CLIENT AGREEMENT

This Client Agreement is entered into between:

1. NEXA PAY, a corporation with its registered address at C6 - 80 Birmingham St, Etobicoke, Ontario, Canada, M8V 3W6, and registered with the Canadian Corporate Registry under number C100000407 (hereafter referred to as "Nexa Pay," "We," "Our," or "Us"); and

2. YOU, the natural or legal person who has accepted the terms of this Client Agreement via the Acceptance Form (hereafter referred to as "Client" or "You").

INTRODUCTION

Nexa Pay is a financial technology service provider that offers services including foreign exchange, money transferring, payment service provision (PSP), and virtual currency operations. Nexa Pay is registered and operates in compliance with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC), and, where applicable, adheres to international standards such as the General Data Protection Regulation (GDPR) and the UK GDPR.

This agreement governs the relationship between You and Nexa Pay regarding the use of Our services. By accepting this Agreement, You confirm that You have read, understood, and agreed to the following:

• The terms set out in this Client Agreement

• Our Risk Disclosure Document

• Our Privacy Policy

1. LANGUAGE AND DEFINITIONS

1.1 Language

This agreement is written and concluded in English. By accepting it, You confirm that You are proficient in English and agree to communicate with Nexa Pay in English.

1.2 Definitions

In this Client Agreement, We use ‘definitions’. We do this to make this document more easy to read and understand for You. When we use a definition for the first time, it will be written with a Capital Letter and in bold. Please see below an overview of all definitions used in this Client Agreement:

2. OUR LEGAL RELATIONSHIP AND COMMUNICATION

2.1 Principal Agreement

This Client Agreement is the principal agreement on the basis of which Nexa Pay provides all its services, including Foreign Exchange, PSP, Money Transferring, and Virtual Currency services, to You. Unless clearly stated otherwise, the terms of this Client Agreement apply to the entire relationship between You, Us, and any third parties involved in the provision of services to You.

Unless stated otherwise, if there is a difference between the terms of this Client Agreement and those of any other agreement(s) for additional services, the provisions of this Client Agreement prevail.

2.2 Safeguarding Structure

Although this Client Agreement is primarily entered into by and between You and Nexa Pay, You should be aware that Nexa Pay may use a separate legal entity or trust structure for asset safeguarding purposes, where required by regulation. This separate entity does not have shareholders or members, which provides additional protection in the unlikely event of Nexa Pay’s bankruptcy.

Nexa Pay only uses this safeguarding entity to hold funds that are being transferred to and from Your Nexa Pay Account and other financial counterparties. Therefore, the parts of this Client Agreement dealing with depositing and withdrawing funds and placing Orders may also be entered into by Nexa Pay on behalf of the safeguarding structure.

Please note that Nexa Pay has the full authority to represent the safeguarding structure. You, as Our Client, will never need to approach or interact with it directly—all communications and engagements go through Nexa Pay.

2.3 Frequently Asked Questions (FAQs)

To provide You with more information about Our services and answer frequently asked questions, we publish FAQs. These contain helpful guidance and we recommend that You read them. All FAQs related to Nexa Pay and Our services can be found at Our Website and in the Nexa Pay App.

Please be aware that FAQs are for informational purposes only. They do not form part of this Client Agreement and are not legally binding.

2.4 Other Communications

You agree that Nexa Pay may provide You with service updates and communications via email, in-app messaging, SMS, or other appropriate channels. By registering with Nexa Pay, You agree to conduct business electronically and receive all notices and relevant information in digital form via the Nexa Pay App, Web Terminal, email, SMS, or other methods when necessary.

3. CLIENT CLASSIFICATION

3.1 Retail Client

We are required by law to classify Our Clients as a ‘retail client’, ‘professional client’, or ‘eligible counterparty’. This classification ensures that all Clients receive the appropriate care, information, and support tailored to their investment experience and knowledge.

By default, Nexa Pay classifies You as a ‘retail client’—whether You are a natural person or legal entity. Based on Your usage of Our services and/or demonstrated investment experience, Nexa Pay may, at its sole discretion, grant You access to a broader range of services or products. This upgrade in classification is not automatic and is subject to Nexa Pay’s internal assessment.

3.2 No U.S. Persons

Nexa Pay does not offer its services to persons or entities classified as “U.S. Persons.”

3.2.1 Natural Persons

You are a U.S. Person if:

• You were born in the United States, Puerto Rico, Guam, American Samoa, U.S. Virgin Islands, or Northern Mariana Islands;

• You have been naturalized as a U.S. citizen;

• You have a parent who is a U.S. citizen (subject to IRS conditions);

• You hold or have held a U.S. Green Card;

• You meet the IRS’s Substantial Presence Test;

• You are liable to pay U.S. taxes or benefit from a U.S. tax exemption.

3.2.2 Legal Persons

An entity is considered a U.S. Person if:

• It is incorporated or organized under U.S. law or any U.S. territory;

• Its principal place of business or significant operations are in the U.S.;

• It is majority-owned or controlled (directly or indirectly) by U.S. citizens or residents;

• It qualifies as a U.S. taxpayer for federal income tax purposes;

• It is subject to U.S. tax obligations or exemptions.

You confirm that You are not a U.S. Person and agree to notify Nexa Pay immediately if this status changes or if any of the declarations made become inaccurate.

3.3 Own account and risk
If You enter into this Client Agreement as a natural person or legal person, You confirm to
Nexa Pay that You do so in your own name or in the name of legal person you are validly
representing and that You only make use of Our services for the account and risk or yourself
or the legal person you are representing.

4.Opening an investment account with Nexa Pay

4.1 The Nexa Pay account
To use the Invest Services provided by Nexa Pay, You first have to open an electronic money(e-money) account with Nexa Pay (the Nexa Pay account).
You can use Your Nexa Pay account to deposit and withdraw funds directly to and from your Invest Cash Pocket (which is explained in Clause 4.2 below).
The Nexa Pay account is a ‘tied product’ to the investment account provided to you by Nexa Pay. However, please note, Nexa Pay and Nexa Pay are separate legal entities and this Client Agreement relates only to Your relationship with Nexa Pay.

4.3 The Invest App and Web Terminal
The Invest Services are provided to You by Nexa Pay via the Invest App and/or the Web
Terminal. The Invest App can be accessed via the Nexa Pay App, but it is a separate and regulatory independent mobile application offered and operated exclusively by Nexa Pay.
Nexa Pay Version. The Web Terminal can be accessed from a desktop or mobile device via web-URL that is provided to You. Please be aware that the Web Terminal is a regulatory independent online web terminal that is offered and operated exclusively by Nexa Pay.

4.4 Onboarding with Nexa Pay
After You have opened a Nexa Pay account, You can start Your onboarding with Nexa Pay.

First, You are required to explicitly consent that any information You provided to Nexa Pay or other Nexa Pay entities for the purposes of identification and verification, including personal information and scans of identification documentation, can be shared with, and processed and retained by Nexa Pay (and where needed shared with third parties as part of any outsourcing of relevant risk assessment and monitoring activities). We need this information in order to verify Your identity and to assess your background to ensure you do not pose an unacceptable risk in relation to the offering of Our Invest Services. These risks could be financial crime related (fraud, tax evasion, money laundering etc.), or otherwise.

In addition, You may be required to provide Nexa Pay with any additional information We may request for these purposes during Your onboarding (or at a later moment). The additional information We request may include personal information such as Your name, residential address, telephone number, email address, date of birth, taxpayer identification number, government identification number, proof of your source(s) of wealth and funds, proof of your address, proof of income, information regarding your bank account and any such information that Nexa Pay is required to collect from time to time under applicable laws. Furthermore, We may request You to provide Us with proof of the aforementioned information, such as a scan of a valid identification document or proof of address.

Please be aware that We reserve the right to refuse and/or abort Your onboarding with Nexa Pay at any moment at Our sole discretion without giving any reason.

Upon completion of Your onboarding and identification and verification with NexaPay, You can open an Invest Pocket and start using Our Invest Services in accordance with the terms of this Client Agreement.

5. Our Services
5.1 Our Invest Services
Nexa Payment Inc. operates as a digital platform providing payment services and facilitating cryptocurrency transactions in compliance with applicable Canadian Money Services Business (MSB) regulations, including FINTRAC requirements, as well as relevant international laws such as the GDPR (for EU/EEA customers) and the UK GDPR.

Nexa provides access to a digital payment gateway that enables users to:

● Open and manage IBAN accounts (B2B and B2C)

● Transfer funds across borders efficiently

● Exchange currencies via integrated FX modules

● Operate and manage virtual funds and wallets

These services are delivered through the YOB banking infrastructure, a licensed and compliant digital banking platform integrated within the Nexaecosystem. Users must complete identity verification (KYC/KYB) to activate services.

5.2 Execution of Transactions.
Transactions initiated via the Nexa Payment Inc. platform are executed subject to our confirmation processes. We reserve the right to cancel, reject, or modify any transaction if market conditions or regulatory requirements dictate.

5.3 Custody Services.
Nexa Payment Inc. does not offer custodial services. Digital Assets traded or held via our Services are not held in custody by us; instead, they are held in wallets designated by you or your Authorized Users.

5.4 FX Services
For all Orders related to Financial Instruments denominated in non-euro currencies (Foreign Currencies), a currency conversion may be required. NexaPay will facilitate the necessary conversion of euros into the required foreign currency (e.g. US dollar) on Your behalf. Nexa Pay may use one or more third party services providers for this conversion. Nexa Pay will always inform You of the currency exchange rate (FX rate) and additional fees before (ex-ante) and after (ex-post) Your Order is executed.

5.5 General Recommendations
Nexa Pay. will not provide investment advice (as defined under applicable securities laws). However, to help Clients make more informed financial decisions, Nexa Pay. may provide access to third-party data feeds that contain general information such as Buy/Sell/Hold insights related to certain financial products or services (General Recommendations).

These General Recommendations are non-personalised, targeted at the general public (not at specific individual Clients), and do not constitute investment advice under any applicable financial regulations.

5.6 Customer Care
Nexa Pay. will provide You with customer care and support to help address any questions You may have about Your use of Nexa Pay.’s Services (Customer Care). This support is offered by Our Customer Care team and can be accessed via the Nexa Pay App and Website.

Please do not hesitate to contact Our Customer Care team for any questions, requests, or complaints related to Our services, including the Nexa Pay App, Web Portal, or any other Nexa Pay. product or feature.

Please note that Our Customer Care does not provide investment advice or guidance regarding any financial decisions You make.


6. Access to the Invest App and the Web Terminal

6.1 Password, Passcode, and Biometric Matching
Our Invest Services are made available to You via the Invest App and the Web Terminal.
To access the Invest App, You first need to access the Nexa Pay App. The NexaPay App can be accessed either through biometric matching or by using a password or passcode. Please keep your password or passcode confidential at all times. You may change your password or passcode at any time, and it is Yourresponsibility to do so immediately if You suspect it has been compromised.

To access the Web Terminal, You must go to the Web Terminal’s designated web URL and confirm access via the Nexa Pay App, following the instructions provided. Please note that You can only use Our Invest Services via the Web Terminal after opening an Invest Pocket (refer to Clause 4 of this Client Agreement).

At Your request, or if Nexa Pay. suspects misuse of Your Invest Pocket and/or Nexa Pay account, We may temporarily block Your access to the Invest App and Web Terminal.

6.2 Authorising Orders
To maintain the highest standards of security, We may require You to use two-factor authentication (2FA) to authorise Orders involving Financial Instruments.
You must ensure that Your 2FA is functional and accessible at all times. In the event of loss or inaccessibility, You must immediately inform Us through the Invest App or via our support page

All Orders placed via Your Invest App or Web Terminal, which are accessible only through Your biometric data, password, passcode, and/or 2FA, are for Your own account and risk.

6.3 Operation of the Invest App and Web Terminal
Nexa Pay. will use reasonable efforts to ensure that the Invest App and Web Terminal function smoothly and without errors. However, we do not guarantee uninterrupted or error-free operation.

Nexa Pay. reserves the right to temporarily suspend access to, or functionality of, the Invest App and/or Web Terminal—for example, to conduct maintenance or fix malfunctions. This action may be taken in the interest of Clients, Nexa Pay., or any involved third parties (such as technology providers or executing partners).

Nexa Pay. shall not be held liable for any losses or damages arising from temporary inaccessibility or unavailability of the Invest App or Web Terminal.

7. Orders in Financial Instruments

7.1 Execution-Only Basis
Nexa Payment Inc. provides access to digital asset and currency exchange services on an execution-only basis. This means Nexa does not provide investment advice or assess the suitability of your transactions. All orders are placed at your sole discretion and risk.

7.2 Order Types
Clients may initiate the following types of orders through the Nexa platform:

• Market Orders: Immediate execution at current market rates.

• Limit Orders: Execution at a specified price or better.

• Recurring Orders: Automated purchases at defined intervals.

• Swap Orders: Currency or digital asset conversion via Nexa’s FX engine.

8. The Foundation

8.1  Role of the Foundation

Nexa Payment Inc. may utilize a legally distinct foundation (the “Foundation”) to hold and segregate client funds transferred to or from external accounts, executing partners, or blockchain networks. These funds are held on behalf of Nexa clients and are visible in the client’s Nexa Wallet or IBAN-linked account.

The Foundation is a passive, non-operating entity with the sole purpose of safeguarding client assets and maintaining separation from Nexa’s corporate capital. This structure ensures that in the event of Nexa’s insolvency, client funds held via the Foundation are not part of Nexa’s bankruptcy estate and remain protected under applicable laws.

Where permitted and compliant with Canadian and international segregation rules, unused fiat balances held in the Foundation may be invested in low-risk instruments such as qualifying money market funds (QMMFs). Nexa will request your explicit consent before any such investment activity takes place involving your funds.

8.2 Shortages

Nexa Payment Inc. will make commercially reasonable efforts to ensure that the total value of all client funds and digital assets held by Nexa and/or the Foundation with third-party custodians or intermediaries matches the aggregate entitlement of all clients at all times.

In the rare event of a shortfall—caused by a processing error, execution delay, third-party insolvency, or system malfunction—Nexa will:

• Promptly investigate the discrepancy,

• Communicate transparently with affected clients,

• And take reasonable steps to remedy the shortage or mitigate impact.

8.3 Warranty and Limited Recourse

Nexa Payment Inc. guarantees to the Client the fulfillment of any financial obligations owed by the Foundation in connection with funds or digital assets held on their behalf.

However, in the case of a default by Nexa or the Foundation, Clients have no direct recourse to funds held in the Foundation on behalf of other Clients. Instead, Clients may only seek remedies from Nexa Payment Inc.'s corporate assets or as otherwise prescribed by law.

9. Risks

9.1 Risks Related to Digital Assets and Financial Instruments

By using Nexa Pay’s services, you acknowledge and accept that investing or transacting in digital assets, currencies, and financial instruments involves significant risks, including but not limited to:

• Market Risk: Prices of digital assets and foreign exchange rates may fluctuate widely due to market conditions, news, speculation, or global events.

• Currency Risk: Transactions involving multiple fiat currencies or foreign exchange may be impacted by exchange rate volatility.

• Liquidity Risk: Some assets or tokens may have limited liquidity, potentially affecting your ability to sell or convert them at a desired price or time.

• Counterparty Risk: Transactions may involve third-party platforms, blockchain networks, or executing partners over which Nexa has limited control.

• Technology and Security Risk: System outages, cyberattacks, wallet breaches, or blockchain vulnerabilities may result in partial or total loss of assets.

10.Delayed or Non-Executed Orders

10.1 Orders submitted through the Nexa Pay platform may, in certain cases, experience delays in processing or execution, or may not be executed at all—even if properly authorized and confirmed by the Client. This can result from circumstances including, but not limited to:

• Sudden and significant changes in market conditions or pricing

• System outages or technical malfunctions affecting Nexa or its execution partners

• Congestion, errors, or disruptions in the blockchain network or foreign exchange routing

• Temporary illiquidity or unavailability of trading pairs or counterparties

• Security, regulatory, or risk-related holds placed on the Client’s account or transaction

10.2 In the event of a delay or failure to execute a submitted order, Nexa will use reasonable efforts to inform the Client as soon as practicable via in-app messaging or email.

10.3 Nexa does not guarantee that a delayed or rejected order can be re-submitted at the same conditions. No liability shall arise for Nexa or its partners as a result of delayed, partially executed, or non-executed orders unless caused by gross negligence or fraud.

11. Refusal of Orders

11.1 Nexa reserves the right to refuse to receive, transmit, or execute any order at its sole discretion and is not obligated to provide a reason or prior notice.

11.2 Circumstances under which an order may be refused include, but are not limited to:

A. Temporary or permanent unavailability of an execution partner, payment processor, or blockchain validator
B. Orders that appear to reflect pricing inconsistent with market reality (“mistrades”)
C. Insufficient fiat or digital asset balance to fund the order and related fees
D. The order exceeds Client’s applicable transaction limits
E. Reasonable suspicion that the order is linked to fraud, money laundering, or illegal activity
F. A court order, regulatory directive, or government request prohibiting the transaction
G. Failure to provide required documentation or complete identity verification (KYC/AML)
H. Violation of this Client Agreement or applicable law
I. Evidence of system abuse or attempts to circumvent security or promotional mechanisms
J. Any other action deemed inappropriate, abusive, or high-risk in Nexa’s good-faith judgment

11.3 Once an order has been transmitted for execution, the Client cannot cancel, withdraw, or modify it, except where explicitly permitted by Nexa’splatform functionality or applicable law.

11.4 Nexa also reserves the right to suspend, restrict, or terminate the Client’s access to its services if continued usage poses legal, financial, or reputational risk. In such cases, Nexa shall not be held liable for any resulting financial loss to the Client.

12.Transaction Limits

Nexa Pay may apply certain limits to Order values and volumes during a given period (e.g., daily). You can view any applicable limit(s) in the Nexa Pay platform or app. Your transaction limit(s) may vary depending on your risk profile, the verification steps you have completed, and other factors.

Nexa Pay reserves the right to change applicable limits as deemed necessary at any time.

If certain trading thresholds or portfolio volume sizes are reached, Nexa Pay reserves the right to request additional information to verify your source of wealth or funds. Any further activity you could undertake in the Nexa Pay platform may be paused until the requested information is received and processed.

13. Liability and Indemnification

13.1 Limitation of Liability

To the maximum extent permitted by law, Nexa Payment Inc. shall not be liable for any indirect, incidental, consequential, special, or exemplary damages arising out of or in connection with this Agreement or your use of the Services. This includes, without limitation, damages for loss of profits, loss of data, loss of business opportunities, or business interruption.

In no event shall Nexa Payment Inc.’s total liability to you exceed the total amount you paid (if any) for accessing or using the Services in the twelve (12) months preceding the event giving rise to the claim.

13.2 Indemnification​

You agree to indemnify, defend, and hold harmless Nexa Payment Inc. from any and all claims, damages, liabilities, losses, or expenses (including reasonable legal fees) arising from or related to:

• Your breach of this Agreement

• Your use or misuse of the Services

• Any transaction or activity conducted through your Nexa Pay account, whether by you or any person authorized or unauthorized

This indemnification obligation shall survive the termination of this Agreement and your use of Nexa Pay’s Services.

14. Execution of Transactions.
Transactions initiated via the Nexa Payment Inc. platform are executed subject to our confirmation processes. We reserve the right to cancel, reject, or modify any transaction if market conditions or regulatory requirements dictate.

15. Fees.
Trading and transaction fees will apply as specified in our Fee Schedule, which forms part of this Agreement. These fees may vary based on the type of transaction, payment method, and other factors determined at our sole discretion.

16. Conflicts of Interest

Nexa Payments Inc. is required to have arrangements in place to identify and manage conflicts of interest that may arise between us and our clients, or between different clients. We operate in accordance with our internal conflicts of interest policy, which has been implemented specifically for this purpose.

Our conflicts of interest policy outlines the circumstances in which a conflict may occur and details the measures we have adopted—and will continue to adopt—to manage such conflicts in a fair and transparent manner, with a focus on protecting our clients’ interests.

17. Data protection
In providing our Services, your personal data may be transferred to and stored in jurisdictions outside your home country. We will ensure that such transfers are made in compliance with Applicable Laws, using mechanisms such as Standard Contractual Clauses (SCCs) or other approved safeguards.

18. Termination

18.1 Termination by You
You may terminate this Client Agreement at any time without notice by sending a written request to the email address provided on our website. Please ensure that you have settled all outstanding obligations with Nexa Pay before requesting termination.

18.2 Termination by Nexa Pay
Nexa Pay may terminate this Agreement at any time with 30 days’ prior notice. We may also terminate the relationship immediately, without notice, if there is a valid reason—such as suspected fraud, legal or regulatory issues, non-compliance with this Agreement, reputational risk, or required action by a court or authority.

18.3 Termination Due to Inactivity
If your account remains inactive for nine (9) consecutive months, Nexa Pay may terminate this Agreement. You will be notified at least four (4) weeks in advance.

19. Right of Revocation

You may cancel this Agreement within 14 days of acceptance without giving a reason, by sending written notice to Nexa Payments Inc. at the contact email provided on our website.

If services have already begun at your request, you may be charged for the portion of services provided up to the date of cancellation.

20.Intellectual Property and Use of the Platform

20.1 Ownership

All rights, title, and interest in and to the Nexa Payment Inc. platform, including all content and software, are owned by Nexa Payment Inc. or its licensors.

20.2 License
We grant you a limited, non-exclusive, non-transferable license to access and use the platform solely for your internal business purposes, subject to these Terms. You agree not to copy, modify, or distribute any content from the platform without our express written permission.

21.Governing Law and Jurisdiction.
These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Nexa Payment Inc. is registered, subject to applicable international laws. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts in that jurisdiction.

22. Complaints

22.1 External Complaint Body

Nexa Payments Inc  is not a member of the Ombudsman for Banking Services and Investments (OBSI), as OBSI membership is only required for federally regulated banks and investment firms.

22.2 Regulatory Oversight

We are a registered Payment Service Provider under the Bank of Canada’s Retail Payment Activities Act, and — if applicable — registered as a Money Services Business with Fintrac.

22.3 Dispute Resolution

If you have a complaint, please contact us at support@yobpay.io. If unresolved, you may escalate to the Bank of Canada, which monitors compliance under the RPAA, or to the Financial Consumer Agency of Canada (FCAC) for consumer protection inquiries. If you are eligible under other financial regimes, alternative ombud services may apply (e.g., insurance or securities).

By accepting this agreement, you acknowledge our oversight under these frameworks and understand that OBSI is not part of our dispute resolution process.

22. No Investment, Tax, or Legal Advice

Nexa Payments Inc. does not provide investment, tax, or legal advice. You are solely responsible for assessing whether our services suit your financial situation and obligations. You are responsible for any applicable taxes and for reporting to the relevant tax authorities if required.

23. Deceased or Legally Incapable Clients

If Nexa Payments Inc. is notified of a client’s death or legal incapacity, the verified heir(s) or legal representative(s) may manage the client’s account, provided all required documentation is submitted and deemed complete and accurate by Nexa Payments Inc. Account access will be granted in accordance with applicable laws and internal procedures.

24. Changes to this Agreement

Nexa Payments Inc. may update this Client Agreement from time to time. You will be notified of any material changes in advance via email or through our platform.

If you are a consumer, we will provide at least 4 weeks’ notice before changes take effect. For non-consumers, notice will be given at least 2 weeks in advance.

By continuing to use our services after the changes become effective, you agree to the updated terms. If any part of this Agreement is found invalid, the remaining provisions will remain in full force.

25. Signing
By accepting the terms and conditions of this Client Agreement via the Acceptance Form, You digitally ‘sign’ this Client Agreement.