WOLFO TERMS AND CONDITIONS OF USE

These Terms and Conditions of Use ("Terms") explain the rules for using the website at www.wolfo.io and all its subdomains, including ib.wolfo.io (together, the "Website"). These Terms, together with our Privacy Policy, govern the relationship between Foxo Development Corp. and you in connection with the Website.

These Terms apply to everyone who uses the Website, businesses and individuals alike. We serve business customers, such as corporations, partnerships, and other legal entities (each, a "Business Customer"), and individual customers who use the Website for personal purposes, and not for a business purpose (each, an "Individual Customer"). "Individual Customer" has the same meaning as "consumer" in Ontario’s Consumer Protection Act, 2002.

Foxo Development Corp. ("Foxo", "we", "us," or "our") owns the Website. Our corporate registration number is 1000845350. We are registered with the Bank of Canada as a payment service provider under the Retail Payment Activities Act (RPAA). Our FINTRAC MSB registration number is C100000234, dated November 1, 2024. Our address is 7030 Woodbine Avenue, Suite 500, Markham, Ontario, L3R 6G2, Canada.

As used in these Terms, "you" and "your" refer to anyone who browses, registers on, or otherwise accesses or uses the Website, whether you are a Business Customer or an Individual Customer.

Some services on the Website come from another companies that provide virtual asset services to our customers (each, a “Partner Provider”) under their own separate client agreements.

You can use the Website for your “Permitted Use”: a Business Customer’s internal business purposes, or an Individual Customer’s personal purposes. In each case in connection with the services available through the Website, and in accordance with these Terms.

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

We recommend you read these Terms carefully before using the Website, and keep a copy for your records. By using the Website, you agree to these Terms. If you do not agree, you must not use the Website.

These Terms apply in addition to any separate client agreement you enter into with us or a Partner Provider. If these Terms conflict with a separate agreement, the separate agreement applies to the extent of the conflict.

These Terms are an agreement between you and Foxo Development Corp. We may work with Partner Providers and other third-party service providers, including merchants and financial service providers, for some or all of the services available through the Website. We are solely responsible for the Website, including its maintenance, support, and content. Partner Providers are not responsible for the Website.

However, you agree that Partner Providers, and their affiliates, count as third-party beneficiaries of these Terms. This means a Partner Provider can rely on, and enforce, these Terms as if it were a party to them, but only for matters relating to its own services. Specifically, a Partner Provider can rely on and enforce the parts of these Terms covering:

• its services, integrations, content, and interfaces;
• its rights and disclaimers;
• its limits on liability;
• its rules on prohibited use;
• its sanctions compliance; and
• its indemnity protections.

Once you accept these Terms, a Partner Provider can enforce them against you for that Partner Provider's own services. This does not create any obligation owed by a Partner Provider to you. A Partner Provider's obligations to you come only from your separate client agreement with that Partner Provider.

No Service Relationship Without Onboarding

Browsing the Website does not give you access to any services, and does not make you eligible for them.

Using the Website does not create any of the following relationships between you and Foxo, or between you and a Partner Provider:

• a fiduciary relationship (a relationship of trust and duty);
• an advice relationship;
• a client relationship; or
• a service relationship.

To use a service available through the Website, you must:

• complete our onboarding process;
• pass identity and anti-money laundering checks; and
• sign a separate client agreement.

Until you have done all of this, there is no service relationship between you and us, or between you and any Partner Provider. We are not responsible for anything you do, or fail to do, before that point.

Consumer Protection Notice

These Terms apply to both Business Customers and Individual Customers. If you are an Individual Customer, nothing in these Terms takes away or limits any right or remedy you have under Ontario's Consumer Protection Act, 2002, or any other Canadian consumer protection law that cannot be waived by agreement. If any part of these Terms conflicts with such a right, your statutory right applies.

We will not knowingly make a false, misleading, or deceptive statement about the Website or the services described on it.

The Website is a platform where you can find information about various products and services. Some of these are financial services that we offer together with other financial institutions. Others come from Partner Providers.

We show Partner Provider services on the Website only for convenience, as a technical interface. This includes any related interface, dashboard, links, or integrated features. Showing these services does not mean we provide them, our role is limited to a technical and informational one.

We and each Partner Provider run our own services separately. Neither of us is responsible for the other: we are not liable for anything a Partner Provider does or fails to do, and a Partner Provider is not liable for anything we do or fail to do.

Any agreement for virtual asset services is directly between you and the relevant Partner Provider. We are not a party to those agreements, and we do not hold, process, execute, arrange, or facilitate any virtual asset transactions. We do not provide investment, trading, or dealing services in virtual assets, and we are not a marketplace, dealer, adviser, or broker under the Ontario Securities Act (R.S.O. 1990, c. S.5) or any similar provincial law.

Partner Providers carry out their virtual asset activities under their own regulatory obligations, in whichever jurisdiction they operate. They are solely responsible for complying with the securities laws that apply to those activities there, including any registration or dealer requirements, including if a virtual asset offered through a Partner Provider turns out to be a security or derivative.

The Website, or specific services on it, may not be available at all times or in every location. Nothing on the Website is an offer or invitation to buy or sell services or products to anyone where that would be against the law.

Nothing on the Website is financial, investment, legal, tax, or other professional advice. You should speak with a qualified professional adviser before making financial or investment decisions. We do not act as an investment adviser, portfolio manager, or broker in any capacity.

Your access to the Website cannot be transferred. You must not share your login details or let anyone else access the Website using your account. You are responsible for everything that happens under your account. If you learn of any unauthorised use, contact us right away at [email protected].

You are responsible for having the right equipment, software, and internet connection to access the Website, and for any costs of using it, including equipment, software, or repairs.

By using the Website, you confirm that:

• if you are a Business Customer, you are a corporation, partnership, or other legal entity that is validly formed and existing under the laws of your home jurisdiction, and the individual accepting these Terms on your behalf has the authority to do so and to bind you;
• if you are an Individual Customer, you are at least 18 years old and have the legal capacity to enter into these Terms;
• everything you tell us is true, accurate, current, and complete;
• you will not pretend to be someone else, or misrepresent who you are, your authority, or your connection to any organisation;
• you are not located in, and are not acting for anyone in, a prohibited jurisdiction (see the full list on the Website's Prohibited Jurisdictions page, available at www.wolfo.io/prohibited-jurisdictions);
• you are not on any Canadian or other government list of prohibited or restricted parties. This includes but not limited:
  • 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
  • where relevant, the U.S. Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List;
  • sanctions lists administered by the Council of the European Union;
  • sanctions lists administered by the United Kingdom under the Sanctions and Anti-Money Laundering Act 2018, including His Majesty's Treasury's consolidated list; or
  • any other sanctions, prohibited-party, or restricted-party list issued by a government or international body with authority over Foxo or a Partner Provider;
• you will not use the Website for the benefit of anyone subject to government sanctions, or to get around any sanctions rules;
• using the Website is allowed under the laws of your own jurisdiction, it is your responsibility to check this;
• you also confirm that you are not a citizen or tax resident of the United States; we do not serve U.S. citizens or U.S. tax residents.

You agree to promptly update any information you give us if it changes. We are not liable for any loss that comes from you giving us information that is not accurate or current.

If we find that you do not meet these requirements, we may restrict or end your access right away, without notice.

Prohibited Use

Along with the other rules in these Terms, you may only use the Website for the Permitted Use. You must not use the Website, and must not let anyone else use it, in a way that breaks anyone else's contractual, intellectual property, or other rights.

Sanctions and Compliance

These rules apply the whole time you have access to the Website, not just when you register.

You must not use the Website, directly or indirectly, in a way that breaks sanctions laws. This includes sanctions laws under:

• Canada's Special Economic Measures Act;
• the Justice for Victims of Corrupt Foreign Officials Act;
• the United Nations Act (R.S.C., 1985, c. U-2); and
• where they apply to you, the sanctions programs run by the U.S. Office of Foreign Assets Control (OFAC).
• sanctions regimes administered by the Council of the European Union; and
• sanctions regimes administered by the United Kingdom under the Sanctions and Anti-Money Laundering Act 2018.

You must not use the Website to deal with, or benefit, any person, entity, or place under sanctions. You must not use the Website to evade, avoid, or get around any sanctions rules.

Breaking this section is a serious breach of these Terms. We can end your access right away, without notice and without owing you anything. You must cover us for any loss, cost, or liability we face because of the breach.

We can block access to the Website without notice if we reasonably suspect a sanctions violation.

Account Access and Suspension

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

We do not promise that the Website will always be available or work without interruption. At our discretion, and without notice, we may suspend, withdraw, discontinue, or restrict access to all or part of the Website, including specific sections, pages, or features. We may do this for any reason, including maintenance, security incidents, regulatory requirements, or business decisions, except where the law requires us to give notice or meet other obligations first. We are not liable to you for any such suspension, withdrawal, restriction, or discontinuation.

We may also suspend or end your access at any time if we believe either of the following:

• you have broken these Terms, or another agreement for using the Website or its services; or
• continuing to give you access could create risk or legal exposure for us or a Partner Provider or any other third-party service providers we work with.

We may also suspend access if:

• your account has been inactive for more than twelve (12) months; or
• it is necessary to protect the security or operation of the Website.

We will only suspend your access for as long as we think is necessary to fix or prevent the issue that caused it. All suspensions or endings of access are at our discretion, and we are not liable to you or anyone else because of them. Any suspension or ending of access is in addition to any other rights or remedies we have.

You may ask us to close your account by contacting us. Once your account is closed, you lose access to the services on the platform.

In line with our Privacy Policy, we may keep your account information for record-keeping, fraud prevention, and legal and compliance reasons, including after your account is closed.

We are not liable for any loss that comes from you failing to keep your login details secure, or from someone else using your account without permission.

We follow accepted industry practices to keep data secure when it is sent, but we cannot guarantee that data sent over the internet is completely secure. By using the Website, you agree that we are not liable for any loss that comes from sending information to us electronically.

Intellectual Property and Permitted Use

We own, or have a licence to use, all the 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.

You may print or download pages from the Website for the Permitted Use, that is, to evaluate, apply for, or use the services on the Website, but not to resell or share with anyone else. You may also share links to our content within your own organisation.

You must not:

• change or adapt anything downloaded from the Website;
• use images, audio, or video on their own, separate from the text they come with;
• use our content for commercial purposes beyond the Permitted Use, without our written permission;
• access or copy our source code, algorithms, or technical processes;
• 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 its content;
• copy, reproduce, modify, translate, distribute, transmit, or share any part of the Website or its content, except as allowed under the Permitted Use;
• remove any watermark, label, or ownership notice from content on the Website; or
• create new works based on the Website or its content, or try to decompile, disassemble, or reverse engineer any part of it.

If you break these rules, your right to use the Website ends right away. On written request, we will give you your own records stored on the Website that the law requires us to keep. You must return or destroy any copies you made, except where the law requires you to keep them. You must stop using the Website immediately if we ask you to.

Subject to these Terms, we give you a licence to use the Website for the Permitted Use. This licence:

• is limited to the Permitted Use;
• can be taken back by us at any time (it is revocable);
• is not exclusive to you (it is non-exclusive); and
• cannot be passed on, shared, or granted to anyone else (it is non-sublicensable and non-transferable).

No Scraping or Data Mining

You must not carry out, help with, or allow 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 studies our content to find patterns, trends, correlations, or other information.

You must not try to get around, disable, or defeat any security feature or technical measure that protects the Website. You must not fake headers or otherwise disguise where material sent to or through the Website comes from.

You must not ignore any robot exclusion instructions on the Website, or bypass any measure used to limit access to it.

This rule applies to the fullest extent Canadian law allows.

Keeping the Website Safe

The Website may not always be free of bugs or viruses. We recommend you use your own security software.

You must not knowingly introduce viruses, trojans, worms, logic bombs, or other harmful material to the Website. You must not try to access the Website, the server it is stored on, or any connected server, computer, or database without permission. You must not carry out a denial-of-service attack against the Website.

Doing any of this may be a criminal offence under Canada's Criminal Code (R.S.C., 1985, c. C-46). We will report any breach to law enforcement and cooperate fully, including by sharing your details. If you break this section, your access ends right away, and we may:

• take legal action against you to recover our costs;
• take any other legal action; and/or
• take any other action we think is appropriate.

We are not liable for anything we do in response to a breach of this section.

Linking to the Website

You may link to the Website's homepage, as long as the link is fair and accurate, and does not suggest we are associated with or endorse you when we do not.

You must not:

• frame the Website inside another website;
• link to the Website in a way that suggests endorsement or affiliation that does not exist, or in a way that gets around these Terms; or
• link to the Website from a site with 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 is not financial, investment, legal, tax, or 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 do not have to keep any content up to date. We can change any information, material, or content on the Website at any time, without notice or liability.

We try to keep our content accurate and current, but we do not promise that it is accurate, complete, or up to date.

Where the Website links to or mentions third-party websites, platforms, or service providers, those links are for information only. They do not mean we endorse, approve, or recommend them. We do not control, and are not responsible for, the content, privacy practices, security, or availability of third-party sites. We are not liable for any loss that comes from you using or relying on third-party content or services.

Market data and exchange rates on the Website come from third-party data providers, and are not a binding quote, offer, or invitation to trade. Service packages on the Website are shown for illustration only, and may change at any time without notice. The actual rates, fees, and terms are set at the time of any transaction, under your separate client agreement, and may be different from what is shown on the Website.

Notifications and Alerts

We may send you automatic notifications about your account or activity on the Website — for example, changes to registration information, or security alerts. We may add new types of notifications, or stop sending existing ones, at any time, at our discretion. These notifications count as electronic communications under the Electronic Communications section below.

We will try to deliver notifications on time and accurately, but we do not promise this. We are not liable for any delay, failure to deliver, or error in a notification, or for anything you do or do not do based on one.

Electronic Communications

By using the Website and giving us an email address or other electronic contact details, you agree to receive communications from us electronically about your account and your use of the Website.

You agree that any agreement, notice, disclosure, or other communication we give electronically satisfies any legal requirement for it to be in writing. This applies to the extent allowed under Ontario's Electronic Commerce Act, 2000 (S.O. 2000, c. 17), and other applicable federal and provincial law.

Contact Us

You can reach us at: [email protected]

When writing to us, it helps to include:

• a short description of the question or issue; and
• your name, email address, and phone number or mailing address, if relevant.

We aim to respond within 30 days.

Filling in a contact form or sending an enquiry does not create a contract or any obligation on our part. Our reply is for information only. A service relationship only begins once you have completed our full onboarding process.

Complaints

If you are unhappy with the Website, or have a complaint about anything covered by these Terms, please contact us at [email protected] with the subject line "Complaint." Please describe the issue clearly, and include any relevant details. We take every complaint seriously, and will confirm we received it within 5 business days. We aim to resolve complaints within 30 days.

If you are an Individual Customer and are still not satisfied after contacting us, you may also contact Consumer Protection Ontario, or another applicable provincial or territorial consumer protection authority.

Complaints about a service must be sent to the relevant service provider, under your client agreement with them.

Commercial Electronic Messages

Agreeing to these Terms does not mean you consent to receive commercial electronic messages. We will only send commercial electronic messages if you give separate, clear consent, as required under Canada’s Anti-Spam Legislation (S.C. 2010, c. 23) ("CASL").

Every commercial electronic message will:

• identify the sender (and, if different, who it is sent on behalf of);
• give contact information; and
• include a working unsubscribe link,

as required by section 6(2)(c) of CASL. The contact information and unsubscribe link will stay valid for at least sixty (60) days after the message is sent, as required under sections 6(3) and 11(2) of CASL. You can also opt out at any time by emailing [email protected]. We will act on opt-out requests promptly, and always within 10 business days.

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

Limitation of Liability

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

We do not exclude liability for death or personal injury caused by our negligence or fraud. More generally, we only exclude liability to the extent Canadian law allows us to.

If you are an Individual Customer, this section does not affect any warranty, right, or remedy that the Consumer Protection Act, 2002, or other applicable Canadian consumer protection law, does not allow us to limit, exclude, or waive. This includes the deemed warranty that services are of a reasonably acceptable quality. Those statutory protections continue to apply in full.

Otherwise, to the fullest extent the law allows, we are not liable for any loss or damage that comes from:

• using, or not being able to use, the Website; or
• relying on anything shown 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. This applies if your device is infected because you used the Website, or downloaded content from it or a linked site.

To the fullest extent the law allows, this section sets a cap on our total liability. The cap applies to Foxo and its officers, directors, employees, and agents together. It applies only to claims arising from these Terms — it does not apply to claims arising from a separate client agreement.

Our total combined liability under these Terms will not be more than the greater of:

• CAD 1,000; or
• the total fees, if any, you paid to Foxo in the six (6) months immediately before the event that led to the claim.

As throughout this section, we only exclude liability to the extent Canadian law allows us to.

Indemnification

This is called an indemnity: you agree to defend Foxo and its officers, directors, employees, and agents. You also agree to pay for, and protect them against, any claim, loss, damage, cost, or expense (including reasonable legal fees). This applies to any claim that comes from or relates to:

(a) your use of the Website in a way that breaks these Terms;

(b) your breach of any law, or the rights of anyone else;

(c) any information you give us through the Website that is false, inaccurate, or misleading; or

(d) your breach of any promise or statement set out in these Terms.

This indemnity does not cover our own negligence, wilful misconduct, or fraud. It also does not cover any loss that Canadian consumer protection law makes us responsible for, regardless of this indemnity.

You must tell Foxo promptly, in writing, as soon as you become aware of any claim this indemnity may apply to. Foxo can choose, at its own expense, to take over or take part in defending any such claim. You must not settle any claim without our prior written consent.

Force Majeure

We are not liable for any failure or delay in doing what these Terms require, if that failure or delay is caused by something beyond our reasonable control (a "force majeure event"). Force majeure events include:

• acts of God, natural disasters, power outages, or internet disruptions;
• epidemics or pandemics;
• war, terrorism, strikes, or embargoes;
• government or regulatory action; or
• a failure by a third-party service provider.

If you are a Business Customer, these Terms are governed by, and will be read according to, the laws of the Province of Ontario and the federal laws of Canada that apply there.

Any dispute about these Terms or the Website will go only to the courts of the Province of Ontario. You agree to this, and cannot later ask for the case to be heard in a different court. In legal terms, you irrevocably submit to that jurisdiction.

If you are an Individual Customer and reside in Canada, these Terms are governed by the laws of the province or territory where you reside, and by the federal laws of Canada that apply there. These Terms will be read according to those laws.

If you are an Individual Customer and do not reside in Canada, this section does not deprive you of the protection of any mandatory consumer-protection law of your country of habitual residence that cannot be excluded by agreement.

Any dispute arising out of or in connection with these Terms or the Website will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, except to the extent that applicable law requires otherwise. This does not prevent you from bringing a claim in Small Claims Court or from using any other court process or remedy available to you under applicable law.

The Consumer Protection Act, 2002, and other applicable consumer protection laws, give you certain rights that cannot be limited, waived, or reduced by agreement. These Terms do not limit, waive, or reduce those rights. If any part of these Terms conflicts with one of those rights, the right applies instead.

If you have a dispute about these Terms or the Website, we encourage you to contact us first. We will make a reasonable effort to resolve the issue before any formal process starts.

If a court finds any part of these Terms invalid, unlawful, or unenforceable, that part is removed from the rest of these Terms, and the rest continues to apply in full.

If we do not enforce a part of these Terms, that does not mean we give up our right to enforce it later.

These Terms, together with our Privacy Policy, are the entire agreement between us and you about using the Website. They replace any earlier discussion, statement, or agreement on the same topic, whether spoken or written.

We may update these Terms from time to time. When we do, we will post the new version on this page with an updated date. For material changes, we will make a reasonable effort to tell you — for example, by posting a notice on the Website, or emailing registered users. If you keep using the Website after a change takes effect, you agree to the updated Terms. If you do not agree, you must stop using the Website.

You may not transfer or assign your rights or obligations under these Terms without our written consent.

We may transfer or assign our rights and obligations under these Terms without your consent. We may do this 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 continue to apply after your access to the Website ends or expires: Section 1 (Terms of Use), Section 4 (Intellectual Property and Permitted Use), Section 5 (Website Content and Communications, where relevant), 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 see our Privacy Policy, available at www.wolfo.io/privacy-policy.