WOLFO TERMS AND CONDITIONS OF USE

These Terms and Conditions of Use (“Terms”) set out the rules governing the use of the website located at www.wolfo.io and all its subdomains, including ib.wolfo.io (together, “Website”). These Terms, together with the Privacy Policy of Foxo Development Corp., govern the relationship between Foxo Development Corp. and the User in relation to this Website only.

The term “Foxo Development Corp.”, “us”, or “we” refers to the owner of the Website, corporate registration number: 1000845350, FINTRAC MSB registration number: C100000234 dated November 1, 2024 (FINTRAC registration does not constitute licensing, certification, approval, or endorsement by FINTRAC), address: 7030 Woodbine Avenue, Suite 500, Markham, Ontario, L3R 6G2, Canada.

The term “Partner Providers” refers to the entities that provide virtual asset services to Users under separate client agreements.

The term “Permitted Use” refers to use of the Website solely for the User’s internal business purposes in connection with services available through the Website, in accordance with these Terms.

The term “Website” refers to the website located at www.wolfo.io and all its subdomains, which provides a platform through which the User may access information about various services, including financial services.

The term “User” refers to the business entity, or the duly authorised representative of a business entity, that browses, registers on, or otherwise accesses or uses the Website.

Using the Website means browsing it, registering, or accessing any of its features.

The User is advised to read these Terms before using the Website. It is recommended that the User retain a copy for its records. By using the Website, the User agrees to these Terms. If the User does not agree, the User must not use the Website.

These Terms apply in addition to any separate client agreements the User may enter into with us or any Partner Provider. In the event of any conflict between these Terms and such separate agreements, the terms of the separate agreements will prevail to the extent of the conflict.

These Terms are entered into between the User and Foxo Development Corp. We may contract with Partner Providers and other third-party service providers, including merchants and financial service providers, with respect to one or more of the services available through the Website or parts thereof. Foxo Development Corp., and not its Partner Providers, is solely responsible for the Website, including any maintenance and support, and its content. However, the User agrees that Partner Providers, along with their respective affiliates, are third-party beneficiaries of these Terms solely in relation to their respective services, integrations, content, interfaces, rights, disclaimers, limitations of liability, prohibited use, sanctions compliance, and indemnification protections under these Terms. Upon the User's acceptance of these Terms, Partner Providers will have the right to enforce these Terms against the User as third-party beneficiaries with regard to their respective services. For the avoidance of doubt, the third-party beneficiary rights granted to Partner Providers under these Terms do not impose any obligations on Partner Providers toward the User. All obligations of Partner Providers toward the User are governed exclusively by the applicable client agreements.

No Service Relationship Without Onboarding

Accessing or browsing the Website does not mean the User has access to any services or is eligible for them. No fiduciary, advisory, client, or service relationship is created between the User and Foxo Development Corp. or any Partner Provider by virtue of the User’s access to the Website. To use any service available through the Website, the User must complete the onboarding process, pass identity and anti-money laundering checks, and enter into a separate client agreement. Until such requirements are fulfilled, no service relationship exists between the User and us or any Partner Provider, and Foxo Development Corp. accepts no responsibility for any actions or omissions of the User prior to such time.

The Website provides a platform through which the User may access information about various services, including financial services offered in association with other financial institutions, as well as other products and services, some of which are offered by Partner Providers.

Partner Provider services shown on the Website, including any interface, dashboard, links, or integrated functionality relating to Partner Provider services, are displayed for convenience and technical interface purposes only. This does not mean those services are provided by us, or that we are involved beyond a technical or informational capacity.

Foxo Development Corp. and each Partner Provider operate their services separately and are not responsible for each other. We are not liable for any acts, omissions, or failures of any Partner Provider, and they are not liable for ours.

Any agreement for virtual asset services is directly between the User and the relevant Partner Provider. We are not a party to those agreements. Foxo Development Corp. does not hold, process, execute, arrange, or facilitate any virtual asset transactions, and we do not provide investment, trading, or dealing services in virtual assets. Foxo Development Corp. is not a marketplace, dealer, adviser, or broker within the meaning of the Ontario Securities Act (R.S.O. 1990, c. S.5) or any analogous provincial legislation. If any virtual asset offered through a Partner Provider is determined to constitute a security or derivative, responsibility for compliance with applicable securities laws rests exclusively with the relevant Partner Provider. Any such activities are conducted exclusively by Partner Providers under their own regulatory obligations. Partner Providers are solely responsible for compliance with all applicable provincial securities laws, including any registration or dealer obligations that may apply to their virtual asset activities.

The Website or specific services available through it may not be available at all times or in all jurisdictions. Nothing on the Website constitutes an offer or solicitation to buy or sell any services or products to anyone in any jurisdiction where such offer or solicitation is prohibited by law.

Nothing on the Website constitutes financial, investment, legal, tax, or other professional advice. The User should consult qualified professional advisers before making any financial or investment decisions. Foxo Development Corp. does not act as an investment adviser, portfolio manager, or broker in any capacity.

The User’s access to the Website is non-transferable. The User must not share login credentials or allow any third party to access the Website using its account. The User is responsible for all activity that occurs under its account. If the User becomes aware of any unauthorised use, it must contact us immediately at [email protected].

The User is responsible for having the appropriate equipment, software, and internet connection to access the Website. The User is solely responsible for any costs incurred in connection with its use of the Website, including costs of equipment, software, or repairs.

By using the Website, the User represents and warrants that:

• the User is a corporation, partnership, or other legal entity duly organised and validly existing under the laws of its jurisdiction of organisation;
• the individual accepting these Terms on behalf of the User has full corporate authority to do so and to bind the User;
• the User is not a consumer within the meaning of the Consumer Protection Act, 2002 (S.O. 2002, c. 30, Sched. A) or any analogous legislation;
• all information the User provides to us is true, accurate, current, and complete;
• the User does not and will not impersonate any person or entity or misrepresent its identity, authority, or affiliation when using the Website;
• the User is not located in, or acting on behalf of anyone in, a prohibited jurisdiction (please refer to the Prohibited Jurisdictions section on the Website for the full list, available at Prohibited Jurisdictions);
• the User is not listed on any Canadian or other applicable government list of prohibited or restricted parties, including the Consolidated Canadian Autonomous Sanctions List under the Special Economic Measures Act (S.C. 1992, c. 17) and the Justice for Victims of Corrupt Foreign Officials Act (S.C. 2017, c. 21), applicable United Nations sanctions lists, and, to the extent applicable, the U.S. Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List;
• the User will not use the Website for the benefit of any person or entity subject to government sanctions or for the purpose of evading or circumventing any sanctions regime;
• using the Website is not restricted or prohibited by the laws of the User’s jurisdiction. It is the User’s sole responsibility to verify this.

The User agrees to promptly update any information provided to us if it changes. We are not liable for any loss arising from the User’s failure to provide accurate or current information.

If we determine that the User does not meet these requirements, we may restrict or terminate the User’s access immediately and without notice.

Prohibited Use

In addition to the restrictions set out elsewhere in these Terms, the User must not use the Website or any content on it for any purpose other than the Permitted Use. The User must not, and must not permit anyone else to, use the Website in a manner that violates the contractual, intellectual property, or other rights of any third party.

Sanctions and Compliance

The User’s obligations under this section are ongoing and apply at all times during which the User has access to the Website, not only at the time of registration.

The User must not use the Website, directly or indirectly, in violation of any applicable sanctions laws or regulations, including those administered under the Special Economic Measures Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Canada), the United Nations Act (R.S.C., 1985, c. U-2), and, to the extent applicable to the User, the sanctions programs administered by the U.S. Office of Foreign Assets Control (OFAC).

The User must not use the Website to transact with, or for the benefit of, any person, entity, or jurisdiction that is the subject of sanctions. The User must not use the Website to evade, avoid, or circumvent any sanctions regime.

A violation of this section constitutes a material breach of these Terms and is grounds for immediate termination of the User’s access without prior notice and without liability to us. The User will indemnify us in respect of any loss, cost, or liability we incur as a result of such violation.

Foxo Development Corp. reserves the right to block access to the Website without prior notice where it has reasonable grounds to suspect a violation of applicable sanctions laws.

Account Access and Suspension

We may carry out maintenance or technical updates at any time, with or without notice.

We do not guarantee that the Website will always be available or uninterrupted. At our sole discretion and without prior notice, we may suspend, withdraw, discontinue, or restrict access to all or any part of the Website, including specific sections, pages, or features, for any reason, including maintenance, security incidents, regulatory requirements, or operational decisions except where prior notice or other obligations are required by applicable regulatory legislation. We are not liable to the User for any such suspension, withdrawal, restriction, or discontinuation.

In addition, we may suspend or terminate the User’s access to the Website at any time if we believe the User may have violated these Terms or any other agreement for use of the Website or services available through it, or that the User’s continued access may create risk or legal exposure for us or any Partner Provider. We may also suspend the User’s access if:

• the User’s account has been inactive for more than twelve (12) months; or
• it is necessary to maintain or protect the integrity or operation of the Website.

We will suspend the User's access only for as long as we deem it necessary to resolve or prevent the issues leading to the suspension. The User acknowledges that all suspensions or terminations are made at our sole discretion and that we will not be liable to the User or any third party for any such suspension, termination. Any suspension or termination is in addition to any other rights and remedies available to us.

The User may request the closing of its account by contacting us. Once the account is closed, the User will lose access to services available through the platform.

In accordance with our Privacy Policy, we may retain the User's account information for document retention, fraud prevention, and legal and compliance purposes, including following the termination of the account.

We are not liable for any loss or damage arising from the User’s failure to keep its login credentials secure or from use of the User's account by any unauthorised third party.

While we follow accepted industry practices for securing data transmission, we cannot guarantee the security of data transmitted over the internet. By using the Website, the User acknowledges that we are not liable for any loss arising from the electronic transmission of information to us.

Intellectual Property and Permitted Use

We own or are licensed to use all content on the Website, including text, images, graphics, code, and design. This is protected under Canada's Copyright Act (R.S.C., 1985, c. C-42), Trademarks Act (R.S.C., 1985, c. T-13) and other applicable laws.

The User may print or download pages from the Website for internal business purposes in connection with evaluating, applying for, or using services available through the Website, and not for resale or distribution to any third party. The User may also share links to our content within its organisation.

The User must not:

• modify or adapt anything downloaded from the Website;
• use images, audio, or video separately from their accompanying text;
• use any of our content for commercial purposes outside the scope of the Permitted Use without our prior written permission;
• access or copy our source code, algorithms, or technical procedures;
• use the Wolfo name or trademarks without our written approval;
• licence, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website or any content on it;
• copy, reproduce, modify, translate, distribute, transmit, or circulate in any form any part of the Website or its content, except as expressly permitted under the Permitted Use above;
• remove any watermarks, labels, or proprietary notices from any content on the Website; and
• create derivative works based on the Website or its content, or decompile, disassemble, or reverse engineer any part of it.

If the User breaches these rules, its right to use the Website ends immediately. Upon written request, we will provide the User with its records stored on the Website, that are required to be retained by applicable law or regulation. The User must return or destroy any copies made, except to the extent retention is required by applicable law or regulation. The User will cease and desist from any further access or use immediately upon our request.

Subject to these Terms, we grant the User a limited, revocable, non-exclusive, non-sublicensable, and non-transferable licence to use the Website for the Permitted Use.

No Scraping or Data Mining

The User must not conduct, facilitate, or permit any text or data mining, web scraping, or use of automated tools, including bots, spiders, or scrapers, to access, copy, monitor, or republish any part of the Website. This includes any automated technique that analyses our content to generate patterns, trends, correlations, or other information.

The User must not attempt to circumvent, disable, or defeat any security features or technical measures that protect the Website. The User must not forge headers or otherwise manipulate identifiers to disguise the origin of any material transmitted to or through the Website.

The User must not violate any robot exclusion headers on the Website or bypass any measures employed to prevent or limit access to it.

This restriction applies to the fullest extent permitted by Canadian law.

Keeping the Website Safe

The Website may not always be free from bugs or viruses. The User is advised to use its own security software.

The User must not knowingly introduce viruses, trojans, worms, logic bombs, or other malicious material to the Website. The User must not attempt unauthorised access to the Website, the server it is stored on, or any connected server, computer, or database. The User must not carry out a denial-of-service attack against the Website.

Doing so may be a criminal offence under Canada's Criminal Code (R.S.C., 1985, c. C-46). We will report breaches to law enforcement and cooperate fully, including by sharing the User's details. If the User breaches this section, its access ends immediately and we may:

• take legal proceedings against the User to recover all relevant costs;
• take further legal action as appropriate; and/or
• take any other action we consider appropriate.

We exclude all liability arising from actions we take in response to a breach of this clause.

Linking to the Website

The User may link to the Website’s homepage, provided that the link is fair and accurate and does not suggest any association with, or endorsement by, us that does not exist.

The User must not:

• frame the Website on another website;
• link to the Website in a manner that suggests endorsement or affiliation where none exists, or in a manner that circumvents these Terms; or
• link to the Website from a site that contains illegal, harmful, or misleading content.

We may withdraw permission to link at any time without notice.

For any other use of our content, please contact us.

Information on the Website

Everything on the Website is for general information only. It does not constitute financial, investment, legal, tax, or any other professional advice.

We may update the Website and its content at any time, for example, to reflect changes in our services or business. We are not obliged to keep any content up to date. We reserve the right to change any information, material, or content on the Website at any time without notice or liability.

We endeavour to keep our content accurate and current, but we make no representations or warranties that it is accurate, complete, or up to date.

Where the Website links to or references third-party websites, platforms, or service providers, those links are for information only and do not constitute our endorsement, approval, or recommendation. We have no control over and accept no responsibility for the content, privacy practices, security, or availability of third-party sites. We are not liable for any loss or damage arising from the User's use of or reliance on third-party content or services.

Market data and exchange rates shown on the Website come from third-party data providers and do not constitute a binding quote, offer, or invitation to trade. Service packages shown on the Website are for illustration only and may change at any time without notice. Actual rates, fees, and terms are set at the time of any transaction under the User's separate client agreement and may differ materially from what is shown on the Website.

Notifications and Alerts

We may from time to time send the User automatic notifications related to its account or activity on the Website, such as changes to registration information or security alerts. We may add new types of notifications or discontinue existing ones at any time at our sole discretion. Such notifications constitute electronic communications for the purposes of the Electronic Communications section below.

While we will make reasonable efforts to deliver notifications in a timely and accurate manner, we do not guarantee their delivery, timeliness, or accuracy. We are not liable for any delays, failures to deliver, or errors in the content of any notification, or for any actions taken or not taken in reliance on a notification.

Electronic Communications

By using the Website and providing us with an email address or other electronic contact information, the User consents to receiving communications from us electronically in connection with the User’s account and use of the Website. The User agrees that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by the Electronic Commerce Act, 2000 (S.O. 2000, c. 17) and applicable federal and provincial legislation.

Contact Us

The User can reach us at: [email protected]

When the User writes to us, it helps to include:

• a brief description of the question or issue; and
• the User's name, email address, and phone or postal address if relevant.

We aim to respond within 30 days.

Submitting a contact form or enquiry does not create any contract or obligation on our part. Our reply is for information only. Any service relationship begins only after the User has completed our full onboarding process.

If the User is dissatisfied with the Website or has a complaint about anything covered by these Terms, please contact us at [email protected] with the subject line “Complaint”. Please include a clear description of the concern and any relevant details. We take all complaints seriously and will acknowledge receipt within 5 business days. We aim to resolve the complaint within 30 days.

Please note that complaints relating to any services must be directed to the relevant service provider under the User's client agreement with them.

Commercial Electronic Messages

Acceptance of these Terms does not constitute consent to receive commercial electronic messages. We will only send commercial electronic messages to the User if the User provides separate, express consent, as required under Canada’s Anti-Spam Legislation (S.C. 2010, c. 23) (“CASL”). Each commercial electronic message will include information identifying the sender, and where applicable, the person on whose behalf the message is sent, contact information, and a functioning unsubscribe mechanism, as required by section 6(2)(c) of CASL. The contact information and unsubscribe mechanism will remain valid for at least sixty (60) days after the message is sent, as required under sections 6(3) and 11(2) of CASL. The User may also opt out at any time by emailing [email protected]. We will process opt-out requests promptly, and in any event within 10 business days.

We may update our contact details from time to time by posting updated information on the Website.

Limitation of Liability

The Website and all content on it are provided "as is" and "as available", without warranty or condition of any kind. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Nothing in these Terms excludes liability for death or personal injury caused by our negligence, fraud, or anything else we cannot lawfully exclude under Canadian law.

Otherwise, to the maximum extent allowed by law, we are not liable for any loss or damage arising from:

• sing, or not being able to use, the Website; or
• relying on anything displayed on the Website.

In particular, we are not liable for:

• lost profits, revenue, or business;
• business interruption;
• lost savings or opportunities;
• damage to reputation or goodwill; or
• any indirect, incidental, special, or consequential loss.

We are also not liable for any loss caused by a virus, denial-of-service attack, or other harmful material that may infect the User's device as a result of using the Website or downloading any content from it or any linked site.

To the maximum extent permitted by law, the total aggregate liability of Foxo Development Corp. and its officers, directors, employees, and agents arising out of or in connection with these Terms, and not under any separate client agreement, shall not exceed the greater of (a) CAD 1,000 and (b) the total fees, if any, paid by the User to Foxo Development Corp. in the six (6) months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes any liability that cannot lawfully be excluded under applicable Canadian law.

Indemnification

The User agrees to defend, indemnify, and hold harmless Foxo Development Corp. and its officers, directors, employees, and agents from and against any claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from or related to: (a) the User’s use of the Website in violation of these Terms; (b) the User’s violation of any applicable law or the rights of any third party; (c) any information the User submits through the Website that is false, inaccurate, or misleading; or (d) the User’s breach of any representation or warranty set out in these Terms.

The User must notify Foxo Development Corp. promptly in writing upon becoming aware of any claim to which this indemnification may apply. Foxo Development Corp. will have the right, at its option and expense, to assume or participate in the defence of any such claim. The User must not settle any claim without the prior written consent of Foxo Development Corp.

Force Majeure

We will not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay is due to causes beyond our reasonable control, including but not limited to acts of God, natural disasters, power outages, internet disruptions, epidemics or pandemics, war, terrorism, strikes, embargoes, governmental or regulatory actions, or failures of third-party service providers.

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Any disputes arising out of or in connection with these Terms or the Website will be submitted to the exclusive jurisdiction of the courts of the Province of Ontario, and the User irrevocably attorns to such jurisdiction.

If the User has a dispute relating to these Terms or the Website, the User is encouraged to contact us first. We will make reasonable efforts to resolve the concern before any formal proceedings are initiated.

If any provision of these Terms is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision will be deemed severed from the rest of these Terms, which will continue in full force and effect.

Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce it in the future.

These Terms, together with our Privacy Policy, constitute the entire agreement between us and the User regarding the User’s use of the Website and supersede all prior communications, representations, or agreements on the same subject, whether oral or written.

We may update these Terms from time to time. When we do, we will post the revised version on this page with an updated effective date. For material changes, we will make reasonable efforts to notify the User, for example, by posting a notice on the Website or sending an email to registered Users. By continuing to use the Website after any changes take effect, the User agrees to the updated Terms. If the User does not agree, the User must stop using the Website.

The User may not transfer or assign any of its rights or obligations under these Terms without our prior written consent. We may transfer or assign our rights and obligations under these Terms without the User’s consent in connection with a merger, acquisition, sale of assets, corporate reorganisation, change of control, or transfer of substantially all of our assets.

Survival

The following sections of these Terms will survive the termination or expiry of the User’s access to the Website and will continue in full force and effect: Section 1 (Terms of use), Section 4 (Intellectual Property and Permitted Use), Section 5 (Website Content and Communications, to the extent applicable), Section 6 (Liability, Indemnification, and Force Majeure), and Section 7 (Governing Law and General Provisions).

For information on how we collect, use, disclose, and protect personal information, please refer to our Privacy Policy, available at Privacy Policy.

By using the Website, the User acknowledges that it has read and understood our Privacy Policy.