Terms of Use

1. Introduction – Adopto

11639064 Canada Inc., doing business under the names Adopto Technologies and Adopto (hereinafter referred to as "we", "our", "us", or "Adopto" in this Agreement) is a Canadian federal business corporation with its head office located in Quebec City. It is registered with the Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC") for dealing in virtual currencies and as a money transfer service provider, No. M19600702. In Quebec, we hold money services business licence No. 11992 issued by Revenu Québec. Adopto is under no obligation to provide a Service to any Person wishing to become a Client.

Adopto offers its Clients, Persons like you (referred to as "you", "your", or "yours") who agree to transact with us, subject to compliance at all times with the terms and conditions of this Agreement, a range of services described herein (collectively, the "Service(s)"). The Services include, on an evolving basis: (i) the purchase and sale of bitcoins and certain other virtual currencies (referred to as "Virtual Currency(ies)"); (ii) a money transfer service or other associated business activities for you related to Virtual Currencies.

We provide our Services in two ways: an assisted transaction with an Adopto agent, by telephone, by email or by secure messaging, and StrongHodl, our Telegram chatbot reserved for verified Clients. Our website is used to open a client file and to contact us; it does not execute any transaction. These ways, the Messaging Account and our customer support tools are collectively referred to as the "Adopto Channels". Adopto is a non-custodial exchange desk, not a deposit platform: Adopto offers no deposit account or custody service, and keeps neither the Virtual Currencies nor the funds of its Clients. A payment or Virtual Currencies received by Adopto are used only to execute the requested transaction as quickly as possible and to deliver the other side of the trade to the Client.

Additional Services may be offered to you from time to time through the Adopto Channels, which may be subject to additional terms and conditions in addition to this Agreement. Adopto reserves the right to fulfill all or part of its obligations under this Agreement through one or more third parties, and the use of the term "Adopto" in this Agreement may include such third parties.

When you register for the Services, you may be asked to create an account with one or more secure messaging service(s) for which you must remain the sole user holding all access rights and which will allow you to access the Services (the "Messaging Account(s)"). You must not allow a third party to use your Messaging Account and you must not use your Messaging Account for the benefit of any third party. You must not share your Messaging Account credentials with anyone. You are responsible for the instructions sent to Adopto through your Messaging Account.

2. Virtual Currencies – Get Informed Before Transacting

We buy and sell Virtual Currencies for you, but we do not manage or direct any Virtual Currency blockchain network. This means that, while we provide a secure Service, certain aspects of Virtual Currencies may, regardless of our Service offering, present risks to our Clients that are beyond our control. We encourage you to read this Agreement carefully and to consult the entire Adopto website - https://www.adopto.ca/ - as well as to inform yourself about Virtual Currencies before starting any transaction through the Adopto Channels.

3. Eligibility to Use Adopto Services

You may use Adopto Services and the Adopto Channels only if you meet, as an individual, the following eligibility criteria:

1. Be a Canadian resident, physically located in Canada;
2. Be at least 18 years of age;
3. Not appear, as a person, on any sanctions list in Canada or any other country;
4. Not be a "politically exposed person," as defined by Canadian legislation on proceeds of crime (money laundering) and terrorist financing;
5. Intend to use our Services and the Adopto Channels for your personal use and not on behalf of or as a mandatary or agent, attorney, or Representative of another Person;
6. Meet Adopto's anti-money laundering standards, applied at our sole discretion;
7. Not be in a state or act of Insolvency, not have committed an act of bankruptcy, and not have proposed a compromise or arrangement to creditors generally; no bankruptcy petition has been filed against the individual, and the individual has not commenced any proceedings to be declared bankrupt, has not commenced proceedings for the appointment of a receiver for their property, and no judgment has been executed nor any security realized against their property;
8. The execution and fulfillment of the transactions contemplated with Adopto shall not, directly or indirectly (with or without notice or the passage of time):
   1. Confer upon any Person the right to challenge any transaction contemplated herein or to exercise a remedy under any Applicable Laws;
   2. Result in the individual being unable to meet their other liabilities as they fall due, place them in a state or act of Insolvency, or be in fraud of the rights of their creditors;
   3. Result in Adopto being subject to the payment of any tax, remittance, or penalty or being liable for such, or any property held;
   4. Give rise to the creation or imposition of any charge, security interest, mortgage, or deemed trust on the Virtual Currencies or other assets or fiat currency to be transacted with Adopto.

If you accept this Agreement on behalf of a business or other entity, you acknowledge that you meet the applicable criteria and that your business (or other entity) meets the stated criteria, including:

1. Being an entity in good standing registered in Canada, duly incorporated and organized and existing under all Applicable Laws, being in good standing under the Laws applicable to its operations, and having the power, authority, and capacity necessary to transact and be a Client of Adopto; the fulfillment of transactions requested of Adopto has been or will be duly authorized, on each occasion, by all internal administrative or governing actions of the entity required for this purpose;
2. Not being in a state or act of Insolvency, not having committed an act of bankruptcy, and not having proposed a compromise or arrangement to its creditors generally; no bankruptcy petition has been filed against it and it has not commenced any proceedings to be declared bankrupt or dissolved, has not commenced proceedings for the appointment of a receiver for its property, and no judgment has been executed nor any security realized against its property;
3. Being directed by Persons or Representatives who are not politically exposed or bankrupt;
4. Intending to use our Services and the Adopto Channels for the relevant entity only and not on behalf of another Person;
5. Meeting Adopto's anti-money laundering standards;
6. The execution and fulfillment of the transactions contemplated with Adopto shall not, directly or indirectly (with or without notice or the passage of time):
   1. If it is a legal person, contravene its constating documents or the resolutions of its directors or shareholders, violate any such document or resolution, or prove to be incompatible with any of them;
   2. Confer upon any Person the right to challenge any transaction contemplated herein or to exercise a remedy under any Applicable Law to which the relevant entity is subject;
   3. Result in this entity being unable to meet its other liabilities as they fall due, place it in a state or act of Insolvency, or be in fraud of the rights of its creditors;
   4. Result in Adopto being subject to the payment of any tax, remittance, or penalty or being liable for such, or any property held;
   5. Result in a breach by the entity or any Representative (as the case may be) of its obligations under a contract to which this entity is a party; or
   6. Give rise to the creation or imposition of any charge, security interest, mortgage, or deemed trust on the Virtual Currencies or other assets or fiat currency to be transacted with Adopto; and the relevant entity has and will always have collected and remitted to the appropriate government authorities within the prescribed timeframes, when required by Applicable Laws to do so, all amounts for source deductions, sales taxes, value-added taxes, consumption taxes, and/or any other similar domestic or foreign taxes.

Each time a Service is used, the Client implicitly represents and warrants the following to Adopto and agrees with Adopto that: i) the Client is not a Money Services Business nor a Prohibited Business, and the Services will not be used directly or indirectly by such a business or on behalf of such a business; ii) the Client does not and will not do business with countries prohibited under Applicable Laws or with Persons located in such countries; iii) to their knowledge, no regulatory body or other person has ever conducted any investigation related to activities that contravene Applicable Laws regarding anti-money laundering or anti-terrorism financing concerning the Client's financial accounts or transactions or financial accounts or transactions controlled by the Client.

Furthermore, each time a Service is used by a Client who is not an Individual, such Client implicitly represents and warrants to Adopto and agrees that: i) to their knowledge, no regulatory body or other person has ever conducted any investigation related to activities that contravene Applicable Laws regarding anti-money laundering or anti-terrorism financing concerning the financial accounts or transactions of a person related to the Client or a member of its group, or a Representative of the Client or any person related to the Client or a member of its group, or concerning the financial accounts or transactions controlled by any of these persons; ii) neither the Client, nor a person related to the Client or a member of its group, nor a Representative of the Client nor a person related to the Client or a member of its group has been charged with an offense related to money laundering or terrorist financing or convicted under such a charge; iii) no asset of the Client, of a person related to the Client or a member of its group, or, to their knowledge, of a Representative of the Client or a person related or affiliated with the client has been frozen or seized following allegations of money laundering, terrorist financing, or other illicit activity related to financial accounts or transactions; and iv) the ownership composition and control structure of the Client do not contravene Applicable Laws, particularly regarding shareholders related to territories covered by Applicable Laws.

No Service may be used for the purposes of a fraudulent, illicit, or dishonest activity or for any other activity that Adopto deems unsatisfactory, including for malicious or defamatory purposes, or used in connection with such an activity, and no measure likely to compromise the security, integrity, efficiency, goodwill, or connectivity of a Service shall be taken, including any activity that could threaten or harm Adopto or any other Person.

The Client shall notify Adopto in writing of the loss or theft of their identity or access to the Adopto Channels, or in the event of any unusual, suspicious, fraudulent, or suspected fraudulent, or otherwise unauthorized use regarding a Service, notably if: i) an unauthorized Person has had or could have access to a Service, the Adopto Channels, or other Service material, document, or electronic delivery mode; ii) a Service, security device, or other service material, document, or electronic delivery mode has been or could be used in a manner inconsistent with this Agreement.

Adopto may, without notice, monitor and examine all aspects of the use of its Services. Adopto may, without obligation and without notice, immediately take the measures it deems necessary or appropriate regarding any service, notably to limit access to a Service, suspend or freeze a service, or refuse, freeze, withhold, revoke, return, or otherwise refuse to honor or process a document or related transaction or to comply with it. Adopto may notify any regulatory body regarding the foregoing and provide it with data and information in this regard. Adopto assumes no responsibility toward the Client or any other person regarding any measure taken or not taken by Adopto relative to the foregoing.

We take our regulatory obligations, which are constantly evolving, with the highest degree of rigor in the industry. At any time, if you or any business or entity for which you act as a Representative no longer meet the criteria listed in this section, you must stop using the Services or the Adopto Channels and inform us by email immediately.

Furthermore, by accepting this Agreement, you consent to Adopto making, at any time, inquiries with third parties, including credit reporting agencies, to verify the information you provided during the opening of your Client file and its subsequent maintenance.

For greater clarity, persons residing in the United States, Europe, Asia, or any location other than Canada are not authorized to use the Services.

4. Your Privacy

Adopto is committed to respecting the confidentiality and identity of its Clients at all times, as well as the personal and confidential information shared during the registration process for our services or during the provision of such services by Adopto.

It is however specified that as a regulated business, Adopto may be under the obligation or forced to share, on a limited basis and in certain circumstances, personal and confidential information on certain targeted clients with FINTRAC or other regulatory bodies authorized by Applicable Laws to collect such information, or following an official request from a government authority or following the execution of a court judgment enforceable in our business jurisdictions.

Adopto is notably subject to the Act respecting the protection of personal information in the private sector (Quebec), as amended by the Act to modernize legislative provisions as regards the protection of personal information (Quebec), and the Personal Information Protection and Electronic Documents Act (Canada).

Adopto undertakes to respect these Applicable Laws at all times and consequently to share personal and/or confidential information regarding its Clients only with the recipients described in its privacy policy, which each of our Clients expressly accepts when registering for our services, or when the law requires or permits it.

5. Your Obligations, Commitments, and Responsibilities

In addition to the eligibility conditions provided in Article 3, You must at all times:

1. Comply with this Agreement at all times;
2. Provide and update true and accurate information regarding your eligibility as a Client or your Messaging Account;
3. Use our Services only for lawful purposes and in compliance with Applicable Laws;
4. Be respectful and courteous, and avoid any threat, abuse, or harassment toward Adopto staff and its other Clients, particularly toward members of our customer service team, who do their best every day to ensure a pleasant experience;
5. Ensure you understand how to manage, secure, and/or transact Virtual Currencies outside the Adopto Channels;
6. Ensure you understand the content and legal implications of this Agreement;
7. Maintain your Virtual Currencies via private keys that are unique to you after a transfer made by Adopto as part of the use of our Services;
8. Be responsible for the accuracy and completeness of all information provided to Adopto, and Adopto is authorized and instructed to rely on this information. Adopto is under no obligation to detect inaccurate, inconsistent, or incomplete information provided to it in connection with any of the Services. If Adopto receives a request to revoke or modify instructions it previously received and this request does not reach it within the timeframes prescribed by Adopto, Adopto shall be under no obligation to revoke or modify those instructions.

6. Prices and Fees Offered by Adopto

Before your first transaction, Adopto gives you its exchange commission schedule, by amount tier. This schedule is fixed for you: Adopto may change it only with prior notice, and the change applies only to transactions concluded after that notice. Before each transaction, Adopto tells you the exchange rate, the commission and the total amount; you accept them before sending your payment or your Virtual Currencies.

7. Method of Payment or Fund Transfer

We accept Interac e-Transfer and wire transfer. We reserve the right to determine the methods of payment or fund transfer we will accept as well as any applicable limits or rules regarding a given payment method, for example, daily electronic transfer limits or other limits regarding volumes and purchases, without notice. We do not accept cheques, foreign currencies, or bank drafts, and we may be required to refuse payments for legal or other reasons.

8. Ownership of Virtual Currencies

Ownership of all Virtual Currencies you purchase on Adopto is transferred to you immediately after the purchase transaction. Adopto nonetheless reserves the right to suspend a transaction and return the fiat currency or Virtual Currency transmitted to you, minus the fees incurred by Adopto, if any, in order to protect Adopto, other Clients, any third party, and yourself against any real or potential legal, security, financial, reputational, or other risk.

9. Acceptance of Risks

Many risks are associated with Virtual Currencies and these are independent of the Services we offer (and present in other business models associated with Virtual Currencies). In addition to the limitations of liability mentioned in this Agreement and notably in Article 13 hereof, Adopto will not be responsible for these risks, including the following "blockchain-related risks":

BLOCKCHAIN TRANSACTIONS ARE FINAL, IRREVERSIBLE, AND IRRETRIEVABLE. You must take care to transfer Virtual Currencies transacted with Adopto to your own wallet, and not to untrustworthy businesses or to Persons you do not know personally. Once transferred to you or according to your written instructions, Adopto has and will have no means to access or retrieve your Virtual Currency in any way.

You are responsible for ensuring that any Virtual Currency or fund transfer you make is done with a trustworthy Person or business. Any Virtual Currency or fund transfer outside the Services offered by Adopto is final, irreversible, and irretrievable.

You are responsible for ensuring that any Virtual Currency or fund transfer you make is performed with the correct Person or business. Adopto encourages you to confirm the Adopto username, phone number, and email address of the recipient before making a transfer.

You are responsible for securing your devices, your email account, your Messaging Account, your phone number, and other means of communication you use to communicate with Adopto.

Blockchain technology is relatively new and constantly evolving. Adopto did not invent the Virtual Currencies that can be bought or sold on its platform and does not handle their design, management, or direction. Thus, it is possible that you may suffer losses due to technical problems beyond Adopto's control related to specific blockchains, including the risk that a blockchain may be compromised or fail. Adopto's role is limited to the purchase and sale of Virtual Currencies for its Clients.

Blockchain addresses provided by a Client to Adopto may change and you should always confirm the address provided to Adopto immediately before performing any transaction on a blockchain.

The address format of certain Virtual Currencies overlaps (e.g., Bitcoin and certain Bitcoin forks). If you send a given Virtual Currency to an Adopto address not intended for it, this will result in a permanent loss because that Virtual Currency will not be supported. This rule also applies to different blockchain architectures, including the BEP blockchain or Layer 2 networks. Always be vigilant when transacting with Virtual Currencies and, if in doubt, contact the Adopto customer service team for technical support on blockchains and address formats.

During peak periods or times when a blockchain network is unstable, it may happen that it is not possible to transfer your Virtual Currencies to private keys belonging to you as quickly as usual.

Adopto's blockchain nodes may be temporarily desynchronized, which could cause delays. While we strive to minimize downtime, blockchain node software changes often and is sometimes unstable. This is beyond Adopto's control.

Adopto attempts to support the most popular Virtual Currencies (e.g., Bitcoin and Ethereum), but we do not guarantee that we will continue to support a given Virtual Currency. In the event we are forced to disable or remove a Virtual Currency, we will attempt to inform you in advance.

Blockchain developers sometimes create new blockchains that separate from a current version ("Forks"), and it is likely that Adopto will not support such Forks (generally favoring the current and more popular version). To mitigate risks associated with Forks, you should transfer your Virtual Currencies to private keys you own before a Fork is launched. Transferring your Virtual Currency to your personal private keys will allow you to use and interact with any alternative Fork version of a Virtual Currency that Adopto does not support.

In addition to Adopto's other limitations of liability, the Client acknowledges that no discussion or exchange with us may at any time be interpreted as advice or an opinion of a financial, tax, legal, estate, or other professional nature. The Client acknowledges that Adopto does not and will not give any warranty, explicitly or implicitly, as to the possibilities of profits or losses that could result from a transaction via our Service which is limited to the exchange of Virtual Currency and that Adopto has not and will not make any representation or warranty to convince or induce a Client to transact with us. Any transaction is made at the sole risk and peril of the Client, who performs and must perform their own independent analysis, with their own advisors if necessary, before conducting any transaction through Adopto. The Client acknowledges that they may not at any time invoke the liability of or seek any damages from Adopto regarding the foregoing and the risks disclosed herein, in particular.

10. Safeguard Measures

Adopto is subject to strict requirements, including constantly evolving Canadian and international laws regarding anti-money laundering. To meet legal requirements and respect our commitment to preserving the integrity of Canada's financial system, it may happen that Adopto must temporarily suspend or permanently terminate the use of your Messaging Account and your Client status.

We might notably temporarily suspend or permanently terminate the use of your Messaging Account if we are required to do so under our regulatory requirements (e.g., FINTRAC or Revenu Québec), if we believe that the use of our Services or your Messaging Account does not comply with this Agreement, or if we believe that the use of our Services or your Messaging Account exposes Adopto, yourself, another Client or a third party, one of our suppliers or financial intermediaries, to a financial, security, legal, reputational, or any other excessive risk, or if we are required to do so as part of another legal obligation and/or if we suspect that activities prohibited by Canadian laws or likely to harm Adopto or another person are associated with you or your Messaging Account.

11. Transfer Timelines and Delay

Adopto allows you to buy and sell Virtual Currencies without any deposit account or custody service: when you buy, your Virtual Currencies are sent to your wallet address; when you sell, your funds are sent to your bank account. Adopto strongly recommends that each of its Clients be the sole owner and in effective control of their Virtual Currencies and private keys used to hold and secure such assets.

Adopto does not offer features allowing you to initiate a transaction on a blockchain ("Blockchain Transaction") to transfer your Virtual Currencies. When you perform a Blockchain Transaction yourself, you may experience a delay caused by the blockchain you are interacting with.

For technical or commercial reasons (e.g., due to network congestion on a blockchain), it is possible that a transaction on a blockchain may never be completed (i.e., it is never incorporated into a block of the relevant blockchain). In this case, the failure of the transaction must ultimately be accounted for by the Person who initiated such transaction. If you experience unusual or frustrating delays, you should contact the Adopto customer service team for assistance. Once Adopto has transferred your Virtual Currency or fiat currency to you, we are no longer responsible for it under any circumstances. All Virtual Currency transactions outside the Adopto Channels are final, irreversible, and irretrievable.

Usual timelines: an Interac e-Transfer usually reaches us within 0 to 30 minutes and a wire transfer within 1 to 2 business days; as soon as your payment is received, your Virtual Currencies are sent to you. When you sell, as soon as your Virtual Currencies are received, your transfer is usually initiated the same day, then follows your bank's timelines. With StrongHodl, an order is usually processed within a few minutes, and within 30 minutes at most depending on when the Interac e-Transfer arrives; an order received late in the evening is processed the next morning. These timelines are not guaranteed: delays may occur because of financial institutions, a blockchain network, checks required by law, or outside business hours, and Adopto disclaims any liability related to such delays.

12. Absence of Any Warranty

All transactions conducted for our Clients are final. To be able to offer competitive prices, we cannot offer a warranty. The Adopto Channels are offered to you "as is," without any warranty, to the full extent permitted by law, and this disclaimer of warranty shall apply even if you inform us of special circumstances. Furthermore, the Adopto website as well as any customer service or technical support offered by Adopto are provided to you without any warranty.

13. Limitation of Liability

To prevent our prices from being higher, it is necessary for Adopto's liability toward you to be limited. Thus, Adopto's liability regarding any claim, any loss (including loss of profits, gain, or income), any damage, or any consequence (referred to as a "Claim") shall be limited to a maximum of $500 CAD (in total) and this limitation of liability shall be applicable regardless of the cause of action, the reason for the loss, the nature of the damages, or any other factor. However, if a Claim is related to a risk mentioned in Article 9 of this Agreement (therefore a risk for which Adopto refuses any liability), Adopto's liability regarding that Claim shall be limited to a maximum of $50 CAD (in total), notwithstanding any terms of this Agreement. As this Agreement does not allow purchases involving third parties, Adopto's liability toward you in the event of third-party participation shall be limited to $0. Adopto shall in no case be liable for punitive damages, consequential costs, loss of goodwill, damage to reputation, or loss of opportunities. Subject to applicable law and subject to your liabilities toward us or our third-party suppliers, as the case may be, or under this Agreement or your use of the Services, the limitations of liability in this Agreement shall not serve to prevent us from returning to you a payment or Virtual Currencies received for an uncompleted transaction.

Adopto assumes no responsibility regarding a dispute you may have with another person, including your clients, creditors, or any beneficiary whatsoever, as a consequence of this Agreement or a Service. It is entirely the Client's responsibility to resolve such a dispute directly with the Person in question in a manner that will have no adverse effect on Adopto. Adopto assumes no responsibility if the Person: i) does not credit the Client for an instrument, for any reason whatsoever; ii) charges fees or a penalty to the Client regarding an instrument; iii) does not provide the products or services purchased or if the products or services provided are unsuitable.

14. Adopto Indemnification Commitments

You agree to defend, indemnify, and hold harmless Adopto, its parent companies, its affiliates, its licensors, its suppliers, contractors, and their respective shareholders, directors, and officers, assigns, and successors in interest, from any liability, damage, loss, claim, demand, action, cause of action, and cost (including, without limitation, attorney fees and costs) arising from or resulting from: (i) your breach of this Agreement; (ii) your use of the Services, or any part thereof; (iii) your negligent or deliberate acts or omissions, alleged or actual, or those of your Representatives; (iv) any tax or other liability related to any product or service you may provide or sell; (v) your operation of a business; (vi) any activity in or through your Messaging Account; (vii) any third-party claim regarding you; (viii) all costs incurred by Adopto to respond to a subpoena or any other court order regarding you or a third party with whom you have a relationship; (ix) any termination or suspension of your access to the Services; and (x) the use by a third party of your Messaging Account or your Services.

15. Modification Exclusive to Adopto

You may not modify this Agreement. We may modify this Agreement at any time (a) either by publishing a modified version of this Agreement on our website, on your Messaging Account, or our secure messaging services, or (b) by sending you information regarding such modification by email. The modified Agreement will take effect and apply to you within 15 days following the sending containing the information regarding the modified Agreement, or the date of its publication, whichever date comes first. If you do not agree with a modification made to this Agreement, your sole remedy shall be to stop using our Services and/or the Adopto Channels.

16. Free Assignment of Adopto's Rights

We may assign this Agreement (without giving you notice) in the event of the sale of all or substantially all of our business. In any other case, we may assign this Agreement with 30 days' notice. You are not permitted to assign this Agreement, and any assignment of this Agreement by you shall be void ab initio.

17. Courts and Applicable Law

Any dispute related to this Agreement shall be heard exclusively by the courts sitting in the judicial district of Quebec, and the applicable law shall be that of the province of Quebec. The parties' proceedings must be drafted in French.

18. Terminations

Either party to this Agreement may terminate it for cause or without cause, without notice and without additional liability. Subject to Applicable Laws that might require us to proceed otherwise and any liability you might have toward us or a third party, Adopto shall return to you any payment or Virtual Currency received for an uncompleted transaction, as the case may be, and you shall pay any amount you owe to Adopto for services received before termination.

19. Miscellaneous Provisions

All articles, paragraphs, sections, headings, or other divisions inserted into this Agreement have been inserted solely for ease of reading and may not be used to interpret the Agreement, nor to contradict its terms, nor to extend or restrict its scope.

The fact that Adopto has not insisted on the full performance of any of the obligations, commitments, or responsibilities of a Client contained herein or has not always exercised any of its rights referred to therein shall not be considered a waiver for the future of such right or such performance of such obligations, commitments, or responsibilities.

All communications between Adopto, the client, and any other person regarding the Services will be mainly ensured by an electronic delivery mode or otherwise, and will take place in accordance with this agreement. The Client waives any defense right they might have and any exemption from liability based on the fact that a document was accessed or sent, received, accepted, or processed by an electronic delivery mode, including based on the fact that it was not "in writing" or was not signed or delivered. All documents provided by an electronic delivery mode must be presented in a format that allows Adopto to retain them. The client will keep the originals of all documents transmitted to Adopto by an electronic delivery mode and will provide them to Adopto if requested. The records, information, and other documents that Adopto keeps are solely in electronic form and will be admissible in all judicial, administrative, and other proceedings in this form as conclusive evidence of the content of these records, information, and other documents as if they were original paper documents. The Client waives any right they might have to object to the presentation of such records, information, and other documents as evidence.

This constitutes the entire Agreement between Adopto and you. It cancels and replaces any other agreement or contract, and you acknowledge that by accepting this Agreement, you do not rely on any other statement made by Adopto. By accepting this Agreement, you simultaneously declare having read it carefully, having obtained adequate explanations on the nature of its provisions, and understanding them, and you consent to this Agreement which is interpreted as a contract of adhesion (contract of "gré à gré").

20. Definitions

The words and expressions listed below shall have, according to the context of the Agreement, in all schedules or any other document incidental to such Agreement, unless otherwise indicated or inconsistent with the context, the meanings given to them in this article:

"FINTRAC" means the Financial Transactions and Reports Analysis Centre of Canada.

"Client(s)" has the meaning mentioned in Article 1 and means any Person who enters into this Agreement or who adheres to a Service, receives authorization to use a Service, or uses a Service, including the Person's Representatives;

"Messaging Account" has the meaning mentioned in Article 1 and means a specific secure messaging account authorized by Adopto dedicated to be used exclusively by a Client to communicate with Adopto regarding the use of the Services;

"Agreement" means this Agreement and its legal conditions as well as any Service material or document produced by Adopto and used in connection with the provision of Service, as the case may be. Each document forming part of the Agreement is deemed to be integrated into it and into every other part of the Agreement as soon as Adopto gives it effect, without Adopto, the Client, or any other Person having to take any other measure whatsoever;

"Money Services Business" or "MSB" means a money services business within the meaning of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and of the Money-Services Businesses Act (Quebec), which includes foreign exchange dealing, money transferring and dealing in virtual currencies;

"Prohibited Business" means a Person, or a Person owned or controlled directly or indirectly by a Person, who owns an Internet or online gambling business or a shell bank, or who operates or controls such a business or shell bank or derives income therefrom, or who is a business participating in or associated with irregular, illicit, or illegal activities, or any other business that Adopto may, at its discretion, designate as being a Prohibited Business;

"Insolvency" means any action resulting in, or which could reasonably be expected to result in, the Client: i) being unable to pay their debts as they become due; ii) ceasing to honor their short-term obligations in the normal course of business as they generally become due; iii) being deemed to be bankrupt or insolvent under Applicable Laws, including, where applicable, the Winding-up and Restructuring Act (Canada).

"Applicable Law(s)" means all laws, decrees, regulations, decisions, treaties, orders, judicial decisions, judgments, injunctions, writs, and awards emanating from a court, an arbitrator, or a regulatory body, all directives, guidelines, notices, and decisions emanating from a competent regulatory body, as well as constating acts, rules, standards, directives, guidelines, operating circulars and others, regulations, customs, and usages of exchanges, central or reserve banks, markets, and clearing houses or systems, including the rules of Payments Canada, the rules of the National Automated Clearing House Association, SWIFT documentation, and all applicable laws concerning anti-money laundering and anti-terrorism financing, which apply in each case to this agreement, the services, Adopto, the client, or their respective businesses as well as to any other person taking part in a transaction conducted under this agreement or related thereto (including the person who begins a transaction processed under this agreement or who transmits such a transaction through a payment system or in another manner, and the person who receives this transaction, as the case may be);

"Virtual Currency(ies)" has the meaning mentioned in Article 1 and includes, without limitation, the cryptocurrencies currently most widespread in the market and/or a virtual currency based on a blockchain.

"Person(s)" means an individual or a partnership, a limited partnership, a limited liability company, a business corporation, a limited liability corporation, an unlimited liability company, a trust, an unincorporated association, a joint venture, or another entity or a regulatory body, pronouns being understood in a similarly broad sense;

"Adopto Channels" has the meaning mentioned in Article 1.

"Representative(s)" means directors, officers, trustees, employees, authorized signatories, mandatories, contractors, subcontractors, service providers, consultants, internal or external auditors, legal counsel, or other professional advisors or other persons acting on behalf of a party, notably a person mentioned in an authorization form and the delegates of that person;

"Service(s)" has the meaning mentioned in Article 1 and means an Adopto product or Service provided to the Client or used by the Client.

"Adopto" means 11639064 Canada Inc., doing business under the names Adopto Technologies and Adopto, (hereinafter referred to as "we", "our", "us", or "Adopto" in this Agreement).