1. Introduction

These Terms of Service (“Terms”) govern your access to and use of the DoBusiness.com™ platform and the DoSuite™ modules described in Section 3 (collectively, the “Services”), operated by uSecure Escrow Solutions Inc., operating as DoBusiness.com™ (“DoBusiness.com™”, “we,” “us,” or “our”).

By registering for, accessing, or using any of the Services, you agree to be bound by these Terms. If you do not agree, you must not access or use the Services. Your use of the Services is also subject to our Privacy Policy, which describes how we collect, use, and protect personal information, and to any module-specific terms incorporated into these Terms by reference, including the DoStopFraud™ Terms of Service (Version 4.0, Effective May 1, 2026), which governs use of the DoStopFraud™ (Patent Pending) verification database and prevails over these Terms in the event of any conflict with respect to that module.

2. Definitions

Authorized Representative: an individual authorized to act on behalf of a Corporation or Business Entity, verified through DoID™ or another DoBusiness.com™-approved identity verification method.

Bank of Canada: the Bank of Canada in its capacity as supervisor of payment service providers under the Retail Payment Activities Act (Canada) (the “RPAA”).

Client: any Individual, Corporation, Business Entity, professional firm, financial institution, or other organization that registers for or uses any of the Services, whether under an online click-through acceptance or under a separate written services agreement with DoBusiness.com™.

Client Data: all data, content, files, records, payment instructions, identity information, communications, and other information uploaded to, created in, processed by, or generated through the Services by or on behalf of a Client.

Corporation/Business Entity: a registered business, company, partnership, professional corporation, law firm, brokerage, financial institution, regulated entity, or other legal entity using the Services.

DoSuite™ Modules: the DoBusiness.com™ product modules listed in Section 3, including any future modules added to the suite.

End-User Funds: funds transmitted, received, held, or otherwise dealt with through the Services on behalf of a Client or a payee or payer of a Client, in the course of providing a retail payment activity within the meaning of the RPAA.

FINTRAC: the Financial Transactions and Reports Analysis Centre of Canada.

Personal Information: information about an identifiable individual within the meaning of the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”), the Quebec Act respecting the protection of personal information in the private sector (“Quebec Law 25”), and other applicable Canadian privacy legislation.

Sensitive Personal Information: a subset of Personal Information requiring enhanced protection, including financial information (account numbers, transit numbers, routing numbers, cryptocurrency wallet addresses), government-issued identifiers, biometric data, and identity verification data, all of which are subject to additional safeguards as described in the Privacy Policy.

Service Plan: the subscription plan, package, free tier, or order form pursuant to which a Client accesses the Services.

User: any Individual or Authorized Representative who creates or accesses an account in connection with the Services.

Visitor: any person who interacts with a public-facing feature of the Services without registering an account.

3. Description of the Services

DoBusiness.com™ provides Verified Payment Infrastructure for Canadian enterprises. The DoSuite™ platform consists of the following live, in-production modules. Each module is described in greater detail in the published documentation and, where applicable, in module-specific terms incorporated by reference into these Terms:

• DoStopFraud™ (Patent Pending) — payment instruction verification database that returns a binary match / no-match result against masked, registered vault templates. Governed by the DoStopFraud™ Terms of Service incorporated by reference.
• DoMoney™ — decentralized multi-rail payment orchestration across the Canadian rails to which DoBusiness.com™ is connected (which may include RTR, wires, ACSS/EFT, Interac Send/Request, EDI, Bill Payment, PAD, and credit card), pursuant to RPAA registration with the Bank of Canada and Payments Canada membership.
• DoAccounting™ — real-time single-entry accounting integrated with DoMoney™.
• DoDocs™ — encrypted document storage with audit trail.
• DoSignature™ — encrypted digital signatures with immutable instruction records.
• DoID™ — FINTRAC-aligned identity verification and KYC, with integrations including Interac, Equifax, and Treefort.
• DoClientPortal™ — secure client communications channel.
• DoFax™ — encrypted fax with verified-sender authentication.
• DoEmail™ — encrypted email designed to replace standard email as a payment instruction channel.
• DoText™ — encrypted SMS/text with verified-sender identity.

Additional or successor modules (including DoDeposit™, DoFINTRAC™, DoCommunicate™, and DoWeb™) may be released from time to time and, on release, will be governed by these Terms unless and until module-specific terms are issued. The features, scope, and availability of any module may change as the Services evolve.

3A. Relationship to the DoStopFraud™ Terms of Service

The DoStopFraud™ Terms of Service (as updated from time to time) is incorporated into and forms part of these Terms with respect to any access to or use of the DoStopFraud™ (Patent Pending) verification database, including the verification lookup feature on dobusiness.com. To the extent of any conflict between these Terms and the DoStopFraud™ Terms of Service in respect of the DoStopFraud™ module, the DoStopFraud™ Terms of Service prevails. With respect to all other Services, these Terms prevail.

4. Eligibility

To register as a User, you must:

• be at least 18 years of age (verified through DoID™ where required);
• be capable of entering into a legally binding agreement;
• successfully complete identity verification through DoID™ or another DoBusiness.com™-approved method, where applicable to the requested Service; and
• for Corporate registrations, be an Authorized Representative of the Corporation or Business Entity.

DoBusiness.com™ does not knowingly collect Personal Information of individuals under 18. If we become aware that we have collected Personal Information from an individual under 18, we will delete it in accordance with our Privacy Policy and applicable law.

5. Account Registration and Onboarding

5.1 Individual Path

Individuals may register by selecting “Individual” during registration, completing identity verification through DoID™, completing the authorization framework in Section 6, and configuring the applicable Service Plan.

5.2 Corporate / Business Entity Path

Corporations and Business Entities may register by selecting “Corporation/Business Entity,” having an Authorized Representative complete DoID™ verification, providing business registry data and beneficial ownership information (where required) for verification, compliance, and fraud-prevention purposes, completing the authorization framework in Section 6, and configuring the applicable Service Plan.

5.3 Regulated Entity Path

Regulated entities (including federally regulated financial institutions, credit unions, title insurers, mortgage companies, brokerages, MSBs, PSPs, and other reporting entities under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (“PCMLTFA”)) may onboard pursuant to a separate written master services agreement that supplements these Terms. Where such a written agreement exists, it prevails over these Terms in respect of the matters expressly addressed in that agreement.

6. Authorization Framework

Registration requires completion of an authorization framework consistent with the DoStopFraud™ two-checkbox model:

Checkbox 1 (Mandatory) — Terms of Service Acceptance: “I accept the DoBusiness.com™ Terms of Service and authorize DoBusiness.com™ to process my information and Client Data, including Sensitive Personal Information such as payment instructions and identity verification data, as necessary to deliver the Services and as described in the Privacy Policy.” Legal basis: contractual necessity under PIPEDA Principle 4.3.5. Checking this box is acceptance of this service agreement, not consent.

Checkbox 2 (Optional) — Marketing Communications Consent: “I consent to receive promotional communications from DoBusiness.com™. I understand I can withdraw this consent at any time.” Default state: unchecked (opt-in required). Marketing communications are subject to Canada’s Anti-Spam Legislation (CASL).

7. Module-Specific Terms

7.1 DoStopFraud™ (Patent Pending)

Use of DoStopFraud™ is governed by the DoStopFraud™ Terms of Service, incorporated by reference under Section 3A of these Terms.

7.2 DoMoney™

DoMoney™ is operated by uSecure Escrow Solutions Inc., a Bank of Canada Registered Payment Service Provider (PSP) under the RPAA, a Member of Payments Canada, an Ombudsman for Banking Services and Investments (OBSI) PSP Member, a registered Money Services Business with FINTRAC, and a Member of Fintechs Canada and the Financial Data Exchange (FDX). DoMoney™ is decentralized: Clients control their own funds, and DoBusiness.com™ does not act as an intermediary holder of Client funds except in its express capacity as escrow agent through uSecure Escrow Solutions Inc., where so engaged.

Safeguarding of End-User Funds. Where the Services involve End-User Funds, DoBusiness.com™ will hold, segregate, and safeguard those funds in accordance with section 20 of the RPAA and the End-User Funds Safeguarding Framework maintained by DoBusiness.com™ and made available to Clients on request under appropriate confidentiality terms. End-User Funds are not assets of DoBusiness.com™ and are not available to satisfy the claims of DoBusiness.com™’s creditors.

Payment Rails and Third-Party Networks. Settlement of payments occurs across rails and networks operated by independent third parties, including Payments Canada (Lynx, ACSS, RTR), Interac Corp., individual financial institutions, and SWIFT. DoBusiness.com™ does not control, and is not responsible for, the operating hours, holiday calendars, fees, cut-off times, holds, returns, or rail-side outages or delays of any such third-party network or financial institution. Settlement times, finality, and recall procedures are governed by the rules of the applicable rail or network and the policies of the applicable financial institution.

Errors, Recalls, and Returns. In the event of a payment error, misdirected payment, duplicate payment, or suspected fraudulent payment, DoBusiness.com™ will use commercially reasonable efforts to assist the Client with recall, return, or recovery in accordance with the rules of the applicable rail (including Payments Canada Rules H1, H6, and H7) and the policies of the relevant financial institutions. DoBusiness.com™ does not guarantee that any recall, return, or recovery effort will succeed.

7.3 DoAccounting™

DoAccounting™ provides single-entry accounting and recordkeeping integrated with DoMoney™. DoAccounting™ is a software service. It does not constitute the provision of public accounting services, audit, attestation, taxation, or financial advice, and DoBusiness.com™ is not the Client’s accountant, auditor, bookkeeper, or fiduciary.

7.4 DoDocs™, DoSignature™, DoFax™, DoEmail™, DoText™, DoClientPortal™

These modules provide encrypted storage, signature, and communications functionality. They are designed to support, but do not replace, the Client’s independent obligations to maintain books, records, communications, retention, and disclosure as required by applicable law and professional rules. The Client is responsible for determining whether a particular use of these modules satisfies any specific statutory, regulatory, professional, or evidentiary requirement applicable to the Client.

7.5 DoID™

DoID™ provides identity verification services aligned with FINTRAC identity verification methods, including the dual-process method, credit file method, and government-issued photo identification method. The Client retains responsibility for its own customer due diligence, enhanced due diligence, beneficial ownership determination, third-party determination, and ongoing monitoring obligations under the PCMLTFA and related regulations. DoID™ is decision-support technology; it does not relieve the Client of its statutory obligations as a reporting entity.

7.6 DoStopFraud™ Decision-Support Disclaimer (Cross-Reference)

A “match” result returned by DoStopFraud™ confirms only that submitted payment instructions correspond to a registered vault template. It is not a guarantee of the legitimacy of the underlying transaction, the identity or authority of the payer or payee, the solvency of any party, or the safety of any transfer. The Client and any Visitor remains solely responsible for the decision to send, receive, or rely on any payment instruction.

8. Regulatory Compliance and Cooperation

uSecure Escrow Solutions Inc., operating as DoBusiness.com™, is:

• a Bank of Canada Registered Payment Service Provider (PSP) under the RPAA;
• a Member of Payments Canada;
• a Member of the Ombudsman for Banking Services and Investments (OBSI) as a PSP Member;
• a registered Money Services Business (MSB) with FINTRAC;
• a Member of Fintechs Canada; and
• a Member of the Financial Data Exchange (FDX).

Regulator Override and Cooperation. DoBusiness.com™ may suspend, freeze, hold, decline, reverse, or report any account, registration, transaction, instruction, or Client Data, with or without notice to the Client, where DoBusiness.com™ reasonably determines that doing so is required or permitted by: (i) the PCMLTFA, the RPAA, the Bank of Canada Act, the Payment Clearing and Settlement Act, the Bank Act, PIPEDA, Quebec Law 25, the Special Economic Measures Act, the Justice for Victims of Corrupt Foreign Officials Act, the United Nations Act, or any other applicable law; (ii) any direction, request, or order from FINTRAC, the Bank of Canada, OSFI, the Office of the Privacy Commissioner of Canada, OBSI, Payments Canada, the Canada Revenue Agency, a court of competent jurisdiction, or any other governmental, regulatory, or self-regulatory authority; (iii) the rules of any payment system, network, or financial institution counterparty; or (iv) the legitimate fraud-prevention, AML, sanctions, or operational risk management activities of DoBusiness.com™.

DoBusiness.com™ will cooperate with all regulatory examinations and investigations and will respond to lawful production orders, subpoenas, and other legal process in accordance with applicable law.

9. Anti-Money Laundering, Sanctions, and Acceptable Use

You agree that you will not use, attempt to use, or permit any other person to use the Services:

• for any unlawful purpose, including money laundering, terrorist financing, sanctions evasion, structuring, fraud, market manipulation, or human trafficking;
• to transact with, on behalf of, or for the benefit of any person or entity that is the subject of sanctions administered by the Government of Canada (including under the Special Economic Measures Act, the Justice for Victims of Corrupt Foreign Officials Act, and the United Nations Act), the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, or the United Nations Security Council, or that is otherwise listed on a sanctions, terrorism, or money-laundering watchlist screened by DoBusiness.com™;
• to circumvent or attempt to circumvent any masking, rate limiting, encryption, sanctions screening, identity verification, fraud-prevention, or other security or compliance control of the Services;
• to misrepresent your identity, your authority to act for any other person, the nature of any transaction, the source or destination of any funds, or the beneficial owner of any account or transaction;
• to enumerate, scrape, harvest, or aggregate Personal Information, payment instructions, or other Client Data from the Services;
• to interfere with or disrupt the integrity, security, or performance of the Services or any related systems or networks; or
• in any manner that violates the rules of any payment system, network, or financial institution to which the Services are connected.

DoBusiness.com™ may screen accounts and transactions against sanctions, PEP, HIO, and other risk-related lists, and may take action under Section 8 in respect of any positive or potential match.

10. Client Reporting-Entity and Compliance Obligations

Many Clients are themselves reporting entities under the PCMLTFA (including law firms, real estate brokerages, accountants, dealers in precious metals and stones, MSBs, financial entities, and others), are themselves regulated under the RPAA, are themselves OSFI-regulated federally regulated financial institutions, or are otherwise subject to AML, sanctions, securities, privacy, or professional-conduct compliance obligations.

Nothing in these Terms or in the Services transfers, assumes, supersedes, or relieves the Client of any such obligation. Without limitation, the Client remains responsible for:

• its own compliance program, policies, procedures, risk assessment, training, and effectiveness review under the PCMLTFA;
• its own customer due diligence, enhanced due diligence, beneficial ownership determination, third-party determination, ongoing monitoring, and record-keeping obligations;
• the timely filing of suspicious transaction reports (STRs), large cash transaction reports (LCTRs), large virtual currency transaction reports (LVCTRs), terrorist property reports (TPRs), and other prescribed reports;
• its own sanctions screening and reporting obligations;
• its own privacy, breach-notification, and data-handling obligations under PIPEDA, Quebec Law 25, and applicable provincial privacy statutes; and
• its own professional, fiduciary, trust account, and Law Society obligations (where applicable).

DoBusiness.com™ is a service provider. Where DoBusiness.com™ acts as an agent or third-party service provider to a reporting entity for the purposes of identity verification or other prescribed activities, the parties will document that arrangement consistent with FINTRAC guidance.

11. Privacy and Data Protection

Our “Privacy Policy” (the DoBusiness Website Privacy Statement, as updated from time to time) is incorporated into these Terms by reference. The Privacy Policy describes how we collect, use, disclose, retain, and safeguard Personal Information, including Sensitive Personal Information; the legal basis for each processing activity under PIPEDA, Quebec Law 25, and other applicable privacy laws; and the rights of Data Subjects, including access, correction, withdrawal of consent, and complaint rights.

Quebec Law 25. DoBusiness.com™ has appointed a Privacy Officer, conducts privacy impact assessments where required, and provides notice and human-review rights in respect of automated decisions where applicable. Quebec residents may receive these Terms and the Privacy Policy in French on request. The French and English versions are equally authoritative; in the event of a conflict, the version in the language of original execution prevails.

Breach Notification. DoBusiness.com™ will report breaches of security safeguards involving Personal Information to the Office of the Privacy Commissioner of Canada (and, where applicable, to provincial regulators) and notify affected individuals in accordance with PIPEDA section 10.1, Quebec Law 25, and applicable provincial law. DoBusiness.com™ will notify affected Clients of material security incidents involving their Client Data without undue delay.

Sub-Processors. DoBusiness.com™ uses a limited number of carefully selected sub-processors to deliver the Services. A current list of sub-processors is available on request. DoBusiness.com™ contractually requires its sub-processors to maintain confidentiality and security obligations no less protective than those described in these Terms and in the Privacy Policy.

12. Data Residency

Client Data is hosted on private cloud infrastructure co-located across Canadian data centres. DoBusiness.com™ commits to 100% Canadian data residency for Client Data hosted on its infrastructure, subject only to limited disclosures permitted or required by law (including under the regulator override clause in Section 8) and to limited cross-border processing by sub-processors disclosed in accordance with Section 11.

13. Security

DoBusiness.com™ maintains an information security program designed to protect Client Data, including:

• PCI-DSS certification;
• SOC 2 Type I attestation, with SOC 2 Type II in progress (anticipated Q3 2026);
• ISO 27001 certification in progress (anticipated 2026);
• FIPS 140-3 validation in progress (anticipated 2026);
• encryption of Client Data in transit and at rest;
• role-based access controls and least-privilege provisioning;
• annual third-party penetration testing, with summary results available to enterprise Clients under appropriate confidentiality terms; and
• a documented incident response and breach notification program.

Disclosure of in-progress certifications above is informational. The Client may not rely on the issuance, scope, or completion timeline of any in-progress certification as a contractual representation. Issued certifications are evidenced by attestation reports made available under appropriate confidentiality terms.

14. Service Levels

DoBusiness.com™ targets monthly uptime of 99.95% for production Services, measured at the DoBusiness.com™ application layer. Scheduled maintenance windows will be communicated with not less than seventy-two (72) hours’ advance notice. In the event of unplanned downtime, DoBusiness.com™ will provide incident notification within four (4) hours, root cause analysis within forty-eight (48) hours, and a remediation plan within five (5) business days.

The service-level commitment in this Section excludes downtime, latency, or unavailability caused by: (i) scheduled maintenance; (ii) emergency maintenance reasonably required to maintain security or integrity; (iii) force majeure events under Section 22; (iv) acts or omissions of the Client or its users; (v) the unavailability or degraded performance of any third-party rail, network, or financial institution counterparty (including Payments Canada Lynx, ACSS, or RTR; Interac; SWIFT; or any individual bank); (vi) outages of the public internet or third-party telecommunications providers outside the reasonable control of DoBusiness.com™; and (vii) beta or pre-release features. Service credits for SLA breaches, where available, are issued in accordance with the applicable Service Plan.

15. Data Portability, Step-In Assistance, and Termination Transition

Client Data remains the exclusive property of the Client. DoBusiness.com™ processes Client Data solely as a service provider and does not claim ownership of any Client Data. Clients may export their Client Data at any time in standard formats (CSV, JSON, PDF, or other reasonable format supported by the applicable module).

In the event of service disruption, termination of these Terms, termination of the applicable Service Plan, or vendor failure, DoBusiness.com™ will:

• provide data export jobs in standard formats within forty-eight (48) hours of request;
• provide read-only API access for a transition period of not less than ninety (90) days;
• cooperate in good faith with successor service providers, including documentation and reasonable knowledge transfer; and
• retain Client Data for the periods required by applicable law (including a minimum of five (5) years for records prescribed under the PCMLTFA), after which it will be securely destroyed in accordance with the Privacy Policy.

Either party may terminate the Service Plan in respect of any non-bespoke online Service on sixty (60) days’ written notice. Master services agreements with regulated entities and bank counterparties may provide for longer notice periods (typically twelve (12) months) and for orderly regulatory wind-down. The obligations in this Section 15 survive termination.

16. Audit and Reporting Rights

On request, DoBusiness.com™ will provide enterprise Clients and regulated entity Clients with the following, in each case under appropriate confidentiality terms: (i) the most recent SOC 2 Type I report and, when available, SOC 2 Type II report; (ii) summary results of the most recent annual third-party penetration test; (iii) the End-User Funds Safeguarding Framework; (iv) the current sub-processor list; and (v) such other compliance, security, and operational documentation as is reasonably required to satisfy the Client’s third-party risk management obligations under OSFI Guideline B-10 (where applicable) or analogous requirements.

Where a Client has a statutory right of audit (including under the RPAA, the PCMLTFA, OSFI guidelines, or a Client’s prudential regulator’s expectations), the parties will agree on the scope, frequency, location, and cost allocation of the audit, with a strong preference for the use of pooled audits, common attestation reports (such as SOC 2), and shared assessments in lieu of bespoke on-site audits.

17. Intellectual Property

The Services, including all underlying technology, verification algorithms, payment orchestration logic, machine learning and analytic models, software, documentation, user interfaces, and all related copyrights, patents (including the patent application for DoStopFraud™, which is Patent Pending), trade-marks, trade secrets, and other intellectual property rights, are and remain the exclusive property of DoBusiness.com™ or its licensors.

DoBusiness.com™, DoSuite™, DoStopFraud™, DoMoney™, DoAccounting™, DoDocs™, DoSignature™, DoID™, DoClientPortal™, DoFax™, DoEmail™, DoText™, DoDeposit™, DoFINTRAC™, DoCommunicate™, and DoWeb™ are trade-marks of uSecure Escrow Solutions Inc., operating as DoBusiness.com™, or its licensors. All other trade-marks are the property of their respective owners.

Subject to your compliance with these Terms, DoBusiness.com™ grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes. You may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, or create derivative works of any part of the Services without the express written consent of DoBusiness.com™.

18. Confidentiality

Each party will protect the other’s Confidential Information from unauthorized use or disclosure with the same degree of care it uses to protect its own Confidential Information of like kind, and not less than a reasonable degree of care. Confidential Information does not include information that is or becomes publicly available without breach of these Terms, was lawfully known prior to disclosure, is independently developed without use of the other party’s Confidential Information, or is required to be disclosed by law or by a regulator (in which case the receiving party will, where lawful, provide reasonable advance notice of such disclosure).

19. Disclaimers and Limitation of Liability

19.1 Service Availability

Except as expressly set out in these Terms or in a written master services agreement, the Services are provided on an “as is” and “as available” basis. DoBusiness.com™ does not warrant that the Services will be uninterrupted, error-free, or free of viruses or other harmful components. We may suspend the Services for maintenance, upgrades, or security reasons.

19.2 No Professional Advice; No Fiduciary Relationship

The Services are technology services. They do not constitute legal, accounting, tax, investment, audit, or other professional advice, and DoBusiness.com™ is not the Client’s lawyer, accountant, auditor, fiduciary, escrow agent (except in the express capacity of uSecure Escrow Solutions Inc. where so engaged), trustee, or financial advisor.

19.3 Verification, Identity, and Communications Results

A “match” result returned by DoStopFraud™, a positive identity verification returned by DoID™, or a successful delivery confirmation returned by any communications module is decision-support information only. It is not a guarantee of the legitimacy of the underlying transaction, the identity, authority, or solvency of any party, or the safety of any transfer or communication. The Client and any User remain solely responsible for their decisions.

19.4 Limitation of Liability

To the maximum extent permitted by applicable law, DoBusiness.com™, its directors, officers, employees, contractors, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, or data, arising out of or in connection with the Services or these Terms, even if advised of the possibility of such damages.

Subject only to liability that cannot lawfully be excluded or limited (including liability arising from fraud, fraudulent misrepresentation, or wilful misconduct), the total aggregate liability of DoBusiness.com™ to a Client arising out of or in connection with these Terms and the Services in any twelve (12)-month period will not exceed the greater of (i) the fees actually paid by that Client to DoBusiness.com™ for the affected Service in the twelve (12) months immediately preceding the event giving rise to the liability, and (ii) CAD $500. Where a Client accesses a Service free of charge, the Client acknowledges that the limitations in this Section reflect the no-fee nature of the Service.

A separate written master services agreement may set a different liability cap; in that case, the master services agreement prevails over this Section in respect of the matters it expressly addresses.

20. Insurance

DoBusiness.com™ maintains professional liability, technology errors and omissions, cyber liability, and crime/fidelity insurance commensurate with the nature and scope of the Services and customary for a Bank of Canada Registered PSP of comparable scale. On request, certificates of insurance with stated limits and insurer ratings will be made available to enterprise Clients and regulated entity Clients under appropriate confidentiality terms.

21. Indemnification

You agree to indemnify, defend, and hold harmless DoBusiness.com™ and its directors, officers, employees, contractors, and agents from and against any third-party claims, liabilities, damages, losses, fines, and expenses (including reasonable legal fees) arising out of or in connection with: (i) your breach of these Terms; (ii) your violation of applicable law (including the PCMLTFA, the RPAA, sanctions laws, securities laws, privacy laws, professional rules, and consumer protection laws); (iii) any inaccuracy or misrepresentation in any information you provide; (iv) your use of the Services in a manner not permitted by these Terms; or (v) any third-party claim alleging that your Client Data, instructions, or use of the Services infringes a third party’s rights.

22. Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the party’s reasonable control, including: acts of God; natural disasters; pandemic; war or terrorism; government action or order; cyberattacks or distributed denial-of-service attacks; failure of third-party telecommunications, internet, payment-rail, or financial-institution counterparties; power outages; or regulatory changes that materially affect the operation of the Services. DoBusiness.com™ will use commercially reasonable efforts to resume the Services as soon as practicable and will notify Clients of any material service disruption. This Section does not limit DoBusiness.com™’s safeguarding-of-funds obligations under Section 7.2.

23. Dispute Resolution; OBSI

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

OBSI. As a PSP Member of the Ombudsman for Banking Services and Investments (OBSI), DoBusiness.com™ makes the OBSI complaints process available to eligible Clients and end-users in respect of payment-related complaints not resolved through DoBusiness.com™’s internal complaint-handling process. Information on how to file an OBSI complaint is available at www.obsi.ca and from DoBusiness.com™ on request.

Negotiation, Court, and Carve-Outs. Before commencing any legal proceeding, the parties agree to attempt resolution through good-faith negotiation for a period of not less than thirty (30) days from written notice of the dispute. Any dispute arising out of or in connection with these Terms or the Services is subject to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in Toronto, except that nothing in this Section limits: (i) the right of any party to seek interim or injunctive relief in any court of competent jurisdiction; (ii) the right of any consumer to bring a small-claims-court action; (iii) the right of any party to file a complaint with FINTRAC, the Bank of Canada, OSFI, OBSI, the Office of the Privacy Commissioner of Canada, a provincial privacy regulator, the Quebec Commission d’accès à l’information, or any other regulator or law-enforcement authority; or (iv) any right that cannot lawfully be waived under applicable consumer protection legislation, including the Quebec Consumer Protection Act.

24. Changes to These Terms

DoBusiness.com™ may update these Terms from time to time. Material changes will be communicated to registered Users by email or in-product notice not less than thirty (30) days before the changes take effect, and the “Effective Date” at the top of this document will be updated accordingly. Continued use of the Services after the effective date of a change constitutes acceptance of the updated Terms.

25. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent.

26. Assignment; Change of Control

You may not assign or transfer your rights or obligations under these Terms without the prior written consent of DoBusiness.com™. Any attempted assignment without such consent is void. DoBusiness.com™ may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by these Terms and that any change of control of DoBusiness.com™ is effected in accordance with the change-in-control notification requirements of the RPAA and any other applicable regulatory regime.

27. No Waiver

No failure or delay by DoBusiness.com™ in exercising any right, power, or remedy under these Terms constitutes a waiver of that right, power, or remedy. A waiver of any provision or breach does not constitute a waiver of any other provision or any subsequent breach of the same provision.

28. Notices

Notices to DoBusiness.com™ under these Terms must be sent to legal@dobusiness.com (with a copy to the address below). Notices to a Client may be sent by email to the address on the Client’s account or by in-product notice. Notices are deemed received on the date of delivery if delivered during business hours and otherwise on the next business day.

29. Entire Agreement

These Terms, together with the Privacy Policy, the DoStopFraud™ Terms of Service, any module-specific terms, any applicable Service Plan or order form, and any written master services agreement between DoBusiness.com™ and the Client, constitute the entire agreement between the parties with respect to the Services and supersede all prior or contemporaneous communications, proposals, and representations relating to the Services. In the event of a conflict, the order of precedence is: (1) any written master services agreement signed by both parties; (2) the DoStopFraud™ Terms of Service in respect of the DoStopFraud™ module; (3) module-specific terms in respect of the applicable module; (4) these Terms; and (5) the Privacy Policy.

30. Contact Information

For questions about these Terms, please contact:

uSecure Escrow Solutions Inc., operating as DoBusiness.com™

Vaughan, Ontario, Canada

General: legal@dobusiness.com

Privacy inquiries: privacy@dobusiness.com

Compliance: compliance@dobusiness.com