Terms of Use

(Canada MSB/PSP Services)

This agreement (the “Agreement”) is for customers located in Canada or those outside of Canada, in either case, who opt-in to using services supplied by MBD Financial Canada Inc., a British Columbia company, doing business as Cedar (“Cedar Canada”), governing your (“Client”) use of the services (the “Services”) available through the Cedar Canada website at https://www.cedar.money and any mobile, web applications or third party integrations (each, a “Site”) through which they may be made available. By checking an opt-in box, clicking on “I accept” or otherwise accepting this Agreement on the sign-up page, installing the Site, or otherwise accessing or using the Services, Client acknowledges that they have read, understood, and agree to be bound by and comply with the terms of this Agreement. If Client is using the Services on behalf of an entity, partnership, or other organization, then Client represents that they: (i) are an authorized representative of that entity with the authority to bind that entity to this Agreement and (ii) such entity agrees to be bound by this Agreement. If Client does not agree to the terms of this Agreement, then they are not permitted to use the Services.  Capitalized terms in this Agreement are defined in the Glossary at the end.

REGULATORY STATUS. Cedar Canada is: (i) registered as a money services business with FINTRAC with registration number C100000878; and (ii) an applicant for registration or registered as a payment services provider with the Bank of Canada. Cedar Canada is not a bank, Stablecoin issuer, exchanger or hosted wallet supplier.

1. Cedar Canada Services.

1.1 Payment Transaction Services

Cedar Canada shall carry out Transactions for Client as per Client Instructions.  Every Transaction is subject to (i) Client compliance with this Agreement; (ii) Cedar Canada compliance and risk management policies; and (iii) requirements of applicable law and Regulatory Authorities.  Cedar Canada retains the sole and absolute discretion to decline, suspend or reverse any Transaction without prior consent of or notice to Client.  Client acknowledges and agrees that for one or more legs of each Transaction the value supplied by the Payor may be converted to or from Stablecoin once or more, but always in a manner that is consistent with Client Instructions.  Cedar Canada does not supply Stablecoin exchange services.  The fact that value delivered in a Transaction is converted in or out of Stablecoin shall not be interpreted as Cedar Canada providing Stablecoin exchange services to Client or any third party. 

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1.2 Money Transmitter Transactions – Client as Payor

If Client is the Payor for a Transaction, then the Transaction is a money transmitter Transaction consisting of Cedar Canada acting as agent of the Client on Client Instructions to send Fiat or Stablecoin and causing Fiat or Stablecoin to be settled to a Payee.  In money transmitter Transactions, the Counterparty of the Client is the Payee.

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1.3 Payment Processing Transaction – Client as Payee

If Client is the Payee for a Transaction, then the Transaction is a payment processing Transaction consisting of Cedar Canada acting as agent of Client on Client Instructions to receive Fiat or Stablecoin from a Payor who has initiated a payment to Client in Fiat or Stablecoin using a Member or other third party.  In payment processing Transactions, the Counterparty is the Payor.

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1.4 Limitations on Clients

Cedar Canada will not accept all potential Clients.  Each potential Client must provide such information and documentation as Cedar Canada may request in order to assess the risks associated with Client and their proposed Transactions.  Client represents that all information supplied to Cedar Canada, whether through an Application or otherwise, is true and accurate and shall immediately notify Cedar Canada of any inaccuracy or change in information supplied to Cedar Canada.  The following Persons are prohibited from using the Services and Client may not send or receive Assets from them: any person who is (i) listed on the anti-terrorism financing list maintained by the Office of the Superintendent of Financial Institutions (available at https://www.publicsafety.gc.ca/cnt/ntnl-scrt/cntr-trrrsm/lstd-ntts/index-en.aspx) pursuant to subsection 83.05(1) of the Criminal Code, the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism, and the United Nations Al-Qaida and Taliban Regulations, or other similar anti-terrorism financing legislation or regulation (each a “Canadian Listed Person”); (ii) located in or operating under a license issued by a jurisdiction identified by the Canadian Government as a sponsor of international terrorism; (iii) not in compliance or noncooperative with anti-money laundering legislation contained in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and its associated regulations, guidelines by the Financial Transactions Reports Analysis Centre of Canada or other similar applicable anti-money laundering, anti-terrorism financing legislation or regulation, or international anti-money laundering principles or procedures by an intergovernmental group or organization of which the Canada is a member; (iv) a specially designated national within the meaning of the United States Office of Foreign Asset Control of the U.S. Department of the Treasury; (v) individual consumer users; or (vi) Persons who have been terminated by Cedar or any of its Affiliates or any Member.

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1.5 Limitations on Transactions

Cedar Canada imposes limitations on the jurisdictions to or from which Transactions may occur as well as on the size, currency, Stablecoin, frequency of Transactions.  Such limitations may be disclosed to Client on the Site and may change from time to time without prior notice to or consent from the Client or any Counterparty.  Transactions may be supplied only between Live Jurisdictions.

Client shall not use the Services for any illegal, fraudulent or other prohibited activity. If Cedar Canada suspects that Client may be engaging in or have engaged in a fraudulent, illegal or prohibited activity, including any violation of this Agreement, Platform Terms or other Member Terms, Client access to the Services may be suspended or terminated at the sole discretion of Cedar Canada. Additionally, Cedar Canada may report the transaction to the relevant law enforcement agency or Regulatory Authority. Without limitation, Client shall not make or attempt to make Transactions as consideration for or in connection with:

• any illegal act;
• drugs, alcohol, or drug paraphernalia, or items that may represent these uses;
• forex or binary or any other variation of trading;
• payday loans;
• debt elimination, consolidation, or reduction services;
• cigarettes, tobacco or e-cigarettes;
• items that promote hate, violence, racial intolerance, or exploitation of a crime;
• goods or services that infringe on the intellectual property rights of a third party;
• fireworks;
• illegal wildlife trade;
• weapons (including without limitation, knives, guns, firearms or ammunition);
• replica and/or unlicensed branded goods; or
• any other category or payer that Cedar Canada decides to prohibit, in its sole discretion.

Client shall not itself and shall not permit any Client Personnel or any other third party to: (i) permit any party to access or use the Services other than the Client Personnel authorized under this Agreement; (ii) modify, adapt, alter or translate any software of Cedar Canada Systems underlying the Services; (iii) license, lease, rent, loan, distribute, or otherwise transfer the Services to any third party; (iv) except if, and solely to the extent that, such a restriction is impermissible under Law, reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or algorithms, structure or organization) of any software or Cedar Canada Systems underlying the Services; (v) use or copy the any software or Cedar Canada Systems underlying the Services except as expressly allowed hereunder; (vi) conduct or promote any illegal activities while using the Services; (vii) use the Services to generate unsolicited email advertisements or spam; (viii) use the Services to stalk, harass or harm another individual; (ix) use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation robots, spiders or scripts); (x) except if, and solely to the extent that, such a restriction is impermissible under Law, interfere in any way with the proper functioning of the Services or interfere with or disrupt any servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (xi) attempt to gain access to secured portions of the Services to which it does not possess access rights; (xii) upload or transmit any form of virus, worm, Trojan horse, or other malicious code; (xiii) use any robot, spider, other automatic device, or manual process to extract, “screen scrape”, monitor, “mine”, or copy any static or dynamic web page on the Services or the content contained on any such web page for commercial use without our prior express written permission; (xiv) impersonate any person or entity, or otherwise misrepresent its affiliation with a person or entity; (xv) mirror or frame the Services or any content, place pop-up windows over its pages, or otherwise affect the display of its pages; or (xvi) publicly display or publicly perform any part of the Services. Client may not use the Services for any purpose other than a purpose for which the Services are expressly designed. If Client is prohibited under Laws from using the Services, Client may not use them.

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1.6 Errors

Client shall immediately notify Cedar Canada of any errors by Cedar Canada or Client in the supply or use of the Services. Where practicable, Cedar Canada shall use commercially reasonable efforts to investigate errors, but makes no representation or warranty as to its ability to correct the error. Client shall provide Cedar Canada with any information necessary to investigate an error in a Transaction or an ensuing Transaction. Some Transactions, such as wire transfers or exchanges of Stablecoin for Fiat (or vice versa), and Stablecoin transmissions are irreversible, so Client agrees to exercise extreme caution when initiating any Transaction. 

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2. Linked Accounts

2.1 Linked Accounts. To fund a Payment Account, Client must associate one or more Linked Accounts with its Payment Account. Client shall provide to Cedar Canada all account numbers, owner identifications, and other information regarding each Linked Account reasonably requested. Cedar Canada may refuse to accept a payment into a Payment Account at any time if Cedar Canada believes accepting such payment creates excessive regulatory, security, financial, or reputational risk. Client represents and warrants that (1) it has the authority to provide all requested information regarding each Linked Account, and that any representative providing the information has the authority to provide it, and (2) it provides complete and accurate information regarding the Linked Account. Client shall notify Cedar Canada promptly of any changes to information regarding the Linked Account.

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2.2 PAD Authorization. Client hereby authorizes Cedar Canada to draw on or deposit to the Linked Account maintained by Client at the financial institution providing the same (the Client Institution), through the information provided by Client to Cedar Canada for such purposes through the Site or by other means.  The foregoing consent is provided pursuant to this Agreement and is to allow for Cedar Canada to settle or to receive provisional funding of Client fees pursuant to the Agreement, for the purpose of paying all regular payments and all other amounts owing by Client to Cedar Canada pursuant to the terms of the Agreement, including without limitation, Transaction amounts, charges, fines, fees, penalties, payment of current or past due amounts and all other amounts owing in the event of a default under the Agreement and for paying all amounts owing under any other agreement with Cedar Canada or any of its affiliates for any related services (the “PAD Authorization”). In respect of payment of any amounts owing all regular recurring payments will be debited on or about the 17th day of each month (or on such other day, each month, mutually agreeable to the parties), in each case, in the amounts set out in the Agreement.

For debits other than regular recurring debits and/or one time payments owing in connection with the Agreement, Client understands that Cedar Canada will obtain Client’s authorization prior to initiating any such debit.

The following provisions apply only in respect of Fiat Assets involving a Linked Account and a PAD Authorization:

Client further agrees that if any payment is dishonoured by the Client Institution for any reason, then Cedar Canada shall be entitled to issue another debit in substitution for the dishonoured debit. Client acknowledges that this PAD Authorization is provided for the benefit of Cedar Canada and the Client Institution and is provided in consideration of the Client Institution agreeing to process debits against Client’s Linked Account in accordance with the rules of the Payments Canada.

Client shall be charged a fee for each credit and debit, that cannot be processed and all subsequent funding may be suspended until Client either (i) notifies Cedar Canada that credits and debits can be processed or (ii) a new Authorization is signed by Client. Financial institution must be able to process or accept electronic funds transfers (EFT) and pre-authorized debits through the Payments Canada network. 

Client Institution’s treatment of each debit shall be the same as if Client had issued its cheque authorizing the Client Institution to pay as indicated and to debit the amount specified to Client’s Linked Account. Client confirms that this means, in part, that the Client Institution is not required to verify that a pre-authorized debit has been issued in accordance with Client’s instructions or that some pre-condition to payment has been met or satisfied. 

This PAD Authorization may be cancelled at any time by written notice by Client to Cedar Canada which notice shall be effective five business days after receipt. To obtain a sample cancellation form, or for more information on the right to cancel this PAD Authorization, Client understands that Client may contact Client Institution or visit https://www.payments.ca. This PAD Authorization applies only to the method of payment and Client agrees that revocation of this PAD Authorization does not terminate or otherwise having any bearing on the Agreement. This PAD Authorization may be discontinued at any time by Cedar Canada without notice. Delivery of this PAD Authorization, to Cedar Canada, constitutes delivery by Client to Client Institution. Client confirms that the debits authorized hereunder are for business purposes. Client hereby waives the right to receive any notice, written or otherwise, from Cedar Canada of the amount to be debited and the date(s) on which such debits are to be processed, as well as notice of any and all future changes to the amounts or payment dates.

Client hereby waives the “Pre-notification/Confirmation” requirements set out in Appendix II of Rule H1 (“Pre-authorized Debits”) of the Payments Canada.

Client understands that Client has recourse rights if any debit does not comply with this PAD Authorization. For example, Client has the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD Authorization. To obtain more information on Client recourse rights, Client may contact the Client Institution or visit www.payments.ca.

Client consents to the disclosure of any relevant information contained in the Agreement and this PAD Authorization to the financial institution for purposes of the Automatic Debit Program.

Cedar Canada may assign this PAD Authorization, whether directly or indirectly, by operation of law, change of control, or otherwise, by providing at least 10 days prior written notice to Client through email or other verifiable electronic means. Any such assignment shall not affect Client's rights or Cedar Canada's obligations under this PAD Authorization.

All capitalized terms used in this PAD Authorization and not otherwise defined shall have the meaning set out in the Agreement.

Client understands that Client may contact Cedar Canada at the address or phone number in the Agreement to make inquiries, obtain information or seek any recourse rights.

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2.3 Quebec. Persons located in Quebec are not permitted to use the Services.

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3. Safeguarding of Funds

3.1 Payment Account. Cedar Canada is not a bank and does not itself take deposits, pay interest or provide deposit-taking services. On receipt by Cedar Canada of Client Assets sent to the Payment Account for a Transaction by a Payor or Payee, Cedar Canada will immediately deliver those Assets as per Client Instructions.  If a Transaction fails to be processed, Client hereby provides standing Client Instructions to return the Assets to the Payor.  If Client is the Payor, Assets are to be immediately returned to the Linked Account from which they were sent.  If Client is a Payee, Assets are to be immediately returned to the Payor Counterparty of Client as per the applicable terms with such Counterparty.

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3.2 Safeguarding. If Cedar Canada is unable to immediately deliver the Assets to the intended Payee or return them promptly to the Payor, Cedar Canada will combine those Assets with Assets received from other customers (collectively, “End User Assets”) and place them into one or more pooled accounts at eligible financial institutions. Those accounts will not be used for any other purpose. Cedar Canada will hold End User Assets in a bare trust for Client unless it elects to use another method permitted by the RPAA to safeguard them, in which case it will update the Agreement to reflect such change. The trust relationship hereby created, solely for the purposes of End User Assets, shall be governed by the laws of the Province of British Columbia. As trustee to Client, Cedar Canada is hereby expressly granted full power and authority to manage and direct the End User Assets in accordance with this Agreement and applicable law. Cedar Canada will not use End User Assets for its own business purposes. End User Assets will remain in safeguarding accounts until they are withdrawn, transferred, or used to satisfy Client obligations to Cedar Canada, its Affiliates or a third party in accordance with this Agreement or applicable law. The following are not part of the End User Assets: (i) Assets held as a reserve or fraud or loss prevention mechanism provided for in the Agreement, if any; or (ii) Assets for which Client has provided Instructions for immediate transfer. Cedar Canada's role as trustee does not extend to, and creates no fiduciary obligations with respect to, any other Services, Assets, or relationships between Cedar Canada and Client, including but not limited to those arising elsewhere under this Agreement or any other business relationship existing outside the scope of the Agreement. Accordingly, all trustee duties and obligations shall be subject to and limited by the requirements of the RPAA and regulations made thereunder.

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3.3 Cedar Canada Bankruptcy. In the event of the bankruptcy or insolvency of Cedar Canada, it is expressly stipulated that any Assets held as End User Assets in trust shall remain the sole property of the Client and shall not be subject to the claims of creditors of Cedar Canada. Cedar Canada’s creditors shall have no rights to access, seize, or otherwise interfere with the End User Assets, as these Assets are held solely for the benefit of the Client and other customers of Cedar Canada under a trust arrangement, and do not form part of the assets of Cedar Canada subject to creditor claims.  In the event of the winding up of the trust created under this Agreement, all End User Assets shall be promptly distributed to the Client and other customers in accordance with their respective entitlements. Cedar Canada shall ensure that the distribution of such Assets is executed promptly and in compliance with Applicable Law, and all necessary measures shall be taken to facilitate the smooth transfer of End User Assets to the rightful Client.

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3.4 No CDIC Protection. Client’s settlement to a Payment Account neither confers depositor rights or protections under Canadian law nor qualifies as a deposit received by Cedar Canada pursuant to the Trust and Loan Companies Act (Canada) or the Bank Act. Cedar Canada does not pay any interest to Client on the balance of any Payment Account. Client acknowledges and understands that Assets held in trust by Cedar Canada are not deposits and are not eligible for protection under the Canada Deposit Insurance Corporation (CDIC) or any other deposit insurance program. Such End User Assets are, however, protected through: (1) segregation in dedicated trust accounts separate from Cedar Canada's operating accounts, (2) maintenance in accordance with applicable trust laws of the Province of British Columbia, and (3) Cedar Canada's operational risk management framework that includes safeguards, controls, and regular monitoring of fund movements. If Cedar Canada or the Cedar Institution receives an order of any court or governmental or regulatory authority relating to Client, or if Cedar Canada or the Cedar Institution deems it advisable in order to comply with Applicable Law or considers that it could be in breach of any Applicable Laws relating to any Client, Cedar Canada or the Cedar Institution may freeze Funds or block transfer of Funds.

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3.5 Access to Assets. Cedar Canada shall ensure Client has reliable and timely access to its End User Assets through the Services, subject only to restrictions required by Applicable Law, fraud and risk management, security measures, or temporary technical maintenance, which shall be communicated to Client in advance whenever possible. In the event of any significant operational incident affecting access to Funds, Cedar Canada will promptly notify affected Clients and relevant regulatory authorities, including the Bank of Canada, in accordance with Applicable Law.  Client agrees that if Cedar Institution pays interest on Client Assets that are End User Assets or otherwise, Cedar Canada may keep all of that interest and pay none of it to Client.

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4. Platform and Cedar Network Integration

4.1 Platform.  The Parties to this Agreement agree that Instructions and other communication between the parties concerning the Services may occur through the Platform pursuant to Platform Terms.  Client agrees that all information concerning the Services, including information concerning Transactions, Payors and Payees may be processed under the Platform Terms on the Platform.  Client agrees that Instructions provided to Cedar Canada through the Platform shall be deemed to be provided to Cedar Canada directly and Cedar Canada has no duty to verify the accuracy or authenticity of such Instructions.

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4.2 Cedar Network.  The Cedar Network assists Payors and Payees in multiple international jurisdictions send and receive information concerning payment transactions as well as access the services of Members of the Cedar Network that are financial institutions.  Each Member of the Cedar Network operates pursuant to its own Member Terms.  Under this Agreement, Cedar Canada performs as a Member of the Cedar Network and this Agreement is Member Terms in relation thereto.  Client and its Counterparties may be parties to other Member Terms with other Members.  Client instructs Cedar Canada to share Transaction information with the Cedar Network Members as well as Counterparties of Client.  Cedar Canada assumes no liability for the acts or omissions of other Network Members or any other third party, despite their integration with the Cedar Network and the Services.

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5. Fees

5.1 Fees.  Fees applicable to the Services shall be disclosed to Client on the Site.  Fees displayed on the site are exclusive of any applicable taxes. Fees are non-refundable.  Client instructs Cedar Canada to debit Fees and other amounts owing to Cedar Canada hereunder under the PAD Authorization from the Linked Account or from Transaction Assets.

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‍6. CRYPTO RISKS

Depending on Client Instructions, Transactions may include the purchase, transmission or sale of Stablecoin.

CLIENT ACKNOWLEDGES THAT CRYPTO IS VERY RISKY AND DIGITAL ASSETS HAVE NO INHERENT VALUE. 

By using the Services, Client understands that there are substantial risks associated with the purchase, sale, holding and use of Stablecoin, and Client is agreeing to familiarize itself and assume all such risks, including, but not limited to the following:

• Stablecoin is not insured in any way by Member, Cedar Canada or any governmental authority; there is no deposit (e.g. CDIC) insurance or other insurance on your Stablecoin;
• price and liquidity of Stablecoin has been, and may be, subject to large fluctuations on any given day and Client may lose any and all value in Stablecoin at any time;
• some Stablecoin exchanges have been subject to cyberattacks and other technical issues that have resulted in the loss or theft of Stablecoin to their users and there is a risk that a similar cyberattack could affect Transactions and result in the theft or loss of Client’s Stablecoin for which Client cannot recover;
• Stablecoin is not part of a central bank that can take corrective measures to protect the value of Stablecoin in a crisis;
• changes to applicable law may adversely affect the use, transfer, exchange, or value of Client Stablecoin and such changes may be sudden and without notice;
• Stablecoin is not legal tender and is not backed by a government; and
• Stablecoin has value only from the continued willingness of market participants to use Stablecoin, thus Stablecoin is susceptible to loss of confidence, which could collapse demand relative to supply and may result in permanent and total loss of value of a particular Stablecoin asset if the market for such asset disappears. Client acknowledges, understands, and expressly accepts these risks and agrees that Cedar Canada shall have no liability whatsoever for any losses arising from Stablecoin value fluctuations or collapse.

The risks set out above may, for example, manifest themselves in a Transaction where Cedar Canada or a third party has converted Client's Fiat to Stablecoin or Stablecoin to Fiat, in each case, for transmission to a Payee Wallet. If the value of that Stablecoin plummets after conversion of Client Fiat, the value that is delivered – in Fiat – will be much less than the Payee is likely to expect. By making a Transaction, Client agrees to assume exclusive liability for that risk and to indemnify and hold harmless Cedar Canada from any claims by Payees or other third parties arising from such value fluctuations.

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7. Cedar Canada Intellectual Property Rights.

Cedar Canada and its licensors expressly reserve all Intellectual Property Rights in the Services, Cedar Canada System and all materials provided by Cedar Canada hereunder. All right, title and interest in the Services and all other materials provided by Cedar Canada hereunder, any update, adaptation, translation, customization or derivative work thereof, and all Intellectual Property Rights therein will remain with Cedar Canada or its licensors. Cedar Canada reserves the right, in its sole discretion, to change, modify, add, or remove portions of the Services without prior notice to Client or consent of Client. Certain of the names, logos, trademarks, trade names, service marks, content, visual interfaces, interactive features, information, compilation, computer code, products, services, and other materials displayed on the Services (“Cedar Canada Materials”), are protected by applicable Intellectual Property Rights Laws. 

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8. Client Data and Privacy.

8.1 Client Data Collected

In order to supply the Services under this Agreement, Cedar Canada will require that Client supply its name, address, phone number, email address, bank account information, Wallet addresses, ID documents, utility bills, Instructions, Transaction information, Counterparty information, Member credentials, and Client Member Account information, and such other information as is set out in the Cedar Canada Privacy Policy posted at https://www.cedar.money, which includes a full list of the data collected and processed by Cedar Canada. 

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8.2 Cedar Canada Appointed Data Processor for Client

Client hereby appoints Cedar Canada as its data processor with respect to Client Data for the purpose of Client using the Cedar Canada Services and also accessing Cedar Network and other Members. Subject to the Cedar Canada Privacy Policy, posted at https://www.cedar.money Client and each of Client Personnel hereby grant Cedar Canada the right to collect, store, use and disclose Client Data for the purpose of providing the Services and its integration with other Member Services selected by Client. Client Data will be used by Cedar Canada to assist Client in selecting Services carrying out Transactions, receiving reports concerning Transactions, Counterparties and other Members, fraud monitoring, informing Payors and Payees of Transaction requests and fulfillment, Transaction status and other features of the Services.

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Client hereby instructs Cedar Canada to disclose Client Data to other Members, Counterparties, Payors, Payees and other third parties as required to deliver Instructions and otherwise perform the Services. Cedar Canada has no liability for any collection, processing, storage, use or disclosure of Client Data by any Member or any other third party. Cedar Canada reserves the right to decline to share Client Data with any third party where Cedar Canada believes that such sharing may expose Client or Cedar Canada to excessive security, financial or reputational risk, provided however that Cedar Canada shall not be liable for any act or omission of any third party with respect to Client Data or otherwise. Cedar Canada makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility or liability for, the quality, content, nature, veracity or reliability of any Client Data whether it was supplied by Client. Where required by Law, Cedar Canada will disclose Client Data to law enforcement agencies.

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8.3 International Data Transfer Consent

Client hereby authorizes Cedar Canada to transfer Client Data outside of the home jurisdiction of Client, including to jurisdictions that may not provide the same level of data protection as Canada, for Cedar Canada to supply the Services detailed herein and also to allow Members to supply Member Services under Member Terms. Cedar Canada shall implement appropriate safeguards for such transfers in accordance with applicable privacy laws.

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8.4 Third Party Processors of Client Data – Client Consent

Client consents for Cedar Canada to use third parties to process Client Data the nature and detail with respect to such third party processors are set out in the Cedar Canada Privacy Policy.

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8.5 Data Security

Cedar Canada will take reasonable steps to help protect Client Data in accordance with industry-standard security practices and applicable privacy laws. However, Client understands and agrees that such steps do not guarantee that the Services are invulnerable to all security breaches or immune from viruses, security threats or other vulnerabilities, and Cedar Canada shall not be liable for security breaches caused by third parties or events beyond Cedar Canada's reasonable control. Cedar Canada reserves the right, and Client hereby consents, to cooperate with local, provincial, and federal authorities in investigations of improper or unlawful activities. This cooperation may require the disclosure of Client's personal information, in accordance with applicable laws and regulations. Cedar Canada may also report to other organizations about improper or unlawful user activities and this reporting may include disclosure of personal information relating to those individuals conducting such improper or unlawful activities.

Client shall secure Client Data in its possession or under its control using reasonable security measures appropriate to the sensitivity of such data. Client assumes exclusive responsibility for ensuring the security of Client Device and the data on it. Cedar Canada is not liable for the operation or failure of Client Devices or those of any third party, including but not limited to processors, hosting services, internet service providers and other Members. Client shall not operate Client Device in a manner that does not meet the applicable security requirements of Cedar Canada, as indicated in the Payment Account or on the Site, or those of Members. 

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8.6 Accuracy

Client has sole responsibility for the accuracy, appropriateness and completeness of all Client Data. Cedar Canada will use the Client Data it is provided in performing the Services and is not responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness or completeness of Client Data including but not limited to Instructions.

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8.7 Background Checks – Client Consent

Client hereby authorizes Cedar Canada to, directly or through third parties, make any inquiries and conduct any investigation to verify Client identity and risk parameters associated with actual or proposed Transactions.

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8.8 Data Backups

Client shall not rely on the Services as its sole repository of Transaction Data; Client shall periodically download and backup Transaction data outside of the Services for safekeeping.

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8.9 Feedback

In the event that Client provides Cedar Canada any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Services or Member Services (“Feedback”), Client agrees that Cedar Canada may use the Feedback to modify the Services and that Client will not be due any compensation, including any royalty related to the product or service that incorporates the Feedback. Client hereby grants Cedar Canada a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether Client provides the Feedback on the Services or through any other method of communication with Cedar Canada.

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8.10 Limitations

Client shall not take possession of or enter into the Payment Account any data: (i) that Client does not have the lawful right to copy, transmit, distribute, and display (including any Client Data that would violate any confidentiality or fiduciary obligations that Client might have with respect to the Client Data); (ii) for which Client does not have the consent or permission from the owner of any personally identifiable information contained in the Client Data; (iii) that infringes, misappropriates or otherwise violates any Intellectual Property Rights or violates any privacy rights of any third party; (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive; (vi) that violates, or encourages any conduct that would violate, any Laws or regulation or would give rise to civil or criminal liability; or (vii) that contains any viruses, trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

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8.11 No Financial Advice Provided

The Services shall enable Transactions. Client acknowledges, however, that the Services do not include the supply of any accounting, financial, investment, legal or other professional advice. Cedar Canada is not a banking, accounting or other professional services firm. Cedar Canada does not hold any licenses for the supply of any banking, accounting, financial, investment, legal or other professional advice and none of the Services shall be construed as including any such services. Data presented in the Services, such as financial information, for example, shall not be construed as reflective of the financial status of Client. Client shall be exclusively responsible for retaining any banking, accounting, financial, investment, legal and other professional advice.

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8.12 Communications Monitoring

Cedar Canada may monitor and record support-related and other outbound chats or calls to Client, as well as inbound chats or calls to Cedar Canada by Client or Client’s representatives, for compliance, support, training and other purposes. Client agrees that Cedar Canada may record any correspondence or call between Client and Cedar Canada relating to the Services, and agrees to (i) notify all relevant Client employees that calls with Cedar Canada may be monitored and (ii) indemnify and hold harmless Cedar Canada from any claim arising as a result of Cedar Canada’s monitoring or recording of calls between Cedar Canada and Client’s representatives.

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9. Indemnification.

Client shall defend, indemnify, and hold harmless Cedar Canada, its employees, officers, directors, Affiliates, suppliers, licensors, other Members, Counterparties and other customers against any and all liability including damages, recoveries, deficiencies, interest, penalties, losses and reasonable attorneys' fees and costs arising out of or relating to: (i) any breach of the terms hereof; (ii) any breach of a Platform Terms or other Member Terms; (iii) any violation of any Laws; (iv) any use of Client Data by any third party; (v) Client use of the Services, including in combination with any third party service; (vi) any Transaction; (vii) any financial transaction occurring as a result of data communicated via the Services; (viii) any act or omission of Client or any third party; (ix) costs incurred by Cedar Canada enforcing the terms hereof or responding to any subpoena relating to Client, Client Data or another Member; (x) any claim by a governmental taxing authority; or (xi) any dispute between Client and any third party or Client Personnel.

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10. Term, Termination and Suspension

10.1 Term

The term of this Agreement (“Term”) shall begin as of when Client accepts this Agreement, completes the Application, or obtains a Payment Account and shall continue on a month-to-month basis until terminated in accordance with the terms hereof. 

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10.2 Termination

Either party may terminate this Agreement at any time for any reason or for no reason. Client may terminate by closing their Payment Account or such other means as the Services may provide. Cedar Canada may terminate this Agreement by notice to Client through the Payment Account, by email to the contact information provided in the Application or by other electronic notice to other contact information provided by Client to Cedar Canada. 

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10.3 Suspension

Cedar Canada may, at its discretion, suspend Client access to or otherwise modify, the Services and any component thereof, without notice in order to: (i) prevent damages to, or degradation of the integrity of, Cedar Canada’s internet network; (ii) comply with any Law; (iii) otherwise protect Cedar Canada from potential legal liability or harm to its reputation or business; or (iv) because Cedar Canada has opted to change the Services. Cedar Canada will use commercially reasonable efforts to notify Client of the reason(s) for such suspension or termination action as soon as reasonably practicable. Nothing contained in this Agreement will be construed to limit Cedar Canada’s actions or remedies or act as a waiver of Cedar Canada’s rights in any way with respect to any of the foregoing activities. Cedar Canada will not be responsible for any loss or damages incurred by Client because of any termination or suspension of access to or use of the Services.

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11.Client Support.

Cedar Canada will use commercially reasonable efforts to provide Client with technical support services relating to the Services via its technical support website, email, or telephone.

Cedar Canada may update the Services in its sole discretion which updates may alter, add or remove functionality of the Services. Cedar Canada may also, from time to time, schedule downtime for maintenance and upgrades to the Services.

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12. Confidential Information.

Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party in the course of negotiation of and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the disclosing party (or other third party), and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information. Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under this Agreement. Except as otherwise contemplated by this Agreement, neither party shall disclose the Confidential Information of the other party to any third party without the prior written consent of the disclosing party, and the duty of confidentiality created by this section shall survive any termination of the Agreement. Client Data shall, without limitation, be Client Confidential Information. Cedar Canada Data shall, without limitation, be Cedar Canada Confidential Information.

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13. Client Representations and Warranties.

Client represents and warrants to Cedar Canada that:

• Client has the legal authority to bind Client organization to this Agreement and to perform hereunder and under Member Terms to which Client is a party. Client is the exclusive owner of the Payment Account and is not operating the Payment Account on behalf of any third party.
• Client has the legal capacity to enter into this Agreement and perform Client obligations hereunder.
• Client is a business, charitable organization or not-for-profit organization and shall use the Services for only business purposes and not for individual consumer purposes.
• Client shall immediately advise Cedar Canada of defects in the Services or any claim or threatened claim against Cedar Canada. Client shall immediately notify Cedar Canada of any defects in a Product for which a Transactions have been used as a payment method.
• Client use of the Services conforms to all Laws and the terms of this Agreement.

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14. No Warranties by Cedar Canada.

14.1 Content

Content from other Members, Counterparties, suppliers, advertisers, and other third parties may be made available to Client through the Services. Cedar Canada does not control such content; Client agrees that Cedar Canada is not responsible for any such content. Cedar Canada does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content and Cedar Canada assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. The Services may contain links to websites not operated by Cedar Canada. Cedar Canada is not responsible for the content, products, materials, or practices (including privacy practices) of such websites. Client understands that by using the Services, Client may be exposed to third-party websites that Client finds offensive, indecent or otherwise objectionable. Cedar Canada makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature or reliability of third party websites, products or services accessible by hyperlink or otherwise from the Site or Services including but not limited to Member Services. Cedar Canada provides these links for Client’s convenience only and does not control such third parties. Cedar Canada’s inclusion of links to such links or integrations does not imply any endorsement of the materials on such third party services or any association with their operators. The Services may contain links to sites that are operated by Cedar Canada but which operate under different terms. It is Client’s responsibility to review the privacy policies and terms and conditions of any other site Client visits. Client AGREES THAT IN NO EVENT WILL CEDAR CANADA BE LIABLE TO Client IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.

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14.2 Services

THE SERVICES AND ALL MATERIAL OR CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CEDAR CANADA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CEDAR CANADA DOES NOT WARRANT THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY Client FROM THE SERVICES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE CEDAR CANADA ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. CLIENT ASSUMES ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM CLIENT’S USE OF OR ACCESS TO THE SERVICES, Client’s DEALING WITH ANY MEMBER OR OTHER USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. Client UNDERSTANDS AND AGREES THAT Client USES THE SERVICES, AND USES, ACCESSES, DOWNLOADS, OR OTHERWISE OBTAINS MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT Client’s OWN DISCRETION AND RISK, AND THAT CLIENT IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO Client’s PROPERTY (INCLUDING Client’s COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF MATERIAL OR CONTENT. CEDAR CANADA IS NOT LIABLE FOR ANY ACT OR OMISSION OF ANY MEMBER OR ANY OTHER THIRD PARTY.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND Client MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION

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14.3 Limitation of Liability.

WITH THE EXCEPTION OF CEDAR CANADA LIABILITY TO SETTLE ASSETS IN ACCORDANCE WITH INSTRUCTIONS, IN NO EVENT WILL CEDAR CANADA BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT EXCEEDING FEES PAID TO CEDAR CANADA IN RESPECT OF THE SERVICES DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT. IN NO EVENT SHALL CEDAR CANADA BE LIABLE FOR ANY ACT OR OMISSION OF ANY MEMBER. MEMBER LIABILITY TO CLIENT IS ADDRESSED EXCLUSIVELY UNDER THE MEMBER AGREEMENT THAT IS SEPARATE FROM THIS AGREEMENT.

IN NO EVENT SHALL CEDAR CANADA BE LIABLE TO Client FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFITS, DATA, USE, OR GOODWILL, (III) BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT SHALL CEDAR CANADA BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

TO THE EXTENT THAT CEDAR CANADA MAY NOT, AS A MATTER OF LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF CEDAR CANADA’S LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

Cedar Canada shall not be liable for any claims, losses or liabilities related to any Product, Client or other Member.

15. Notices.

Each party (the “Notifying Party”) shall provide the other party (the “Receiving Party”) with any notices, requests, consents, claims, demands, waivers, and other communications under this Agreement by means of email. 

Client’s email address shall be that specified in the Application or Client Account. Cedar Canada’s email address is support@cedar.money.

The receipt of notice by the Receiving Party is deemed to occur twenty-four (24) hours after the email is sent by the Notifying Party, provided that no automatic notification of non-delivery is received by the Notifying Party within such period. This clause does not affect any statutory rights or obligations applicable to either party.

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16. Electronic Communications

Cedar Canada may change its contact information by giving notice of such change to the Client. Client may change its contact information by using the currently available interfaces on Cedar Canada’s website. For contractual purposes, Client (i) consents to receive communications from Cedar Canada in an electronic form; and (ii) agrees that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that Cedar Canada provides to Client electronically satisfy any legal requirement that such Communications would satisfy if it were in writing. Client’s consent to receive Communications and do business electronically, and Cedar Canada’s agreement to do so, applies to all of Client’s interactions and transactions with Cedar Canada. The foregoing does not affect Client’s non-waivable rights. If Client withdraws such consent, from that time forward, Client must stop using the Services. The withdrawal of Client’s consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between Cedar Canada prior to the time Client withdraws its consent.

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By providing Cedar Canada with Client’s mobile telephone number, Client consents to receiving text messages at that number as requested for account verification, invitations, and other purposes related to the Services. While Cedar Canada does not charge a fee for text messages, Client’s carrier may charge standard messaging, data, and other fees. Client is responsible for these charges. Cedar Canada may send and receive text messages through cellular telephone operators or other networks, and the level of reliability may vary. Cedar Canada is not responsible for the timeliness or final delivery of the message, as this is out of our control and is the responsibility of the cellular telephone operator or other networks.

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17. Governing Law and Arbitration.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the British Columbia International Commercial Arbitration Centre ("BCICAC") Rules, which are incorporated by reference into this clause.

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The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Vancouver, British Columbia, Canada. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of the Province of British Columbia and the federal laws of Canada applicable therein.

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NOTICE: BOTH CLIENT AND CEDAR CANADA AGREE TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS THEY MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL. BY AGREEING TO THIS AGREEMENT, BOTH CLIENT AND CEDAR CANADA ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT. IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL OR PROVINCIAL LAW. BOTH CLIENT AND CEDAR CANADA CONFIRM THEIR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

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18. Unclaimed Property

18.1 Unclaimed Property. If any Assets remain unclaimed by the Client for a period of one year from the date they were due to be delivered under a Transaction, Cedar Canada shall make reasonable efforts to contact the Client through the contact information provided by the Client. If the Assets remain unclaimed after an additional period of six months from this notification, Cedar Canada reserves the right to transfer such unclaimed Assets to a trust account or to dispose of them in accordance with applicable law. Cedar Canada shall incur no liability to the Client for any loss resulting from such transfer or disposal.

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19. General Provisions.

19.1 Electronic Consent. This Agreement and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature when (1) Client electronic signature is associated with the Agreement and related documents, (2) Client consents and intends to be bound by the Agreement and related documents, and (3) the Agreement is delivered in an electronic record capable of retention by the recipient at the time of receipt (i.e., print or otherwise store the electronic record). Client agrees (i) that the Agreement and related documents shall be effective by electronic means (ii) to be bound by the terms and conditions of this Agreement and related documents and (iii) that you have the ability to print or otherwise store the Agreement and related documents.

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19.2 Assignment. Client may not assign this Agreement or any of its rights or obligations hereunder to any third party without prior written consent of Cedar Canada. Any assignment in violation of this section shall be void. Cedar Canada may assign this Agreement without restriction and without any notice to Client. The terms of this Agreement shall be binding upon permitted successors and assigns. Client agrees that on a sale of all or substantively all of the assets of Cedar Canada, Cedar Canada may include in the sale the copy of Client’s payment method (e.g. Linked Account information, Wallet information, credit card information) used to pay Fees hereunder or Merchant Fees under Merchant Terms.

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19.3 Right to List as a Client. Client grants Cedar Canada the right to use Client’s entity name in listings of current customers. Use of Client’s name in any other marketing materials or press announcements will be submitted to Client in advance for approval, and such approval will not be unreasonably withheld.

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19.4 Compliance with Export Regulations. Client has or shall obtain in a timely manner all necessary or appropriate licenses, permits or other governmental authorizations or approvals; shall indemnify and hold Cedar Canada harmless from, and bear all expense of, complying with all foreign or domestic laws, regulations or requirements pertaining to the importation, exportation, or use of the technology to be developed or provided herein. Client shall not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by regulation or statute, without the prior written consent, if required, of the administrator of export laws.

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19.5. International Data Transfers. Client acknowledges that the Services may involve the transfer of information to jurisdictions outside of Client's country of residence, including transfers necessary for provision Services. Client expressly consents the transfer of to such transfers as may be contemplated by the features and activities provided by the Services, subject to applicable data protection laws.

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19.6 Construction. Except as otherwise provided herein, the Parties rights and remedies under this Agreement are cumulative. The term “including” means “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect.

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19.7 Force Majeure. Client acknowledges and understands that if Cedar Canada is unable to provide Services as a result of a force majeure event Cedar Canada will not be in breach of this Agreement and will not be liable for delays caused by such event. A force majeure event means any event beyond the control of Cedar Canada.

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19.8 Severable. NOTHING IN THIS AGREEMENT WILL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO Client. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and the validity, legality, and enforceability of all other provisions shall remain in full force and effect.

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19.9 Waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided in this Agreement or by law in one instance shall not preclude enforcement thereof on future occasions.

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19.10 Independent Contractors. Client’s relationship to Cedar Canada is that of an independent contractor, and neither Party is an agent or partner of the other. Client will not have, and will not represent to any third party that it has, any authority to act on behalf of Cedar Canada.

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19.11 Third Party Beneficiaries. Each Member is a third party beneficiary hereunder and may enforce the terms hereof versus Client including but not limited to for purposes of indemnity and limitations on liability. Cedar Canada is also named as a third party beneficiary under Member Terms and entitled to enforce the terms thereof versus Client but without prejudice to the rights of Members thereunder. 

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19.12 Entire Agreement. In the event of any conflict between this Agreement and the information provided during Application or otherwise on the Site or in the EULA, this Agreement shall control. In the event of any inconsistency between the body of this Agreement and the Cedar Canada Privacy Policy, the former shall prevail. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior agreements, negotiations, or other communications, whether written or oral. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

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19.13 Amendments. Cedar Canada reserves the right to change this Agreement at any time and from time to time upon notice by posting revisions to this Agreement (including the description of the Services) on the Site. Continued use of the Services after Client become aware of any such changes shall constitute Client’s consent to such changes. Client is responsible for regularly reviewing the most current version of this Agreement which is available on Cedar Canada’s website.

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19.14 English Language. It is the express wish of the parties that this Agreement and all related documents be drawn up in English.

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19.15 Survival. Upon termination or expiration of this Agreement for any reason: (i) all rights and obligations of both Parties (except for Client’s payment of all sums then owing), including all licenses granted hereunder, shall immediately terminate except as provided below; (ii) within thirty (30) days after the effective date of termination, each Party shall comply with the obligations to return or destroy all Confidential Information. The following Sections will also survive expiration or termination of this Agreement for any reason: the introductory paragraph and Sections concerning Linked Accounts, Safeguarding of Funds, Fees, Crypto Risks, Client Data and Privacy, Cedar Canada Intellectual Property Rights, Client Data Consent, Indemnity, Fees, Confidential Information, Client Warranties, No Warranties by Cedar Canada, Limitation of Liability, Notices, Unclaimed Property, Governing Law and Arbitration, General Provisions and Glossary.

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‍20. Glossary.

The following words used in this Agreement are defined as follows:

Affiliate means, in relation to a Person, another Person that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Person, or a Person's principal partners, shareholders, or owners of some other ownership interest. 

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Agreement means this agreement made between Cedar Canada and Client.

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App means an application (if any) available for download to certain mobile devices through which Client can access the Services, subject to the EULA.

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Application means the paper or online application completed by Client when applying for the Services all of which is incorporated herein by reference.

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Assets means Fiat or Stablecoin.

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Cedar Canada Data means information concerning Services or provided to Client by Cedar Canada through the Payment Account or otherwise.

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Cedar Canada Privacy Policy means the privacy policy of Cedar Canada posted at the Site such as it is from time to time.

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Cedar Canada System means a cloud-based system operated by Cedar Canada that allows Client to access Client Payment Account and the Services.

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Cedar Institution means a Member or other third party financial institution hosting or supplying Cedar Canada with custodial services for Transaction Assets.

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Cedar Network means the group of Members and their clients that are integrated with or use Cedar Canada Services.

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Cedar UK means MBD Financial Ltd., a United Kingdom company.

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Client Data means all non-public identifiable personal information of Client.

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Client Device means computer system, tablet, phone, authenticator or Wallet used by Client to access the Services, Member Services or manage Data or Client business.

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Client Institution means a Member or other third party financial institution hosting or supplying the Linked Account.

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Confidential Information means all proprietary, secret or confidential information or data relating to either party and its affiliates, operations, employees, products or services, clients, customers or potential customers. Confidential Information shall include customer lists, cardholder account numbers, pricing information, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) or becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by Law.

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Counterparty is the counterparty for a Transaction. Where Client is the Payor, the Counterparty is the Payee.  Where Client is the Payee, the Counterparty is the Payor.

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Counterparty means a use of Cedar Canada Services that is not the Client under this Agreement.

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Data means Client Data or Cedar Canada Data.

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Data Protection Legislation means all applicable data protection laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA), provincial privacy legislation in Canada, and any other applicable Canadian data protection laws and regulations relating to privacy.

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Effective Date has the meaning set out in the preamble of this Agreement or otherwise in the Application.

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EULA means an end-user license agreement pursuant to which the App is licensed to the Client for the limited purpose of accessing the Services.

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Fees means fees payable by Client for use of the Services, as disclosed on the Site or in the Payment Account.

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Fiat means currency issued by a sovereign nation or national bank (e.g., Euros).

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Fintrac means the Financial Transactions and Reports Analysis Centre of Canada.

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Instructions means Client or Counterparty instructions as to a Transaction delivered or received in a manner that is compatible with the Services, such as they may be from time to time.

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Intellectual Property Rights means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, works of authorship, inventions, discoveries and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

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Laws shall mean laws, statutes, codes, ordinances, orders, decrees, rules, regulations, and municipal by laws, whether domestic, or foreign, all judgments, orders, writs, injunctions, decisions, rulings, decrees, and awards of any government authority having jurisdiction.

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Linked Account means a (Fiat or Stablecoin) Wallet that Client has linked to Cedar Canada for Cedar Canada to deposit to or draw from in relation to Transaction and this Agreement pursuant to Client Instructions.

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Linked Account means a bank or financial account of the Client identified by Client as being an account from which Cedar Canada or another Member may debit or deposit Assets under Member Terms; and from which Cedar Canada, or its designee, may debit Fees or other amounts owing hereunder.

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Live Jurisdictions means those jurisdictions in which either a Payor or Payee may be located as determined by Cedar Canada at its sole discretion from time to time and as may be indicated in the Payment Account or on the Site. 

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Member Integration Agreement means an agreement between Member and Cedar Canada pursuant to which Member has agreed to integrate Member Services with the Services of Cedar Canada.

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Member means a third party provider of Stablecoin or Fiat financial, payment, exchange, transmission or remittance services that: (i) is party to a Member Integration with Cedar UK or an Affiliate of Cedar UK; (ii) whose services are compatible with the Services; (iii) has entered into Member Terms with Client or a Counterparty pursuant to which the Member provides Member Services to Client or a Counterparty; and (iv) is identified as a Member on the Site.

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Member Services means the services of a Member provided pursuant to Member Terms.

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Member Terms means an agreement between Client and a Member concerning the supply of Member Services to Client. 

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Party means either Client or Cedar Canada and Parties means both Client and Cedar Canada.

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Payee means a Person that receives Payment through a Transaction.

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Payment Account means a Transaction account made available to Client by Cedar Canada through the Site through which Client can deliver Instructions and carry out Transactions.

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Payment means payment under a Transaction including settlement of Funds or Stablecoin or a combination of both.

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Payor means Client or other Person that sends Funds or Stablecoin through a Transaction.

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Person is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity.

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Platform means the data administration platform hosted and operated by Cedar UK or one of its Affiliates to administer data relating to transactions, including but not limited to Transactions.

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Platform Terms means a separate set of terms of service between Client and Cedar or Cedar UK with respectto Client use of the Platform.

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Product means any product or service for sale or provided or procured by Client or for which is used to make payment or for which Services is used to assist in a payment.

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PSP means payment service provider, as defined in the RPAA.

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Regulatory Authority means Fintrac, the Bank of Canada and any other government bank, ministry or other agency having legal jurisdiction over the Client or Cedar Canada.

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RPAA means the Retail Payment Activities Act (Canada) and related regulations administered by the Bank of Canada.

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Site means https://www.cedar.money.

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Stablecoin means a value-referenced crypto asset, being a virtual currency token that is designed to maintain a stable value over time by referencing the value of a fiat currency or any other value or right, or combination thereof.  The only Stablecoins that are compatible with the Services, and therefore included in this definition, are those disclosed on the Site as being compatible and shall include, at a minimum, USDC and USDT.

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Term has the meaning set out in Section 10.

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Transaction means the sending or receiving Fiat or Stablecoin for Client as per Client Instructions.

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Wallet means the Stablecoin or Fiat wallet of a Person.

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