Terms and Conditions

1.1 These Terms and Conditions ("Terms") constitute a legally binding agreement between you, acting on behalf of a business entity (the "Client," "you," or "your"), and Cryptopayze Solutions Ltd., a British Columbia corporation registered under number BC1543997 ("BlackGallo," "we," "us," or "our"), governing your use of the BlackGallo services.

1.2 BlackGallo is registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a Money Services Business (MSB) providing services of foreign exchange dealing, money transferring, dealing in virtual currencies, and payment service provider, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA), under FINTRAC registration number C10001312. Registration does not constitute endorsement or approval by FINTRAC.

1.3 Our Services are provided from Canada and are intended for business clients (legal entities) located in jurisdictions where BlackGallo may lawfully offer the Services. BlackGallo does not actively market or solicit users outside Canada. If you access the Services from outside Canada, you represent that you do so on your own initiative and that no solicitation has occurred. You are solely responsible for compliance with the laws applicable to you and your business entity in your jurisdiction.

1.4 BlackGallo's Services are available exclusively to businesses (legal entities). Individuals acting in a personal capacity are not eligible to open an Account or use the Services.

1.5 In these Terms, the following definitions apply:

• "Crypto-asset" or "Digital Asset" refers to cryptocurrency, including but not limited to Bitcoin (BTC), and may include transactions performed using the Bitcoin Network, the Lightning Network, the Liquid Network, or other supported blockchain networks.
• "Fiat currency" refers to government-issued currency designated as legal tender, including but not limited to the Canadian dollar (CAD).
• "Account" means the business account you open with us to access our Services.
• "Platform" means the BlackGallo website, application programming interface (API), and any associated interfaces through which we provide our Services.
• "Services" means the exchange and related services described in Section 3.
• "Supported Crypto-assets" means those crypto-assets we support, as listed on our website and updated from time to time.
• "External Wallet" means a crypto-asset wallet under the Client's own control that is not hosted by BlackGallo or its third-party partners.
• "Internal Wallet" means a crypto-asset wallet provided to the Client by an integrated Third-Party Service Provider.
• "Third-Party Service Provider" means a licensed partner integrated with BlackGallo's Platform (such as Fipto, accessible at https://www.fipto.com), through which certain additional digital asset and/or fiat payment services may be made available to Clients. Third-Party Service Providers may hold payment institution licences and/or authorisations under applicable regulations (including MiCA) enabling them to provide both crypto-asset and fiat-related services.
• "Authorized Representative" means the individual(s) authorized to act on behalf of the Client in connection with the Account and the Services.

2.1 By accessing, browsing, or using any of our Services, or by creating an Account with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference.

2.2 If you do not agree to these Terms, you must immediately discontinue use of our Services.

2.3 We reserve the right to modify, amend, or change these Terms at any time, at our sole discretion. Any changes will be effective immediately upon posting on our website. Your continued use of our Services after any such changes constitutes your acceptance of the new Terms.

2.4 It is your responsibility to review these Terms periodically. We will make reasonable efforts to notify Clients of significant changes, but you should check our website regularly to view the current version.

3.1 BlackGallo provides the following core services to approved business Clients:

(a) Buy Crypto-asset Service (Fiat-to-Crypto On-Ramp):The exchange of fiat currency for Supported Crypto-assets, with BlackGallo ensuring delivery of the purchased Crypto-assets directly to the Client's previously registered and approved External Wallet address.

(b) Sell Crypto-asset Service (Crypto-to-Fiat Off-Ramp):The exchange of Supported Crypto-assets for fiat currency, with the Client sending Crypto-assets from their previously registered and approved External Wallet to BlackGallo, and BlackGallo settling the corresponding fiat amount to the Client's designated bank account.

3.2 BlackGallo acts as the direct counterparty in all exchange transactions.

3.3 BlackGallo does not provide custody, administration, or wallet services for crypto-assets. BlackGallo does not provide a general-purpose wallet, deposit account, or stored-value account. BlackGallo may temporarily hold fiat funds or crypto-assets solely to the extent operationally required to execute an exchange transaction (including settlement, refund, error correction, or compliance holds).

3.4 Third-Party Services (Digital Asset and Fiat). In certain cases, additional digital asset services may be made available to Clients through integrated Third-Party Service Providers (such as Fipto). These services may include:

(a) Transferring Digital Assets from an External Wallet to an Internal Wallet provided by the Third-Party Service Provider;

(b) Withdrawing Digital Assets from an Internal Wallet to an External Wallet; and

(c) Storing Digital Assets purchased or converted through the Platform on an Internal Wallet.

(d) Fiat-related services, including fiat collections (receiving inbound bank transfers), fiat payouts (sending bank transfers in supported currencies), and fiat-to-stablecoin or stablecoin-to-fiat conversions, provided directly by the Third-Party Service Provider under their own regulatory licences.

Where such third-party services are utilized, Clients will be clearly informed and will be required to accept the Third-Party Service Provider's terms and conditions (for Fipto: https://www.fipto.com/legal/terms-and-conditions) and privacy policy. BlackGallo is not responsible for the services, operations, security, or compliance practices of Third-Party Service Providers. The Client's use of Third-Party Service Provider services is governed by the applicable third-party agreements.

3.5 Any fiat payments or crypto-asset transactions associated with our Services are considered corollary activities to the primary exchange services and do not constitute a payment processing service.

3.6 All transactions are subject to compliance with applicable laws, including anti-money laundering, anti-terrorist financing, sanctions, and reporting obligations. BlackGallo may delay, refuse, suspend, cancel, or otherwise restrict a transaction prior to settlement, or freeze associated fiat balances, where required to comply with law, regulatory guidance, court orders, or internal compliance controls.

4.1 To use our Services, you must create a business Account and provide accurate, complete, and up-to-date information as requested during the registration process. You must:

• Be a duly incorporated and validly existing legal entity.
• Have full legal authority to enter into these Terms.
• Be established or operating in a jurisdiction where we offer our Services.
• Designate one or more Authorized Representatives who are at least 18 years old and have full legal capacity.
• Successfully complete our know-your-business (KYB), know-your-customer (KYC), and identity verification process.

4.2 The Authorized Representative(s) are responsible for maintaining the confidentiality of Account credentials and for all activities that occur under the Account.

4.3 You agree to immediately notify BlackGallo of any unauthorised use of your Account or any other breach of security.

4.4 BlackGallo reserves the right to refuse registration, suspend, or terminate Accounts at our discretion, particularly if we suspect violations of these Terms or applicable laws.

4.5 Ongoing Verification. You agree that BlackGallo may verify or re-verify business entity information, beneficial ownership, and the identity of directors, officers, and Authorized Representatives at any time, including by requesting updated documents or information.

4.6 Enhanced Due Diligence. BlackGallo may apply enhanced verification and monitoring measures, including requests for information regarding source of funds or source of wealth, where required by law or where BlackGallo determines it is necessary under its risk-based compliance program.

4.7 Consequences. If you fail to provide requested information, or if information cannot be verified, BlackGallo may refuse registration, suspend, restrict, or terminate your Account and may delay or refuse transactions.

5.1 Buy Crypto-asset Service. The Buy Crypto-asset service constitutes an agreement whereby BlackGallo will deliver the specified amount of Crypto-assets to the External Wallet address previously registered and approved by BlackGallo for the Client, in exchange for the agreed-upon amount of fiat currency.

5.2 Sell Crypto-asset Service.The Sell Crypto-asset service constitutes an agreement whereby the Client sends the specified amount of Crypto-assets from their approved External Wallet to an address designated by BlackGallo, and BlackGallo settles the corresponding fiat amount to the Client's designated bank account.

5.3 Clients must provide wallet addresses from wallets under their full and exclusive control. Providing addresses belonging to unrelated third parties is strictly prohibited, unless specifically requested and approved by BlackGallo.

5.4 A Buy transaction is considered completed once the crypto-asset payment is sent by BlackGallo to the provided address. A Sell transaction is considered completed once the corresponding fiat settlement has been initiated to the Client's bank account.

5.5 Clients are solely responsible for the accuracy of the provided wallet information and the security of their wallets.

5.6 All crypto-asset sales are final and non-refundable once the relevant crypto-asset transaction has been broadcast to the applicable blockchain network. Prior to broadcast or settlement, BlackGallo may suspend, cancel, or refuse a transaction where required by applicable law or pursuant to Sections 3.6 or 7 of these Terms.

5.7 The price of Crypto-assets quoted by BlackGallo includes a markup (spread). Current rates and fees are available for review on our website.

5.8 BlackGallo is not liable for transaction confirmation delays on any blockchain network and provides no guarantee of confirmation times.

5.9 BlackGallo may delay settlement, place a hold, or refuse to process a transaction where required for identity verification, sanctions screening, fraud prevention, compliance review, or regulatory reporting.

6.1 BlackGallo displays its exchange rates, transaction fees, transaction minimums, transaction maximums, and estimated processing times publicly on our website for the convenience of its Clients and for the sake of transparency.

6.2 When using the exchange services, the exchange rate at which BlackGallo will buy or sell Crypto-assets may differ from the rate displayed on the website. BlackGallo may offer customised exchange rates to certain Clients. If there is a discrepancy, the rate executed during the order will prevail.

6.3 Transaction maximums displayed on our website are subject to your verification level and may be significantly lower if your verification is incomplete. Transaction maximums may be customised per Client.

6.4 Transaction maximums may be subject to limits imposed by your own bank or payment processor, which are outside BlackGallo's control.

6.5 Blockchain network fees (where applicable) are not collected by BlackGallo and are determined by the relevant network. BlackGallo has no control over blockchain network fees.

6.6 The processing times displayed on our website are meant to provide a general assessment and do not constitute a guarantee or service-level agreement. Processing delays can be caused by multiple factors outside of our control. BlackGallo will always attempt to process transactions on a best-effort basis.

7.1 Clients must submit all corporate and personal information required for know-your-business (KYB), know-your-customer (KYC), and anti-money laundering verifications before using BlackGallo services.

7.2 BlackGallo reserves the right to:

• Prevent Clients from using services.
• Request additional information or documentation.
• Restrict or terminate Accounts.

if we suspect violations of these Terms, applicable laws, or if provided information is inaccurate or misleading.

7.3 Clients and their Authorized Representatives are responsible for the accuracy and completeness of all information provided, including but not limited to corporate documentation, beneficial ownership information, director and officer identification, email addresses, telephone numbers, names, addresses, dates of birth, identity documents, and proof of residence documents.

7.4 Periodic reviews and updates may be required to ensure compliance with Customer Due Diligence (CDD) and Enhanced Due Diligence (EDD) procedures. Failure to provide requested information may result in restriction, suspension, or termination of your Account.

7.5 BlackGallo is committed to complying with all applicable Canadian federal and provincial laws, including anti-money laundering (AML) and counter-terrorist financing (CTF) regulations as administered by FINTRAC.

7.6 BlackGallo is required to make certain reports to FINTRAC and other competent authorities, including suspicious transaction reports and large virtual currency transaction reports, and may be required to provide information to law enforcement or regulators under applicable law.

7.7 Where permitted or required by law, BlackGallo may make regulatory reports without notice to you. In certain circumstances, BlackGallo may be legally prohibited from disclosing to you that a report has been made or that a compliance review or investigation is ongoing.

7.8 Transactions that meet or exceed reporting thresholds under Canadian law (including, where applicable, transactions involving virtual currency totalling CAD $10,000 or more within a 24-hour period) may be subject to enhanced review, reporting, and verification. BlackGallo may delay, restrict, or refuse such transactions pending completion of compliance checks.

7.9 For certain virtual currency transfers (including transfers that meet applicable regulatory thresholds, currently CAD $1,000), BlackGallo may be required to collect, retain, and transmit specific originator and beneficiary information to other financial institutions, money services businesses, or virtual asset service providers.

7.10 BlackGallo may request information or documentation regarding the source of funds or source of wealth connected to your use of the Services and may delay, restrict, or refuse transactions pending satisfactory review.

7.11 BlackGallo retains records as required by Canadian law, including mandatory retention periods of at least five (5) years after the last transaction or account closure. Requests to delete data may be declined where retention is legally required.

7.12 BlackGallo may suspend, freeze, block, or refuse to process transactions, or freeze associated fiat balances, where required to comply with applicable sanctions laws, court orders, regulatory directives, or internal compliance determinations.

8.1 Where Clients elect to use additional digital asset and/or fiat payment services provided through integrated Third-Party Service Providers (such as Fipto), the Client acknowledges and agrees that:

(a) The Client will be required to complete an additional onboarding process with the Third-Party Service Provider;

(b) The Client will be required to accept the Third-Party Service Provider's terms and conditions and privacy policy;

(c) BlackGallo does not control, guarantee, or assume liability for the Third-Party Service Provider's services, security, availability, or performance;

(d) Any disputes relating to Third-Party Service Provider services must be resolved directly with the applicable provider;

(e) The Client is responsible for understanding and complying with the Third-Party Service Provider's terms.

8.2 BlackGallo will clearly inform Clients when a service involves a Third-Party Service Provider and will provide the applicable terms and conditions prior to the Client's use of such services.

9.1 To the fullest extent permitted by applicable law, BlackGallo and its affiliates, officers, directors, employees, and agents disclaim all warranties, express or implied, in connection with the Services and your use thereof.

9.2 BlackGallo shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, resulting from:

• The use or inability to use the Services.
• Unauthorised access to or alteration of your transmissions or data.
• Statements or conduct of any third party on the Services.
• The acts, omissions, security, or performance of any Third-Party Service Provider.
• Any other matter relating to the Services.

9.3 To the maximum extent permitted by law, BlackGallo's aggregate liability arising out of or relating to the Services shall not exceed the total fees paid by you to BlackGallo in the twelve (12) months preceding the event giving rise to the claim.

9.4 Clients expressly understand and agree that their use of the Services is at their sole risk. The Services are provided on an "AS IS" and "AS AVAILABLE" basis.

9.5 BlackGallo is not responsible for:

• Client errors, such as incorrect wallet addresses.
• Fluctuations in crypto-asset value or potential losses.
• Losses due to Client error, such as forgotten passwords or failed device backups.
• Losses arising from the Client's use of Third-Party Service Provider services.
• Any damages resulting from events beyond our control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labour, or materials.

9.6 In the event of a manifest error, including but not limited to pricing errors, system malfunctions, or technical faults, BlackGallo may cancel or adjust a transaction prior to settlement. Once a crypto-asset transaction has been broadcast to the applicable blockchain network and confirmed, it cannot be reversed. Where appropriate, BlackGallo may correct associated fiat ledger entries or take other remedial action permitted by law. Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by applicable law.

10.1 BlackGallo explicitly disclaims any responsibility or liability for any losses, damages, or harm incurred by Clients as a result of scams, frauds, or any other deceptive practices perpetrated by third parties in connection with the use of our Services.

10.2 Clients acknowledge and agree that:

• BlackGallo's monitoring obligations are limited to those required by applicable law and its internal compliance program.
• The Client bears sole responsibility for conducting due diligence on any transaction, investment opportunity, or third party with whom they interact while using BlackGallo's Services.
• BlackGallo does not endorse, guarantee, or vouch for the integrity, reliability, or legitimacy of any person, entity, or purpose for which a Client may be using Crypto-assets through our Services.
• BlackGallo does not guarantee that it will detect or prevent all fraudulent activity, particularly where such activity involves deception or social engineering by third parties.

10.3 Clients expressly waive any right to hold BlackGallo liable for losses or damages resulting from:

• Falling victim to investment scams, Ponzi schemes, or other fraudulent activities.
• Voluntarily sending crypto-assets or fiat currency to third parties, regardless of the purported purpose or promise of return.
• Being coerced, manipulated, or deceived into using BlackGallo's Services for any fraudulent or illegal purpose.

10.4 BlackGallo strongly advises Clients to exercise extreme caution and scepticism when dealing with third parties or investment opportunities, to never share account credentials or private keys, and to seek independent professional advice before engaging in significant financial transactions.

11.1 Clients are strictly prohibited from:

• Using BlackGallo services for any illegal or unauthorised purpose.
• Creating or operating multiple Accounts for the same legal entity without prior approval.
• Providing false or misleading information.
• Impersonating or misrepresenting affiliation with any person or entity.
• Attempting to circumvent any security measures or restrictions.
• Engaging in any activity that interferes with or disrupts the Services.
• Using the Services for money laundering, terrorist financing, or other criminal activities.
• Attempting to manipulate or exploit the Services or exchange rates.
• Transferring funds to or from entities known for fraudulent behaviour.

11.2 BlackGallo complies with applicable Canadian sanctions laws, including the Special Economic Measures Act (SEMA), the United Nations Act, and applicable Criminal Code provisions relating to terrorism financing. Clients located in, established in, or otherwise subject to sanctions restrictions may not use the Services. BlackGallo may block, freeze, refuse, or suspend transactions prior to settlement, and may freeze associated fiat balances, where required by sanctions laws or where BlackGallo reasonably suspects a sanctions breach.

11.3 Violations may result in immediate suspension or termination of your Account, refusal of transactions, and reporting to competent authorities where required by law.

12.1 The Services and their original content, features, and functionality are and will remain the exclusive property of BlackGallo and its licensors.

12.2 The Services are protected by copyright, trademark, and other laws of Canada and foreign countries.

12.3 Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of BlackGallo.

13.1 You agree to defend, indemnify, and hold harmless BlackGallo and its licensees and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from:

• Your use of and access to the Services.
• Your violation of any term of these Terms.
• Your violation of any third-party right, including without limitation any copyright, property, or privacy right.
• Any claim that your use of the Services has caused damage to a third party.

13.2 This defence and indemnification obligation will survive these Terms and your use of the Services.

14.1 These Terms shall be governed and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to its conflict of law provisions.

14.2 Subject to applicable legislation and to the extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered in Canada in accordance with the rules of a recognized arbitration body. Nothing in this Section limits any rights you may have under mandatory laws to bring a claim before a court of competent jurisdiction where such rights cannot be waived by agreement.

14.3 The place of arbitration shall be Vancouver, British Columbia. The language of the arbitration shall be English.

14.4 Any dispute resolution proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class, consolidated, or representative action to the extent permitted by applicable law.

BlackGallo will respond to law enforcement requests from authorised law enforcement officials with proof of authority. Law enforcement inquiries provided to BlackGallo should contain the relevant information to the request, including the details of the law enforcement agency, the related case officer or representative to contact, details of information requested, as well as a means by which BlackGallo can authenticate the request as genuine.

The request should contain information that will help BlackGallo identify the Client or transaction for which the information is being sought. This could include public address, transaction ID, IP address, and time and date of suspicious activity.

Law enforcement inquiries can also include an attachment of any applicable documentation, including but not limited to subpoenas, court orders, or production orders. BlackGallo may be legally prohibited from notifying you of certain disclosures or requests.

If you have any questions about these Terms, please contact us at:

By using BlackGallo services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.