1. Introduction

We provide services enabling the purchase, sale, exchange and, where supported, transfer of stablecoins and other digital assets (the “Nodu Services”). These Terms govern your use of the Services and constitute an agreement between you and Nodu Canada Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (Ontario Business Registry ID 1001337843, Business Number 774641831), with its registered office in Toronto, Ontario (referred to as “Nodu”, “we”, “us” or “our”).

Nodu is registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a money services business (MSB), registration number C100001091. Nodu has applied for registration as a payment service provider (PSP) with the Bank of Canada under the Retail Payment Activities Act (RPAA). Where Nodu performs retail payment activities within the scope of the RPAA, those activities are provided subject to applicable RPAA registration and requirements.

If you are using the Services on behalf of a business (a “Business User”), these Terms apply to you and the business you represent. Our Privacy Policy explains how we collect, use and protect your personal information.

By registering for an account, accessing or using the Nodu Services, you agree to these Terms, to any terms of our financial or channel partners, and to any other documents we link to in these Terms (together, the “Agreement”).

Important: You agree that all communications with you will be electronic. See Section 7.2 for details.

2. Account Eligibility & Security

2.1 To access the Nodu Services you must first create an account (“Nodu Account”) through a third-party platform or partner (the “Partner Account”) if required.

2.2 You represent and warrant that you: (a) are at least 18 years of age, or the age of majority in your province or territory of residence, whichever is greater; (b) have full legal capacity to enter into this Agreement; and (c) if opening the Account for a business, are authorised to do so. Business Users may only use the Services for commercial purposes.

2.3 We may refuse to open or maintain an account for any person who resides in, is located in, is incorporated in, or proposes a transaction involving a jurisdiction where we, or our partners, are not authorised or do not otherwise permit the Services (“Restricted Jurisdictions”). We will also comply with applicable sanctions and anti-money-laundering laws, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) and regulations made under it.

2.4 We and our partners will collect information to verify you, assess your application and provide the Services. This may include name, email, physical address, government-issued identification, business registration information, beneficial ownership and control information, authorised user information, bank account statements, wallet addresses, source of funds, source of wealth, purpose and expected use of the Services, beneficiary or counterparty information, and other information required for legal, AML/CTF, sanctions, payment, Travel Rule, risk management or service-delivery purposes. You must keep all information accurate and up to date.

2.5 Your login credentials at the Partner Account, and at your Nodu Account, are your responsibility. We do not control the Partner Account or the credentials used to access it, and we are not responsible for any unauthorised access. If you suspect unauthorised access, you must notify the Partner immediately. You must also notify us promptly of any suspicious activity.

3. Funding, Wallets & Transactions

3.1 When you instruct us to buy, sell, exchange or transfer stablecoins or digital assets through the Services (“Transfers”), you authorise us to process your Transfer in accordance with these Terms. Unless we expressly agree otherwise, Nodu does not act as your broker, investment adviser, fiduciary or agent. You must provide at least one bank account (“Receiving Account”) and/or a Cryptocurrency Wallet address (“Receiving Wallet”) that you own or control, or, where expressly enabled and approved by us, an eligible third-party beneficiary account or wallet.

3.1.1 “Cryptocurrency Wallet” means any software application, device or hosted account, including a wallet provided by a third-party service provider, that is used to store, hold, send or receive digital assets on a blockchain network and that holds, stores, manages, or otherwise enables access to the cryptographic private key(s) or other credentials necessary to authorise transactions from the associated blockchain address(es). A Cryptocurrency Wallet may be self-custodied, where a person controls the private keys, or custodial, where a third party controls the private keys on behalf of a person.

3.2 We may ask for additional information when you use a self-custodied wallet, meaning a wallet not provided by us or a regulated institution, or where required to comply with Travel Rule, wallet ownership, beneficiary, sanctions, AML/CTF or risk-management requirements. We reserve the right to delay, reject or cancel Transfers associated with such wallets.

3.3 We monitor transactions for compliance with our anti-money-laundering and counter-terrorist-financing (“AML/CTF”) programme maintained under the PCMLTFA. You are responsible for monitoring your wallet and accounts for unauthorised or suspicious activity. We are not liable for losses resulting from your failure to protect your credentials or account.

4. Service Suspension & Termination

4.1 You may close your Nodu Account at any time for any reason, unless we suspect that you are attempting to avoid investigation or legal obligations. Closure does not affect obligations incurred before such closure.

4.2 We may suspend or terminate your Account immediately, reject, delay, return or block a Transfer, and freeze, hold or restrict funds or Digital Assets where legally required or permitted, including if we suspect you violated these Terms, applicable laws or AML/CTF requirements, if you no longer reside or operate in an eligible jurisdiction, if your Partner Account is suspended or terminated, if you have no linked funding or receiving account, or if you remain inactive for a specified period.

We will notify you if we suspend or terminate your Account, through your Partner Account or by email.

5. Supported Assets & Risks

5.1 We may allow you to buy, sell, exchange or transfer stablecoins and other digital assets (“Digital Assets”) through the Services. “Stablecoins” means digital assets designed to reference or maintain a value relative to fiat currency (“Fiat Currency”). “Digital Assets” includes any crypto token, virtual currency or digital representation of value that we support from time to time.

5.2 We maintain a list of supported assets which may be changed or withdrawn at our discretion. If we delist an asset while your Transfer is pending, we may cancel your Transfer and return your funds to you. If you send unsupported funds, you may lose them, and we bear no responsibility for such losses.

5.3 You acknowledge and accept the risks associated with Digital Assets, including blockchain failures, forks, regulatory changes, volatility, redemption risk, cybersecurity risk, and loss of private keys. See Exhibit A (Risk Disclosures) for details.

6. Transfers & Transactions

6.1 Placing Transfers – You can place a Transfer through your Partner Account using your login credentials. When we receive your instruction, we will proceed to act on it. All Transfers must be backed by cleared funds at the time we fill the Transfer. You should not submit a Transfer unless you have sufficient funds or assets to support it.

6.2 Source of Funds; Destination of Proceeds; Limits – You may only use funds or digital assets that you own and control, and you may not place Transfers on behalf of any third party unless we have expressly enabled and approved that activity for your Account. When you place a Transfer, title to the funds or Digital Assets you provide transfers to us upon our receipt unless we expressly state otherwise. When we send proceeds to you or to an approved beneficiary, title transfers upon receipt by you or that beneficiary. We may impose limits, including on amounts, assets, corridors, counterparties, wallets and frequency, based on your account type, verification status, service setup, applicable law and overall risk profile.

6.3 Receipts & Records – Once we execute a Transfer, we will issue a confirmation (the “Transfer Receipt”) through your Partner Account or by email. We keep records for at least five years, or longer where required by applicable law, including the PCMLTFA and related regulations.

6.4 Cancellations & Errors – After we begin processing a Transfer, you may not cancel it. You must review your Transfer Receipt and notify us, through the Partner, within 24 hours if you identify any error. We reserve the right to declare a Transfer void if erroneous, and you may be required to return any assets or funds received.

6.5 Downtime – We work to maintain the availability of the Services but cannot guarantee continuous operation. We are not liable for losses caused by downtime, delayed processing or system unavailability.

7. General Provisions

7.1 Fees – The fees we charge for Transfers are available through your Partner Account or on our website. Fees may change from time to time, and your placement of a Transfer constitutes acceptance of the fees applicable at that time.

7.2 Electronic Communications & Consents

• 7.2.1 All communications will be sent to your email address or through your Partner Account. You must maintain a current email address. If we send an email and it is undeliverable, we may block access until you update the address.

• 7.2.2 Your device must meet technical requirements, including an internet connection, a current browser, and sufficient storage or a printer, to access and retain electronic documents.

• 7.2.3 Where we send you commercial electronic messages, we do so in accordance with Canada’s Anti-Spam Legislation (CASL). You may withdraw your consent to receive commercial electronic messages by contacting us at help@nodu.fi or by using the unsubscribe function in the message. We will continue to send transactional, service, security, legal and regulatory communications as permitted or required by law.

7.3 Taxes – We do not provide tax or legal advice. You are responsible for your own tax obligations in respect of any Transfers, gains or proceeds, including any reporting to the Canada Revenue Agency or other relevant tax authority.

7.4 Intellectual Property & Feedback – All materials provided by us, including text, graphics, software and logos (“Nodu Materials”), are owned by us or licensed to us. You may view or print them for personal, non-commercial use only. Any feedback you submit becomes our unrestricted property, and we may use it without compensation to you.

7.5 Indemnification – You agree to defend, indemnify and hold harmless Nodu and its officers, directors, employees, agents and affiliates from all losses, liabilities, costs and expenses arising from your use of the Services or your breach of these Terms.

7.6 No Warranty; Limitation of Liability – The Services are provided “as is” and “as available”, without warranties of any kind. To the fullest extent permitted by applicable law, Nodu and its affiliates are not liable for indirect, incidental, special, consequential, punitive or exemplary losses, including lost profits, business interruption or trading losses. Nothing in these Terms excludes or limits liability for gross negligence, intentional misconduct, fraud, or any liability that cannot be excluded or limited under applicable law.

7.7 Governing Law & Dispute Resolution – These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. To the extent permitted by applicable law, any dispute arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration administered in Toronto, Ontario under the rules of the ADR Institute of Canada, in the English language, except that we may seek injunctive or other equitable relief in any court of competent jurisdiction.

7.8 Force Majeure – We are not liable for delays or failure in performance resulting from causes beyond our reasonable control, including acts of God, war, terrorism, pandemics, and internet or infrastructure failures.

7.9 Survival – Sections which by their nature continue beyond termination, including account obligations, liabilities, indemnities and intellectual property rights, will survive expiry or termination of these Terms.

7.10 Entire Agreement – These Terms, together with our Privacy Policy and any referenced documents, constitute the entire agreement between you and Nodu relating to the Services and supersede all prior agreements.

7.11 Assignment – We may assign our rights under this Agreement, for example upon a merger or acquisition. You may not assign your rights without our prior written consent.

7.12 Severability – If any provision of these Terms is found invalid or unenforceable, it will be modified or interpreted to achieve its intended effect to the greatest extent allowed by law, and the remaining provisions remain in force.

7.13 Non-Waiver – If we fail to enforce any term, it does not waive our right to enforce it later.

7.14 Amendments – We may revise these Terms from time to time. We will post updated Terms and, where required or where the change is material, notify you by email or through your Partner Account. Your continued use of the Services after the effective date of the updated Terms indicates your acceptance. If you disagree with any change, you must stop using the Services and close your account.

7.15 Subcontractors – We may engage affiliates, subcontractors or third parties to perform services on our behalf. We remain responsible for their performance.

7.16 Data Protection – We and you will comply with applicable Canadian privacy and data protection laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial laws such as Quebec’s Act respecting the protection of personal information in the private sector, as amended (Law 25). Each party will obtain any necessary consents, provide required notices, and handle personal information lawfully.

7.17 Language – The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont demandé que ces conditions et tous les documents qui s’y rattachent soient rédigés en anglais.

Exhibit A: Risk Disclosures

1. General Statement

Digital Assets and related technologies are novel and volatile. Their value can fluctuate rapidly, sometimes to zero. You acknowledge that you may lose all or part of the value of any asset acquired or held through the Nodu Services, and that such losses are entirely your responsibility.

Neither Nodu nor its affiliates provide financial advice, portfolio management, or investment guarantees.

2. Stablecoin-Specific Risks

Stablecoins are digital assets designed to maintain a stable value relative to a fiat currency, for example CAD or USD. They are not risk-free.

• Peg instability: a stablecoin may lose its peg due to insufficient reserves, operational errors, or market shocks.
• Issuer solvency: the entity issuing or redeeming the stablecoin may become insolvent, fail to maintain reserves, or lose access to its banking partners.
• Reserve transparency: not all issuers are subject to independent audits or regulatory oversight. The composition of reserves may change without notice.
• Redemption risk: in certain situations, redemption into fiat currency may be suspended or delayed by the issuer or intermediary.
• Concentration risk: exposure to a single stablecoin may amplify losses if that asset becomes impaired or delisted.

3. Market & Liquidity Risk

• Price volatility: Digital Assets are highly volatile. Prices may move sharply in short periods due to market sentiment, liquidity, or macroeconomic events.
• Illiquidity: some assets may have limited market depth. In stress conditions, you may be unable to buy or sell at your desired price or time.
• Slippage and spread: the final execution price of a Transfer may differ from quoted prices due to market movements or order-book depth.
• Delisting: assets may be suspended or removed from the Nodu platform or its partners’ exchanges without notice.

4. Regulatory & Legal Risk

• Regulatory changes: laws and regulations governing Digital Assets in Canada and other relevant jurisdictions continue to evolve. The treatment of stablecoins and other value-referenced crypto assets by Canadian securities regulators, the Bank of Canada, FINTRAC, tax authorities and other regulators may change and may restrict or prohibit certain services, impose registration or reporting obligations, or affect taxation.
• Enforcement actions: authorities may take action against issuers, exchanges, or service providers, which may affect your ability to use or redeem assets.
• Jurisdictional restrictions: some assets or activities may be illegal, restricted or unavailable in your province, territory or country of residence, incorporation or operation. You are responsible for compliance with local laws and for confirming that you may lawfully use the Services.

5. Custody & Cybersecurity Risk

• Theft and loss: Digital Assets are bearer instruments secured by private keys. If keys are lost or stolen, the assets are irretrievable.
• Custodial arrangements: where Digital Assets are held or processed through wallets, accounts or infrastructure managed by Nodu or its partners, you rely on their operational, security and access-control systems. While we use industry-standard custody practices, including multi-party computation and cold-storage segregation, no system is immune to compromise.
• Cyberattacks: hacks, malware, phishing, or system failures may lead to loss or unavailability of assets or data.
• Third-party infrastructure: we depend on blockchain networks, custody partners, payment institutions, and cloud infrastructure. Failures in these systems can interrupt services or cause losses.

6. Technological & Protocol Risks

• Blockchain failures: bugs, forks, consensus attacks, or network congestion can disrupt or reverse transactions.
• Smart-contract vulnerabilities: certain assets or operations depend on smart contracts that may contain exploitable flaws.
• Unsupported tokens: sending unsupported tokens or assets to Nodu wallets or addresses may result in permanent loss.
• Transaction finality: transactions recorded on a blockchain are generally irreversible once confirmed. Incorrect addresses or amounts cannot be recovered.

7. Counterparty & Operational Risk

• Service provider dependence: Nodu relies on third-party payment processors, liquidity providers, banks, blockchain networks, verification and monitoring providers. Disruptions, restrictions or insolvencies among these partners may delay, reject or prevent settlement.
• Internal errors: operational mistakes, system bugs, or human error may affect transactions or balances.
• Force majeure: natural disasters, pandemics, wars, or regulatory actions may prevent or delay access to services.

8. Taxation & Accounting Risk

• Tax treatment: the tax status of Digital Assets varies and may be uncertain. You are solely responsible for determining, reporting, and paying any applicable taxes, including to the Canada Revenue Agency or any other relevant tax authority.
• Record-keeping: you must maintain adequate records of transactions for your own tax and accounting purposes.

9. No Deposit Protection or Guarantee

Digital Assets held or transacted through Nodu are not deposits and are not insured or guaranteed by any government, compensation scheme or insurance fund. Nodu does not provide investment, securities, portfolio management or advisory services. Digital Assets are not covered by the Canada Deposit Insurance Corporation (CDIC), by any provincial deposit insurer, or by the Canadian Investor Protection Fund (CIPF). Digital Assets may be subject to regulatory treatment that differs by asset, jurisdiction and manner of use.

You bear the full risk of loss.

10. Risk Acknowledgement

By using the Nodu Services, you acknowledge and agree that:

1. You understand and accept the above risks.
2. You have the financial capacity to bear such risks, including total loss.
3. You will seek independent financial, legal, or tax advice as necessary.

Exhibit B: Prohibited Activities

You agree not to use the Nodu Services for any unlawful purpose or any activity that we determine, acting reasonably and in accordance with our compliance policies, poses elevated risk. Prohibited activities include money laundering, terrorist financing, sanctions evasion, fraud, scams, ransomware, darknet markets, mixers or tumblers intended to obscure the source of funds, unauthorised use of intellectual property, illicit goods or services, unlicensed gambling operations, unlicensed financial services, multi-level marketing schemes, and any business or transaction we deem high risk. We may update this list from time to time with notice where required.

---

Thank you for choosing Nodu.

If you have any questions about these Terms, please contact us at help@nodu.fi.