Terms of Service – Loon Payments Inc.

1. Overview of Loon's Business

You must be an Authorized Participant in order to obtain services from Loon Payments Inc. (“Loon” or the “Company”). Loon currently offers two services to Authorized Participants: (i) you may purchase CADC for CAD from Loon, and (ii) you may redeem CADC for CAD from Loon At this time, all Authorized Participants must have Canadian bank accounts to use our CADC Services. Authorized Participants must fund their transactions in CAD. The Company does not accept, nor provide any other fiat currency other than CAD at this time. The Company does not accept any physical cash, cheques, or money orders. The Company only accepts CAD transferred directly from a Canadian bank via Interac e-Transfer or wire transfer.

The Company is not responsible or liable for any Authorized Participant funds and the Company only deposits CAD to Authorized Participant-owned bank accounts. Any CADC purchased by Authorized Participants will similarly only be sent by Loon to Authorized Participant-owned crypto wallets. The Company does not hold custody of customer funds.

The Company is not a marketplace. The Company acts as the sole counterparty for every trade. In executing orders, the Company acts on an execution‑only basis and does not undertake any advisory, verification, best execution, or fiduciary duties. You are solely responsible for verifying all order parameters prior to submission.

The Company does not guarantee the value of CADC. Loon does not endorse, recommend, or make any representation regarding CADC, its uses, or any products, services, protocols, merchants, wallets, or platforms that may accept or integrate CADC. Any third‑party products or services that you access or use in connection with CADC are offered solely by those third parties, are not owned, controlled, sponsored, or guaranteed by Loon, and remain entirely their responsibility. Loon makes no promises, warranties, or guarantees (express or implied) about any third‑party offerings, and disclaims all liability arising from your interactions with, or reliance on, such third parties, including with respect to their legality, performance, availability, security, or fitness for your purposes.

Loon does not provide investment, legal, tax, or other advice, and no content or functionality of the Loon Site should be construed as an endorsement, solicitation, or recommendation of any digital asset, transaction, or use case.

The value of CADC after transactions with the Company are completed are not guaranteed. Any change in value of CADC are subject to market conditions and the Company cannot guarantee the future value of CADC.

2. Definitions

“Authorized Participant” means a User that has (i) been onboarded and approved by Loon as an Authorized Participant, and (ii) has an active Authorized Participant Account.

“Authorized Participant Account” means the account opened by Loon for an Authorized Participant permitting them to access the CADC Services.

“Blocked Address(es)” has the meaning ascribed to such term in Section 15(b).

“CADC” means a blockchain-based token issued by Loon which references, on a one-for-one basis, the value of the Canadian dollar, and which operates on a Supported Blockchain.

“CADC Services” has the meaning provided to such term in Section 6(a).

“CTF” means the counter-terrorist financing provisions and sanctions as described in Section 7(a).

“Custodian” means ATB as described Section 4(b).

“Dispute” has the meaning provided to such term in Section 24(b).

“Loon” or the “Company” means Loon Payments Inc.

“Loon Content” means any text, sound, graphics, trademarks, service marks, logos, taglines, trade names and other material owned by us or our licensors and made available through the Loon Site or via the CADC Services.

“Loon Site” means loon.finance.

“Monthly Attestations” means a monthly assurance report prepared by the Auditor which includes the number of CADC that are outstanding and the aggregate value of the assets in the Reserve Account as of the last day of each calendar month.

“Other Digital Assets” has the meaning ascribed to such term in Section 11(a).

“Personal Information” has the meaning provided to such term in our Privacy Policy.

“Prohibited Transactions” means those transactions described in Section 19.

“Registered CTP” means a crypto asset trading platform that is registered as a restricted dealer or investment dealer under applicable Canadian securities legislation.

“Reserve Account” has the meaning provided to such term in Section 4(b).

“Restricted Activities” means those activities described in Section 18.

“Reserve Assets” has the meaning provided to such term in Section 4(b).

“Restricted Territory” has the meaning provided to such term in Section 7(b)(ii).

“Submissions” means any unsolicited idea, suggestion or other material in any format.

“Supported Blockchain” means a public blockchain networks where CADC is deployed, including but not limited to Ethereum, Polygon, Base and Arbitrum.

“Terms” or “Terms of Service” mean these Terms of Service, a binding agreement between Loon and each entity onboarded and approved by Loon as an Authorized Participant.

“Third Party Content” has the meaning provided to such term in Section 29.

“Trust Agreement” means the trust agreement between the Trustee and Loon dated ●, as the same may be amended from time to time.

“Trustee” means Odyssey Trust Company.

“VRCA” means value referenced crypto assets, a digital asset that is designed to maintain a stable value over time by referencing the value of an equivalent value of a fiat currency or any other value or right, or combination thereof.

3. Binding Agreement and Applicability of Terms

(a) These Terms of Service constitute a binding agreement between Loon Payments Inc. (“Loon”) and each entity that has been onboarded and approved by Loon as an Authorized Participant, and governs an Authorized Participant's access to and use of the CADC Services and the Loon Site. Any use of “you” or “your” in these Terms refers to Authorized Participants.

(b) By holding or using CADC, or using any of the CADC Services, you agree that you have read, understood and accept all of the terms and conditions contained in these Terms, as well as our Privacy Policy, and you acknowledge and agree that you will be bound by these terms and policies.

(c) Loon acknowledges that Authorized Participants may resell CADC to third parties that are not Authorized Participants (“Downstream Holders”). Loon does not have any direct contractual relationship with any Downstream Holder and shall have no obligations to such holders under these Terms.

(d) We have engaged a third-party service provider to assist in verifying your identification information. To complete this process, we will share your personal information with that service provider. By accepting these Terms, you expressly consent to this sharing of your personal information, which will be handled in accordance with our Privacy Statement.

(e) If you accept these Terms on behalf of a legal entity, you confirm that you are an authorized officer of that legal entity and have the authority to enter into agreements for and on behalf of that legal entity.

(f) Section 26 of these Terms governs how these Terms may be changed over time; the date of the last update is set forth at the top of these Terms.

4. Overview of CADC

(a) CADC is a digital token issued by Loon that operates on the Supported Blockchains (each such digital token, “CADC”).

(b) CADC is fully backed by an equivalent amount of Canadian Dollars held by Loon with ATB Financial (the “Custodian”) in a segregated trust account apart from Loon's corporate funds (the “Reserve Account”). This means that for every CADC issued by Loon and remaining in circulation, Loon will hold one Canadian Dollar (“CAD” and such aggregate amount, the “Reserve Assets”). CADC is not designed to intrinsically create returns for holders, increase in value, or otherwise accrue financial benefit to the CADC holder.

5. Trust Arrangements for CADC

(a) Loon has established a trust arrangement (the “CADC Trust”) pursuant to which all Reserve Assets are held in a segregated account by the Trustee, in trust for the benefit of CADC holders. The CADC Trust is governed by a written trust indenture, which is available upon request by contacting support at legal@loon.finance. These Terms apply solely to Authorized Participants and do not confer any contractual rights on other holders of CADC, including Downstream Holders. However, persons who acquire and hold CADC (including Downstream Holders), whether or not they are parties to these Terms, may be beneficiaries under the CADC Trust and may have an equitable interest in the Reserve Assets as such.

(b) These Terms do not alter or expand the rights of any person who may be a beneficiary under the CADC Trust. Any rights arising from such status are governed solely by the CADC Trust agreement and applicable law. These Terms are not intended to create, modify, or limit any fiduciary or equitable duties owed by the Trustee or Loon under the CADC Trust. The Trustee has a fiduciary obligation to manage and operate the trust in the best interest of the Beneficiaries.

(c) The Trustee has appointed the Custodian as the custodian for the trust. The Custodian is responsible for holding and safeguarding the Reserve Assets.

(d) Loon reserves the right to make amendments to the trust arrangement, including changes in the trustee or custodian appointments, as may be necessary to comply with legal requirements or to enhance the operation and security of CADC. Any such changes will be communicated to you through updates to these Terms.

6. Scope of CADC and Key Terms

(a) As you have agreed to and are subject to these Terms, and have an Authorized Participant Account, Loon makes available the following CADC-related services: (i) you may purchase CADC for CAD from Loon, (ii) you may redeem CADC for CAD from Loon (collectively, the “CADC Services”). Your use of the CADC Services is subject to these Terms. Any of the CADC Services can be discontinued at any time in accordance with Section 17(e) of these Terms. You understand and agree that you may only purchase CADC and redeem CADC for CAD in your Authorized Participant Account directly with Loon to the extent that you have an Authorized Participant Account in good standing.

(b) Your use of CADC and CADC Services is subject to these Terms and Loon's obligations hereunder are conditional on you complying with its provisions. You understand that any violation of these Terms may result in potential consequences, including the possible loss or forfeiture of CAD or CADC.

(c) You understand and agree that sending CADC to another address automatically transfers and assigns to the owner of that address, and any subsequent holder of CADC, the right to redeem CADC for CAD funds with Loon so long as the holder of CADC is eligible to, and does, register an Authorized Participant Account. For the avoidance of doubt, if a holder of CADC is not eligible to become an Authorized Participant and register an Authorized Participant Account, or fails to do so, such holder is not entitled to redeem CADC directly with Loon.

(d) Each CADC is intended to maintain a value of 1 CAD. In order to issue 1 CADC, a corresponding 1 CAD is held in the Reserve Account. Loon commits to redeem 1 CADC for 1 CAD, subject to these Terms, applicable law, and any fees where applicable. While Loon may hold the Reserve Assets in interest-bearing accounts, you acknowledge that you are not entitled to any interest or other returns earned on such funds. CADC does not itself generate any interest or return for holders of CADC and only represents your right to redeem CADC for an equivalent amount of CAD through your account with Loon.

7. Applicable Laws and Regulations

(a) Your holding and use of CADC, and any use of the CADC Services, is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering (“AML”) and counter-terrorist financing (“CTF”) legislation, regulations and sanctions. You agree to act in compliance with and be legally bound by these Terms and all applicable laws and regulations. Your use of CADC and the CADC Services is conditional on your continued compliance at all times with these Terms and all applicable laws and regulations.

(b) Applicable laws require us to prevent Restricted Persons from holding CADC using CADC Services. A Restricted Person means any person that is the subject or target of any sanctions, including a person that is:

• (i) named in any Sanctions-related list maintained by the Government of Canada, including by not limited to the Consolidated Canadian Autonomous Sanctions List administered by Global Affairs Canada, or any similar list maintained by any other relevant Canadian governmental authority; the U.S. Department of State; the U.S. Department of Commerce, including the Bureau of Industry and Security's Entity List and Denied Persons List; or the U.S. Department of the Treasury, including the OFAC Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List, and the Foreign Sanctions Evaders List; or any similar list maintained by any other relevant governmental authority;
• (ii) located, organized, or resident in a country, territory, or geographical region that is the subject of sanctions imposed or implemented by the Government of Canada or the Government of the United States of America (a “Restricted Territory”); or
• (iii) owned or controlled by any such person or persons listed above.

8. Eligibility; Limitations

(a) Authorized Participant Accounts, CADC Services and support for CADC is currently only available to parties located in jurisdictions not subject to Canadian sanctions. For a current list of countries subject to Canadian sanctions, please visit: here.

(b) By holding or using CADC, or accessing or using the CADC Services, you represent and warrant that:

• You are at least 18 years old and have reached the age of majority required to use the CADC Services in the jurisdiction where to reside as of the time that you register with us, are not a Restricted Person, and are not holding CADC on behalf of a Restricted Person.
• You will not be using CADC or the CADC Services (as applicable) for any Restricted Activity.
• You understand that there are additional representations and warranties made by you elsewhere in (or by reference in) these Terms and that any misrepresentation by you is a violation of these Terms.

(c) If Loon suspects or determines that you or any of your authorized users or customers, as applicable, have violated this these Terms, including, but not limited to, attempting to transact or transacting with Blocked Addresses or attempting to engage or engaging in Restricted Activities or Prohibited Transactions, and you have an Authorized Participant Account, then Loon may be forced to terminate your Authorized Participant Account and you may forfeit any CAD funds otherwise eligible for redemption.

(d) Any funds, fiat currency or digital assets, used by you in connection with the CADC Service are yours or you have the legal authority to use them and they are not subject to any liens, security interest or claims of any nature.

(e) Notwithstanding the foregoing, Loon may determine not to make CADC or the CADC Services, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on your location. We may also, without liability to you or any third party, refuse to let you register for an Authorized Participant Account.

(f) We do not own or control the Supported Blockchains. We make no representations or warranties with respect to the operational framework or the continuous functionality of these blockchains.

(g) You have a sophisticated understanding of technical and business matters relating to digital assets and blockchain technology to understand these Terms and to appreciate the risks and implications of purchasing or otherwise dealing with CADC or utilizing the CADC Services.

(h) You waive your right to participate in a class action lawsuit or a class-wide arbitration against Loon and its affiliates, and service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives in connection with any dispute arising out of these Terms, your use of CADC or the CADC Services.

(i) Use of certain CADC Services in an Authorized Participant Account may have further eligibility requirements that will need to be verified prior to you using such CADC Services, or from time to time in order to continue your use of the CADC Services, and may be subject to additional terms and conditions.

9. Support

Please visit Support here or contact Support at legal@loon.finance to report any violations of these Terms or to ask any questions regarding these Terms or the CADC Services, as applicable.

10. AML and CTF Compliance

Our AML and CTF procedures are guided by all applicable laws and regulations regarding AML and CTF. These standards are designed to prevent the use of the CADC Services for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing or any other financial crimes.

11. CADC Support Only; Copies, Forks & Advanced Protocols Not Supported

(a) Your Authorized Participant Account supports sending and receiving CADC. If you attempt to send any other virtual currency, token, digital currency, or similar digital assets other than CADC (“Other Digital Assets”) to your Authorized Participant Account, such Other Digital Assets may be lost forever. If you attempt to send CADC from your Authorized Participant Account to a wallet or address that is not compatible with a Supported Blockchain, your CADC will be lost forever. Loon bears no responsibility for any losses you might incur as a result of you sending Other Digital Assets to your Authorized Participant Account or you sending CADC from your Authorized Participant Account to a wallet or address that is not compatible with a Supported Blockchain.

(b) As a result of the decentralized and open source nature of CADC it is possible that a party unaffiliated with Loon could create an alternative or equivalent version of CADC either on one of the Supported Blockchains or on an unsupported blockchain (a “copy”) that operate independently from CADC. Similarly, it is possible that a party unaffiliated with Loon may create an asset and purport that such asset is collateralized by or otherwise incorporates CADC into its design (a “wrapper”). Loon supports only CADC and is under no obligation to support any copies of CADC or wrappers and assumes no responsibility for any value that might be lost as a result of this lack of support of copies of CADC. For the avoidance of doubt, Loon supports and redeems only the official CADC at the smartcontract addresses it publishes for supported blockchains, and assumes no responsibility or liability for any wrapped, bridged, mirrored, synthetic or other derivative tokens purporting to represent CADC.

(c) As a result of the decentralized and open source nature of the blockchains on which CADC is supported, it is possible that a party unaffiliated with Loon could create an alternative version of the blockchain (a “fork”). Note that in the event of a fork of one of the Supported Blockchains, Loon may be forced to suspend all activities relating to CADC (including minting CADC, redeeming CADC for CAD, or sending and receiving CADC) for an extended period of time until Loon has determined in its sole discretion that such functionality can be restored (“Downtime”). This Downtime will likely occur immediately upon a “fork”, potentially with little to no warning, and during this period of Downtime you will not be able to conduct various activities involving CADC. In the event of a fork of one of the Supported Blockchains, Loon shall, in its sole discretion, determine which fork it will support, if any, and publish this information on Loon's Site.

12. Supported Blockchains and Smart Contract Modifications

(a) CADC operates on Supported Blockchains. Loon does not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise with any CADC Supported Blockchain. Any such attacks or delays on any CADC Supported Blockchain might materially delay or prevent you from sending or receiving CADC, and Loon shall bear no responsibility for any losses that result from such issues.

(b) In the event of a security issue with a Supported Blockchain, Loon may be forced to suspend all activities relating to CADC (including minting CADC, redeeming CADC for CAD, or sending and receiving CADC) for an extended period of time until such security issue has been resolved and CADC Services can be restored. Such a security issue may occur suddenly, potentially with little to no warning, and during this period of time you will not be able to conduct CADC Services.

(c) Loon reserves the right to migrate CADC to another blockchain or protocol in the future in its reasonable discretion. Upon Loon's request, you agree to take any and all actions reasonably necessary to effectuate the migration of your CADC to another blockchain or protocol identified by Loon. If you fail to effectuate such migration, the CADC may not be compatible with your Authorized Participant Account going forward. Loon will not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable by the parties, which you may suffer, sustain or incur, arising out of or relating to your failure to effectuate such migration of your CADC to another blockchain or protocol identified by Loon.

13. Privacy, Communications

(a) We are committed to protecting your personal information and helping you understand exactly how your personal information is being used. You should carefully read the Loon Privacy Policy, as it provides details on how your personal information is collected, stored, protected, and used.

(b) By entering into these Terms, you agree to receive electronic communications and notifications with respect to CADC generally and the CADC Services.

(c) In addition to the collection, use, and disclosure of your Personal Information set out in our Privacy Policy, we may, with your consent, use your Personal Information to market our products and services to you, including by the use of electronic communications such as email, direct messaging, and text messaging, and through the use of telemarketing. You may withdraw your consent to such uses at any time.

14. Limited License; IP Rights

(a) You retain ownership of all your content that you post, upload to, or otherwise share on the Loon Site and/or in connection with the CADC Services. However, by posting, uploading, or sharing your content, you grant us a non-exclusive, sub-licensable, royalty-free, worldwide, and perpetual license to use, copy, reproduce, create derivative works from, and display your content in connection with the Services.

(b) All Loon Content, the selection, compilation, arrangement and presentation of all materials, and the overall design of the CADC Services are copyrighted by us or our licensors, and are protected by Canadian and international intellectual property laws. Use of the Loon Content without our express prior written permission is strictly prohibited.

(c) The “Loon” logo, and any other trademarks used on the CADC Services are trademarks or registered trademarks of Loon or its licensors, in Canada and other countries. Our trademarks may not be used in connection with any product or service without our express written permission.

(d) Subject to any applicable law (and, in the case of Personal Information, our Privacy Policy), any communications that you send or which are sent to you via the CADC Services, whether solicited by us or otherwise, are on a non-confidential basis, and we are free to use and disclose the content of any such communication, including any ideas, inventions, concepts or know-how disclosed therein, for any purpose including developing, manufacturing and/or marketing goods and services. You agree to not assert any ownership right of any kind in such communications (including copyright, trademark, patent, unfair competition, moral rights, or implied contract). If you send Submissions to us or otherwise in connection with your use of the CADC Services, you automatically grant to us and our successors and assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or anyone else, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of us or our successors or assigns. You waive all author's moral rights in your content and Submissions (including the right to be associated with your content or Submission) upon submission, as well as the right to receive any financial or other consideration in connection with your content and Submissions.

(e) Subject to these Terms, you are granted a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license to use the CADC Services, including the content therein and the services accessible through them solely for approved purposes as determined by Loon. You are also granted a limited, non-exclusive right to create a hyperlink to the CADC Services, other than to those portions of the CADC Services where registration is required. Other than as set out in this paragraph, nothing in these Terms gives you any license, right, title, or ownership of, in, or to the Loon Site or the CADC Services.

15. CADC Risk Factors

(a) There are significant risks associated with CADC and the CADC Services, including the possibility that CADC may trade above or below par on secondary markets due to factors outside our control, and that operational or market stress could trigger heavy redemptions or impair the orderly performance of the CADC Services. CADC is not insured, and redemption by end users depends on the financial and operational stability of Authorized Participants and the adequacy and accessibility of the Reserve Account held with the Custodian, which itself carries custodial, operational, and insolvency risks. Because Loon is a non-investment fund entity, Authorized Participants do not benefit from the governance, oversight, capital, or disclosure protections applicable to investment funds, and Loon's own financial resources may be insufficient in periods of stress or evolving regulatory requirements. Additional risks arise from reliance on their technology, personnel, liquidity, and operational integrity. Redemptions may be suspended, which could restrict liquidity and adversely affect value. CADC also faces risks inherent to digital assets and public blockchain networks, including network outages, attacks, forks, governance failures, increased transaction fees, loss of private keys, cyber security incidents, limited operating history, declining demand for digital assets, adverse regulatory developments, potential refusals by financial institutions to process transactions, uncertain tax treatment, and vulnerabilities in the cryptographic systems that support the underlying blockchains. This is only a summary of the material risks, and not a complete statement of all risks. In purchasing CADC via the CADC Services you acknowledge that you are aware of and are able to bear the economic consequences of these risks.

(b) Loon reserves the right to “block” certain CADC wallet addresses and, if such wallet addresses are Loon-custodied addresses, freeze associated CADC (temporarily or permanently) that it determines, in its sole discretion, may be associated with illegal activity or activity that otherwise violates these Terms (“Blocked Addresses”). In the event that you send CADC to a Blocked Address, or receive CADC from a Blocked Address, Loon may freeze such CADC and take steps to terminate your accounts or agreements with Loon. In certain circumstances, Loon may deem it necessary to report such suspected illegal activity to applicable law enforcement agencies and you may forfeit any rights associated with your CADC, including the ability to redeem CADC for CAD. Loon may also be required to freeze CADC and/or surrender associated CAD held in the Reserve Account in the event it receives a legal order from a valid government authority requiring it to do so. CADC is issued and redeemed in accordance with Loon's Blocked Address Policy. Loon reserves the right to block the transfer of CADC to and from an address on chain as permitted under the blocklisting policy.

16. Third Parties

(a) You acknowledge and agree that Loon does not control, endorse, or assume any responsibility for the conduct, products, or services of third parties who use or integrate CADC, including but not limited to Authorized Participants, platforms facilitating CADC trades, or merchants accepting CADC as payment.

(b) Loon disclaims all liability for any loss, damage, claim, or dispute arising from your interactions with such third parties. This includes, without limitation: (i) any failure by such third parties to comply with applicable laws or regulatory requirements (including AML, CTF, sanctions, or consumer protection laws); (ii) the quality, legality, or delivery of any products or services offered or purchased using CADC; or (iii) any dissatisfaction you may have with a third party's offerings, business practices, or handling of CADC transactions.

(c) Any dispute or issue relating to goods or services purchased from a third party using CADC must be resolved directly with the applicable third party. Loon is not responsible for mediating, refunding, or otherwise intervening in such disputes and makes no representations or warranties regarding the resolution of such matters.

17. Certain Transaction Terms

(a) For each purchase or redemption of CADC, you acknowledge and agree that your order becomes final, binding and irrevocable as of the earliest of: (i) your confirmation of the order within the Authorized Channels (as defined below); (ii) our issuance within the Authorized Channels of an “accepted,” “processing,” “in progress,” or similar status; or (iii) our initiation, queuing, or broadcast of any related transaction on a Supported Blockchain or corresponding fiat transfer to or from the Reserve Account (the “Irrevocability Point”). After the Irrevocability Point, you have no right to modify, cancel, or reverse the order, and we have no obligation to accept or implement any change request.

(b) You must submit all orders, instructions, destination wallet information, and any change requests exclusively through Loon Site interface(s) or Loon-approved application programming interfaces (collectively, the “Authorized Channels”). Instructions or change requests delivered by email, telephone, messaging applications, or other means outside the Authorized Channels are ineffective unless and until expressly acknowledged by us within the Authorized Channels. We have no obligation to monitor, reconcile, or act on off-platform communications, and no liability for processing an order in accordance with the last effective instructions submitted via the Authorized Channels.

(c) Our internal logs, records, and timestamps (including order status changes within the Authorized Channels and system clock time) are conclusive evidence of the timing of your order, any change requests, and the Irrevocability Point, absent manifest error.

(d) Any change to an order, including a change to a destination wallet address or Supported Blockchain, is only effective if (i) submitted through the Authorized Channels, (ii) expressly acknowledged by us within the Authorized Channels as “accepted,” and (iii) occurs before the Irrevocability Point. We may reject or disregard any change request for any reason, including if submitted at or after the Irrevocability Point. We are not responsible for reconciling conflicting or multiple instructions and may rely on the most recent effective instruction acknowledged within the Authorized Channels.

(e) We reserve the right to (i) change, suspend, or discontinue any aspect of the CADC Services at any time, including hours of operation or availability of any feature, without notice and without liability, and (ii) decline to process any issuance or redemption without prior notice and to limit or suspend your use of one or more CADC Services at any time, in our sole discretion. Our rights under this Section 17(e) are subject to applicable law and licenses, including our reasonable suspicion of inappropriate or illegal conduct. We may, in our sole discretion, delay issuances or redemptions if we reasonably believe the transaction is suspicious, may involve fraud or misconduct, violates applicable laws, or violates these Terms. Suspension of your use of any CADC Services will not affect your rights and obligations under these Terms.

(f) We may, but are under no obligation to, provide pre-execution confirmations, previews, or secondary verifications of order details (including destination wallet addresses). Any failure to provide or obtain a pre-execution confirmation will not create liability for Loon nor impose a duty to halt, modify, or reverse a transaction.

(g) You remain solely responsible at all times for the accuracy and compatibility of any destination wallet address and for specifying a wallet that is compatible with the relevant Supported Blockchain. We are not responsible for any loss resulting from an incorrect, incompatible, or ineligible address, including addresses that are custodial, require memo/payment identifiers, or are otherwise not capable of receiving CADC.

(h) By providing a destination wallet address, you represent and warrant that you own, control, and will maintain access to that wallet, and that you have full authority to receive CADC at that address. You acknowledge that we have no duty to verify your ownership of, or access to, a destination wallet and that we have no responsibility for, and will bear no risk of, your loss of access to a destination wallet at any time.

(i) Transfers of CADC on Supported Blockchains are irreversible once initiated. We have no ability or obligation to cancel, recall, reverse, or retrieve CADC after transmission to the destination wallet address provided by you. If you provide an incorrect or unintended address, or later determine you do not have access to the address provided, you may permanently lose the CADC. If, in our sole discretion, we attempt any recovery as a courtesy, you remain responsible for all associated costs and we do not guarantee any recovery. All payments made to Loon are final, non-refundable, and non-reversible and are subject to this Section 17(i).

(j) You authorize us to execute your order as soon as commercially reasonable after submission and acceptance within the Authorized Channels. We are not responsible for delays caused by payment system timing, network congestion, blockchain conditions, compliance reviews, or other operational factors, and we may execute an order before we receive any subsequent off-platform communication from you without liability. You may incur a percentage-based fee that will be disclosed to you at the time of each transaction where you request to exchange CAD for CADC or CADC for CAD. We may charge fees for transactions involving CADC or CAD to cover applicable bank, wire, or other fees and will display applicable fees prior to you completing the transaction. Your bank or card issuer may charge separate fees. We reserve the right to report, suspend, and/or terminate Authorized Participant Accounts for chargeback abuse. Your bank may charge you non-sufficient funds (“NSF”) or overdraft fees if you do not have sufficient funds to complete a transaction, and you are responsible for maintaining an adequate balance in your Authorized Participant Account to avoid such fees. Any and all NSFs are your sole responsibility.

(k) All transactions involving CADC are facilitated by and dependent upon the performance and functionality of the Supported Blockchains and their respective smart contracts. You acknowledge that the execution, settlement, and recording of such transactions are subject to the operational capacity and reliability of these Supported Blockchains. Transactions may be delayed, disrupted, or otherwise affected by issues inherent in the underlying blockchain technology, such as network congestion, reorganization of the blockchain, or other technical disruptions. Loon shall not be liable for any losses suffered due to such disruptions. Should a Supported Blockchain update or migration be necessary, Loon reserves the right to facilitate this transition, which may include pausing or discontinuing support for previous versions of the Supported Blockchain. You agree to comply with any requirements to exchange or migrate your CADC as dictated by Loon.

(l) In the event of inconsistent or multiple communications from you regarding an order, the following will control: (i) instructions or change requests acknowledged within the Authorized Channels before the Irrevocability Point; then (ii) the last order details confirmed within the Authorized Channels; and (iii) any off-platform communications expressly acknowledged by us within the Authorized Channels. Any communications received at or after the Irrevocability Point have no effect unless we agree otherwise within the Authorized Channels.

(m) We do not continuously monitor email inboxes, messaging applications, or other non-Authorized Channels for time-sensitive order changes. You assume all risk associated with sending off-platform communications that may be delayed, missed, or received after the Irrevocability Point.

(n) To the maximum extent permitted by applicable law, Loon will have no liability for losses arising out of or related to: (i) your provision of false, incorrect, incomplete, untimely, or incompatible information (including any destination wallet address), (ii) your change requests that are not submitted and acknowledged within the Authorized Channels before the Irrevocability Point, (iii) your loss of access to a destination wallet, or (iv) our execution of an order in accordance with the last effective instructions submitted via the Authorized Channels. Loon has no duty to verify your ownership of, access to, or authority over any destination wallet.

(o) Without limiting any other indemnity in these Terms, you agree to indemnify, defend, and hold harmless Loon from and against any claims, losses, costs, damages, fines, penalties, liabilities, and expenses arising out of or relating to any misinstruction, erroneous or incompatible destination wallet address, or untimely change request submitted by you.

(p) In executing orders, Loon acts on an execution-only basis and does not undertake any advisory, verification, best execution, or fiduciary duties. You are solely responsible for verifying all order parameters prior to submission.

(q) You are responsible for complying with applicable law. You agree that Loon is not responsible for determining whether or which laws may apply to your transactions, including tax laws. You are solely responsible for reporting and paying any taxes arising from your use of CADC or the CADC Services, including accurate reporting of the tax or legal status of CADC in your jurisdiction.

18. Restricted Activities

In connection with your holding or use of CADC, or the CADC Services (as applicable), you hereby agree that you will not:

• (a) Violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member (for example, those laws, rules, or regulations governing financial services, controlled substances, or consumer protections);
• (b) Partake in a transaction which involves the proceeds of any unlawful activity;
• (c) Partake in any transaction involving online gambling, except where permitted by law;
• (d) Defraud or attempt to defraud Loon or any other Authorized Participant;
• (e) Infringe our or any third party's intellectual property;
• (f) Provide false, inaccurate or misleading information;
• (g) Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data or information;
• (h) Interfere with another individual's or entity's access to or use of any part of the CADC Services;
• (i) Defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights of others;
• (j) Publish, distribute or disseminate any unlawful material or information;
• (k) Transmit or upload any viruses, Trojan horses, worms, or any other malicious programs;
• (l) Access the CADC Services directly through application programming interfaces (except as explicitly approved by us in writing);
• (m) Act as a payment intermediary or aggregator or otherwise resell CADC, unless authorized by us in writing;
• (n) Transfer any rights granted to you by us to another party;
• (o) Use another user's password for any purpose;
• (p) Compromise other Authorized Participant's Accounts, computer systems or networks through any means; and
• (q) Use any Authorized Participant Account other than the single Authorized Participant Account created with your real identity.

19. Prohibited Transactions

Using CADC or the CADC Services for transactions related to the following is prohibited, and Loon reserves the right to monitor and, if appropriate, block or otherwise prevent transactions that relate to:

• (a) Operating as an unlicensed money transmitter, money service, payment service provider, e-money, or any other financial services business which requires licensure, including but not limited to exchanges of digital assets, sales of money orders or traveler's checks, and escrow services;
• (b) Counterfeit products or any product or service that infringes upon the copyright, trademark, or trade secrets of any third party;
• (c) Stolen goods;
• (d) Gambling, except where permitted by law;
• (e) Narcotics, controlled substances, prescription and pharmaceutical services, drug paraphernalia, or any substances designed to mimic illegal drugs;
• (f) Sports forecasting or odds-making, except where permitted by law;
• (g) Prostitution, except where permitted by law;
• (h) Violent acts towards self or others, or activities or items that encourage, promote, facilitate or instruct others regarding the same;
• (i) Funding any of the items included on this list;
• (j) Extortion, blackmail, or efforts to induce unearned payments;
• (k) Unlicensed sale of firearms and weapons, except where permitted by law;
• (l) Deceptive marketing practices; and
• (m) Any business that violates any law, statute, ordinance or regulation.

20. Finality of Payments

You acknowledge and agree that: (i) all payments you make to Loon, including Interac e-Transfers, wire transfers and any other electronic funds transfers we may permit from time to time (collectively, “EFT”), are final, non-cancellable, non-refundable, and non-reversible once initiated; (ii) you will not initiate, request, or assist in any chargeback, recall, reversal, clawback, stop payment, dispute, investigation or similar action with your financial institution or any intermediary in respect of any EFT you send to the Company; and (iii) any refund, if provided, will be made solely in the Company's discretion, net of applicable fees.

If you or your financial institution initiates or effects any chargeback, recall, reversal, clawback, stop payment, dispute, or similar action contrary to this acknowledgement, you remain liable to the Company for the full amount of the original payment, any replacement funds remitted by the Company, any CADC or fiat delivered, and all related costs, fees, assessments, interest, penalties, legal fees, and expenses. The Company may, without notice, suspend or terminate your Account, withhold or offset amounts otherwise payable to you, and engage collection efforts to recover any such amounts. You authorize the Company to set off and apply any amounts owed to you against any amounts you owe to the Company under these Terms.

Nothing in this clause limits the Company's right to delay or decline a transaction for compliance, fraud prevention, or operational reasons. For clarity, this clause does not affect any non-waivable rights you may have under applicable law that cannot be disclaimed by contract.

21. Records

Loon will maintain a record of your transaction history. This transaction history will include all transactions you complete with Loon including minting CADC, redeeming CADC for CAD, and transferring CADC.

22. Indemnification; Release

(a) You agree to indemnify, defend, and hold harmless Loon and its affiliates, and service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives, from any and all claims, losses, costs, damages, fines, penalties, liabilities and expenses (including reasonable legal fees) arising out of your (or anyone using your password or user name) use of the CADC Services, connection thereto, or any breach of these Terms, your violation of any law or regulation or your holding or use of these Terms. We may, at our sole discretion, assume the exclusive defense and control of any matter subject to indemnification by you. The assumption of such defense or control by us, however, shall not excuse any of your indemnity obligations.

(b) If you have a dispute with one or more Authorized Participants or third parties affiliated with CADC in any manner, you release Loon (and its affiliates and service providers, and each of their officers, directors, agents, joint ventures, employees and representatives) from all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

(c) Loon is not responsible for the resale, secondary market transfer, or redemption of CADC by or to any person other than an Authorized Participant and except in accordance with these Terms. Loon does not warrant the legality, suitability, or availability of CADC in any jurisdiction beyond its agreement with Authorized Participants as set out in these Terms.

23. Limitation of Liability

(a) YOU EXPRESSLY UNDERSTAND AND AGREE THAT LOON AND OUR AFFILIATES AND SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF LOON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE CADC SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE CADC SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICES.

(b) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE CADC SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE CADC SERVICES AND TERMINATE YOUR ACCOUNT.

(c) THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. LOON, OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINTVENTURERS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. LOON MAKES NO WARRANTY THAT (I) THE CADC SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE CADC SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, CADC SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.

(d) Loon will make reasonable efforts to ensure that requests for CADC purchase or redemption transactions are processed in a timely manner, but Loon makes no representations or warranties regarding the amount of time needed to complete processing because the CADC Services are dependent upon many factors outside of our control. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.

24. Dispute Resolution

(a) You and we agree that any dispute arising under or relating to your use of CADC or the CADC Services (or any action by us affecting your Authorized Participant Account), can be resolved by binding arbitration if requested by either of us, instead of in court. Any claim (except for a claim for intellectual property infringement, abuse of the CADC Services by any Authorized Participant or the validity or enforceability of this arbitration provision, including the class action waiver) shall be resolved by binding arbitration if either side requests it.

(b) Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought, in an individual capacity only, and not on a class-wide or representative basis, in the courts in the province of Alberta without the posting of a bond), any dispute between you and Loon related in any way to, or arising in any way from your dealing with CADC, the CADC Services or these Terms (“Dispute”) shall be finally settled on an individual, non-representative basis in binding arbitration in accordance with the Canadian Arbitration Association Arbitration Rule for arbitration of consumer-related disputes, as modified by this Section 24 of these Terms, or in accordance with rules on which we may mutually agree; provided, however, that to the extent a Dispute is within the scope of a small claims court's jurisdiction, either you or Company may commence an action in small claims court in the province of Alberta, to resolve the Dispute.

(c) Any arbitration will be conducted by a single, neutral arbitrator and shall take place in Alberta, Canada. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys' fees when authorized by law. The arbitral decision may be enforced in any court of competent jurisdiction. An arbitral decision is subject to very limited review by a court.

(d) You may reject the arbitration agreement set forth in this Section 24 but only if we receive from you a written notice of rejection within 30 days of your creation of your Authorized Participant Account. You must send the notification of rejection to legal@loon.finance. Your rejection notice must include your name, address, phone number, registration email, user ID, and personal signature. No one else may sign the rejection notice for you. Your rejection notice also must not be sent with any other correspondence. Rejection of arbitration will not affect your other rights or responsibilities under these Terms. If you reject arbitration, neither you nor we will be subject to the arbitration provisions set forth in this Section 24.

25. Force Majeure

Loon shall have no liability for any failure or delay resulting from any condition beyond our reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labor conditions, power failures, equipment failures, and internet disturbances.

26. Amendments

(a) Loon may amend any portion of these Terms at any time by posting the revised version of these Terms with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you access or use CADC or the CADC Services after the initial posting of the revised Terms and shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the CADC Services and terminate your Authorized Participant Account (if any). You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of these Terms.

(b) If the revised Terms includes a material change, we will provide you with prior notice via our website and/or email before the material change becomes effective. For this purpose, a “material change” means a significant change other than changes that (i) are to your benefit, (ii) are required to be made to comply with applicable laws and/or regulations (iii) relates to a new product or service made available to you, or (iv) otherwise clarifies an existing term.

27. Assignment and Third-Party CADC Holders

(a) You may not transfer or assign these Terms or any rights or obligations hereunder, by operation of law or otherwise and any such attempted assignment shall be void, subject to the following exception. Sending CADC to an address will automatically transfer and assign to that CADC holder, and any subsequent CADC holder, the right to redeem CADC for CAD so long as the CADC holder is an Authorized Participant.

(b) We reserve the right to freely assign these Terms and the rights and obligations of these Terms to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop holding and using CADC and may also stop using the CADC Services, and terminate these Terms by contacting legal@loon.finance and asking us to close your Authorized Participant Account.

28. Survival

Upon termination of these Terms and termination of your Authorized Participant Account, all rights and obligations of the parties that by their nature are continuing will survive such termination.

29. Website; Third Party Content

Loon strives to provide accurate and reliable information and content on the Loon Site, but such information may not always be correct, complete, or up to date. Loon will update the information on the Loon Site as necessary to provide you with the most up to date information, but you should always independently verify such information. The Loon Site may also contain links to third-party websites, applications, events or other materials (“Third Party Content”). Such information is provided for your convenience and links or references to Third Party Content do not constitute an endorsement by Loon of any products or services. Loon shall have no liability for any losses incurred as a result of actions taken in reliance on the information contained on the Loon Site or in any Third Party Content.

30. General

(a) These Terms shall be governed by and construed in accordance with the laws of the province of Alberta without giving effect to its conflict of law provisions. You agree that you will bring any claim or cause of action arising out of these Terms and your use of the CADC Services in the courts located within Alberta, and you also agree to submit to the personal and non-exclusive jurisdiction of those courts.

(b) If any provision contained in these Terms is determined unenforceable, then such provision will be severed and replaced with a new provision that most closely reflects the intent of the original provision, and the remaining provisions of these Terms will remain in full force and effect.

(c) No waiver of any provision of these Terms shall be effective except pursuant to a written instrument signed by us expressly waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. You agree that any failure on our part to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

(d) You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms and/or your use of the Services.

(e) You may not assign any right, interest, or benefit provided under these Terms or the Services without our express prior written consent, but may be assigned by the Company without restriction, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Company. Any attempted transfer or assignment in violation hereof shall be null and void.

(f) Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

(g) These Terms set forth the entire agreement between you and us, and supersede any and all prior communications, agreements and proposals, whether electronic, oral or written, between you and us with respect to the Services.

31. Contact

You may contact Loon by mail at: 500 4th Avenue SW, Suite 2500, Calgary, Alberta, T2P 2V6, Canada or by email at legal@loon.finance.