customer support services to assist with general matters related to the Services through resources and documentation available on the platform or via designated support channels. Customers can contact support at help@libertystone.com.

4.1 Customer Eligibility

The Services are only available to Customers that meet the following criteria:

• Business Entities: Must be a validly subsisting business entity in its country of incorporation, including corporations, partnerships, joint ventures, sole proprietorships, non-profit organizations, and other entities used to conduct business.
• Natural Persons: Must be a natural person not resident in the United States, Canada, the European Union, or any other jurisdiction not listed on our Restrictions list available at: https://www.libertystone.com/restrictions who has reached the age of majority, is legally permitted to enter into contracts, and possesses the legal capacity to do so.

4.2 Principal Capacity

The Customer represents that they are acting on their own behalf as a principal and not on behalf of any other person or entity unless prior written approval has been provided by Liberty Stone in its sole discretion.

5.1 Prohibited Actions

The Customer agrees not to, and not to enable any third party, directly or indirectly, to:

• Circumvent technical limitations of the Services, enable prohibited functionality, or access non-public systems, programs, data, or services
• Act as a service bureau or pass-through agent for the Services without adding value
• Reverse engineer the Services or platform
• Engage in illegal, fraudulent, deceptive, or harmful activities
• Interfere with the normal operation of the Services or platform, or affect other users' use
• Copy, reproduce, republish, upload, post, transmit, resell, or distribute any part of the Services or platform, except as expressly permitted by LibertyStone

5.2 Acknowledgment and Compliance

By entering into this agreement, the Customer acknowledges the eligibility requirements and restrictions, and always represents and warrants compliance with them.

6.1 General Responsibilities

The Customer acknowledges that it is solely responsible for ensuring compliance with all applicable laws in relation to the use of the Services, regardless of the intended use, and for refraining from engaging in or attempting any prohibited transactions.

6.2 Due Diligence and Operating Procedures

The Customer shall:

• Provide all information requested by LibertyStone for purposes such as account setup, onboarding, and compliance with anti-money laundering (AML), know your customer (KYC), know your business (KYB), counter-terrorism financing, sanctions screening
• Conduct reasonable due diligence on each recipient before submitting a payment transaction request
• Promptly respond to any requests for information from LibertyStone
• Provide all documentation, data, and other information as reasonably requested by LibertyStone

6.3 Security and Credentials

The Customer is responsible for maintaining the confidentiality and security of user IDs, passwords, or other access credentials used to access the platform. The Customer will be held accountable for all activities conducted using these Credentials and must immediately notify LibertyStone if the Credentials are lost, compromised, or misused.

7.1 Fees Payable

The fees for the Services shall be in accordance with the terms set out in this agreement. The Customer is required to pay LibertyStone the fees specified herein. If the fees for the Services have not been explicitly agreed upon in writing by the effective date of this agreement, LibertyStone's standard fees will apply.

7.2 Fee Revisions

LibertyStone reserves the right to modify the fees at any time. If the fees for a Service currently in use by the Customer are revised, LibertyStone will provide at least 30 days' notice before the new fees take effect.

7.3 Non-Refundable Fees

All fees paid under this agreement are non-refundable, except when a payment transaction is canceled by the Customer before the processing of the transaction begins.

8.1 Initial Term

This agreement takes effect on the Effective Date and shall have an initial term of one (1) year (the "Initial Term") unless terminated by either Party in accordance with the terms herein.

8.2 Automatic Renewal

This agreement shall automatically renew for additional one (1) year terms unless terminated in accordance with Section 9.

9.1 Termination or Amendment of Services

LibertyStone reserves the right to modify, suspend, or discontinue all or part of the Payment Technology Services at any time, with or without notice, for reasons including regulatory changes, technical or technological changes, or availability of third-party service providers.

9.2 Termination by Either Party

Either party may terminate this agreement for any reason by providing written notice at least 20 business days before the effective termination date. The provisions of this agreement shall continue to apply until the end of the notice period.

9.3 Suspension of Services

LibertyStone may immediately suspend Services if:

• The Customer's use violates any applicable law or regulation
• Continued provision of the Services may result in legal violations or non-compliance with regulatory requirements
• A government authority or third-party service provider requires or directs LibertyStone to do so
• The Customer fails to update to the latest version of the platform as recommended or required by LibertyStone
• The Customer breaches any provision of this agreement

10.1 Negotiation

In the event of any dispute, claim, question, or disagreement arising from or relating to these Terms or the breach thereof, the parties shall use their best efforts to settle the dispute, claim, question, or disagreement through consultation and negotiation in good faith.

10.2 Arbitration

If the parties do not reach such a solution within a period of 30 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by binding arbitration in Vancouver, conducted in English, under the rules of the International Centre for Dispute Resolution Canada (ICDR Canada).

10.3 Governing Law

These Terms will be interpreted under and construed in accordance with the laws of British Columbia, Canada without regard to its conflict of laws principles.

11.1 Private and Proprietary Information

Each party acknowledges that during the term of this agreement, it may receive or have access to confidential and proprietary information of the other party. Each party agrees to maintain the confidentiality of such information and not to disclose it to any third party without the prior written consent of the disclosing party, except as required by law.

11.2 Exclusions

Private and Proprietary Information does not include information that: (a) is or becomes public knowledge through no breach of this agreement; (b) is received from a third party who lawfully acquired it; (c) was already known to the receiving party before receipt; or (d) is independently developed by the receiving party.

12.1 Ownership

All intellectual property rights in and to the platform, the Services, and any related software or documentation are and shall remain the exclusive property of LibertyStone or its licensors. Nothing in this agreement shall be construed as transferring any rights or ownership in or to any intellectual property from LibertyStone to the Customer.

12.2 License

LibertyStone grants the Customer a non-exclusive, non-transferable, revocable license to access and use the platform and the Services solely for the purpose of conducting business in accordance with these Terms.

12.3 Feedback

Any feedback, suggestions, or ideas provided by the Customer regarding the platform or the Services may be used by LibertyStone without any obligation to compensate the Customer.

13.1 Data Collection and Use

LibertyStone may collect and use data related to the Customer's use of the Services in accordance with LibertyStone's Privacy Policy. The Customer consents to such data collection and use and agrees to comply with all applicable data protection laws and regulations.

13.2 Security

LibertyStone shall implement reasonable technical and organizational measures to protect the Customer's data against unauthorized access, loss, or disclosure. However, the Customer acknowledges that no security measures are completely foolproof and that LibertyStone cannot guarantee absolute security.

14.1 Digital Asset Transactions

The Customer acknowledges that LibertyStone has no control over the blockchains and markets where Digital Assets are bought, sold, or traded. Consequently, LibertyStone makes no representations or warranties regarding potential losses incurred during the trading of Digital Assets or the privacy of such transactions.

14.2 Compliance with Regulations

LibertyStone, being based outside of the European Union and the United Kingdom, is not required to comply with the Markets in Crypto-Assets Regulation (MICAR) or with the Consumer Duty. Furthermore, LibertyStone does not provide digital asset services as defined by the Financial Conduct Authority (FCA) in the United Kingdom.

15.1 Account Restrictions

LibertyStone reserves the right to decline, delay, freeze, or reverse an account transaction, restrict access to the Customer's account, or remove funds from the Customer's account pending an investigation. This may occur under circumstances such as:

• The Customer's account having a zero balance for 90 consecutive days
• The Customer's account being inactive for 12 months
• The Customer breaching these terms
• LibertyStone suspecting that the transaction or account activity may involve illegal activity or fraud

15.2 Third-Party Services

Services provided by a designated financial institution, including direct customer accounts, are the responsibility of the financial institution, not LibertyStone. LibertyStone does not make any representations or warranties regarding these services.

16.1 Foreign Currency Payments

If the Customer requests a payment transaction in a foreign currency, LibertyStone will determine the required amount of local currency, including conversion rates and fees, and will require the Customer to provide sufficient funds in local currency.

16.2 Refunds and Conversions

If a refund is successful after the payment funds have been converted into a foreign currency, LibertyStone will facilitate the conversion back into local currency at the prevailing exchange rate. The Customer is responsible for any conversion fees.

17.1 Tax Compliance

The Customer is responsible for providing documentation and assisting LibertyStone in fulfilling tax-related obligations, including filing, reporting, and disclosure requirements imposed by governmental authorities.

17.2 Customer's Responsibility for Taxes

The Customer is responsible for determining their tax liability related to their account and for timely reporting and remitting all taxes due.

18.1 Portal Access

The Customer can access LibertyStone services through the main portal or the BaaS portal available at app.libertystone.com or delos-baas.com. The Customer is responsible for ensuring adequate access to these portals.

18.2 Response Times

LibertyStone will make commercially reasonable efforts to meet the following response times for support tickets:

• Critical issues: 1 hour response, 24/7 availability
• Medium issues: 8 hours response during regular business hours
• Low issues: 24 hours response during regular business hours

19.1 Entire Agreement

These Terms, together with any documents incorporated by reference, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, understandings, negotiations, or representations, whether oral or written.

19.2 Amendments

LibertyStone reserves the right to modify these Terms at any time. Any changes will be communicated to the Customer through the platform or via email. The Customer's continued use of the Services following such modifications constitutes acceptance of the new terms.

19.3 Force Majeure

LibertyStone shall not be liable for any delay or failure to perform its obligations under this agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, strikes, government actions, or interruptions in power, communications, or transportation systems.