Terms and Conditions

1. Definitions

In these Terms and Conditions (the “Agreement”), unless the context otherwise requires, the following terms shall have the meanings set out below:

2. Acceptance and Electronic Agreement

2.1 This Agreement is accepted electronically. At account registration, each applicant must tick two separate, unticked checkboxes:

• Acceptance of this Agreement, the Privacy Policy, and the Risk Disclosure Statement; and
• The Reverse Solicitation Attestation set out in Section 4.3.

Both acknowledgements are recorded server-side, together with the date and time of acceptance, the IP address and browser user-agent from which acceptance was given, and the version of each document accepted.

2.2The Client agrees that this Agreement may be formed, accepted, and evidenced electronically, and that electronic records and electronic signatures are valid and enforceable under the Electronic Commerce Act, 2000 (Ontario) and the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”). The Client waives any objection to the validity or enforceability of this Agreement on the ground that it was formed or signed electronically.

2.3Glacierpay’s records of acceptance — including timestamps, IP addresses, user-agent strings, and document version identifiers — constitute evidence of the Client’s acceptance of this Agreement and of the documents incorporated by reference, and are admissible in any proceeding to the same extent as original paper records.

2.4 Where the Platform requires an Authorised User to type their name to accept a Quote or confirm a Transaction, that typed name constitutes a binding electronic signature of the Client.

3. Eligibility and Onboarding

3.1 Eligible Clients

Glacierpay provides Services exclusively to business-to-business (“B2B”) clients — corporate, institutional, and professional business clients. Individual consumers and retail investors are not eligible to use the Services. To be eligible, a prospective Client must:

• Be a duly incorporated, registered, or otherwise legally established entity under the laws of its jurisdiction of formation;
• Have full legal capacity and authority to enter into this Agreement and perform its obligations hereunder;
• Designate at least one Authorised User who is an authorised signatory of the Client, empowered to bind the Client to Transactions;
• Not be incorporated, domiciled, or operating primarily in any Prohibited Jurisdiction;
• Not be engaged in any activity prohibited under Section 13 or the AUP;
• Not be owned or controlled, directly or indirectly, by any person or entity subject to sanctions administered by OFAC, the European Union, the United Nations, or other applicable sanctions authorities.

3.2 Know Your Business (KYB) Requirements

Prior to the establishment of any business relationship or the execution of any Transaction, each prospective Client must successfully complete Glacierpay’s KYB onboarding process. This process includes, but is not limited to:

• Submission of corporate documentation, including certificate of incorporation, articles of association, and current business registry extract;
• Identification and verification of all Ultimate Beneficial Owners (“UBOs”) holding, directly or indirectly, twenty-five percent (25%) or more of shares, voting rights, or ownership interest;
• Identification and verification of all Authorised Users and signatories;
• Provision of financial information, including audited financial statements, bank statements, and expected transaction volumes;
• Completion of sanctions screening, politically exposed person (“PEP”) screening, and adverse media checks;
• Risk assessment and classification by Glacierpay’s Compliance team.

Glacierpay reserves the absolute right to decline any application, request additional documentation, or impose conditions on the business relationship at its sole discretion, without obligation to provide reasons.

3.3 Prohibited Jurisdictions

Glacierpay shall not establish or maintain business relationships with, or process Transactions for or on behalf of, entities incorporated, domiciled, or primarily operating in any of the following jurisdictions:

This list is subject to change without notice as sanctions regimes are updated. Glacierpay monitors applicable sanctions lists on an ongoing basis and may add or remove jurisdictions at its sole discretion.

4. Reverse Solicitation and Cross-Border Provision of Services

4.1 No EEA or UK Authorisation

Glacierpay is not authorised, licensed, or registered as a crypto-asset service provider, investment firm, payment institution, or electronic money institution in any member state of the European Economic Area (“EEA”) or in the United Kingdom. In particular, Glacierpay is not authorised under Regulation (EU) 2023/1114 on markets in crypto-assets (“MiCA”) and holds no passporting rights within the EEA. Nothing in this Agreement, on the Platform, or on Glacierpay’s website constitutes an offer or solicitation of services to persons in the EEA or the United Kingdom.

4.2 Services Provided at the Client’s Own Exclusive Initiative

Glacierpay does not direct marketing, advertising, sponsorship, or solicitation of any kind at persons in the EEA or the United Kingdom. Where a Client established in the EEA or the United Kingdom obtains Services from Glacierpay, it does so exclusively at its own initiative (reverse solicitation). The Client acknowledges that, as a consequence, it may not benefit from the regulatory protections that would apply had the Services been provided by a firm authorised in its home jurisdiction.

4.3 Reverse Solicitation Attestation

At account registration, every applicant must give the following attestation by ticking a separate, unticked checkbox:

“I confirm that I am requesting access to Glacierpay’s services at my own exclusive initiative and that I was not contacted, solicited, targeted or induced by Glacierpay — including by any marketing, advertising, sponsorship or promotional communication — to request these services.”

Glacierpay stores the attestation text, the versions of the documents presented, the date and time of the attestation, and the applicant’s IP address and browser user-agent as evidence that the business relationship was established at the Client’s own exclusive initiative.

A false Reverse Solicitation Attestation constitutes a material misrepresentation, entitling Glacierpay to refuse to provide, or to immediately suspend or terminate, the Services, without liability to the Client.

4.4 EU-Side Execution by Regulated Third Parties

Where a Transaction involves fiat payment rails in the European Union or EU-side execution, those legs of the Transaction are performed by regulated third-party partners — including our banking partners and licensed electronic money institutions, and our liquidity and execution partners — each acting within the scope of its own licences and regulatory permissions. Glacierpay does not itself provide regulated services within the EEA or the United Kingdom.

5. Risk Acknowledgement

5.1 The Risk Disclosure Statement, published at https://glacier-pay.com/legal/risk-disclosure, is incorporated into this Agreement by reference. The Client confirms that it has read and understood the Risk Disclosure Statement before using the Services, including the risks of price volatility, loss of principal, irreversibility of blockchain transactions, technology and cyber risk, counterparty and settlement risk, and regulatory and legal risk.

5.2 Glacierpay deals with the Client on a principal-to-principal basis. Glacierpay does not provide investment, legal, tax, or accounting advice; nothing communicated by Glacierpay, on the Platform or otherwise, constitutes a recommendation or advice to enter into any Transaction. Glacierpay does not act as broker, agent, adviser, or fiduciary of the Client, and no fiduciary, advisory, or trust relationship arises under this Agreement. The Client makes its own independent assessment of each Transaction and is solely responsible for determining whether a Transaction is appropriate for it, obtaining such professional advice as it considers necessary.

6. Services Description

Subject to the terms and conditions of this Agreement, Glacierpay provides the following Services to approved Clients:

6.1 OTC Fiat-to-Crypto Conversion

Glacierpay facilitates the over-the-counter purchase of Digital Assets in exchange for Fiat Currency. The Client remits Fiat Currency via bank wire transfer to a designated settlement account, and upon confirmation of receipt and completion of all compliance checks, Glacierpay delivers the agreed quantity of Digital Assets to the Client’s designated Wallet Address on a Supported Network.

6.2 OTC Crypto-to-Fiat Conversion

Glacierpay facilitates the over-the-counter sale of Digital Assets in exchange for Fiat Currency. The Client transmits Digital Assets to a Glacierpay-designated Wallet Address, and upon confirmation of receipt on the blockchain and completion of all compliance checks, Glacierpay remits the agreed Fiat Currency amount to the Client’s designated bank account via wire transfer.

6.3 Payment Processing

Glacierpay provides payment processing services that enable Clients to send and receive payments involving Digital Assets and Fiat Currency. Payment processing is facilitated through Glacierpay’s Platform and, where applicable, through its Banking Partners, in accordance with applicable payment services regulations (see Section 4.4 in respect of EU-side legs).

• Supported Digital Assets: BTC, ETH, USDT, USDC, SOL, XRP.
• Supported Networks: ERC-20, TRC-20, Native BTC, SOL, BNB Chain.
• Glacierpay may add or discontinue support for specific Digital Assets or Networks at any time, with reasonable notice to Clients.

7. Account Registration and Security

7.1 Account Credentials

Upon successful completion of the KYB onboarding process, the Client shall be provided with access credentials for the Platform. The Client is solely responsible for:

• Maintaining the confidentiality and security of all account credentials, including usernames, passwords, API keys, and authentication tokens;
• Ensuring that credentials are not shared with, or accessible to, any person who is not an Authorised User;
• Immediately notifying Glacierpay of any suspected or actual unauthorised access to, or use of, the Client’s account.

7.2 Multi-Factor Authentication

Glacierpay requires all Authorised Users to enable and maintain multi-factor authentication (“MFA”) on their accounts. MFA must be activated prior to the execution of any Transaction. Glacierpay reserves the right to restrict account access where MFA is not enabled or has been disabled.

7.3 Authorised Users

The Client shall provide Glacierpay with a written list of Authorised Users, specifying each user’s full legal name, role, contact details, and scope of authorisation (e.g., trading authority, view-only access). The Client must promptly notify Glacierpay in writing of any changes to its Authorised Users, including additions, removals, or modifications to authorisation scope.

Glacierpay shall be entitled to rely on any instruction received from an Authorised User as being duly authorised by the Client.

7.4 Liability for Unauthorised Access

The Client shall be solely liable for all Transactions executed, instructions given, and actions taken through its account, whether or not actually authorised by the Client, except where such access results directly from Glacierpay’s gross negligence or wilful misconduct. Glacierpay shall have no liability for any losses, damages, or costs arising from the Client’s failure to maintain adequate security of its account credentials.

8. Trading Terms

8.1 Order Placement

Orders may be placed by Authorised Users through the Platform or via other communication channels approved by Glacierpay (including secure messaging and email to designated trading desks). Each order shall specify:

• The Digital Asset to be bought or sold;
• The quantity or Fiat Currency equivalent;
• The desired settlement currency (Fiat or Digital Asset);
• The destination Wallet Address (for crypto settlement) or bank account details (for fiat settlement);
• The preferred Supported Network for crypto delivery.

8.2 Quote Validity and Execution

Upon receipt of an order request, Glacierpay shall provide a Quote specifying the exchange rate and applicable fees. Quotes are valid for thirty (30) seconds from the time of issuance. If the Client does not confirm acceptance within this period, the Quote shall expire and a new Quote must be requested.

Acceptance of a Quote by the Client constitutes a binding and irrevocable commitment to execute the Transaction at the quoted rate, subject to completion of applicable compliance checks and receipt of the Client’s funds.

8.3 Transaction Limits

Transaction limits may be adjusted on a per-Client basis, subject to enhanced due diligence, compliance approval, and written agreement between the Parties. Glacierpay reserves the right to modify these limits at any time with thirty (30) days’ prior written notice to the Client.

8.4 Settlement Timelines

Glacierpay targets settlement within the following timelines:

• Crypto-to-fiat: T+0 to T+1 (same Business Day to next Business Day) from confirmed receipt of Digital Assets;
• Fiat-to-crypto: T+0 to T+1 from confirmed receipt and clearance of Fiat Currency funds;
• Payment processing: Timelines vary based on payment corridor and method; specific timelines are communicated per Transaction.

Settlement timelines are indicative and subject to completion of compliance checks, banking partner processing times, and blockchain network congestion. Glacierpay shall not be liable for delays attributable to third parties, regulatory holds, or Force Majeure Events.

8.5 Market Disruption and Manual Quotation

Where, in Glacierpay’s reasonable determination, a market disruption event exists — including the unavailability or unreliability of price feeds or reference rates, extreme price volatility, a material loss of market liquidity, or the failure, suspension, or default of a liquidity or execution partner or trading venue — Glacierpay may do any of the following without liability to the Client:

• Suspend automated quotation and provide Quotes manually through approved communication channels;
• Decline to provide a Quote, or shorten the validity period of Quotes;
• Cancel unexecuted orders and reject Quote acceptances received during the disruption;
• Defer settlement of affected Transactions until the disruption has ceased, using commercially reasonable efforts to complete settlement promptly thereafter.

Glacierpay will notify affected Clients of a market disruption event and of its cessation as soon as reasonably practicable.

9. Fees and Charges

The Client shall pay all fees and charges as set out in the Fee Schedule provided to the Client upon onboarding. The Fee Schedule is incorporated into this Agreement by reference.

Fees are structured as follows:

• Trading Fees:Volume-tiered trading fees applied to each Transaction, expressed as a percentage of the Transaction value. Specific rates are set out in the Fee Schedule and may vary based on the Client’s aggregate monthly trading volume;
• Wire Transfer Fees: Twenty-five US dollars ($25.00) per domestic wire transfer and forty-five US dollars ($45.00) per international wire transfer, or such other amounts as specified in the Fee Schedule;
• Blockchain Network Fees: Actual network (gas) fees incurred for on-chain transactions, passed through to the Client at cost;
• Additional Fees: Expedited settlement fees, account maintenance fees, and other charges as specified in the Fee Schedule.

Glacierpay reserves the right to modify the Fee Schedule at any time upon thirty (30) days’ prior written notice to the Client. Continued use of the Services after the effective date of any fee modification constitutes acceptance of the revised fees.

All fees are exclusive of applicable taxes, duties, and levies, which shall be borne by the Client.

10. Settlement and Payment

10.1 Fiat Settlement

Fiat Currency settlements are processed via bank wire transfer to the Client’s designated and verified bank account. The Client must ensure that the receiving bank account is held in the Client’s legal name and has been verified through Glacierpay’s KYB process. Glacierpay does not process settlements to third-party bank accounts unless expressly agreed in writing and subject to enhanced due diligence.

Fiat settlements within the European Union are performed by Glacierpay’s Banking Partners — regulated banking partners and licensed electronic money institutions — in accordance with applicable payment services regulations (see Section 4.4).

10.2 Crypto Settlement

Digital Asset settlements are transmitted to the Client’s designated Wallet Address on the agreed Supported Network. The Client is solely responsible for:

• Providing a valid and correct Wallet Address compatible with the specified Supported Network;
• Ensuring the Wallet Address is capable of receiving the specified Digital Asset on the specified Network;
• Verifying the accuracy of the Wallet Address prior to confirming the Transaction.

Warning:Glacierpay shall not be liable for any loss of Digital Assets resulting from the Client’s provision of an incorrect, invalid, or incompatible Wallet Address. The Client acknowledges that Digital Assets sent to an incorrect address may be permanently irrecoverable.

10.3 Irreversibility of Blockchain Transactions

The Client acknowledges and agrees that blockchain transactions are inherently irreversible once confirmed on the applicable network. Glacierpay cannot reverse, cancel, or modify a blockchain transaction after it has been broadcast. The Client bears full responsibility for ensuring the accuracy of all Transaction details, including Wallet Addresses and Network selection, prior to confirmation.

10.4 Set-Off and Netting

Glacierpay may, at any time and without prior notice, set off any amount owed by the Client to Glacierpay under this Agreement (whether actual or contingent, and whether arising under this Agreement or otherwise) against any amount owed by Glacierpay to the Client or any funds or Digital Assets held by Glacierpay for the Client’s account. Where mutual obligations exist in the same Fiat Currency or Digital Asset, the Parties’ obligations may be netted so that only the net balance is payable or deliverable. For the purposes of set-off and netting, Glacierpay may convert amounts between currencies or Digital Assets at a commercially reasonable prevailing market rate. This Section is without prejudice to any other right or remedy available to Glacierpay.

10.5 Clawback and Return of Funds

The Client shall, immediately upon Glacierpay’s demand, return any funds or Digital Assets that:

• Were credited to the Client in error, including duplicate settlements, over-deliveries, and settlements made at a manifestly erroneous rate; or
• Glacierpay reasonably determines to be tainted — including funds or Digital Assets that are the proceeds of crime, derive from a hack, exploit, fraud, or theft, or are associated with sanctioned persons, sanctioned addresses, or Prohibited Jurisdictions.

Pending return, the Client shall hold such funds or Digital Assets for Glacierpay and shall not dissipate, transfer, or deal with them. Glacierpay may recover such amounts by exercising its rights of set-off under Section 10.4, by reversing ledger entries, or by withholding future settlements, and may freeze affected balances pending investigation or regulatory guidance.

11. Travel Rule and Information Sharing

The Client acknowledges that Glacierpay is subject to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (“PCMLTFA”) and to obligations consistent with FATF Recommendation 16 (the “Travel Rule”), which require Glacierpay to obtain, hold, and transmit specified originator and beneficiary information in connection with virtual currency and electronic funds transfers. Accordingly:

• The Client shall, upon request, promptly provide accurate originator and beneficiary information for any Transaction, including legal names, account or wallet identifiers, and addresses;
• Glacierpay may transmit such information to counterpart financial institutions, virtual asset service providers, and its Banking Partners, and may receive corresponding information from them;
• Glacierpay may delay, suspend, reject, or return any transfer that lacks required originator or beneficiary information, or where a counterpart institution cannot demonstrate adequate Travel Rule compliance, without liability to the Client;
• Personal information shared under this Section is handled in accordance with the Privacy Policy.

12. Representations and Warranties

By entering into this Agreement and using the Services, the Client represents and warrants to Glacierpay, on an ongoing basis, that:

• The Client is a duly incorporated, validly existing, and in good standing legal entity under the laws of its jurisdiction of formation;
• The execution, delivery, and performance of this Agreement have been duly authorised by all necessary corporate action;
• The person executing this Agreement on behalf of the Client is duly authorised to do so;
• This Agreement constitutes the legal, valid, and binding obligation of the Client, enforceable in accordance with its terms;
• All funds, Digital Assets, and property used in connection with the Services are derived from legitimate sources and are not the proceeds of any unlawful activity, including money laundering, fraud, corruption, tax evasion, sanctions evasion, or any other financial crime;
• Neither the Client, nor any of its directors, officers, UBOs, or Authorised Users, is a person or entity subject to sanctions administered by OFAC, the European Union, the United Nations, OSFI (Canada), or any other applicable sanctions authority;
• Neither the Client, nor any of its directors, officers, UBOs, or Authorised Users, is located in, incorporated in, or a resident of any Prohibited Jurisdiction;
• The Client maintains, and will maintain throughout the term of this Agreement, policies, procedures, and controls reasonably designed to ensure its ongoing compliance with all applicable sanctions laws, and will not use the Services, directly or indirectly, for the benefit of any sanctioned person or Prohibited Jurisdiction;
• The Client is in compliance with all applicable laws, regulations, and rules of its jurisdiction of formation and each jurisdiction in which it operates, including without limitation all applicable AML/CFT, sanctions, tax, securities, and data protection laws;
• All information provided to Glacierpay during the KYB onboarding process and on an ongoing basis is true, accurate, complete, and not misleading in any material respect;
• The Reverse Solicitation Attestation given at registration is and remains true and accurate;
• The Client will promptly notify Glacierpay of any material change to any of the foregoing representations and warranties.

The representations and warranties set out in this Section are deemed to be repeated on the date of each Transaction and on each day on which the Client uses the Services.

13. Prohibited Activities and Acceptable Use

The Acceptable Use Policy, published at https://glacier-pay.com/legal/acceptable-use-policy, is incorporated into this Agreement by reference and contains the canonical, detailed list of prohibited activities, restricted business categories, and enforcement measures. The Client shall comply with the AUP at all times and shall not permit any person to use the Services in breach of it.

Without limiting the AUP, the Client shall not use the Services for or in connection with, by way of non-exhaustive summary: money laundering or terrorist financing; sanctions evasion; fraud; market manipulation (including wash trading, spoofing, and layering); structuring to avoid reporting thresholds or limits; transactions connected to darknet marketplaces, mixing or tumbling services, or other anonymisation services; operating or nesting an unlicensed money services business; or any other unlawful activity.

Where Glacierpay suspects or determines that a Client has engaged in or attempted to engage in any activity prohibited under this Section or the AUP (a “Prohibited Activity”), Glacierpay may immediately suspend or terminate the Client’s account, block pending Transactions, and report the activity to applicable regulatory authorities and law enforcement, without prior notice to the Client.

14. Compliance Obligations

The Client acknowledges and agrees that:

• The Client is solely responsible for its own compliance with all applicable AML/CFT, sanctions, tax, and regulatory requirements in its jurisdiction of formation and each jurisdiction in which it operates;
• Where required by applicable law, the Client shall establish, implement, and maintain its own anti-money laundering and counter-terrorist financing compliance programme;
• The Client shall cooperate fully and promptly with Glacierpay’s reasonable requests for information and documentation, including for the purposes of ongoing due diligence, periodic reviews, and regulatory inquiries;
• The Client shall promptly provide Glacierpay with updated KYB documentation upon any material change to its corporate structure, beneficial ownership, business activities, or risk profile, and in any event upon Glacierpay’s request;
• The Client shall promptly notify Glacierpay if any of its directors, officers, UBOs, or Authorised Users becomes a Politically Exposed Person or becomes subject to sanctions;
• Failure to comply with this Section shall constitute a material breach of this Agreement, entitling Glacierpay to immediate termination and such other remedies as may be available.

15. Intellectual Property

All intellectual property rights in and to the Platform, including but not limited to software, source code, algorithms, databases, user interfaces, trademarks, service marks, trade names, logos, domain names, and all related documentation and materials, are and shall remain the exclusive property of Glacierpay or its licensors.

Subject to the Client’s compliance with this Agreement, Glacierpay grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform solely for the purpose of receiving the Services during the term of this Agreement.

The Client shall not:

• Copy, modify, adapt, reverse-engineer, decompile, disassemble, or create derivative works of the Platform or any part thereof;
• Remove, alter, or obscure any proprietary notices, labels, or markings on the Platform;
• Use any Glacierpay trademark, logo, or trade name without prior written consent;
• Use the Platform for any purpose other than as expressly permitted under this Agreement.

16. Confidentiality

Each Party agrees to hold in strict confidence all Confidential Information received from the other Party and not to disclose, publish, or otherwise reveal any Confidential Information to any third party, except as expressly permitted herein.

The receiving Party may disclose Confidential Information:

• To its directors, officers, employees, contractors, and professional advisors on a need-to-know basis, provided such persons are bound by confidentiality obligations no less restrictive than those set out herein;
• To the extent required by applicable law, regulation, court order, or directive of a governmental or regulatory authority, provided that (where legally permissible) the receiving Party gives the disclosing Party prompt written notice and cooperates to minimise the scope of disclosure;
• To the extent required for the performance of this Agreement, including to Banking Partners, liquidity and execution partners, and identity-verification, blockchain-analytics, and other compliance service providers.

The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly available other than through breach of this Agreement; (ii) was known to the receiving Party prior to disclosure; (iii) is independently developed without reference to the Confidential Information; or (iv) is rightfully received from a third party without restriction.

The obligations of confidentiality under this Section shall survive termination of this Agreement for a period of two (2) years.

17. Limitation of Liability

17.1 Liability Cap

To the maximum extent permitted by applicable law, Glacierpay’s total aggregate liability to the Client for all claims arising out of or in connection with this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the lesser of:

• The total fees paid by the Client to Glacierpay during the twelve (12) month period immediately preceding the event giving rise to the claim; or
• The value of the specific Transaction giving rise to the claim.

17.2 Exclusion of Certain Damages

In no event shall Glacierpay be liable to the Client for any:

• Indirect, incidental, special, consequential, or punitive damages;
• Loss of profits, revenue, business, goodwill, or anticipated savings;
• Loss of data or interruption of business;
• Damages arising from the Client’s reliance on the Services or any information provided through the Platform.

17.3 Specific Exclusions

Without limiting the generality of the foregoing, Glacierpay shall have no liability for losses, damages, or costs arising from or in connection with:

• Market movements: Fluctuations in the price or value of any Digital Asset or Fiat Currency, including between the time of Quote acceptance and settlement;
• Blockchain delays or failures: Network congestion, blockchain reorganisations, forks, protocol changes, or the failure or unavailability of any blockchain network;
• Third-party failures: The acts, omissions, insolvency, or default of any Banking Partner, custodian, liquidity or execution partner, exchange, or other third-party service provider;
• Force Majeure Events: As described in Section 22;
• Client errors: Incorrect Wallet Addresses, wrong Network selection, or other errors attributable to the Client;
• Regulatory actions: Seizure, freezing, or forfeiture of funds or Digital Assets by any governmental or regulatory authority.

18. Indemnification

The Client shall indemnify, defend, and hold harmless Glacierpay and its directors, officers, employees, agents, and affiliates (collectively, the “Indemnified Parties”) from and against all claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees and disbursements) arising out of or in connection with:

• Any breach or alleged breach by the Client of this Agreement, including any representation or warranty;
• Any misrepresentation by the Client, including any false Reverse Solicitation Attestation, whether in connection with the KYB onboarding process or otherwise;
• Any violation by the Client of applicable laws, regulations, or rules, including AML/CFT, sanctions, tax, or securities laws;
• Any Prohibited Activity conducted by or through the Client’s account;
• Any claim by a third party arising from the Client’s use of the Services;
• Any failure by the Client to maintain adequate account security as required by Section 7.

The indemnification obligations under this Section shall survive termination of this Agreement.

19. Term and Termination

19.1 Term

This Agreement commences on the Effective Date and shall continue on a month-to-month basis until terminated by either Party in accordance with this Section.

19.2 Termination for Convenience

Either Party may terminate this Agreement for any reason or no reason upon thirty (30) days’ prior written notice to the other Party.

19.3 Termination for Cause

Glacierpay may terminate this Agreement immediately, without prior notice, if:

• The Client breaches any material provision of this Agreement;
• Glacierpay suspects or determines that the Client has engaged in any Prohibited Activity;
• The Client or any of its directors, officers, UBOs, or Authorised Users becomes subject to sanctions;
• Glacierpay has reasonable grounds to suspect money laundering, terrorist financing, or other financial crime in connection with the Client’s account;
• Glacierpay determines that the Client’s Reverse Solicitation Attestation was false or has ceased to be accurate;
• Glacierpay is required to terminate the relationship by applicable law, regulation, or order of a governmental or regulatory authority;
• The Client becomes insolvent, enters receivership, administration, or bankruptcy proceedings, or makes an assignment for the benefit of creditors;
• The Client fails to provide requested KYB documentation or cooperate with compliance inquiries within a reasonable timeframe.

19.4 Effect of Termination

Upon termination of this Agreement:

• The Client’s access to the Platform and Services shall be suspended and subsequently revoked;
• Glacierpay shall use commercially reasonable efforts to complete any pending Transactions that were fully confirmed and funded prior to the date of termination, subject to applicable compliance requirements;
• Glacierpay shall return to the Client any funds or Digital Assets held on the Client’s behalf, minus any outstanding fees, charges, or amounts owed to Glacierpay (including amounts subject to set-off under Section 10.4), within thirty (30) Business Days of termination;
• Where termination results from suspected money laundering, terrorist financing, sanctions violations, or other financial crime, Glacierpay may freeze funds pending regulatory guidance and shall not be liable for any delays in returning funds;
• All licences granted under this Agreement shall immediately terminate;
• The provisions identified in Section 24.6 shall survive termination.

20. Dispute Resolution

20.1 Negotiation

In the event of any dispute, claim, or controversy arising out of or in connection with this Agreement, including its existence, validity, interpretation, breach, or termination (a “Dispute”), the Parties shall first attempt to resolve the Dispute through good-faith negotiation between senior representatives of each Party. Either Party may initiate this process by delivering written notice of the Dispute to the other Party (in the case of notice to Glacierpay, to [email protected]). The Parties shall have thirty (30) days from the date of such notice to reach a resolution.

20.2 Mediation

If the Dispute is not resolved through negotiation within the thirty (30) day period, the Parties may, by mutual agreement, refer the Dispute to non-binding mediation before a mutually agreed mediator in Toronto, Ontario. Mediation is optional and is not a precondition to arbitration. The costs of mediation shall be borne equally by the Parties.

20.3 Arbitration

Subject to Section 20.4, any Dispute not resolved under Sections 20.1 or 20.2 shall be referred to and finally resolved by binding arbitration administered by the ADR Institute of Canada, Inc. (“ADRIC”) in accordance with its Arbitration Rules in force at the time the arbitration is commenced. The seat of the arbitration shall be Toronto, Ontario, Canada; the tribunal shall consist of one (1) arbitrator; and the language of the arbitration shall be English. The arbitration, including its existence, the submissions of the Parties, and the award, shall be confidential. The award shall be final and binding on the Parties and may be entered and enforced in any court of competent jurisdiction, including under the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the New York Convention).

20.4 Carve-Outs

Nothing in this Section prevents either Party from: (a) seeking interim, injunctive, or other equitable relief from any court of competent jurisdiction to prevent irreparable harm (including in respect of intellectual property or Confidential Information) pending resolution of a Dispute; or (b) bringing an individual claim in a court of competent jurisdiction for small-claims matters within that court’s monetary jurisdiction.

20.5 Class Action and Jury Trial Waiver

To the maximum extent permitted by applicable law, each Party waives any right to: (a) participate in a class, collective, consolidated, or representative action or arbitration against the other Party, Disputes being resolved solely on an individual basis; and (b) a trial by jury in any proceeding arising out of or relating to this Agreement.

21. Governing Law and Language

This Agreement, and any Dispute arising out of or in connection with it (including non-contractual disputes), shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

This Agreement is drawn up in the English language. Any translation is provided for convenience only; in the event of any inconsistency, the English version shall prevail, and all notices, proceedings, and communications under this Agreement shall be conducted in English.

22. Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by a Force Majeure Event.

A “Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected Party, including but not limited to:

• Blockchain network congestion, forks, protocol changes, or outages;
• Changes in applicable laws, regulations, or regulatory requirements;
• Exchange outages, suspensions, or insolvencies;
• Natural disasters, including earthquakes, floods, hurricanes, and volcanic eruptions;
• Epidemics, pandemics, and public health emergencies;
• Government actions, including sanctions, embargoes, seizures, and regulatory orders;
• Wars, armed conflicts, terrorism, civil unrest, and insurrections;
• Cyberattacks, hacking, distributed denial-of-service attacks, and critical infrastructure failures;
• Failure or disruption of banking systems, payment networks, or telecommunications infrastructure;
• Acts or omissions of third-party service providers beyond Glacierpay’s reasonable control.

The affected Party shall promptly notify the other Party of the Force Majeure Event and use commercially reasonable efforts to mitigate its effects and resume performance. If a Force Majeure Event continues for more than ninety (90) days, either Party may terminate this Agreement upon written notice.

23. Amendments

Glacierpay reserves the right to amend, modify, or update this Agreement at any time. Glacierpay shall provide the Client with thirty (30) days’ prior written notice of any material amendment, including by posting the amended Agreement on the Glacierpay website (https://glacier-pay.com) and/or by email notification.

Continued use of the Services after the effective date of any amendment constitutes the Client’s acceptance of the amended Agreement. If the Client does not agree to the amended terms, the Client may terminate this Agreement in accordance with Section 19.2 prior to the effective date of the amendment, without penalty.

Non-material amendments, including corrections, clarifications, and formatting changes, may be made without prior notice.

24. General Provisions

24.1 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if such modification is not possible, shall be severed from this Agreement. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect.

24.2 Entire Agreement

This Agreement, together with the Fee Schedule, the Privacy Policy, the Acceptable Use Policy, the Risk Disclosure Statement, and all other documents incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether oral or written, with respect to such subject matter.

24.3 Waiver

No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver shall be effective unless made in writing and signed by the waiving Party.

24.4 Assignment

The Client shall not assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of Glacierpay. Glacierpay may assign this Agreement to any affiliate or successor entity without the Client’s consent, provided that such assignee assumes all of Glacierpay’s obligations hereunder. Any purported assignment in violation of this Section shall be null and void.

24.5 Notices

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given:

• When delivered personally;
• When sent by email to the address specified below (with confirmation of receipt);
• One (1) Business Day after deposit with a nationally recognised overnight courier service; or
• Three (3) Business Days after mailing by registered or certified mail, return receipt requested, postage prepaid.

Notices to Glacierpay shall be addressed to:

Glacierpay Inc.
320 Matheson Blvd West, Suite 211, Mississauga, Ontario, L5R 0H2, Canada
Email: [email protected]
Attention: Legal Department

Notices to the Client shall be addressed to the contact information provided during the KYB onboarding process or as subsequently updated in writing.

24.6 Survival

Sections 1 (Definitions), 5 (Risk Acknowledgement), 10.4 (Set-Off and Netting), 10.5 (Clawback and Return of Funds), 11 (Travel Rule and Information Sharing), 12 (Representations and Warranties), 16 (Confidentiality), 17 (Limitation of Liability), 18 (Indemnification), 20 (Dispute Resolution), 21 (Governing Law and Language), and 24 (General Provisions), together with any other provision which by its nature is intended to survive, shall survive termination or expiry of this Agreement.

25. Contact Information

For questions, concerns, or inquiries regarding these Terms and Conditions, the Client may contact Glacierpay through the following channels:

Acknowledgement: By accepting this Agreement at registration and by using the Services, the Client acknowledges that it has read, understood, and agrees to be bound by these Terms and Conditions, together with the Fee Schedule, the Privacy Policy, the Acceptable Use Policy, the Risk Disclosure Statement, and all other documents incorporated by reference. The Client confirms that it has had the opportunity to seek independent legal advice prior to entering into this Agreement.