GENERAL TERMS AND CONDITIONS OF USE

VIRTUABROKER CORP PLATFORM

INTRODUCTION AND PURPOSE OF THE SERVICE

These Terms and Conditions constitute a legally binding agreement between the User and VIRTUABROKER CORP (“VIRTUABROKER CORP”), a technology platform designed to facilitate the submission and execution of payment instructions through VIRTUABROKER CORP’s digital infrastructure.

By accessing or using the Platform, the User fully and unconditionally agrees to these Terms and Conditions and declares compliance with VIRTUABROKER CORP’s Privacy and Data Protection Policies. If the User does not agree, they must refrain from using the Platform.

SCOPE AND LIMITATION OF THE SERVICE

VIRTUABROKER CORP is a technology-based platform developed to enable Users to manage and submit electronic payment instructions (“the Service”) efficiently and securely.

The Platform provides technical tools that allow Users to issue payment instructions, which VIRTUABROKER CORP executes strictly as a mandatary / agent, in accordance with the instructions received and applicable laws.

VIRTUABROKER CORP does not take custody of funds, does not control, verify, or validate the origin, legality, or purpose of the funds, and does not provide financial, investment, or banking services. Responsibility for the content, legality, accuracy, and purpose of all payment instructions rests solely with the User.

ACCOUNT CREATION AND USER RESPONSIBILITY

To access the Services, the User must create an account and provide accurate, complete, and up-to-date information. The User is solely responsible for safeguarding their credentials and for all activities conducted through their account.

Any unauthorized access or security incident must be reported immediately to VIRTUABROKER CORP.

MANDATE AGREEMENT

Under this mandate, VIRTUABROKER CORP acts exclusively as an execution agent for the User’s payment instructions. Each instruction submitted through the Platform is final, binding, and irreversible once confirmed.

VIRTUABROKER CORP assumes no responsibility for:

The origin or legality of funds

The authenticity of User-provided information

The legal, regulatory, or tax consequences of transactions

The User agrees to indemnify and hold VIRTUABROKER CORP harmless from any claims arising from the execution of such instructions, except in cases of proven gross negligence or wilful misconduct by VIRTUABROKER CORP.

PARTICIPATION OF THIRD PARTIES

VIRTUABROKER CORP may rely on third-party service providers for technical, operational, or payment-related processes. By using the Platform, the User authorizes the sharing of necessary information with such third parties, subject to strict confidentiality and security obligations.

CONFIDENTIALITY

All non-public information exchanged between the parties shall be considered confidential and treated as proprietary information. Confidentiality obligations shall survive for five (5) years following termination of the relationship.

DATA PROTECTION AND PRIVACY (CANADA)

VIRTUABROKER CORP complies with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable Canadian privacy laws.

Personal data shall be processed lawfully, securely, and solely for the purposes of providing the Services. Users may exercise their rights of access, correction, and withdrawal of consent in accordance with PIPEDA.

AML / CTF COMPLIANCE (CANADA)

VIRTUABROKER CORP maintains policies and controls aligned with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) and related regulations.

Customer Due Diligence

VIRTUABROKER CORP may conduct KYC / KYB procedures, including:

Identity verification

Risk profiling

Screening against domestic and international sanctions lists

Transaction Monitoring

Automated systems may be used to detect unusual or suspicious transaction patterns.

Reporting Obligations

Where required, VIRTUABROKER CORP will report suspicious transactions to the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC), without notifying the User.

DECLARATION OF SOURCE OF FUNDS

The User represents and warrants that all funds used through the Platform are of lawful origin and not related to money laundering, terrorist financing, corruption, tax evasion, or any other illegal activity.

The User bears full responsibility for this declaration and agrees to indemnify VIRTUABROKER CORP against any loss, claim, sanction, or legal action resulting from false or misleading information.

DISCLAIMER AND LIMITATION OF LIABILITY

The Platform is provided “as is” and “as available.” VIRTUABROKER CORP does not guarantee uninterrupted or error-free operation.

To the maximum extent permitted by law, VIRTUABROKER CORP shall not be liable for any indirect, incidental, consequential, punitive, or economic damages arising from the use or inability to use the Platform.

INDEMNIFICATION

The User agrees to indemnify and hold harmless VIRTUABROKER CORP, its directors, officers, employees, and partners from any claims, losses, damages, or expenses arising from:

Breach of these Terms

Misuse of the Platform

Regulatory or legal violations caused by the User

TERMINATION

VIRTUABROKER CORP may suspend or terminate access to the Platform at any time in case of breach of these Terms or applicable laws. Obligations relating to confidentiality, indemnification, and liability shall survive termination.

MODIFICATIONS

VIRTUABROKER CORP reserves the right to amend these Terms at any time. Continued use of the Platform constitutes acceptance of the updated Terms.

INTELLECTUAL PROPERTY

All intellectual property related to the Platform remains the exclusive property of VIRTUABROKER CORP. Unauthorized reproduction, reverse engineering, or competitive use is strictly prohibited.

GOVERNING LAW AND JURISDICTION

These Terms and Conditions shall be governed by and construed in accordance with the laws of Canada, without regard to conflict of law principles.

Any dispute shall be submitted to the exclusive jurisdiction of the courts of Ontario, Canada.