Terms and Conditions of Use

1. Overview of Loon's Business

Loon Technology Inc ("Company") currently offers three services to its Users:

CADC Exchange: Company allows Users to exchange CAD for CADC and CADC for CAD ("CADC Exchange Services"). CADC is a digital asset that is pegged to the value of the Canadian dollar and is issued by the Company. CADC tokens are backed 1:1 with CAD held in trust by a Canadian financial institution. For more information on CADC, please visit: loon.finance

At this time, all Users of Company must have Canadian bank accounts to use our Services. Although Company provides stablecoins that are pegged to a fiat currency other than CAD, Company does not accept, nor provide any other fiat currency other than CAD and USD at this time. Additionally, all Users of Company must be banking with a Canadian financial institution. Finally, Company does not accept any physical cash, cheques, or money orders. Company only accepts funds transferred directly from a bank via e-transfer or wire transfer.

Company is not responsible or liable for any customer funds, and directs any digital money to customer owned bank accounts. Any stablecoins purchased by customers will similarly be sent to customer owned crypto wallets. Company does not hold custody of customer funds. Company is not a marketplace. Company acts as the counterparty for every trade. Company does not guarantee the value of the stablecoins.

Company does not endorse any products and uses of stablecoins. Products and services using the company to enable exchange of Canadian dollars or USD to stablecoins or stablecoins to Canadian dollars or USD are not the property of the company and the company holds no promise of products or services offered by third-party companies.

Stablecoin values after transactions with the company are completed are not guaranteed. Any change in value of the stablecoins are subject to market conditions and the company cannot guarantee the future value of the stablecoins.

2. Definitions

3. Accepting These Terms

Please read these Terms before using the Services. If you do not agree to these Terms, you may not use the Services. When you use the Services, you represent and warrant that you have the legal capacity to form a binding contract with us and are doing so by your agreement to these Terms.

Please be aware that your consent to the electronic delivery of disclosures is required to open an account or use any of the Services. If you are unable or unwilling to provide such consent, you will not be able to open an account. You may withdraw your consent to receive electronic communications at any time by sending us a written request by email to legal@loon.finance.

From time to time, and at our sole and absolute discretion, we may require you to agree to an amended version of these Terms by providing notice to you at least thirty (30) days in advance. If you do not agree with the amended version, you can choose to discontinue using the Services.

In order to use the Services, you must first provide the required identification information, to our satisfaction, pursuant to our Anti-Money Laundering Policy. We have engaged Equifax Canada Co. to assist us in verifying your identification information.

4. Privacy

We respect your right to privacy. All information that we may collect via the Services is subject to our Privacy Statement. The Privacy Statement is incorporated by reference into these Terms.

5. Permitted Users, Licenses and Compliance with Laws

You must be at least 18 years of age or older and the age of majority for using the Services in the jurisdiction in which you reside as of the time you use the Services.

The Services are intended for use from locations where such Services are legal. Any use by you of the Services from a location where the services are illegal is expressly prohibited.

Subject to these Terms, you are granted a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license to use the Services. You agree to abide by all applicable laws in connection with your use of the Services.

The Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Company is not responsible for any delays, delivery failures, or other damage resulting from such problems.

6. Copyright and Intellectual Property

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 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.

All Loon Content, the selection, compilation, arrangement and presentation of all materials, and the overall design of the Services are copyrighted by us or our licensors, and are protected by Canadian and international intellectual property laws.

"Loon" logo, and any other trademarks used on the 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.

7. Use Restrictions and Prohibited Conduct

When using the Services, you agree not to do any of the following:

• Threaten other Users with violence
• Use hateful, abusive, harassing, libelous, or obscene language towards other Users
• Post any material that infringes or violates any third party's copyright, trademark, or other proprietary rights
• Purchase or sell any Digital Asset with knowledge of any material, non-public information
• Exploit the Services for arbitrage opportunities that could disrupt normal trading patterns
• Engage in market manipulation activities such as wash trading or spoofing
• Use the Services in contravention of applicable laws including AML and KYC regulations
• Use or attempt to use another User's Account
• Disrupt or interfere with the security of the Services
• Use any automated means to purchase or sell Digital Assets

8. Your Account

By registering an Account, you make the following representations and warranties:

• Age and Capacity: You are at least 18 years of age and have reached the age of majority
• Accuracy of Information: All information provided during registration is truthful and accurate
• Understanding of Technology: You understand Digital Assets and blockchain technology
• Financial Risk: You understand the volatility and risks associated with Digital Asset markets
• Sanctions Compliance: You are not subject to any government sanctions or embargoes
• Legal Purpose: Your funds are not derived from illegal activities

You are solely responsible for maintaining the confidentiality of your account credentials and for any unauthorized use of your account.

You may register only one Account. We reserve the right to immediately close any additional accounts.

9. Purchaser's Acknowledgements

By purchasing via the Services, you agree and acknowledge that:

• The Company is not offering the Services pursuant to any Canadian securities laws
• We are not responsible for any loss arising from false, incorrect, or incomplete information you provide
• We do not own or control the underlying blockchain technologies
• We are not responsible for blockchain forks, disruptions, or technical anomalies
• Other than the representation that CADC is backed 1:1 with CAD, we make no warranties about Digital Assets
• Holding Digital Assets carries various risks that may cause the value to decrease to zero
• Digital Assets purchased are not protected by any government or insurance
• You are responsible for determining any tax implications
• Transactions that are not completed may be cancelled by Loon at any time

10. Personal Information and Marketing

In addition to the collection, use, and disclosure of your Personal Information set out in the Privacy Statement, we may, with your consent, use your Personal Information to market our products and services to you. You may withdraw your consent to such uses at any time.

11. Purchases

Purchases made via the Services are subject to the following terms:

• All orders confirmed by you are deemed final and are non-reversible
• Digital Asset deposits are subject to blockchain confirmations
• You will incur percentage-based fees that will be disclosed at the time of each transaction
• We reserve the right to establish and change transaction limits
• Final transaction amounts may differ up to $0.10 from displayed prices due to market fluctuations
• All transactions are facilitated by and dependent upon smart contracts
• The Company reserves the right to refuse or terminate Services without prior notice
• We make no guarantees on continuous availability of the Services

12. Trust Arrangement for CADC

Trust Creation and Beneficiary Consent: By using the CADC Exchange Services, you acknowledge and consent to the establishment of a trust whereby the Company acts as the trustee and all holders of CADC are the beneficiaries. Your use of the CADC Exchange Services constitutes explicit consent to your participation as a Beneficiary.

Role of the Trustee: As trustee, the Company holds fiduciary responsibilities to manage and operate the trust in the best interest of the Beneficiaries, including overseeing the issuance of CADC and maintaining adequate reserves.

Appointment of Custodian: The Company has appointed ATB Financial as the custodian for the trust. ATB Financial is responsible for holding and safeguarding the CAD exchanged for CADC.

Amendments: The Company reserves the right to make amendments to the trust arrangement as necessary to comply with legal requirements or enhance operations.

13. Disclaimers

The Services do not constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unauthorized or unlawful.

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS MAY NOT APPLY.

THIS LOON SITE, LOON CONTENT, THE SERVICES AND DIGITAL ASSETS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SAVE AND EXCEPT FOR THE REPRESENTATION THAT CADC TOKENS ARE FULLY BACKED 1:1 WITH CANADIAN DOLLARS, THE REPRESENTATIVES EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND.

You are solely liable for any claims arising out of your use of the Services, your breach of these Terms, or your violation of any applicable law.

14. Limitations of Liability

UNDER NO CIRCUMSTANCES SHALL COMPANY OR THE REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES OR DIGITAL ASSETS.

15. Indemnification

You agree to indemnify, defend, and hold harmless Company and the Representatives from any and all claims, losses, costs, damages, fines, penalties, liabilities and expenses arising out of your use of the Services or any alleged violation by you of these Terms.

16. Right to Terminate

We may at any time without notice decide to alter, amend, restrict, modify, or terminate the Services or any functionality thereof, all in our sole discretion.

If you breach any provision of these Terms, you may no longer use the Services and may have your account cancelled.

We reserve the right to suspend or cancel your account without notice at any time for any reason.

17. Dispute Resolution

You and we agree that any dispute arising under or relating to your use of the Service can be resolved by binding arbitration if requested by either of us, instead of in court.

Any dispute shall be finally settled on an individual, non-representative basis in binding arbitration in accordance with the Canadian Arbitration Association rules. Any arbitration will be conducted by a single, neutral arbitrator and shall take place in Alberta, Canada.

You may reject this Arbitration agreement within 30 days of your account creation by sending written notice to legal@loon.finance.

18. General

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.

These Terms set forth the entire agreement between you and us, and supersede any and all prior communications and agreements with respect to the Services.

19. Contact

Company can be contacted:

Appendix A: Prohibited Businesses and Uses

The following categories of businesses and activities are barred from using our services:

• Operating as an unlicensed money transmitter or financial services business
• Counterfeit products or products that infringe intellectual property rights
• Stolen goods
• Gambling, except where permitted by law
• Narcotics, controlled substances, or drug paraphernalia
• Prostitution, except where permitted by law
• Violent acts or activities that encourage violence
• Extortion or blackmail
• Unlicensed sale of firearms and weapons
• Deceptive marketing practices
• Any business that violates any law or regulation

Prohibited Uses: You may not use your Account to:

• Violate any law, statute, ordinance or regulation
• Partake in transactions involving proceeds of unlawful activity
• Defraud or attempt to defraud us or our members
• Infringe intellectual property rights
• Provide false, inaccurate or misleading information
• Interfere with another's access to the Services
• Transmit viruses or malicious programs
• Act as a payment intermediary unless authorized in writing
• Use another user's password or Account