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Terms of Service

Terms of Service

Version 1.0
Last updated 02 October 2025

When you use Overchain’s Website, App, Services, and Platform (collectively the “Platform”), these Terms of Service govern the relationship between you and Overchain (Canada) Limited, Ontario Corporation Number 1000853786 with registration address at 100 University Ave, Toronto, ON M5J 1V6, Canada.

1. Regulatory Compliance Statement

Overchain (Canada) Limited is a Money Services Business (MSB) registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) and complies with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA), the Personal Information Protection and Electronic Documents Act (PIPEDA), governed by the laws of the Province of Ontario and federal laws of Canada and tax reporting under CRA. Overchain’s services are subject to ongoing regulatory supervision and reporting requirements. By using this Platform, you agree to comply with all applicable Canadian federal and provincial laws and regulations.

2. Definitions and Interpretation

2.1. Definitions

2.1.1. Account – An account created and maintained by Overchain for you, enabling access to and use of our Services, subject to Canadian MSB and securities regulations.

2.1.2. API – An application programming interface, a set of functions and procedures that allow the creation of applications to access Services.

2.1.3. App – Overchain’s software application designed to perform the Services on a mobile device, computer, or digital platform.

2.1.4. Client, User, or You – An individual, merchant, or legal entity registered with us, holding an Account and using our Services, subject to Canadian eligibility and KYC requirements.

2.1.5. Cryptocurrency – A digital asset supported by us and defined as a “virtual currency” or “crypto-asset” under Canadian law, subject to FINTRAC guidance. Some cryptocurrencies may be considered securities or derivatives under Canadian securities law.

2.1.6. Digital Wallet – A wallet created and maintained for your Transactions that allows you to receive, store, and send supported Cryptocurrency pursuant to instructions you provide to us using our Services. Digital Wallets are custodial and subject to Canadian segregation and custody requirements.

2.1.7. Fiat Currency – Government-issued currency designated as legal tender in its country of issuance, supported by us and indicated on the Platform, and subject to Canadian MSB and AML requirements.

2.1.8. Fees – Payment or financial obligation imposed for a Service rendered to you. The Fee shall be either a fixed amount or calculated based on a specified rate or percentage of specific Services.

2.1.9. Order – Intention to sell, buy, exchange, or transfer Cryptocurrency in accordance with these Terms of Service and applicable Canadian law.

2.1.10. Overchain, We, Us, or Our – Overchain (Canada) Limited, Ontario Corporation Number 1000853786, a FINTRAC-registered MSB.

2.1.11. Platform – An IT solution developed by us which allows you to perform Cryptocurrency exchange and transmission operations, including Overchain’s Website and App, in compliance with Canadian law.

2.1.12. Services – Cryptocurrency exchange, merchant payment processing, Digital Wallet management, and any other services provided by us to you in accordance with these Terms of Service and Canadian law. Services are subject to ongoing KYC/AML, securities, and privacy compliance.

2.1.13. Transaction – A transaction on the Platform by which Cryptocurrency is exchanged to Fiat Currency, Cryptocurrency is exchanged to Cryptocurrency, or Fiat Currency is exchanged into Cryptocurrency, in accordance with these Terms of Service and Canadian law.

2.1.14. Website – Overchain.io

2.2. Interpretation

References to Articles or Sections shall be construed as references to these Terms of Service. References to legal acts include any amendments, modifications, extensions, consolidations, replacements, or re-enactments. Words in the singular include the plural and vice versa; references to persons include legal persons, unincorporated associations, and partnerships; words importing the masculine gender include the feminine and the neuter and vice versa; words “include”, “includes”, and “including” shall be deemed to be followed by the phrase “without limitation”.

3. Privacy and Data Protection (PIPEDA)

Overchain is committed to protecting your personal information in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA). By using the Platform, you consent to our collection, use, disclosure, and retention of your personal information as described in our Privacy Policy, which forms part of these Terms of Service.

3.1. You have the right to access, correct, and request deletion of your personal information, subject to legal and regulatory requirements.

3.2. Overchain will only collect, use, and disclose your personal information for purposes identified to you and as permitted or required by law.

3.3. Data may be transferred outside of Canada only in accordance with PIPEDA with appropriate safeguards.

3.4. Overchain will implement appropriate security measures to protect your personal information against unauthorized access, disclosure, copying, use, or modification.

3.5. If you are a Quebec resident, you have enhanced rights under Law 25, including the right to be informed of automated decision-making and to request information about profiling or automated processing.

3.6. Overchain does not rely on GDPR for compliance, but aligns privacy practices with Canadian law. Any references to GDPR or EU/UK privacy law are replaced by PIPEDA.

4. Compliance Warranty

Overchain (Canada) Limited warrants that it is a registered MSB with FINTRAC and complies with all applicable Canadian AML/ATF, securities, and privacy laws. Overchain will implement and maintain policies, procedures, and controls to ensure ongoing compliance with PCMLTFA, FINTRAC guidance, and PIPEDA.

5. Governing Law

These Terms of Service are governed by and construed in accordance with the laws of Canada and the Province of Ontario, unless otherwise specified. Any disputes arising from or relating to these Terms of Service shall be subject to the exclusive jurisdiction of the courts of Ontario, Canada.

6. Scope of the Terms of Service

These Terms of Service govern the use of our Platform, including, but not limited to, setting up an Account and provision of our Services that are available to you at any time during our relationship with you. We are solely entitled to define the scope of the Services available to you at any time during our relationship with you. Together with the Privacy Policy, Fee schedule and any other document (if any), these Terms of Service constitute a legally binding relationship between you and us.

7. Risks

7.1 The use, trading, and holding of cryptocurrencies and digital assets involve significant risks. The value of cryptocurrencies is highly volatile and may increase or decrease rapidly. You may lose all or part of your investment. Cryptocurrencies are not legal tender in Canada and are not backed by any government.

7.2 Overchain (Canada) Limited is registered as a Money Services Business with FINTRAC and complies with Canadian anti-money laundering regulations. However, cryptocurrencies and related products are not insured by the Canada Deposit Insurance Corporation (CDIC) or any other government deposit insurer. There is no guarantee of recourse or compensation in the event of a loss.

7.3 Operational risks include technology failures, cyber-attacks, hacking, loss or theft of digital assets, and disruptions to the blockchain or Overchain’s systems. Market risks include liquidity constraints, rapid price movements, and the potential for trading suspensions or restrictions.

7.4 You are solely responsible for understanding the risks associated with cryptocurrencies and for seeking independent financial, legal, or tax advice as needed. Investing in cryptocurrencies is complex and may not be suitable for everyone. By using Overchain’s Platform and Services, you acknowledge and accept these risks.

8. Access to Our Services

8.1. General

By accepting these Terms of Service, you acknowledge and agree that access to our Platform and Services is subject to our assessment of your eligibility, including, but not limited to, anti-money laundering (AML) and know your customer (KYC) requirements under Canadian law. Overchain (Canada) Limited is required by the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA), FINTRAC regulations, and other applicable Canadian laws to verify your identity, assess the nature and purpose of your business relationship, and conduct ongoing due diligence throughout the duration of your relationship with us.

To comply with these legal and regulatory obligations, you must provide all information, documents, and data requested by Overchain, including but not limited to:

8.1.1 Personal or business identification and verification documents;

8.1.2 Information regarding your business activities, ownership structure, and source of funds;

8.1.3 Up-to-date contact details and any other information relevant to your use of our Services. You are required to promptly inform Overchain of any changes in your circumstances that may affect your eligibility or compliance status, including (but not limited to) changes in:

8.1.4 Your legal form, control, or ownership (including beneficial ownership of 10% or more);

8.1.5 Your directors, officers, or ultimate beneficial owners;

8.1.6 Your business activities or purpose for using the Platform; 8.1.7 Your contact details, banking/payment information, or any other information previously provided.

If any information you have provided becomes false, inaccurate, or outdated, you must promptly notify Overchain in writing. Failure to do so may result in additional requirements, restrictions, or suspension or termination of your Account.

Overchain reserves the right to refuse any registration, suspend transactions, or terminate any relationship with any Client at its sole discretion, including but not limited to circumstances where you do not meet our customer due diligence standards or regulatory requirements, or where required by Canadian law, regulatory guidance, or risk management policies.

By accepting these Terms of Service, you represent and warrant that all information provided to Overchain is true, accurate, and complete, and you agree to cooperate fully with any requests for information or documentation as required by law or Overchain’s policies.

As the operator of the Platform, Overchain is obliged to comply with the requirements of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017). Therefore, by fulfilling the requirements under MLR 2017, Overchain will establish your identity before opening an Account for you.

Overchain will be entitled to request, and you will be obliged to submit information, data and documents, as well as to fill in questionnaires provided by Overchain to you and/or perform other actions that may be required to establish your identity to comply with the applicable law, detection of money laundering, terrorist financing, fraud, or any other financial crime. Overchain will retain the right to re-establish your identity at any time during the relationship with you and in connection to that, to request to submit to Overchain additional information, data and/or documents, fill in questionnaires and/or perform other actions. Failure to comply with this requirement or the negative result of such re-establishment of the identity will be subject to termination of the relationship with you.

Overchain will be entitled to request you to submit information, data and/or documents regarding the Transactions performed on your Account in order to justify such Transactions. Failure to comply with this requirement may result in suspension of your Account and our Services to you or may be subject to termination of the relationship with you. Where necessary, we shall request that you undergo an enhanced due diligence, which may require additional information, data and/or documents about yourself ,business or transactions to establish the source of your wealth and source of funds for any transactions carried out in the course of your use of the Platform. Failure to abide by these requirements may result in temporary or permanent cessation of Services provision and/or Account suspension.

8.2. Eligibility

You are only permitted to access our Platform and use our Services if you register with us and comply with all of the following criteria:

8.2.1 If you are an individual, you must be aged 18 years or older, taking into consideration the requirements of your citizenship country. By accepting these Terms of Service, you unconditionally and irrevocably undertake to indemnify any and all damage that we may suffer in relation thereto.

8.2.2 You are eligible to use our Services and hold an Account with us taking into consideration the requirements of your citizenship or registration country. You are solely responsible to assess if you are eligible to use our Services. In addition to the foregoing, you undertake to immediately cease using our Services should it become illegal under the law applicable to you. By accepting these Terms of Service, you unconditionally and irrevocably undertake to indemnify any and all damages that we may suffer in relation thereto.

8.2.3 You must have the capacity and, in case of a legal entity, be authorised to enter into and to be bound by these Terms of Service and any other document related thereto.

8.2.4 You must provide all of the information and/or data and/or documents required by us to set up an Account and verify your identity following our instructions.

8.2.5 We must be satisfied with the outcome of the identity, fraud, background checks, anti- money laundering and counterfeit terrorist checks or any other checks that we may deem necessary and fit Overchain conducts in relation to you at any time during our relationship. 8.2.6 We remain solely entitled to restrict or limit access and/or use of the Platform and/or Services in accordance with the Suspension section of the Terms and Services.

8.3. Your General Agreements and Promises

By accessing our Platform and using our Services, you:

8.3.1 confirm that if you are an individual, you are 18 years or older and you have the legal capacity to enter into and be bound by these Terms of Service and any other document related thereto. If that changes during our business relationship with you, you undertake to immediately inform us about that and cease using our Services. By accepting these Terms of Service, you unconditionally and irrevocably undertake to indemnify any and all damages that we may suffer in relation thereto.

8.3.2 confirm that if you are a legal entity, you have the capacity, and are authorised to accept and be bound by these Terms of Service and any other document in relation thereto and the person acting on your behalf of you is authorised to do so. You will be requested to provide duly authorised documents evidencing the right of the representative accessing or using our Platform and Services to act on your behalf. Failure to submit such documents will result in a denial to use our Platform and benefit from our Services.

8.3.3 authorise us to make the inquiries we consider necessary, from time to time, to verify your identity, undertake fraud checks and carry out other measures that of our view are fit and necessary to meet the requirements set forth in the applicable laws regarding the prevention of money laundering and terrorist financing and comply with our other legal obligations. You expressly consent to furnish any and all such information.

8.3.4 confirm that you have read and commit to be bound by these Terms of Service, our Privacy policy, AML notice and any other document, if any, in relation to provision of our Services to you.

8.3.5 undertake to pay all Fees associated with Transactions and Services in accordance with Article 14 of these Terms of Service.

8.3.6 confirm that you have sufficient knowledge of Cryptocurrencies to enter into Transactions and understand that you are solely responsible for determining the nature, potential value, suitability, risks and appropriateness of our Services. In addition to above, you acknowledge that Cryptocurrency is an unregulated digital asset and investments in Cryptocurrencies is not guaranteed. Cryptocurrencies are not covered by any deposit guarantee scheme. You are responsible for the protection and security of your Account.

8.3.7 confirm that you accept the risks of using our Services and accessing our Platform, and have read and understand the Risk Warning and Fraud Warning available on the Website;

8.3.8 cryptocurrencies are a risky asset class and trading in Cryptocurrencies increases those risks. You confirm that you understand and accept those risks.

8.3.9 confirm that we have not advised you to, nor recommended to you to use our Services and/or enter into Transactions related to Cryptocurrencies. For the avoidance of doubt, we do not provide investment, tax or legal advice, nor do we broker Transactions on your behalf. All Transactions are executed automatically, based on your instructions provided by you to us. You are solely responsible for determining whether any transaction is appropriate for you based on your personal objectives, financial standing and risk tolerance. We urge you to consult your legal or tax advisor regarding your specific situation.

8.3.10 acknowledge that we use third party providers, including, but not limited to, payment services providers required for us to provide our Services to you, and the failure of any of these providers could also lead to a loss of your assets.

8.3.11 confirm that your personal data and identifiers may be shared with appropriately authorised third parties, including, but not limited to, payment services providers required for us to provide our Services to you and in accordance with the applicable law regarding prevention of money laundering, terrorist financing and proliferation financing, and you undertake to provide us with any additional information we may request to comply with our legal responsibilities without undue delay. By accepting these Terms of Service, you represent and warrant that all of the above are true and accurate on the day of acceptance of these Terms of Service and shall remain each day so until you cease to use our Services.

8.4. Requirements Regarding Documents Submitted by You

8.4.1 You must submit duly certified copies of the documents required to establish your identity following the instructions provided by us. Notwithstanding the foregoing, we retain the right to request the hard copy of the document if we have any doubts regarding validity and/or legality of the document.

8.4.2 The documents or their copies must be of high resolution, all information must be clear and visible, there must be no amendments, deletions on the original of the document and its copy thereof. The documents or their copies that are issued outside of Canada must be duly authorized and legalized as required under Canadian law, unless otherwise instructed by us.

8.4.3 All documents (and such documents containing information) submitted by you to us shall be considered as true, effective and accurate on the day of the submission and shall remain as such on each day of the relationship with you.

8.4.4 All documents must be submitted in English language unless otherwise agreed with us in advance. In the event, translation of the documents is required, the translation must be duly authorized by the signature of the translator. All translation costs will be borne by you.

8.4.5 In the event, you fail to submit the documents that meet the above requirements, we will be entitled to refuse to accept such documents and will not take into consideration the information consisting in such documents. If you fail to cure such shortcomings within the term indicated by us in writing and such failure poses too high a risk to us (i.e., it is not possible to establish your identity), we will be entitled to terminate the relationship with immediate effect.

9. Your Account

To access our Platform and use our Services, you must first register with us. If your registration is successful, an Account under your name will be opened.

In relation to your Account, you undertake to:

9.1 Create a strong password for your Account (i.e. a password that is different from any other password you use for any other website or online service and that cannot be easily guessed). You must change your password regularly and immediately in case you suspect your password has been compromised. To secure your Account you will be also required to use multi-factor authentication means of our choice;

9.2 Keep your Account login information, password and any forms of multi-factor authentication confidential and separately from each other, as well as separately from any other information or documents relating to your Account;

9.3 You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, API keys or any other codes that you use to access our Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Account by third parties and the loss or theft of any data, information, documents and any currency associated with your Account. You are responsible for keeping your email address and telephone number up to date in your Account information in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of your Account login credentials due to no fault of our and/ or failure to follow or act on any notices or alerts that we may send to you;

9.4 Not to store your login information on any device, if such device is of your private or public use;

9.5 Not to let any person access your Account at any time without our prior written permission;

9.6 Not leave your computer, phone or any other device unattended while you are logged in to your Account;

9.7 Always log out from your Account when accessing your Account from public devices;

10. Account Security

You are responsible for maintaining the security and confidentiality of your Account credentials, including passwords and any multi-factor authentication methods required by Overchain. You must immediately notify Overchain if you suspect any unauthorized access to your Account or if your credentials have been compromised.

Overchain will never request your password or authentication codes by email or phone. You must not share your login information with any third party. Sharing your credentials or failing to safeguard your Account may result in suspension or termination of your Account and could expose you to liability for unauthorized activity. In addition to the foregoing, voluntary handing over of your login information to a third party will be considered a material breach of these Terms of Service and will result in termination of your relationship with Overchain.

You understand and consent that you will not be provided with a private key in relation to the Cryptocurrency kept with us on your Account. Overchain is a custodial service and retains control of private keys for all client assets held on the Platform.

You agree to review your Account activity regularly and report any suspicious or unauthorized transactions to Overchain immediately. Failure to notify Overchain promptly may limit your ability to recover lost funds or mitigate damages.

Overchain may require you to change your password or update your security settings at any time to comply with Canadian legal and regulatory requirements or to enhance security.

We will process your Transactions in accordance with instructions provided by you; thus, you must carefully verify all instructions prior to such Transactions. In case there is an inaccuracy in the instructions provided by you, however, such inaccuracy does not result in impossibility to execute the Order, we will not accept any responsibility or liability for the consequences of execution of such Order.

You are responsible for any and all Orders placed on the Platform and other instructions provided to us, including identifiers, passwords, and other security means associated with your Account.

The Digital Wallet will be opened with a third-party virtual currency wallet operator. We will warrant and ensure that the third party will be subject to legal and informational obligations to ensure the full security of the Digital Wallet.

By using our Services you take full responsibility for and accept all risks of unauthorised use of your Account caused by your negligence or breach of these Terms of Service.

If we are holding your Fiat Currency and/or Cryptocurrency and we are unable to send it to you or/and contact you and we have no record of your use of the Services, we may report these funds as unclaimed property to the applicable jurisdiction. If this occurs, we will try to locate you at the address shown in our records, but if we are unable to locate you, it may be required to deliver any such funds to the applicable jurisdiction as unclaimed property. We reserve the right to deduct a dormancy fee or other fee from such unclaimed funds, as permitted by applicable law.

If, to the extent permitted by us from time to time, you grant express permission to a third party to access or connect to your Account, either through the third party’s product or service or through the Platform, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under these Terms of Service. You are fully responsible for all acts or omissions of any third party with access to your Account. Further, you acknowledge and agree that you will not hold us responsible for, and will indemnify us from, any liability arising out of or related to any act or omission of any third party with access to your Account.

11. The Platform

The Platform enables you to perform Transactions pursuant to instructions provided to us using our Services during the Operating hours. The Transactions are executed by us to you either through a Gateway protocol (the Gateway) or an Over the Counter trading desk (the OTC desk).

11.1 Records

11.1.1 We maintain the records of the Orders made on the platform;

11.1.2 Gateway Services enables your customer to place an Order through the Website, API call or Widget. The Order will be cleared from your customers to you over the Cryptocurrency network and credited to your Digital Wallet. Any Order shall be seen as placed at the time of arrival of Cryptocurrency to the dedicated Digital Wallet.

11.1.3 The Orders received via Gateway shall be processed only after the appropriate checks have been concluded and the results of the checks are satisfactory to us. In the event that due to the Order we require additional information you will be obligated to provide data, information and documents that are relevant to the assessment of the Order.

11.1.4 You authorise us to accept, collect, exchange and process any and all Orders and transfer related to the Gateway Services and transfer the funds in relation to the Order to your Digital Wallet. By processing your Order we shall deduct the applicable Fees and other costs on your behalf, and to take any and all actions that we find necessary or desirable to provide our Services to you and to comply with any applicable law and these Terms and Conditions.

11.1.5 Upon receipt of an authorization for settlement in Fiat Currency, we shall execute the settlement in accordance with your instructions. Should you opt to exchange the Cryptocurrency, such exchange will be conducted in accordance with the terms set forth by the OTC desk.

11.1.6 Without prejudice to above, we shall not control, monitor, assess, authorise and/or supervise your activities and/or sales. The foregoing does not preclude us from exercising our right to suspend, restrict or terminate the provision of Services to you at any time pursuant to the Terms and Conditions as well as to refuse to complete, block or reverse a transaction initiated by your customer or you if we reasonably believe that it violates these Terms and Conditions or there are other circumstances that may infringe our, our other clients, your customers, or the public’s legitimate interest.

11.1.7 In relation to transfers made to you by your customer, any legal relations are between you and your customer making a transfer. We do not accept any queries, letters, requests and/or complaints as well as liability for the quality, legality, safety, delivery or any other aspect regarding you, your services, products, activities and/or a payment, or a purchase related to the relation between you and your customers. Any disputes between you and your customers must be resolved by yourself.

11.1.8 OTC Desk Services allows you to request a quote for a specific amount of Cryptocurrency or Fiat currency to be bought or sold by us to you. If the proposed price is satisfactory, you may proceed to request the execution of the Order. The OTC desk contains a conversion pair that includes the asset being converted (i.e., Fiat Currency or Cryptocurrency) and the asset into it is being converted (i.e., Fiat Currency or Cryptocurrency). For clarity, any actions while executing an Order shall be deemed as unconditional acknowledgment of the price and the Order.

11.1.9 The Order received via OTC desk shall be processed if the following conditions are met:

11.1.9.1 Sufficient balance of Cryptocurrency or Fiat Currency is available for the purpose of your Order, including any and all Fees applicable in relation to the Transaction.

11.1.9.2 You have provided all the information requested by us and we performed all necessary checks, the outcome of which is satisfactory to us.

11.1.9.3 Quote requested by you is still available. If the above conditions are met, the full Order amount (either Fiat Currency or Cryptocurrency) including all applicable fees will be locked and placed under custody of the Company for the purpose of executing an Order. You shall be provided with information about the exchange rate and amount of booked funds instantly. Transfer Services shall enable you to perform Order related to the transfer of Cryptocurrency to and out of your Digital Wallet.

11.1.9.4 Travel Rule Compliance: all required information (e.g., originator and beneficiary details) must be provided and validated under the Travel rule guidelines.

11.1.9.5 Non-Compliance with Travel rule: the originator or beneficiary information is not provided, incomplete, invalid, or unverifiable will nullify the transaction

11.1.1 We maintain the records of the Orders made on the platform;

11.1.9 The Order received via OTC desk shall be processed if the following conditions are met:

11.1.9.1 Sufficient balance of Cryptocurrency or Fiat Currency is available for the purpose of your Order, including any and all Fees applicable in relation to the Transaction.

11.1.9.2 You have provided all the information requested by us and we performed all necessary checks, the outcome of which is satisfactory to us.

11.1.9.4 Travel Rule Compliance: all required information (e.g., originator and beneficiary details) must be provided and validated under the Travel rule guidelines. 11.1.9.5 Non-Compliance with Travel rule: the originator or beneficiary information is not provided, incomplete, invalid, or unverifiable will nullify the transaction

11.2. Executed Orders

If the Order has passed the necessary checks, an Order shall be executed through our system immediately and settled at the relevant price or transferred (after the associated fees are deducted). When the Order is executed, the respective amount of Fiat Currency or Cryptocurrency will be credited either to your bank/payment account or your Digital Wallet.

11.3. Limits

We reserve the sole right to impose, change or lift any limits in relation to use of the Account. In such a case, if any limits are imposed, changed or lifted in relation to your Account, this information will be provided with an email from us in relation thereto.

11.4. Order and Transaction Cancellation

Except as otherwise set forth herein, all Transactions are final and commissions and/or fees paid to us for processing the Order are non-refundable.

We reserve the right to cancel the Orders and/or reverse the Transactions in the following circumstances:

11.4.1 Orders or Transactions which in our sole discretion constitute an abusive use of our Services, e.g., market manipulation, exploitation of IT issues, etc.;

11.4.2 Clearly erroneous Transactions, i.e., Orders or Transactions which under the circumstances involve an obvious error with respect to price, quantity, or other parameters;

11.4.3 We consider it necessary or prudent due to a suspicion that the Order involves money laundering, terrorist financing, proliferation financing or another illegal or unlawful activity;

11.4.4 The Order relates to a Prohibited Use;

11.4.5 If required by any applicable law or regulation, including cases where we are required to suspend or terminate your Account;

11.4.6 We are required to do so by a court order or government agency;

11.4.7 In order to restrict Transaction size or frequency or limit API use which, in our sole discretion, unreasonably burdens the Platform;

11.4.8 Cryptocurrency used to place the Order are made available through an abusive transaction (e.g., Bitcoin double spending etc.). Overchain will act under Article 11.8 in good faith and will notify you as soon as possible, unless we are not allowed to do so under the applicable law. You hereby release us from all liability in relation to any action taken by us under this Article. Reverse Transaction: In situations described in Article 11.8 of these Terms of Service, we may also execute Transactions on your behalf in order to restore the situation before the execution of the cancelled Transaction. In such a case we shall exchange back the funds received from you into original Fiat currency or the Cryptocurrency (in the same manner as received) and shall send the funds back to you. Note: the value of Cryptocurrency and the fees shall be calculated at the time of the Reverse Order.

11.5. By using the Platform, you confirm your understanding of, and your agreement to the following:

11.5.1 It is your responsibility to ensure that the Order details are accurate, including the amount of the Cryptocurrencies intend to exchange, the amount of any fees, the gross price for an Order and the exchange rate;

11.5.2 It is solely upon you to inform your clients regarding responsibility to cancel any Order in case you or your clients do not want it filled;

11.5.3 There is a risk that the Order will be filled before any cancellation request is received;

11.5.4 We will not stand behind or underwrite any Transaction you enter into using our Services;

11.5.5 We assume no responsibility or liability for any attempt to use exchange services of Cryptocurrencies that we do not support at a particular time;

11.5.6 We cannot reverse any Cryptocurrency Transaction which was broadcast to Blockchain;

11.5.7 We will have the right to refuse to process and/or cancel any Order or Transaction at any time in accordance with the requirements set forth by the applicable law, in response to a court or government order, to enforce transaction limits or in case there is a ground for suspension;

11.5.8 We may conduct checks on your Order for the purposes of preventing fraud, money laundering, terrorist financing, proliferation financing and other financial crimes, and as required by applicable law. This may mean that your Order may be delayed or cancelled.

11.5.9 We shall not be liable for the Orders made in the wrong wallet address.

11.5.10 We execute Cryptocurrency Orders according to the instructions provided by your or your clients. You should verify all information in relation to the respective Transaction prior to issuing instructions to us;

11.5.11 The checks can take several hours, therefore the rate of the exchange operation and the fees shall be calculated after the conclusion of the checks;

11.5.12 The reverse transactions rate and fees shall be calculated on the date of received cancelation request, therefore under existing circumstances the amount that has been sent and received may differ;

11.5.13 Cryptocurrencies are a risky asset class. You confirm that you have read and understood the Risk Warning available on the Website and accept those risks.

11.5.14 We do not guarantee that our Services will be available at any particular time or that our Services will meet any minimum uptime levels. Due to the network failures or underlying software protocols the facilitation of Cryptocurrency exchange operation in accordance with your instruction may be delayed, including the initiation or crediting of such Cryptocurrency Transaction for 48 hours or more. You acknowledge and agree that any Cryptocurrency Transaction facilitated by us may be delayed and we will take no responsibility in relation thereto. We will not be held liable in case of the above circumstances.

12. User Obligations and Platform Operations

12.1 Overchain will hold fiat CAD funds in a dedicated custodian account with a regulated Canadian financial institution until settlement to your designated bank or payment account, Non CAD will be held in relevant equivalent institutions.

12.2 We ensure that all Client Crypto-assets are securely held and clearly segregated from both the Overchain’s assets and those of other Clients of Overchain. Clients retain full ownership of their Crypto-assets and these Crypto-assets will not be used by us for any purpose. Clients’ rights are protected and any change to asset ownership or rights is promptly recorded in the Client’s individual ledger.

12.3 You must use the Platform and Services in accordance with applicable Canadian law and these Terms of Service.

12.4 You agree not to use the Platform for any illegal, fraudulent, or unauthorized purpose, including but not limited to money laundering, terrorist financing, proliferation financing or violation of sanctions.

12.5 You are responsible for all activity conducted through your Account and must notify Overchain immediately of any unauthorized use or security breach.

13. Intellectual Property

13.1 All intellectual property rights in the Platform, Website, App, and Services are owned by Overchain or its licensors.

13.2 You are granted a limited, non-exclusive, non-transferable license to use the Platform and Services solely for your lawful business purposes in accordance with these Terms of Service.

13.3 You may not copy, modify, distribute, sell, or lease any part of the Platform, Website, App, or Services without Overchain’s prior written consent.

14. Fees

14.1 Fees for Services are set out in the Fee Schedule available on the Website.

14.2 Overchain may amend the Fee Schedule at any time by posting an updated version on the Website.

14.3 You are responsible for paying all applicable Fees associated with Transactions and Services.

15. Taxes

15.1 You are solely responsible for determining and fulfilling any tax obligations that apply to your use of the Platform and Services.

15.2 Overchain does not provide tax advice and is not responsible for determining your tax obligations.

16. Suspension of Services

16.1 Overchain may suspend or restrict your access to the Platform or Services at any time, with or without notice, if required by law, regulation, or for risk management purposes.

16.2 Overchain may also suspend or restrict your access if you breach these Terms of Service or if your activity is deemed suspicious or potentially harmful.

16.3 Overchain will also suspend or restrict your access if you breach these Terms of Service or if your activity is deemed linked to Shell banks.

17. Prohibited Use

17.1 You may not use the Platform or Services for any unlawful, fraudulent, or abusive activity, including but not limited to:

Money laundering, terrorist financing or proliferation financing

Sanctions evasion

Market manipulation

Abuse of technology or security vulnerabilities

Infringement of intellectual property rights

Directly or indirectly as a correspondent bank relationship for or with Shell banks

Any other activity prohibited by law or these Terms of Service

18. Termination

18.1 You may terminate your Account and relationship with Overchain at any time by providing written notice.

18.2 Overchain may terminate your Account and relationship with immediate effect if you breach these Terms of Service or if required by law or regulation.

18.3 Upon termination, you must promptly withdraw any remaining balance from your Account.

18.4 Provisions of these Terms of Service which by their nature are intended to survive termination shall continue in full force and effect.

19. Limitation of Liability

19.1 To the maximum extent permitted by law, Overchain shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from your use or inability to use the Platform or Services.

19.2 Overchain’s total liability to you for any claim arising out of or relating to these Terms of Service or your use of the Platform or Services shall not exceed the amount of Fees paid by you to Overchain in the 12 months preceding the event giving rise to the claim.

20. Indemnification

20.1 You agree to indemnify and hold harmless Overchain, its affiliates, directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, or expenses (including reasonable legal fees) arising out of or related to your use of the Platform or Services, your breach of these Terms of Service, or your violation of any law or regulation.

21. Notices

21.1 Notices to you will be provided via email or through the Platform.

21.2 Notices to Overchain must be provided in writing to the address set out at the beginning of these Terms of Service.

22. Changes to Terms of Service

22.1 Updated Terms of Service will be published on our Website. We will inform you of such changes 30 (thirty) calendar days in advance by sending an email to the email address provided on your Account.

22.2 You will be entitled to notify us by email if you are not willing to be subject to the updated Terms of Service before the updated Terms of Service come into effect.

22.3 Your continued use of the Platform or Services after any amendment constitutes your acceptance of the updated Terms of Service.

23. Force Majeure

23.1 Overchain shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, or interruption of utility services.

24. Severability

24.1 If any provision of these Terms of Service is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

25. Waiver

25.1 No waiver of any provision of these Terms of Service shall be deemed a further or continuing waiver of such provision or any other provision.

26. Entire Agreement

26.1 These Terms of Service, together with the Privacy Policy, Fee Schedule, and any other document incorporated by reference, constitute the entire agreement between you and Overchain regarding your use of the Platform and Services.

27. Miscellaneous

27.1 Assignments. We are entitled, without your prior consent, to assign or transfer in any other way our rights and obligations arising out of or related to these Terms and Conditions to any third party, whether in whole or in part. In such case, the relationship will continue in force, without changes, with the new party entering instead of us as the contracting party.

27.2 You are not entitled to assign or in any other way transfer your rights and obligations arising out of or related to these Terms and Conditions to any third party, whether in whole or in part without our prior consent in writing.

27.3 Sub-contraction. We are entitled to sub-contract any third party for the purposes of provision of Services to you.

27.4 Invalidity. In case any provision of these Terms of Service is recognised as invalid or impossible to implement, it shall not have an impact on the validity of the remaining provisions of these Terms of Service. The provision that is invalid or impossible to implement shall be replaced by another legally enforceable provision, which as much as possible will have the same legal and economic result that was expected when setting the provision that was recognised as invalid and/or impossible to implement.

27.5 Waiver. Any failure or delay in exercising any right or remedy in one or many instances shall not prohibit Overchain from exercising it at a later time or from exercising any other right or remedy. No part of these Terms of Service may be waived, modified, amended, or supplemented in any manner whatsoever except by Overchain in writing.

27.6 Effect. All provisions of these Terms of Service Agreement which by their nature shall be intended to continue shall survive termination of our relationship, including terms relating to exclusions and limitations of Overchain liability, intellectual property restrictions and reimbursement of damages.