Terms of Service

These Terms of Service ("Terms") govern access to and use of the website, platform, APIs, and services operated by Rhyno Financial Inc. ("Rhyno", "we", "us", or "our"), a corporation incorporated under the laws of the Province of Alberta, Canada, accessible at https://www.rynopay.io (the "Site" or "Platform"). Rhyno is registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a Money Services Business (Registration No. C100000021).

These Terms apply to all visitors, registered users, merchants, enterprise clients, and any other persons who access or use the Platform or Services (collectively, "you" or "User"). By accessing or using any part of the Platform, you agree to be bound by these Terms in their entirety. If you do not agree, you must immediately cease all use of the Platform and Services.

These Terms should be read together with Rhyno's Privacy Policy and, where applicable, the Merchant Service Agreement (MSA) entered into between Rhyno and enterprise clients. In the event of a conflict between these Terms and the MSA, the MSA shall prevail to the extent of the inconsistency.

In these Terms, the following definitions apply:

2.1 Eligibility

Access to and use of the Platform is restricted to business entities and individuals who meet all of the following criteria:

• you are a legal entity duly incorporated or registered under applicable law, or an individual who is at least 18 years of age with full legal capacity to enter into binding agreements;
• you are not located in, incorporated in, or subject to the laws of a jurisdiction that is subject to comprehensive Canadian or international sanctions;
• you are not a designated person under any applicable Canadian or international sanctions list;
• your intended use of the Services is for lawful business purposes only;
• you have not previously been suspended or removed from the Platform for violation of these Terms or any Rhyno policy.

2.2 Registration

To access certain features of the Platform, you must create an Account and complete Rhyno's onboarding and identity verification process. You agree to provide accurate, complete, and current information during registration and to promptly update your information when it changes. Rhyno reserves the right to refuse, suspend, or terminate any Account at its sole discretion.

2.3 Business Use Only

The Platform and Services are provided exclusively for business and commercial purposes. Use of the Platform for personal, household, or consumer purposes is strictly prohibited.

2.4 Account Security

You are solely responsible for maintaining the confidentiality of your Account credentials and for all activity conducted under your Account. You must implement appropriate access controls, including multi-factor authentication (MFA) where available, and must immediately notify Rhyno at compliance@rynopay.io of any actual or suspected unauthorized access to your Account.

3.1 Platform Services

Rhyno provides a financial technology platform and cross-border payment infrastructure specializing in stablecoin-facilitated cross-border payments for compliance-approved enterprise clients. The Services currently include:

• Rhyno Wire — cross-border wire transfer services;
• Multi-Currency Accounts — multi-currency account infrastructure for enterprise users;
• Cross-Border Wire APIs — programmatic access to cross-border payment rails;
• Payout APIs — API-based payout infrastructure to beneficiaries;
• Stablecoin Settlement Services — settlement in USDC, USDT, PYUSD, and other supported Digital Assets;
• FX Conversion Services — foreign exchange conversion between Supported Currencies.

3.2 B2B Services Only

The Services are offered on a business-to-business (B2B) basis only. Rhyno does not offer consumer-facing payment services. All Users must be businesses or commercial entities operating under an executed Merchant Service Agreement or approved access arrangement with Rhyno.

3.3 Service Availability

Rhyno makes commercially reasonable efforts to maintain Platform availability. However, Rhyno does not guarantee uninterrupted or error-free access. The Platform may be temporarily unavailable due to scheduled maintenance, system upgrades, technical failures, or events beyond Rhyno's reasonable control. Rhyno shall not be liable for any losses arising from Platform unavailability.

3.4 Service Modifications

Rhyno reserves the right to modify, update, suspend, or discontinue any aspect of the Services at any time, with or without notice, subject to obligations in the applicable MSA. Rhyno may add or remove Supported Currencies, Digital Assets, or payment corridors at any time.

4.1 Permitted Use

You may use the Platform and Services solely for lawful commercial payment and settlement purposes in accordance with these Terms, your MSA (if applicable), and all Applicable Law.

4.2 Prohibited Conduct

You must not, and must ensure that your employees, agents, and authorized users do not:

• use the Platform for any purpose that is unlawful, fraudulent, deceptive, or prohibited by these Terms or Applicable Law;
• use the Services to process payments for any Restricted Business category as defined in Schedule 1 of the MSA;
• engage in, facilitate, or attempt to conceal money laundering, terrorist financing, tax evasion, or sanctions evasion;
• transmit or process funds on behalf of sanctioned persons, designated entities, or persons located in sanctioned jurisdictions;
• circumvent or attempt to circumvent Rhyno's identity verification, AML screening, or compliance controls;
• introduce malware, viruses, trojans, or other harmful code into Rhyno's systems or networks;
• conduct unauthorized access, network probing, denial-of-service attacks, or other security disruptions;
• reverse-engineer, decompile, or create derivative works based on the Platform or its APIs;
• resell, sublicense, or provide third parties with access to the Platform without Rhyno's prior written consent;
• use the Platform for speculative foreign exchange transactions or investment purposes;
• submit false, misleading, or incomplete information to Rhyno at any time.

4.3 Compliance Responsibility

You are solely responsible for ensuring that your use of the Services complies with all Applicable Law in each jurisdiction where you operate or conduct transactions, including laws governing cross-border payments, digital assets, foreign exchange, data protection, and anti-money laundering.

5.1 Know Your Customer

As a FINTRAC-registered Money Services Business, Rhyno is required by law to verify the identity of all Merchants and their beneficial owners prior to providing Services. You consent to Rhyno conducting identity verification, background checks, and sanctions screening using Approved Third Parties, including electronic identity verification (eIDV) and PEP/sanctions screening services. Rhyno may conduct such checks at onboarding and on a continuous basis throughout the term of your use of the Services.

5.2 Information Requirements

You must provide Rhyno with all information and documentation requested for the purposes of KYC, Customer Due Diligence (CDD), and compliance with PCMLTFA, PCMLTFR, and FINTRAC guidelines, including information regarding your beneficial owners, directors, and senior officers. Failure to provide requested information may result in suspension or termination of your Account without liability to Rhyno.

5.3 Suspicious Transactions

You must immediately notify Rhyno at compliance@rynopay.io if you know or reasonably suspect that any transaction conducted through the Platform involves the proceeds of crime, terrorist financing, or any other illegal activity. Rhyno reserves the right to file Suspicious Transaction Reports (STRs) with FINTRAC and to take all other actions required by Applicable Law, without prior notice to you.

5.4 Sanctions Compliance

You warrant on an ongoing basis that neither you, nor any of your beneficial owners, directors, or Customers, is a sanctioned person, designated entity, or located in a sanctioned jurisdiction under Canadian or applicable international sanctions law. Rhyno may screen your transactions against applicable sanctions lists and may decline, delay, or reverse any transaction that it reasonably believes may involve a sanctions risk.

5.5 Travel Rule

Cross-border electronic fund transfers and virtual currency transfers above prescribed thresholds are subject to the Travel Rule under PCMLTFR. You must cooperate with Rhyno to transmit required originator and beneficiary information in connection with all in-scope transfers.

6.1 Stablecoin Services

Rhyno facilitates settlement and payment in Digital Assets, including USDC, USDT, PYUSD, and other Supported Currencies. Digital Asset Services are provided on a transactional basis only and do not constitute the provision of a Digital Asset wallet, custody service, or investment product.

6.2 Blockchain Irreversibility

You acknowledge that blockchain-based transactions are generally irreversible once broadcast to the network. You are solely responsible for verifying the accuracy of all recipient wallet addresses and transaction details prior to submission. Rhyno shall not be liable for losses resulting from incorrect wallet addresses or erroneous Digital Asset transfer instructions.

6.3 Supported Digital Assets

Rhyno may add or remove supported Digital Assets at any time at its sole discretion. Rhyno shall have no obligation to process transactions involving unsupported Digital Assets and shall not be responsible for recovering any Digital Assets sent to unsupported addresses or networks.

6.4 Digital Asset Risks

You acknowledge and accept that the use of Digital Assets involves inherent risks, including but not limited to: protocol failures, network congestion, smart contract vulnerabilities, regulatory change, price volatility (even for stablecoins), and the risk of permanent loss of assets. Rhyno does not provide investment advice and does not guarantee the value, stability, or liquidity of any Digital Asset.

6.5 No Custody

Rhyno does not act as a custodian of Digital Assets. Any temporary holding of Digital Assets by Rhyno as an incidental result of processing a transaction does not constitute a custodial arrangement and does not create any right for Rhyno to use, lend, rehypothecate, or otherwise deal with such assets for Rhyno's own benefit.

7.1 Fee Schedule

All fees payable for use of the Services are communicated to Merchants at onboarding and updated as necessary from time to time (the "Fee Schedule"). All Fees are exclusive of applicable taxes unless stated otherwise. Rhyno reserves the right to amend Fees upon not less than thirty (30) days' written notice.

7.2 Taxes

You are solely responsible for all taxes, including GST/HST, withholding taxes, and any applicable foreign taxes, arising from your use of the Services. Rhyno does not assume any tax reporting or filing obligations on your behalf.

7.3 Intermediary Fees

Your use of the Services may result in fees imposed by intermediary banks, correspondent banks, receiving banks, or third-party payment service providers. Such fees are your sole responsibility and are not charged by or controlled by Rhyno.

8.1 Ownership

Rhyno and its licensors exclusively own all rights, title, and interests in and to all intellectual property associated with the Platform, APIs, Services, and documentation, including patents, copyrights, trademarks, trade secrets, and moral rights (collectively, "Rhyno IP"). All rights not expressly granted to you in these Terms are reserved.

8.2 Licence Grant

Subject to your compliance with these Terms, Rhyno grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your authorized commercial purposes during the term of your engagement with Rhyno.

8.3 Restrictions

You must not copy, modify, reverse-engineer, decompile, create derivative works from, or exploit any Rhyno IP in any manner not expressly authorized by these Terms. You must not claim or register ownership of Rhyno IP or use Rhyno's name, logo, or trademarks without prior written approval.

8.4 Feedback

Any feedback, suggestions, or improvements you provide to Rhyno regarding the Platform or Services shall be owned exclusively by Rhyno without compensation to you.

9.1 Privacy Policy

Rhyno's collection, use, storage, and disclosure of personal information is governed by Rhyno's Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you acknowledge and consent to the practices described in the Privacy Policy.

9.2 Merchant Data Obligations

Where you process or transmit Customer data through the Platform, you represent and warrant that you have obtained all necessary consents and have a lawful basis under Applicable Law for the collection and transfer of such data to Rhyno. You are solely responsible for the legality, accuracy, and integrity of Customer data you provide to Rhyno.

9.3 AML/CTF Data Sharing

Rhyno may share personal information and transaction data with FINTRAC, law enforcement authorities, regulatory bodies, and Approved Third Parties as required by Applicable Law, including for the purposes of meeting its AML/CTF obligations. Such disclosures are made without notice to you where required by law.

9.4 Data Security

Rhyno implements appropriate technical and organizational security measures to protect personal information. However, no method of data transmission or storage is entirely secure. You are responsible for maintaining the security of your own systems, devices, and Account credentials.

THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RHYNO EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

RHYNO DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS OBTAINED FROM USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; (C) THE SERVICES WILL MEET YOUR REQUIREMENTS; OR (D) ANY DEFECTS IN THE PLATFORM WILL BE CORRECTED.

RHYNO IS NOT A FINANCIAL ADVISER, INVESTMENT ADVISER, OR TAX ADVISER. NOTHING ON THE PLATFORM CONSTITUTES FINANCIAL, INVESTMENT, OR TAX ADVICE. YOU SHOULD SEEK INDEPENDENT PROFESSIONAL ADVICE BEFORE MAKING ANY FINANCIAL DECISIONS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RHYNO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE PLATFORM OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

RHYNO'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO RHYNO IN THE TWO (2) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND CANADIAN DOLLARS (CAD $1,000).

NOTHING IN THESE TERMS LIMITS RHYNO'S LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, OR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

You agree to defend, indemnify, and hold harmless Rhyno and its officers, directors, employees, agents, affiliates, and licensors from and against any claims, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Platform or Services in violation of these Terms; (b) your violation of Applicable Law; (c) any User Content you submit through the Platform; (d) your breach of any representation or warranty in these Terms; or (e) any fraudulent, illegal, or negligent acts or omissions by you or your representatives.

13.1 Term

These Terms are effective from the date you first access the Platform and continue until terminated by either party.

13.2 Termination by You

You may terminate your use of the Platform and close your Account at any time by notifying Rhyno at compliance@rynopay.io. Termination does not relieve you of obligations incurred prior to termination, including payment of outstanding Fees and resolution of pending transactions.

13.3 Termination by Rhyno

Rhyno may suspend or terminate your access to the Platform at any time, with or without cause and with or without notice, including where: (a) you have breached these Terms or your MSA; (b) Rhyno is required to do so by Applicable Law or regulatory direction; (c) Rhyno reasonably suspects fraudulent, illegal, or non-compliant activity; or (d) Rhyno determines that maintaining your Account creates unacceptable compliance or reputational risk.

13.4 Effect of Termination

Upon termination, all licences granted to you under these Terms immediately cease. Rhyno will provide instructions for the orderly wind-down of pending transactions and the withdrawal of any remaining funds, subject to applicable holds and compliance requirements. Sections 1, 8, 10, 11, 12, 14, and 15 survive termination.

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Province of Alberta and the applicable federal laws of Canada, without regard to conflict of laws principles.

14.2 Dispute Resolution

The parties shall attempt to resolve any dispute arising under these Terms in good faith through direct negotiation. If a dispute cannot be resolved within thirty (30) days of written notice, it shall be referred to binding arbitration in Calgary, Alberta, under the Arbitration Act, RSA 2000, c. A-43 (Alberta), before a single arbitrator. The arbitrator's decision shall be final and binding.

14.3 Class Action Waiver

To the maximum extent permitted by Applicable Law, you waive any right to participate in class action, class arbitration, or representative proceedings against Rhyno.

15.1 Amendments

Rhyno may update these Terms at any time. Material changes will be communicated to registered Users via email or Platform notification. Your continued use of the Platform following the effective date of any amendment constitutes acceptance of the updated Terms.

15.2 Entire Agreement

These Terms, together with the Privacy Policy and any applicable MSA, constitute the entire agreement between you and Rhyno with respect to the subject matter herein and supersede all prior agreements and understandings.

15.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be severed and the remaining provisions shall remain in full force and effect.

15.4 No Waiver

Rhyno's failure to enforce any right under these Terms shall not constitute a waiver of that right.

15.5 Assignment

You may not assign these Terms or any rights hereunder without Rhyno's prior written consent. Rhyno may assign these Terms or any of its rights and obligations, including in connection with a merger, acquisition, or restructuring.

15.6 Force Majeure

Rhyno shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, pandemic, war, government action, telecommunications failures, natural disasters, or labour disruptions.

15.7 Language

These Terms are drafted in the English language. The English version shall prevail in the event of any conflict with a translation.

15.8 Contact