Terms of Service.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE PLATFORM, PRODUCTS, AND SERVICES PROVIDED BY EXACT CASH INC., INCLUDING BUT NOT LIMITED TO THE HOSTING OF AN ATM OR OTHER EQUIPMENT AT YOUR LOCATION, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE (THE “TERMS”). THESE TERMS, TOGETHER WITH OUR PRIVACY POLICY, DATA PROCESSING AGREEMENT, KYC AND AML COMPLIANCE AGREEMENT, AFFILIATE AGREEMENT, AND ANY OTHER AGREEMENTS REFERENCED OR INCORPORATED HEREIN, COLLECTIVELY FORM A BINDING LEGAL AGREEMENT BETWEEN YOU (OR THE BUSINESS ENTITY YOU REPRESENT) AND EXACT CASH INC., INCLUDING ITS OFFICERS, DIRECTORS, SUCCESSORS, AND ASSIGNS (HEREINAFTER REFERRED TO AS “EXACT CASH INC.,” “WE,” “US,” OR “OUR”). IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT CREATE AN ACCOUNT, PLACE AN ORDER, SUBMIT PAYMENT, COMPLETE ANY TRANSACTION, OR OTHERWISE USE OUR PLATFORM, PRODUCTS, OR SERVICES. YOUR CONTINUED USE OF THE PLATFORM, PRODUCTS, AND SERVICES—INCLUDING BUT NOT LIMITED TO CREATING AN ACCOUNT, PLACING AN ORDER, SUBMITTING PAYMENT, COMPLETING A TRANSACTION, OR ENTERING INTO ANY SERVICE ARRANGEMENT SUCH AS A PLACEMENT, LEASE, OR PURCHASE AGREEMENT, OR MAINTENANCE, CASH MANAGEMENT, OR TELECOMMUNICATIONS—CONSTITUTES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO THESE TERMS. ADDITIONALLY, IF WE RETAIN OWNERSHIP OF ANY MACHINE OR EQUIPMENT INSTALLED OR HOSTED AT YOUR PREMISES, INCLUDING IF YOU ARE LEASING THE EQUIPMENT, AND YOU HAVE NOT RETURNED THE EQUIPMENT IN GOOD WORKING ORDER WITHIN TWENTY-FOUR (24) HOURS OF RECEIVING NOTICE OF AN UPDATE TO THESE TERMS, YOUR CONTINUED POSSESSION OR USE OF THE MACHINE OR EQUIPMENT SHALL CONSTITUTE YOUR EXPRESS ACCEPTANCE OF AND AGREEMENT TO THESE TERMS. THE FACT THAT EQUIPMENT MAY BE BOLTED TO THE GROUND DOES NOT EXCUSE NON-RETURN. IN SUCH A CASE, YOU WILL HAVE TWENTY-FOUR (24) HOURS TO REQUEST UNBOLTING INSTRUCTIONS, AND AN ADDITIONAL TWENTY-FOUR (24) HOURS FROM THE TIME THOSE INSTRUCTIONS ARE PROVIDED TO RETURN THE EQUIPMENT. FAILURE TO RETURN THE EQUIPMENT WITHIN THIS ALLOTTED TIME PERIOD WILL CONSTITUTE YOUR EXPRESS AND BINDING AGREEMENT TO THESE TERMS IN FULL.

Exact Cash Inc. reserves the right to modify these Terms at any time.

Such modifications become effective immediately upon posting. Your ongoing use of the Platform, Products and Services after the publication of any amended Terms signifies your acceptance and agreement to the changes.

Upon notification of any update to these Terms, you are required to:
(a) Conduct a good faith review of your past and current conduct in connection with Exact Cash Inc.; and
(b) Ensure that such conduct has been and remains in compliance with the revised Terms.

If any conduct, whether intentional or unintentional, is discovered to be in breach of the current or previously applicable Terms, you are required to:

(a) Notify us in writing without undue delay;

(b) Provide a complete and accurate disclosure of all instances of non-compliance; and

(c) Cooperate fully with us to remedy and rectify any breach, including ceasing harmful behavior and taking corrective action as reasonably required.

It is advisable to seek legal counsel to verify that your use of the Platform, Products and Services aligns with these Terms and all relevant laws.

Who We Are

Exact Cash Inc. is an ATM equipment and technology company specializing in ATM sales, maintenance and management, in addition to technology development with the aim of solving industry related challenges and providing better solutions for our customers. We aspire to solve industry related challenges through technology, including KYC (Know Your Customer) verification, real-time dynamic reporting, AI-powered error detection and resolution, automated customer acquisition, and business tools that help our clients attract and retain customers. We sell, lease, and rent ATM machines, wireless communications equipment, parts, and accessories, providing comprehensive general wear and tear maintenance, repair, exchange, and management services to ensure maximum uptime and operational efficiency.

Who We Are Not

Exact Cash Inc. is not a bank, acquirer, loan company, currency exchange, cryptocurrency company, money transfer service, title company, real estate brokerage, or Money Services Business (MSB).

1. Use of the Platform, Products, and Services.

1.1. Age Restrictions. To engage with the Platform, Products, and Services, you must be at least 18 years of age. By agreeing to these Terms, establishing an account, or utilizing the Platform, Products, and Services, you affirm that you meet this age requirement. Creating a customer account is prohibited unless you are 18 or older.

1.2. Account Ownership for the Platform, Products, and Services. Accessing the Platform, Products, and Services requires you to provide accurate, up-to-date, and complete registration information. These resources are designed for professional or business purposes. You, as the individual agreeing to these Terms, will be recognized as the account holder, unless you are representing a business entity. In such cases, the account is owned by the business itself. By agreeing to these Terms on behalf of a business, you declare and assure that you possess the necessary authority to commit the business to these Terms and provide a personal guarantee in the event of default.

1.3. Permissible Use. Both you and your clients are authorized to engage with the Platform, Products, and Services solely for legitimate objectives, aligning with these Terms. You commit that neither you nor your clients will exploit the Platform, Products, and Services in any manner that infringes upon any applicable law, regulation, or results in Prohibited Uses. Furthermore, you assert and guarantee that:

(i) You and your clients will sustain all required licenses, permissions, authorizations, consents, and permits to fulfill your obligations under these Terms;

(ii) You bear full accountability for your conduct and the actions of your employees, agents, and clients in relation to the use of the Platform, Products, and Services;

(iii) You accept full responsibility for your clients' engagement with the Platform, Products, and Services;

(iv) Neither you, your employees, agents, nor your clients will falsely represent the Platform, Products, or Services;

(v) You will disseminate these Terms to your employees, agents, and clients, ensuring they comprehend their adherence to these Terms upon utilizing or providing access to the Platform, Products, and Services;

(vi) You possess or have the rights to all content you contribute to Exact Cash Inc., including any code used for custom web and app development projects unrelated to our ATM Products and Services;

(vii) You are solely liable for your utilization of the Platform, Products, and Services, encompassing the quality and integrity of any data or other material, including information, you make available to us via the Platform, Products, and Services; and

(viii) You, your employees, and your clients agree to provide reasonable cooperation regarding information requests from law enforcement, transaction processors, regulatory bodies, or telecommunications providers. We, at our discretion, will forward any relevant requests from the aforementioned parties to you, when they pertain to your utilization of The Platform, Products, and Services, and reserve the right to suspend or terminate your account and relationship with Exact Cash Inc., and access to the Platform, Products and Services.

1.4. Privacy Commitment. Engaging with the Platform, Products, and Services and submitting information through them signifies your agreement to Exact Cash Inc.'s handling and revealing of such information, adhering to the Privacy Policy hereby incorporated by reference. You acknowledge that Exact Cash Inc. bears no responsibility or liability for the removal or the inability to store any information or content uploaded or transmitted via the Platform, Products, and Services. Upon granting your customers access to the Platform, Products, and Services, it's mandatory for you to apply and uphold a Privacy Policy of your own, ensuring a level of protection that meets or exceeds the one Exact Cash Inc. offers to you. It is essential to secure an explicit consent from your customers, confirming their agreement to abide by your privacy policy. You assert and guarantee that you have adequately informed and will continue to inform your customers, as well as obtained and will continue to obtain the requisite consents and permissions to share your customers’ data with us, facilitating its use and disclosure consistent with these Terms and our Privacy Policy.

1.5. Security of Access Credentials. You bear sole responsibility for safeguarding the confidentiality of your access credentials including web and portal credentials, ATM master and admin passwords, and ATM vault passwords. All activities conducted through the Platform, Products, and Services with your access credentials are your responsibility, irrespective of your authorization of such activities. You are obliged to promptly inform Exact Cash Inc. upon becoming aware of any unauthorized access or use of your account or access credentials, or any other security breach. Exact Cash Inc. retains the authority to deactivate your access credentials, or ATM, at its sole discretion, at any time, for any or no reason, particularly if there's a belief that you have breached any terms of this agreement. You must take necessary actions to prevent unauthorized access to your account. You are solely responsible for protecting your access credentials. In instances where these credentials are associated with hardware, such as master passwords or ATM vault passwords, and you find yourself unable to recall, misplace, or fail to authenticate using these credentials necessitating a reset, you will bear all related expenses. This encompasses costs for reprogramming ATMs and their components. Specifically, for ATM vault passwords, resetting may necessitate lock replacement, potential locksmith services for drilling, and vault door repair or replacement. Exact Cash Inc. does not retain a copy of your vault passwords and is unable to reset the lock without undertaking a complete lock and possible door replacement,  for which you will incur significant repair costs that are not covered under our wear and tear maintenance coverage.

1.6. Responsibility for Use of Communication Features. The Platform, Products, and Services may include communication functionalities, such as SMS, MMS, email, voice calls, and other communication methods. These features are primarily in reference to those accessed through iQ Platform, and may also include automated notifications served by third party services and proprietary technology, such as low cash email alerts for certain ATM users. By using these communication features, you assume full responsibility for all communications transmitted via the Platform, Products, and Services. This includes ensuring compliance with all applicable Canadian laws and regulations, including but not limited to Canada’s Anti-Spam Legislation (CASL), the Canadian Radio-television and Telecommunications Commission (CRTC) Unsolicited Telecommunications Rules, and any other federal or provincial privacy and telecommunications statutes. You acknowledge and agree that you are solely responsible for obtaining any necessary consents from recipients, managing unsubscribe mechanisms, and ensuring the lawful and appropriate use of communication tools provided by the Platform. Exact Cash Inc. does not monitor, review, or manage the content, timing, or delivery of any communications. Exact Cash Inc. provides only the technological infrastructure and tools for communication, and is not considered the sender, initiator, or manager of any messages, calls, or alerts. All communication activities—whether via SMS, MMS, email, or voice—are created, initiated, and dispatched by you and/or your customers, either directly or through automated features configured by you within the Platform, or other third party service. You are responsible for managing the content, scheduling, compliance, opt-in/opt-out protocols, fraud prevention, and any call blocking or filtering services.

1.7. Third-Party Service Interactions. The Platform, along with its Products and Services, may engage with or provide access to third-party service providers. Exact Cash Inc. is not liable for the performance or availability of any such third-party services. This encompasses a range of services including, but not limited to, ATM connectivity via telecommunication providers like Rogers or Bell, transaction processing through entities such as TNS Smart Network or similar, email hosting via iQ platform providers, business communication solutions from Twilio, as well as payment processing and verification through Stripe, Wave, GoCardless, among others. In the event you decide to suspend or fully delete your account, be aware that certain functionalities or services (for example, iQ Platform business phone forwarding or email services) may not be retrievable upon reactivation of your account. Should your account remain suspended, in whole or in part, for a period exceeding thirty (30) days, and if Exact Cash Inc. continues to bear costs on your behalf for third-party services (like preserving a particular phone number), Exact Cash Inc. reserves the right to relinquish such services or partially/fully terminate your account, without any liability. Exact Cash Inc. expressly disclaims any responsibility for interruptions or the non-availability of third-party services.

1.8. Third-Party Content. The Platform, Products, and Services may contain content from third parties. Engaging with or relying on such third-party content is solely at your discretion and risk. Opinions and statements made within third-party content are those of the third parties and do not necessarily represent the views of Exact Cash Inc. Exact Cash Inc. does not endorse, guarantee, or assume responsibility for third-party content and disclaims any liability related to it. You are accountable for ensuring that your interactions or dealings with third-party content adhere to these Terms and all relevant laws.

1.9. Personalization. The iQ Platform may enable you to design bespoke, personalized websites and funnels featuring your distinct branding elements, such as your name, logo, trademark, and chosen color schemes. You bear full responsibility for addressing any copyright, trademark, or other intellectual property issues associated with the customized presentation for you and your customers on the Platform, Products, and Services. It's essential to recognize that your ability to personalize might be constrained to ensure the Platform, Products, and Services do not appear as if they were independently developed by you. For instance, customization options for ATMs such as adding text to the main screen and receipt paper header and footer on ATM equipment to display the location name, maintenance contact numbers, and special offers are permitted. However, full rebranding of the interface is exclusively available to large institutional banks that engage in transaction acquiring and employ our services for location management. These customizations are achievable without altering or tampering with the original ATM software code base and represent standard features of most ATMs. Exact Cash strictly prohibits any editing, attempts to edit, or modifications to the existing ATM software and code base. Exact Cash Inc. reserves the right to withdraw any of your customizations at any time, without providing prior notice and without incurring any liability to you to maintain the integrity of our network.

1.10. Excessive Use Restrictions. Our Platform, Products, and Services are structured around a tiered-pricing system, tailored to support varying degrees of data and transaction processing demands while maintaining optimal performance. Exact Cash Inc. disclaims any liability for performance issues arising from your excessive use of data as it pertains to our software solutions. Should we, at our sole discretion, deem your use of data to exceed reasonable, expected levels in a manner that is excessive, detrimental, or disrupts the functionality of our offerings, we reserve the right to:

(1) mandate an upgrade to a higher service tier that better matches your usage patterns, particularly if your current activity surpasses the designed threshold of your subscribed tier or if the operational expenses to accommodate your usage exceed your subscription fees;

(2) suspend or terminate your access to our offerings; and/or

(3) implement restrictions on your data processing capabilities.

WE TYPICALLY DO NOT IMPOSE LIMITS ON ATM TRANSACTION VOLUME. YOU CAN PROCESS AS MANY ATM TRANSACTIONS AS YOUR BUSINESS NEEDS REQUIRE, SO LONG AS YOU HAVE SUBMITTED THE REQUIRED KYC DOCUMENTS, HAVE BEEN APPROVED, AND REMAIN IN GOOD STANDING.

1.11. Platform, Products, and Services Updates. Exact Cash Inc. retains the unrestricted right to implement updates or modifications to the Platform, Products, and Services at any time, which may alter its current operations in order to improve our offering or comply with regulations. Your continued use of or subscription to our offerings is not dependent on Exact Cash Inc. committing to deliver or release specific features or functionalities, nor the continuation of any particular Service or third-party services.

1.12. International Usage. Access to and use of our Platform, Products, and Services are expressly prohibited for individuals or entities located in embargoed territories or for those subject to sanctions. Exact Cash Inc. makes no representation that the content and functionalities of our offerings are appropriate or accessible for use outside of Canada and the United States. If you opt to engage with our offerings from locations beyond Canada, you do so on your own initiative and are responsible for adherence to local regulations, including those pertaining to online product purchases and taxation. Currently, our ATM products and services are exclusively available to customers within Canada, excluding businesses based in Quebec.

1.13. You Are Not Exact Cash Inc. You must not represent yourself as an employee or official representative of Exact Cash Inc. in any capacity while reselling or distributing access to the Platform, Products, or Services. Furthermore, directing your customers to contact Exact Cash Inc. directly for questions or support related to the Platform, Products, or Services is strictly prohibited, unless there is a separate service or maintenance agreement in place that explicitly permits such re-routing of your customers.

1.14. Account Suspension and Termination Rights. Exact Cash Inc. reserves the right, at its sole discretion, to suspend or terminate your ability to resell, distribute, or access the Platform, Products, or Services. This action may be taken with or without prior notice, should you breach these Terms, fall into regulatory non-compliance, or for any other reason deemed sufficient by Exact Cash Inc.

2. Restricted Activities.

 Engaging in any of the activities listed below is strictly prohibited on the Platform, Products, and Services. Participation in such actions constitutes a significant breach of this Agreement, warranting immediate suspension or termination of your access by Exact Cash Inc. without prior notice:

● Utilizing the Platform, Products, and Services in any way that violates applicable laws or regulations.

● Using the Platform, Products, and Services to exploit, harm, or attempt to exploit or harm individuals in any way.

● Sending, receiving, uploading, downloading, using, or reusing content that does not adhere to these Terms through the Platform, Products, and Services.

● Transmitting, or facilitating the transmission of, illegal advertising or promotional materials, including "junk mail," "chain letter," "spam,", “misleading ATM branding or personalizations” or any similar solicitations through the Platform, Products, and Services.

● Impersonating Exact Cash Inc., an employee of Exact Cash Inc., another user, or any other person or entity (including using their email addresses) through the Platform, Products, and Services.

● Engaging in behavior that restricts or inhibits anyone's use or enjoyment of the Platform, Products, and Services, or that, as determined by Exact Cash Inc., may harm users or expose them or Exact Cash Inc. to liability.

● Using the Platform, Products, and Services in a manner that could impair, overload, damage, or hinder their operation or interfere with any other party’s use, including their ability to engage in real-time activities and disconnecting ATMs from power or internet, preventing or blocking access to ATM machines.

● Employing robots, spiders, or other automatic devices, processes, or means for any purpose, especially for monitoring or copying material from the Platform, Products, and Services without Exact Cash Inc.'s prior written consent.

● Utilizing manual processes to monitor or copy any content from the Platform, Products, and Services or for any other unauthorized purpose without the prior written consent of Exact Cash Inc.

● Introducing viruses, Trojan horses, worms, logic bombs, jackpotting software or other malicious or technologically harmful material to the Platform, Products, and Services.

● Attempting to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, Products, and Services, the server on which they are stored, or any server, computer, or database connected to them.

● Attempting to edit or alter the code base of the core ATM software provided by the ATM manufacturers and required for safe and secure transactions.

● Attacking the Platform, Products, and Services via a denial-of-service attack or a distributed denial-of-service attack.

● Any other attempts to interfere with the proper working of the Platform, Products, and Services.

● Making any written or oral statements that negatively affect the company's reputation, The Platform, Products and Services, management, or employees. This includes, but is not limited to, posts on social media platforms, online reviews, and comments to third parties. You acknowledge that any breach of this clause may result in legal action by us for damages.

IN ADDITION TO THE ABOVE:

Exact Cash Inc. does not engage with, accept applications from, or maintain relationships with any business or individual associated with the following

services or activities, regardless of jurisdiction, licensing, or regulatory status.

Restricted Business Activities as it pertains to our ATM Products and Services:

●  Businesses whose core offering is Cheque Cashing or Payday Loan Services, such as Money Mart or similar financial service providers.

●  Foreign Currency Exchange services

●  Businesses providing Cryptocurrency Exchange Services, whether online or in-person, including platforms, brokerages, or peer-to-peer exchanges This does not include convenience stores or similar establishments hosting a licensed cryptocurrency ATM operated by a third party, where such service is not the business's core offering

●  Businesses whose core offering is Money Transfer Services that are not directly associated with ATM operations or do not play an integral role in the ATM industry

This does not include businesses like convenience or grocery stores offering Western Union or similar services through a reputable and licensed third-party provider

●  Any Money Services Business (MSB) that does not serve an integral function with in the ATM industry

●  Businesses seeking to purchase and/or lease ATMs for deployment in the province of Quebec

●  Businesses requesting free and/or paid ATM placement for a business location in Quebec

●  Medicinal or psychedelic mushroom dispensaries, or any business promoting, selling, or distributing psilocybin-containing or psychoactive substances

●  Any business that attempts to circumvent identity verification, including falsified documents, nominee directors, or misrepresentation of ownership/control.

●  Any business that submits invalid, incorrect, or incomplete documentation, or banking information with the intent to bypass verification protocols, obscure the origin, destination, or receiver of funds, or transfer money to accounts that are NOT lawfully or contractually entitled to receive such funds.

●  Any business that, in the sole discretion of Exact Cash Inc., has contacted the company with the intent to cause harm to its operations, reputation, customers, or representatives, or whose presence presents a risk to safety, security, or public trust

●  Any business that, in the sole discretion of Exact Cash Inc., has attempted to access confidential or proprietary information with the intent to share it with a competing vendor, third party, or industry peer

2.1 Prohibited Activities Declaration & Non-Solicitation Commitment

You hereby acknowledge and agree that Exact Cash Inc., including its directors, officers, representatives, and affiliates, is not now, and shall never be, interested in forming any business relationship with individuals or entities engaged in the “Restricted Business Activities”outlined above or any service, model, or opportunity of a similar or related nature.

You further agree that you shall not, under any circumstances, attempt to:

● Promote

● Solicit

● Entice

● Introduce

● Encourage

● Recommend

● Market

any such services or opportunities to Exact Cash Inc., its directors, officers, representatives, or affiliates.

Any such attempt shall be deemed a material breach of this agreement and will result in immediate suspension or termination of any relationship with Exact Cash Inc., without notice. This acknowledgment is binding and enforceable and applies both at the corporate and personal level, and shall survive the termination of any agreement with Exact Cash Inc.

2.2 Director-Level Declaration of Disinterest

The directors of Exact Cash Inc., hereby make a personal and perpetual declaration that they are not now, and shall never be, under any circumstances, interested in engaging with, entertaining, or considering any opportunity, business proposal, or venture with Exact Cash Inc. or its clients, involving the restricted activities listed above, while directors of the company. This statement is made by each director in both their personal and representative capacities and exists to prevent any misunderstanding or misrepresentation of Exact Cash Inc.’s stance.

This declaration holds true at all times.

2.3 Final and Irrevocable Statement of Non-Interest

This document shall serve as the final, irrevocable, and overriding declaration of Exact Cash Inc.'s position. Neither the company nor any of its directors, officers, or affiliates—whether acting in a business or personal capacity—has any interest, now or in the future, in engaging with, exploring, or entertaining any opportunity related to the restricted activities listed herein and Exact Cash Inc. and directors in both business and personal capacity expressly disclaims interest in any other business opportunity, arrangement, or proposal of any kind, except for the existing business arrangement as described herein or in a separate agreement, and only for as long as the client remains in full compliance.

This declaration overrides all prior and future communications—whether written, verbal, direct, indirect, or implied—and shall be relied upon as Exact Cash Inc. 's and its directors unchangeable and definitive stance.

THIS IS THE FINAL AND ABSOLUTE ANSWER.

This overriding declaration holds true at all times.

3. Payment Conditions

3.1. Fee Structure. Your ability to access and use the services provided by Exact Cash Inc. depends on the prompt payment of all relevant fees ("Fees"), which are subject to adjustment. Please note that Fees are exclusive of additional communication charges ("Communication Surcharges"), separately detailed and billed. Both Fees and Communication Surcharges are non-refundable. Some Fees are calculated as a fixed portion or percentage of the surcharge income and will be subtracted directly from the total surcharge revenue per transaction, with the remainder deposited into your designated account(s) as instructed. Subscription fees and monthly lease payments are charged directly to your bank account via pre-authorized debit, and you hereby authorize Exact Cash Inc. to deduct these fees as incurred. Should pre-authorized debit attempts prove unsuccessful or inapplicable, your registered credit card will be charged instead. It is crucial to keep your billing information up-to-date and inform us of any changes within 10 days. Exact Cash Inc. disclaims responsibility for any non-sufficient funds (NSF) charges incurred due to failed payment collections from your account, reserving the right to impose a $25 penalty for each failed payment attempt.

3.2. Equipment Purchases. Full payment for equipment purchases must be made before delivery and installation can proceed, unless specifically agreed otherwise and detailed in your invoice. Exact Cash Inc. may modify payment terms for future transactions at its discretion. Payments are to be made via Interac e-transfer from a business or personal account that matches the identity verification documents provided by you. Should your daily e-transfer limit be below the invoice amount, multiple daily payments will be necessary until the full amount is paid. All ATM purchases are subject to our standard Know Your Customer (KYC) and Anti-Money Laundering (AML) onboarding processes, including ongoing compliance checks. 

3.3. Equipment Leases. Approval for any lease of ATM equipment from Exact Cash Inc. may be subject to credit approval, which shall be granted or withheld at the sole discretion of Exact Cash. By entering into a lease agreement, you agree to personally guarantee all lease obligations, including payments and liabilities, associated with your company’s equipment lease(s) and associated business arrangements, regardless of the corporate entity named on the agreement.

Payment Terms and Authorization

Lease payments are due monthly and will be automatically debited from the bank account provided by you. By signing the lease and/or making initial lease payment, you expressly authorize Exact Cash to process such automated payments, and guarantee that you have the right to provide such an authorization pertaining to the bank account provided. Exact Cash reserves the right to suspend automated billing at any time, in which case you remain fully responsible for ensuring payment is made via Interac eTransfer sent to sales@exactcash.ca on the scheduled due date. It is solely your responsibility to contact Exact Cash to verify due dates and request account statements, as needed.

Lease Structure & Ownership

By entering into a lease agreement with Exact Cash, you acknowledge that you are securing the right to use an ATM unit for a defined term, while ownership of the equipment remains solely with Exact Cash throughout the lease period and any subsequent extensions. Lease terms may include a buyout option at a predetermined value; however, this is not guaranteed and is subject to the specific provisions of your lease agreement. At the conclusion of the initial lease term (typically 60 months), if no buyout option is executed and no formal renewal, termination, or agreement change is agreed upon, the lease will automatically renew on a month-to-month basis under the same conditions unless otherwise stated in writing by Exact Cash. During this month-to-month term, all obligations and liabilities of the original lease continue in effect.

Flexibility & Performance-Based Adjustments

While Exact Cash maintains sole ownership and discretion over the asset during the lease term, we may, at our sole discretion, offer:

Equipment upgrades, Placement conversions, Alternative lease or rental structures

These options may be extended after the first 12 months of the lease, and are contingent on account performance, payment history, transaction volume, and continued service engagement. Acting on one of these offers may void and/or replace the existing lease agreement. There is no obligation on Exact Cash to offer such changes, and the lessee has no automatic right to them.

Operating Lease Classification

Leases offered by Exact Cash are structured to qualify as operating leases. The lease is intended to provide lessees with non-ownership access to ATM equipment with limited upfront capital commitment. It is not structured to transfer substantially all the risks and rewards of true self-sourced ownership. The lease structure ensures that:

● The present value of lease payments does not exceed 90% of the unsubsidized fair market asset value of the ATM,

● No automatic transfer of title is assumed,

● The buyout option is non-mandatory.

Asset Value and APR Transparency

When ATMs are sold directly, the listed price on our website reflects a subsidized sale price that is contingent upon the customer entering into a service relationship (e.g., cash loading, maintenance, or telecommunications services) with Exact Cash. For the purpose of calculating APR in lease scenarios and ensuring compliance with Canadian financial disclosure regulations, Exact Cash uses the unsubsidized fair market asset value of the equipment as the asset base. This unsubsidized value, or subsidy amount, is indicated in your invoice or lease agreement and currently averages $950 above the subsidized retail price (The price shown on our website for the respective ATM model).

Buyout Options

You are under no obligation to purchase the leased ATM at any point. However, if your lease agreement includes a buyout option, it will specify:

Optional end-of-term buyout value, and Optional early buyout value.

In most cases, early buyout pricing is reduced by $200–$400 from the subsidized sale price, depending on the model. This option is only valid if the lessee remains an active customer and retains service with Exact Cash, unless otherwise agreed. Unlike typical lease structures, Exact Cash does not require payment of the remaining term to execute an early buyout, and the early buyout value is indicated on your lease. To exercise the buyout option at the end of the lease, you must contact Exact Cash in writing prior to lease expiration, and explicitly state that you wish to execute the end of term buyout option. If the option is not executed, the lease continues on a month-to-month basis as outlined above.

APR Calculation Table

For transparency, below is a representative APR calculation table based on common lease values.

APR is calculated using:

● The unsubsidized fair market asset value,

● The monthly lease payment,

● The term of the lease, and

● The optional buyout value at the end of term.

| Subsidized Value | Unsubsidized FM Asset Value | Buyout (EOT) | Term | Monthly | APR |

| $2000 | $2950 | $50 | 60 mo | $69 |14.605% |

| $2200 | $3150 | $50 | 60 mo | $69 |11.715% |

| $2800 | $3750 | $50 | 60 mo | $79 |9.983% |

| $3300 | $4250 | $50 | 60 mo | $99 |14.310% |

| $3850 | $4800 | $50 | 60 mo | $109 | 13.154% |

Note: If your lease details are not represented above, please contact us to request a custom APR disclosure tailored to your specific lease agreement.

In the event your lease details are reflected above but the APR disclosed here differs from the APR previously provided to you, you acknowledge and agree that the APR listed above shall be deemed the accurate and controlling APR for your lease. By accepting these terms of service, you expressly agree to accept the corrected APR as accurate.

To the extent that any prior APR disclosure contained an error resulting in a lower or higher APR than that which is accurately stated above, you acknowledge and agree that the value listed herein shall supersede the incorrect disclosure. Further, by accepting the corrected APR, you agree to release, defend, indemnify, and hold us harmless from any and all claims, liabilities, losses, or damages arising out of or related to any prior inadvertent misstatement of APR.

This clarification is intended to ensure transparency and accuracy, and to confirm mutual understanding of the terms as they now correctly appear.

Notice Regarding Self-Sourced ATM Acquisition and Assessing Actual Fair Market Values

For the avoidance of doubt, the most cost-effective and operationally efficient method of acquiring an Automated Teller Machine (“ATM”) is generally through a reputable and experienced ATM service provider, such as Exact Cash. Lessees and prospective purchasers are hereby advised that the procurement of a single new or refurbished ATM directly from a manufacturer—particularly one based in the United States—or from sources outside of an established ATM service provider network may result in a total cost of ownership equal to or exceeding the assessed unsubsidized fair market asset value identified in the APR Calculation Table.

Such elevated costs are attributable to a variety of ancillary expenses, including, but not limited to: international shipping and freight charges, customs duties, tariffs, exchange rate volatility, supply shortages, and third-party brokerage or forwarding fees. Additionally, any such machine will require transportation to its intended location and the engagement of qualified personnel to perform initial setup, software configuration, and physical installation (including secure floor mounting). Where the purchaser declines to engage an ATM provider for ongoing services—such as transaction processing, maintenance, or cash management—the setup and installation services are typically billed at prevailing market rates, which are often higher than those offered to recurring or partnered clients. Such rates may include fees ranging from $200 to $400 for setup and programming, and $350 or more for local installations. On the contrary, we do not charge setup and programming fees to our leasing customers, and our local ground floor installations include ATM transport to location, and are only billed at $225. 

Alternatively, acquisition of ATMs through secondary or used-equipment markets—while appearing to offer reduced upfront pricing—present significant risks and potential liabilities. Pre-owned units sold by third parties with no continuing obligation or fiduciary interest in the buyer’s ongoing operations create misaligned incentives and buyers may be left with minimal recourse. These machines often require substantial repairs or upgrades to meet current compliance or functionality standards, and these requirements are typically not discovered until the machine is brought live, additionally replacement parts may range in cost from several hundred to several thousand dollars. Importantly, such acquisitions do not exempt the purchaser from incurring additional costs for professional setup, programming, and installation, which must be independently arranged and paid out-of-pocket.

Accordingly, when all direct and indirect costs are properly accounted for, the total investment necessary to render a self-sourced ATM fully operational often equals or surpasses the assessed unsubsidized fair market value of a comparable unit provided under the terms of this lease program. By accessing an ATM through our service, lessees are afforded the opportunity to access an ATM machine with peace of mind, significantly reduce initial capital expenditures and mitigate the operational and financial risks otherwise assumed exclusively by self-sourcing atm owners, ensuring that substantially all the risks and rewards of true self-sourced ownership are not transferred to the lessee.

Acquisition from Manufacturer (Hypothetical Example)

To illustrate, consider a refurbished ATM model offered by us at a subsidized rate of $2,200 CAD, compared to a similar unit available from the manufacturer for $1,450 USD. Based on reasonable estimated costs, the following additional expenses would apply:

Shipping: $250 USD

Freight forwarding, customs brokerage, duties, and taxes: $750 CAD

Tariffs: $425 USD

Converted total (after exchange to CAD): $3,703.75 CAD

Transportation to location: $80–$150 CAD

Setup and Programming: $200 CAD

Total Estimated Cost: $3,983.75 CAD (Tax Inclusive) or $3,525.44 CAD (Before Taxes)

As demonstrated, the fair market value to a Canadian entity in this scenario actually exceeds the assessed unsubsidized fair market asset value of $3,150 CAD as referenced in the APR Calculation Table above.

Compliance

All leasing terms have been reviewed to ensure compliance with:

The Criminal Code of Canada (Section 347), which limits interest rates to 35% APR,

Exact Cash reserves the right to amend these terms at any time, subject to applicable provincial and federal laws.

Equipment Ownership and Return

At all times, legal title and ownership of the leased equipment remains exclusively with Exact Cash. You may elect to return or buy out the equipment in accordance with the lease terms and subject to any applicable fees. In the event that you wish to return the equipment, Exact Cash will provide specific return instructions. If you are unable to return the equipment personally, a written request may be submitted to Exact Cash to facilitate deinstallation and pickup. Acceptance of such requests shall be at Exact Cash’s sole discretion. A minimum service fee of $225 plus HST applies within the Greater Toronto Area, and higher fees will apply for locations outside this area. If removal requires hauling the equipment, up or down a flight of stairs, a standard fee of $10 per step will apply and will be added to the minimum fee, unless agreed otherwise in writing. If we agree to provide this service, payment will be added to your final invoice, for which we may require advance payment at our sole discretion.

Default and Repossession

Failure to remit lease payments or otherwise fulfill your obligations constitutes a breach of the lease, placing your account in default. In such instances, Exact Cash reserves the right to repossess the equipment through any lawful means, without further notice.If repossession or return of the equipment occurs before the conclusion of the lease term, an early return fee, as set forth in your lease agreement, shall apply. Any unpaid balances will accrue interest at a rate of 2% per month (compounded monthly) until paid in full whenever legally permitted.

In the event that you fail to return the equipment and have not exercised the buyout option, an Equipment Non-Return Fee will be assessed. This fee shall be equal to the prevailing buyout amount plus any additional charges Exact Cash deems due and owing. Any outstanding debts may be referred to legal collections, reported to credit bureaus, and subject to full recovery proceedings. You will be liable for all associated costs, including legal fees and enforcement expenses.

Compliance Obligations (KYC/AML)

All equipment leases are subject to Exact Cash’s Know Your Customer (KYC) and Anti-Money Laundering (AML) compliance protocols, including initial onboarding and ongoing monitoring and reviews. You must cooperate fully and provide timely updates to ensure compliance with our internal and regulatory requirements. Failure to comply constitutes a material breach of the lease.

Non-compliance with KYC or AML requirements, or any other obligations under the lease agreement, shall be deemed a voluntary termination of the lease by You.

Remedies for Non-Compliance Breach

If Exact Cash determines, at its sole discretion, that a compliance breach has occurred and we have arrived at a negative determination, you may be given one or more options for remedy. However, no further technical or operational services will be supplied to the equipment including processing, maintenance, and cash management. You must immediately discontinue use of the ATM and disconnect it from any power source and internet connection.

If, following a breach, you voluntarily notify Exact Cash in writing of your intent to either return or buy out the equipment within 10 days, Exact Cash will process your termination in accordance with the lease terms. Any applicable fees shall become immediately due. Automated billing may cease before, or once the equipment is rightfully returned and balances are settled. If Exact Cash determines there is a risk of non-payment, an advance invoice may be issued and full payment required before accepting return of the equipment. Lease charges will continue to accrue until the equipment is returned or bought out.

Alternatively, You may propose that a third party assumes the lease as lessor. Any such transfer must be completed within seven (7) business days of the compliance breach or any breach for that matter, and the newly proposed lessor must contact us to complete the process. Exact Cash assumes no responsibility for locating or vetting potential transferees; this is the sole responsibility of you, in this particular case.

Failure to Remedy Breach

If you do not confirm a return or buyout in writing, or otherwise cease communication, or fail to complete a required account review, Exact Cash may, at its discretion, present a limited-time settlement offer (e.g., discounted return or buyout fees) to resolve the matter. Such offers are valid for five (5) business days and expire automatically if not accepted within that period.

Should you fail to respond, cooperate, or otherwise comply with these terms, including KYC/AML reviews and assessments, this will be deemed a final voluntary termination and breach. In cases where the ATM remains in your possession and has not been returned or bought out by you, Exact Cash shall assess an ATM Non-Return Fee equal to the full buyout amount, in addition to any other amounts due, including legal and recovery fees.

3.4. Equipment Rentals. Payment for equipment rentals will be processed in accordance with the terms outlined in your equipment rental agreement. In order to secure your rental, we may, at our discretion, place a hold on your credit card or collect an upfront security deposit. Failure to return the rented equipment will result in you being charged the full unsubsidized purchase price of the equipment set at our discretion, or the non-return fee , if one is indicated on your invoice or separate agreement . In the event that we are unable to secure this payment through the payment method you've provided, the outstanding amount will begin to accrue late payment interest at a monthly rate of 2%. We will pursue recovery of any outstanding debts through legal means, and such actions will be reported to credit bureaus. You will be responsible for covering all costs associated with the recovery process. Should the equipment be returned after the agreed return date without prior specification of additional day fees in the rental agreement, late returns will incur charges at 1.25 times the standard daily rate for each day the equipment is overdue. Furthermore, all equipment rentals, like our purchases and leases, are subject to our comprehensive Know Your Customer (KYC) and Anti-Money Laundering (AML) onboarding procedures, which include ongoing compliance monitoring to ensure adherence to regulatory standards. In the case of wireless modem rentals, the monthly rental fee is set at $20 (+hst) unless otherwise agreed, and the non-return fee is set at $450 (+hst).

3.5. Payment and Acceptance of Invoice Terms. Once Exact Cash Inc. issues an invoice to you, and you fulfill the payment obligations for that invoice, the terms specified within the invoice are automatically considered accepted by both parties. Therefore, the combination of the paid invoice and this agreement forms a legally binding purchase agreement between both parties for the specified goods or services. Exact Cash Inc. retains the exclusive right to assign its rights under such agreements, at our sole discretion.

3.6. Lease Agreements and Invoice Formations. Exact Cash Inc. reserves the right to draft the initial invoice for any lease agreement, incorporating the terms of the lease within the invoice itself. Upon your fulfillment of the initial payment obligations specified in the initial invoice, such action will constitute acceptance of the lease terms by both parties. Consequently, this process establishes a legally binding lease agreement between Exact Cash Inc. and you for the leasing of the specified equipment. Furthermore, Exact Cash Inc. maintains the exclusive right to assign its rights under these lease agreements, at our sole discretion.

3.7. Transaction Processing Services. Every Exact Cash ATM includes no-cost Interac® debit transaction processing, facilitated through an authorized Interac® Acquirer or third-party processor to conduct cardholder transactions. While we strive for optimal processing performance, we do not guarantee uptime, universal card compatibility, or uninterrupted service. Efforts will be made to ensure a seamless, high-quality processing experience, and we reserve the right to modify, select, or replace our third-party processing partners at our sole discretion. As per current FINTRAC regulations, Exact Cash Inc. is not considered an Acquirer, or a Money Services Business (MSB), and does not handle, transfer, or disburse surcharge or settlement funds. All funds are securely processed and transferred by the authorized Acquirer or processing partner, and as a result, your funds never come into contact with our accounts. Any modifications, additional terms, or fee adjustments will be clearly stated in your invoice, or a separate agreement, and shall become a binding part of this agreement. We retain exclusive authority to assign our rights under these terms at our discretion.

3.8. Cash Management Services. Our cash management services are tailored to individual location needs, and as such, costs may vary. Although our goal is to ensure maximum machine uptime, Exact Cash Inc. does not guarantee specific loading amounts, frequency of cash replenishment, or uninterrupted service. Pricing models are generally based on a percentage of the gross surcharge revenue. We accept no liability for lost revenue or damages due to cash shortages in machines. Our commitment is to diligently manage cash supply and make efforts to prevent ATMs from running out of funds. The minimum cash management fee is $0.75 per transaction, however you may be assessed a higher rate given expected capital requirements, interest rates, carrying costs and other costs we may incur. The right to assign our cash management responsibilities is reserved to us, to be exercised at our sole discretion.

3.9. Maintenance Services. Maintenance services are provided for all purchased ATMs, covering general wear and tear labour costs, at a set cost of $0.35 per transaction or 10% of the transaction surcharge, whichever is greater, plus sales tax where applicable. This includes labor for wear and tear maintenance, ongoing support and training, and access to our toll-free support line without extra charges. Exclusions from this service coverage include damage and repair requirements caused by natural disasters, attempted theft, water or power-related damage, lost passwords, acts of god, and negligence. While labor for wear and tear repairs is covered, replacement parts are not; however, you are not required to purchase your replacement parts from us, and you may supply your own parts for installation at no additional labor cost. This agreement does not constitute an insurance policy; acquiring insurance coverage for your equipment is your responsibility. The right to assign our maintenance rights and responsibilities is reserved to us, to be exercised at our sole discretion.

3.10. Fixed-Term Subscriptions or Payment Plans. Certain subscription services or payment plans may require a fixed, non-cancellable period of commitment. You are obligated to pay Fees for the entire duration of such terms.

3.11. Handling Customer Dispute. You are liable for all costs associated with customer disputes, including refunds and chargebacks. Resolving disputes over Fees between you and your customers is your responsibility, without intervention from Exact Cash Inc.

3.12. Tax Responsibilities. You are solely responsible for all taxes and government levies tied to your utilization of Exact Cash Inc.'s services and your transactions with customers. Exact Cash Inc. may, where legally mandated or deemed necessary, collect taxes as part of the Fees. You agree to indemnify Exact Cash Inc. against any tax-related claims stemming from your use of the services. Collected taxes are non-refundable.

3.13. Handling Overdue Payments. If your payment methods fail, we reserve the right to suspend or terminate your service access, necessitating payment through alternate means. In case of legal proceedings to recover overdue amounts, you must cover all related costs. We may impose a late fee of 4% per month on any outstanding balance, accruing until full payment is received.

3.14. Dispute Resolution. Report any Fee disputes within 60 days of billing. You must settle all billed charges during disputes or forfeit the right to contest. Exact Cash Inc.'s decisions on disputed charges are final.

3.15. Refund Policy. Fees paid to Exact Cash Inc. are generally non-refundable, including those resulting from your errors, omissions, or unutilized subscriptions, except under certain conditions at Exact Cash Inc.'s discretion.

3.16. Cancellation Protocol. You are responsible for canceling any services tied to your account. Fees will accrue until the service is officially canceled. Failure to cancel properly will not warrant any refunds.

3.17. Transaction Accountability. You assume full responsibility for all financial transactions conducted through Exact Cash Inc.'s services, both by you and your customers, including any chargebacks and disputes.

3.18. Pickups, Removals, and Deinstnllations. All pickups, removals, and de-installations are subject to a minimum service fee of $225.00 CAD plus applicable taxes (HST) within the Greater Toronto Area. Rates may increase for services performed outside this area. An additional surcharge of $10.00 CAD per step will apply if the machine or equipment must be transported up or down a flight of stairs, unless otherwise agreed to in writing.

This surcharge may be waived if the machine is relocated to the ground floor in advance; however, such arrangements must receive our prior written approval, and one of our qualified technicians must be dispatched to unbolt the machine. If you choose, or agree, to relocate the machine to the ground floor without our assistance, you do so entirely at your own risk. We shall not be held liable for any damage to the machine, the premises, or surrounding property, nor for any injury or death that may result from the relocation process, and you agree the same. This includes, but is not limited to, harm caused by improper handling, tipping or falling equipment, use of inadequate tools, or physical strain during lifting or moving.

Furthermore, if the machine is removed from your location, you acknowledge and agree that we are not responsible for restoring the installation area to its original condition. We shall not be liable for any cosmetic or structural damage that may have occurred during the original installation or subsequent removal, including but not limited to holes, cracks, scratches, or bolts remaining in floors, walls, or mounting surfaces.

Under no circumstances may you, or any party acting on your behalf, access or attempt to unbolt the machine from its installed position without our express written authorization. Any unauthorized access, tampering, or removal may result in liability for all resulting damages to the machine or associated equipment, as well as the full replacement value of the machine’s contents, if not returned in full and undamaged, and any damages or monies deemed owned, resulting for your breach of existing agreements.

3.19 Equipment Provided for Free, or Complimentary, Use. Any equipment provided by Exact Cash for your use remains the property of Exact Cash and is made available solely for the duration of your active services with us. You agree to return all such equipment promptly upon: (i) termination or suspension (temporary or permanent) of services, or (ii) your decision not to continue with our services. Failure to return the equipment within fifteen (15) days of such termination, suspension, or non-renewal will result in the imposition of a non-return fee. This fee shall be equal to the then-current unsubsidized retail replacement cost of the unreturned equipment, plus an additional administrative charge of $200 CAD, exclusive of applicable taxes (HST). This amount shall become immediately due and payable, and you acknowledge and agree that you shall be fully liable for payment.

3.20 Placement of ATM Machines and Equipment Owned by Exact Cash Inc. All customers who host an operator-owned ATM at their premises, or who otherwise participate in an ATM placement arrangement (collectively, “Placement Customers”), are required to comply with: (i) the terms and conditions set forth in any separately executed ATM Placement Agreement between the parties; and (ii) these Terms of Service. Placement Customers are subject to our Know Your Customer ("KYC") and Anti-Money Laundering ("AML") policies and procedures, including but not limited to initial due diligence and onboarding, ongoing compliance monitoring, and periodic account reviews.

Under an ATM placement arrangement, We agree to provide and install an ATM machine at your designated location and You agree to host the ATM for the full duration of the agreed-upon term. Any early termination by the You prior to the expiration of the term shall constitute a material breach of the agreement. In such event, You shall be liable for liquidated damages equivalent to the estimated lost revenue for the remainder of the term, calculated by taking the average monthly gross revenue generated by the ATM over the most recent twelve (12) months—or the full duration of operation if less than twelve months—and multiplying that average by the number of months remaining in the term.

If the We are required to halt, suspend, or disable ATM operations at the your location due to (i) non-compliance, (ii) failure to satisfy KYC/AML reviews and requirements, (iii) pending investigations, or (iv) other account review processes attributable to your conduct or inaction, and You subsequently terminate the placement agreement, any months during which the ATM was offline for these reasons shall be excluded from the calculation of average monthly revenue for the purpose of determining damages. Additionally, we reserve the right to exclude up to three (3) months prior to the suspension if we determine, in our sole discretion, that such months are not representative of the ATM’s typical performance due to operational hindrances.

Failure or refusal by You to cooperate with compliance reviews, including the failure to provide requested documentation or information, shall be deemed a material breach and will be treated as a voluntary termination by You. Conversely, if the Customer complies in good faith with the review process, and the account is subsequently cleared and service reinstated, the Customer shall only be responsible for any offline periods exceeding seven (7) consecutive days.

For the avoidance of doubt, we may initiate an account review on a random or procedural basis, and not all reviews are indicative of suspected misconduct. However, should the review reveal a violation of these Terms of Service, the Placement Agreement, or applicable law—including but not limited to misrepresentation or engagement in prohibited activities—such findings shall be considered a material breach and a voluntary termination by You.

By executing a separate Placement Agreement, by hosting an ATM provided by us, or by retaining possession of our ATM—whether active or inactive—beyond 24 hours after receiving disclosure of these terms, you acknowledge and agree to be bound by the foregoing terms.

3.21 Surcharges, Revenue Sharing, and Additional Revenue Streams. Revenue sharing, surcharges, and any other forms of income are governed exclusively by a separate, written agreement between you and us. In the absence of such an agreement explicitly outlining your entitlement to a revenue share or any income, you acknowledge and agree that you have no right to, and hereby irrevocably waive any claim to, such revenue. Unless otherwise stated in a separate agreement, your share of the surcharge, as outlined in the separate agreement, shall apply by default only to Approved and Eligible Transactions, defined herein as approved and undisputed Interac Debit transactions. You are not entitled to any revenue derived from Ineligible Transactions, which include all transactions that do not meet the criteria of an Eligible Transaction. The acceptance, processing, or inclusion of transaction types beyond Interac Debit is at our sole discretion and remains subject to the discretion and policies of our authorized acquirers and/or third-party processing partners. Any such transactions, if offered, are provided strictly as a value-added service and do not entitle you to any revenue or compensation unless expressly set forth in a separate, written agreement. We may, in our capacity as a client or affiliate of one or more third-party processing partners, receive compensation from various other revenue sources, including, but not limited to, interchange fees, advertising income, communication service fees, referral income, and equipment rental revenues. You expressly acknowledge and agree that all such revenue sources are the exclusive property of Exact Cash Inc., and you shall have no claim to, or interest in, any portion thereof unless expressly provided for in a separate, written agreement.

4. Affiliate Programs, Referrals as a Service, and Sales as a Service.

4.1 Program Participation and Eligibility. We may, from time to time and at our sole discretion, offer opportunities to participate in incentive-based programs such as Affiliate Programs, Referrals-as-a-Service, or Sales-as-a-Service (collectively, “Referral Programs”). Participation in any such program is not automatic and is strictly subject to:

(a) prior written approval by us; and

(b) the execution of a separate, binding agreement outlining the terms and conditions of that specific program (each, a “Referral Agreement”).

No party shall be deemed authorized to participate in any Referral Program absent such written approval and executed agreement.

4.2 Independent Business Status. Your participation in any Referral Program does not create an employment relationship, partnership, joint venture, or agency relationship between you and Exact Cash Inc. You shall act solely as an independent business, and nothing in these Terms or any separate Referral Agreement shall be interpreted to imply otherwise. You have no authority to make representations, commitments, or contracts on behalf of us.

4.3 Non-Exclusivity and No Rights to Customers. You acknowledge and agree that:

(a) Your role under any Referral Program is strictly limited to introducing prospective customers to us;

(b) You do not obtain, retain, or acquire any proprietary or continuing rights, interests, or claims to any customers, customer data, or business derived from such referrals;

(c) We retains sole and exclusive rights to any customer relationship, and you shall not contact, solicit, or attempt to re-engage referred customers for any other purpose unless explicitly authorized in writing.

4.4 Compensation and Payment Terms. Compensation under any Referral Program shall be governed exclusively by the applicable Referral Agreement. As a prerequisite to receiving any payments, you may be required to:

(a) Link a valid payment method to your Company account;

(b) Submit verifiable identity and business information in compliance with all applicable Know Your Customer (“KYC”) and anti-money laundering laws.

Failure to comply with these requirements may delay or disqualify payment, at our sole discretion.

4.5 Program Suspension and Termination. We reserve the unconditional right to suspend or terminate your participation in any Referral Program at any time, with or without cause, effective immediately upon notice. Grounds for suspension or termination may include, but are not limited to:

● Non-compliance with these Terms or the applicable Referral Agreement;

● Submission of fraudulent, misleading, or incomplete referrals;

● Illegal, false, misleading, deceptive, or unauthorized promotions and marketing materials;

● Regulatory, legal, or operational changes affecting Us;

● Any conduct determined to be harmful to our interests, reputation, or operations;

● A determination that your participation is no longer required or aligned with our business needs.

Upon suspension or termination, all rights to compensation under the Referral Program shall cease immediately unless otherwise stipulated in the Referral Agreement. You waive any claims or entitlements to payments following termination, except those expressly preserved in a signed agreement.

4.6 Continuing Obligations. Termination or suspension from any Referral Program does not relieve you of your obligations under these Terms, including confidentiality, non-disparagement, and compliance with restricted activity provisions. These obligations shall survive termination indefinitely. Furthermore, if your participation is suspended rather than terminated, any updates to these terms will still apply to you. You are required to notify us within 24 hours of receiving notice of the updated terms if you wish to terminate your participation. If we do not receive explicit written notice of your termination—or if you express interest in continuing to provide referrals—you will be deemed to have accepted the updated terms, and agree the same.

4.7 Representations and Warranties. You represent and warrant that:

(a) You have read and understood Section 2 (Restricted Activities);

(b) You are not engaged in, nor will you knowingly refer individuals or entities engaged in, the restricted activities as defined therein;

(c) You will not act with malicious intent or in a manner intended to extract, misuse, or disseminate confidential or proprietary information belonging to us.

(d) If you are actively marketing or engaging with potential leads, you will clearly communicate that we are a separate and independent company, distinct from yours. You must ensure that, upon a lead expressing interest in our services, they are not misled regarding our identity or eligibility criteria. Additionally, in any marketing materials or communications, you must not imply—directly or indirectly—that we are willing to work with individuals or entities involved in any of the restricted activities outlined in Section 2. Any failure to comply with this requirement will be considered a material breach of this agreement and may result in significant reputational and operational harm, for which you will be held liable.

5. Intellectual Property Rights

5.1. Content of the Platform, Products, and Services. The infrastructure and content of the Platform, Products, and Services, encompassing texts, graphics, logos, user interfaces, and more ("Platform Content"), are the proprietary property of Exact Cash Inc. or its licensors, protected under copyright, trademark, and additional relevant intellectual property laws, excluding user-generated content as detailed later. Exact Cash Inc. grants you a personal, non-transferable, revocable, and exclusive license to access and use the Platform Content strictly for leveraging the services offered by the Platform, Products, and Services for your and your customers' benefit. Reproducing, modifying, distributing, transmitting, republishing, displaying, or performing the Platform Content without Exact Cash Inc.'s explicit written consent is strictly forbidden.

5.2. Trademarks. Trademarks, service marks, and logos used on the Platform, Products and Services ("Trademarks") are registered and unregistered marks of Exact Cash Inc. and its licensors. The Platform does not implicitly grant any license or rights for the use of any Trademarks displayed, which can only be done with Exact Cash Inc.'s explicit written permission. These Trademarks must not be used in any manner that could disparage or cause confusion among customers, or in any way that infringes upon the rights of Exact Cash Inc. or any third party.

5.3. User Contributions. User Contributions on the iQ Platform are treated as non-confidential and non-proprietary. When you share User Contributions, such as websites or funnels, you provide Exact Cash Inc. and its affiliated entities with a continuous, worldwide, irreversible license to employ, replicate, alter, showcase, disseminate, and reveal such materials to third parties for any purpose imaginable. You agree to allow Exact Cash Inc. to leverage your User Contributions and associated information to augment the Platform, Products, and Services, create new services, and enhance the company's overall strategy. It's important to note that User Contributions do not encompass transaction-related data, which, if encountered, is treated with utmost confidentiality in alignment with our privacy policy. Exact Cash Inc. bears no responsibility for the veracity, legality, or nature of the User Contributions and does not officially support any User Contributions shared on the platform.

5.4. Prohibited Content. Posting content on the Platform that is illegal, threatening, abusive, defamatory, infringes on intellectual property rights, or is otherwise injurious to third parties is prohibited. Content that is harassing, discriminatory, or obscene is strictly forbidden. Violations may lead to immediate content removal and possible account termination.

5.5. Feedback and Suggestions. Any feedback or suggestions you submit regarding the Platform are acknowledged as voluntary, non-confidential, and unrestricted. Exact Cash Inc. is free to utilize such feedback without any obligation to compensate you, including for the development of new features, services, or improvements to the existing offerings.

5.6. Release and Waiver for Feedback. By providing feedback, you release and forever waive any claims against Exact Cash Inc. related to the use of such feedback, including any similarities between implemented ideas and the provided feedback.

5.7. Copyright Claims. If you believe that your intellectual property rights have been infringed upon by any content on our platform, please contact us through our designated process. We follow the Digital Millennium Copyright Act (DMCA) and other applicable laws to promptly address such issues.

DMCA and Copyright Notices should be directed to:Email: support@exactcash.ca (Subject: "DMCA Takedown Request")

Mail:

Exact Cash Inc.

Attention: Copyright Agent

1 King St W

Floor 48

Toronto, ON

M5H 1A1

For your notification to be considered valid, it must be a written document containing the following essential information:

● The electronic or physical signature of the individual authorized to represent the owner of the copyright or other intellectual property rights involved;

● A detailed description of the copyrighted work or other intellectual property you believe has been infringed upon;

● Precise information about the location of the allegedly infringing material on the Platform, sufficient for us to be able to find it;

● Your contact details, including address, telephone number, and email address;

● A declaration from you, stating your belief in good faith that the use in question is not authorized by the copyright or intellectual property owner, their agent, or the law;

● A formal statement from you, under penalty of perjury, affirming that the information provided in your notification is accurate and that you are either the copyright or intellectual property owner or are authorized to act on their behalf.

Counter-Notice Procedure: If you believe that your User Contribution, which was either removed or access to which was disabled, does not infringe on copyright, or if you hold authorization from the copyright owner, their agent, or as per the law, to post or display the content in your User Contribution, you may submit a counter-notice. This counter-notice must be in writing and include the following details to the previously mentioned Copyright Agent:

● Your physical or electronic signature;

● Identification of the content that was removed or to which access was disabled, and the location at which the content appeared before its removal or disablement;

● A statement by you that you believe in good faith that the content was removed or disabled as a result of a mistake or misidentification of the content;

● Your name, address, telephone number, and email address, along with a statement that you consent to the jurisdiction of the federal court for the judicial district in which your address is located, or if your address is outside of Canada, for any judicial district in which the service provider may be found, and that you will accept service of process from the person who provided the original infringement notification.

Upon receiving a counter-notice, our copyright agent will forward it to the original complainant, indicating that the removed content may be reinstated or access to it restored within 10 to 14 business days, unless the copyright owner seeks a court order against the content provider, member, or user. The decision to repost the content or restore access to it, after receipt of a valid counter-notice, rests solely at our discretion. We reserve the right to restrict access to the Platform or terminate the accounts of users who are found to infringe the intellectual property rights of others, at our sole discretion.

6. Disclaimers.

THE PLATFORM, PRODUCTS AND SERVICES ARE OFFERED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY FORM OF WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU CHOOSE TO USE THE PLATFORM, PRODUCTS AND SERVICES AT YOUR OWN RISK, ACKNOWLEDGING THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR PROPERTY OR EQUIPMENT OR LOSS OF DATA RESULTING FROM SUCH USE. YOU AGREE THAT EXACT CASH INC. BEARS NO LIABILITY FOR THE DELETION, FAILURE TO STORE, OR TRANSMISSION OF ANY INFORMATION OR CONTENT ON OR THROUGH THE PLATFORM, PRODUCTS AND SERVICES.PLEASE NOTE, WE DO NOT GUARANTEE THAT (A) THE PLATFORM, PRODUCTS AND SERVICES WILL FULFILL YOUR NEEDS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE OUTCOMES OBTAINED FROM THE USE OF THE PLATFORM, PRODUCTS AND SERVICES WILL BE EFFECTIVE, ACCURATE, OR RELIABLE, OR (D) THE QUALITY OF THE PLATFORM, PRODUCTS AND SERVICES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS, OR DEFECTS.

YOU UNDERSTAND THE INHERENT RISKS OF USING THE INTERNET AND TELECOMMUNICATIONS NETWORKS, WHICH ARE NOT SECURE BY NATURE. THEREFORE, EXACT CASH INC. IS NOT LIABLE FOR ANY ALTERATIONS, INTERCEPTIONS, OR LOSS OF YOUR DATA DURING TRANSMISSION OVER THE INTERNET OR THROUGH A TELECOMMUNICATIONS PROVIDER’S NETWORK.EXACT CASH INC. OFFERS NO WARRANTIES FOR TRANSACTIONS OR THIRD-PARTY SERVICES ASSOCIATED WITH OR FACILITATED THROUGH THE PLATFORM, PRODUCTS AND SERVICES. SUCH TRANSACTIONS ARE ENTIRELY AT YOUR OWN RISK, AND ANY WARRANTIES RELATED TO SERVICES OR CONTENT ACCESSED THROUGH THE PLATFORM, PRODUCTS AND SERVICES FROM THIRD PARTIES ARE SOLELY PROVIDED BY THESE THIRD PARTIES.WE RESERVE THE EXCLUSIVE RIGHT TO MODIFY OR DISCONTINUE THE PLATFORM, PRODUCTS AND SERVICES, INCLUDING ANY OF ITS SERVICES OR FEATURES, AT ANY TIME WITHOUT PRIOR NOTICE. WE ARE NOT LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE CHOOSE TO EXERCISE THIS RIGHT. CHANGES MAY INVOLVE, BUT ARE NOT LIMITED TO, ADJUSTMENTS IN PRICING AND THE INTRODUCTION OF NEW SERVICES, EITHER FREE OR FEE-BASED. ANY ENHANCEMENTS TO THE CURRENT SERVICES ON THE PLATFORM, PRODUCTS AND SERVICES WILL ALSO BE GOVERNED BY THESE TERMS OF SERVICE.

7. Limitation of Liability, Indemnification, and Mitigation.

IF YOU HAVE ANY CLAIMS RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM, PRODUCTS AND SERVICES, YOUR SOLE REMEDY AND OUR TOTAL LIABILITY WILL BE LIMITED TO THE AMOUNT YOU HAVE PAID US FOR SERVICES PURCHASED ON THE PLATFORM, PRODUCTS AND SERVICES DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

IN THE EVENT OF AN ASSIGNMENT OR CHANGE OF OWNERSHIP, YOU AGREE TO WAIVE AND RELEASE EXACT CASH INC., AND ITS AFFILIATES, OFFICERS, DIRECTORS, AND EMPLOYEES FROM ANY AND ALL CLAIMS, DEMANDS, AND LIABILITIES. YOU ACKNOWLEDGE AND ACCEPT FULL RESPONSIBILITY FOR THE CONTINUED OPERATION, MANAGEMENT AND MAINTENANCE OF YOUR BUSINESS, INCLUDING ANY ASSIGNED CUSTOMER ACCOUNTS AND ALL RELATED RIGHTS AND OBLIGATIONS. ANY INACTION, BREACH, DISPUTE, NON-PERFORMANCE, NON-COMPLIANCE, OR TERMINATION BETWEEN YOU AND YOUR ASSIGNED ACCOUNTS FOLLOWING SUCH A TRANSACTION SHALL BE SOLELY YOUR RESPONSIBILITY. UNDER NO CIRCUMSTANCES SHALL EXACT CASH INC. BE HELD LIABLE FOR SUCH MATTERS.

UNDER NO CIRCUMSTANCES WILL EXACT CASH INC. BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, DATA, PROFITS, OR TIME WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN CONNECTION WITH THE USE OF THE PLATFORM, PRODUCTS AND SERVICES OR ANY THIRD-PARTY SERVICES OR WEBSITES LINKED FROM THE PLATFORM, PRODUCTS AND SERVICES. MOREOVER, WE ARE NOT RESPONSIBLE FOR ANY THIRD-PARTY SERVICES, DISRUPTIONS, OR PROMISES REGARDING OUR PLATFORM, PRODUCTS AND SERVICE, OR FOR ANY TRANSACTIONS WITH THIRD PARTIES THROUGH THE PLATFORM, PRODUCTS AND SERVICES, INCLUDING ORDER PROCESSING, AND THIRD PARTY TRANSACTION PROCESSING.

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS EXACT CASH INC., ITS AFFILIATES, OFFICERS, DIRECTORS, AND EMPLOYEES FROM ANY CLAIMS, INCLUDING BUT NOT LIMITED TO, THOSE ARISING FROM YOUR USE OF THE PLATFORM, PRODUCTS AND SERVICES, BREACHES OF THESE TERMS, NEGLIGENCE, OR WRONGFUL ACTS, AND VIOLATIONS OF APPLICABLE LAWS BY YOU OR YOUR AFFILIATES. THIS INCLUDES ANY DEMANDS, DAMAGES, LIABILITIES, COSTS, OR EXPENSES ARISING IN CONNECTION WITH YOUR USE OF THE PLATFORM, PRODUCTS AND SERVICES. SHOULD THE PLATFORM, PRODUCTS AND SERVICES INFRINGE ON THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, WE MAY, AT OUR DISCRETION, SECURE RIGHTS FOR CONTINUED USE, MODIFY OR REPLACE THE PLATFORM, PRODUCTS AND SERVICES, OR INSTRUCT YOU TO CEASE ITS USE IMMEDIATELY.

8. Time Limit for Filing Claims.

YOU MUST INITIATE ANY LEGAL CLAIMS OR ACTIONS YOU BELIEVE ARISE FROM OR RELATE TO THESE TERMS OR YOUR USE OF THE PLATFORM, PRODUCTS AND SERVICES WITHIN THREE (3) MONTHS AFTER THE CAUSATIVE EVENT OCCURS, REGARDLESS OF WHEN YOU BECAME AWARE OR SHOULD HAVE BEEN AWARE OF THE ISSUE. FAILING TO DO SO WITHIN THIS TIMEFRAME WILL RESULT IN THE PERMANENT DISMISSAL OF SUCH CLAIMS OR ACTIONS.

9. Right to Equitable Relief.

You acknowledge that violating these Terms could cause significant harm to Exact Cash Inc. that monetary damages alone cannot rectify. Consequently, Exact Cash Inc. is entitled to seek equitable relief, such as injunctions, to prevent further breaches, in addition to any other legal remedies available, without the necessity of posting a bond or other security.

10. Waiver and Severability.

Any failure by Exact Cash Inc. to enforce a specific term or condition of these Terms does not waive its right to do so later for that instance or any other instance. Similarly, if a court finds any of these Terms unenforceable or invalid, the offending provision will be limited or eliminated to the minimum necessary extent, ensuring the remainder of these Terms remains enforceable and in full effect.

11. Assignment, Transfer of Rights and Obligations, and Changes in Ownership.

Exact Cash Inc. expressly reserves the right, at its sole discretion and without prior notice, to transfer or assign any or all of its rights and obligations under these Terms, or under any separate agreement relating to ATM products and services or any other products and services it offers. Such transfer or assignment may occur at any time.

Conversely, you may not transfer or assign any of your rights or obligations under these Terms, or any related agreement, without obtaining the prior written consent of Exact Cash Inc. Such consent may be granted or withheld by Exact Cash Inc. in its sole and absolute discretion.

In the event of any such transfer or assignment by Exact Cash Inc., the assignee or new owner shall assume full responsibility for conducting and verifying Know Your Customer (KYC) and Anti-Money Laundering (AML) compliance, including the collection of verification documents directly from the customer, and for fulfilling all obligations arising under any assigned agreements. The assignee or new owner shall also be solely responsible for verifying the enforceability and validity of the assigned agreements. Exact Cash Inc. disclaims any and all liability in connection with agreements that are assigned and later determined to be unenforceable, invalid, or otherwise defective.

Furthermore, following the assignment or transfer of ownership, all branding, trademarks, and identifiers associated with Exact Cash Inc.—including but not limited to ATM service stickers, welcome screen displays, receipt text, and any signage bearing the Exact Cash Inc. name or logo—must be fully and promptly removed. This obligation lies entirely with the ATM owner and/or the newly appointed service provider. The failure to comply with this directive constitutes a material breach and may result in reputational harm and legal liability for which Exact Cash Inc. expressly reserves the right to pursue appropriate legal remedies.

Change in Service Provider or Management

In circumstances where the service provider or management company is changed, but the ATM owner remains unchanged, it shall be the sole responsibility of the ATM owner and the newly designated service provider to establish and maintain open lines of communication. All inquiries or issues arising after such a change must be directed to the new service provider or management company. Following the effective date of such transition, Exact Cash Inc. shall be fully released from any and all liabilities, obligations, or responsibilities arising from or related to the acts, omissions, or performance of the new service provider, management company, or the ATM owner.

12. Know Your Customer (KYC) and Anti Money Laundering (AML) Compliance.

Exact Cash Inc., is committed to upholding the highest standards of compliance with all applicable Know Your Customer (KYC) and Anti-Money Laundering (AML) regulations. To ensure adherence, we perform both ongoing and periodic assessments through established internal procedures aimed at identifying, evaluating, and mitigating risks associated with financial crimes, fraud, and other illicit activities. These assessments may involve a combination of traditional and non-traditional methods to evaluate the intent, integrity, and legitimacy of both current and prospective customers. Techniques employed may include document verification, direct and indirect questioning, behavioral analysis, and other evaluative approaches. You acknowledge and accept that such assessments may take place without advance notice, and you should assume that all interactions with us are subject to compliance monitoring at all times. In certain cases, discreet or unconventional evaluations may be conducted without any obligation to inform you, either during or after the fact. If our assessment results in a negative determination, we reserve the exclusive right to withhold any explanation at our sole discretion. Based on such findings, Exact Cash Inc., retains the absolute right to refuse service to any individual or entity—whether prospective or current—without requirement to justify the decision.

You further acknowledge and agree to the binding terms outlined in Section 2: Restricted Activities, which expressly prohibit any engagement in, or solicitation of, business activities deemed restricted. Any attempt to initiate such activities constitutes a material breach of this agreement. If such a solicitation is made—whether directly or indirectly—your account will be immediately classified as under investigation. Any communication from our representative following this breach will be conducted solely for investigative, compliance, or security purposes and shall not be construed as an expression of interest, nor shall it indicate a shift in our position.

Please note that, during or immediately following such interactions, we may intentionally refrain from expressing disinterest or opposition, in order to avoid alerting the individual and to allow for the collection of further actionable information. Following this interaction, and once it is determined that our team is no longer at risk, you may receive a formal notice of review, suspension, or termination of your account based on the results of our internal investigation.

Similarly, if you are not yet a customer and submit a suspected non-compliant inquiry—especially in person, where safety concerns for our representatives may exist—we may withhold any immediate indication of disinterest. Once the interaction concludes and any potential safety risk has been mitigated, we may proceed with issuing a verification request or initiating internal review procedures. Should the information provided, or behaviour observed, raise concern, we reserve the right to add your personal and/or corporate profile to an internal blocklist to help prevent future circumvention of our compliance protocols, whether through direct re-engagement or through a third party.

13. Confidentiality, Non-Disclosure, and Non-Disparagement
13.1 Definition of Confidential Information.

“Confidential Information” refers to any and all non-public, sensitive, proprietary, or commercially valuable information, whether oral, written, digital, or in any other form, disclosed directly or indirectly by Exact Cash Inc. ("Us" or "Disclosing Party") to any user, customer, contractor, service provider, employee, or third party (“You" or "Receiving Party”), including but not limited to trade secrets, business practices, financial data, intellectual property, source code, systems, marketing strategies, client lists, communications, internal documentation, contracts, recordings, or any other information which, by its nature, or the context of disclosure, would reasonably be deemed confidential.

13.2 Strict Confidentiality Obligations.
You agree to:

(a) Treat all Confidential Information as strictly confidential and proprietary to the Disclosing Party;

(b) Not disclose, share, store, copy, transmit, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Disclosing Party;

(c) Not collect, solicit, record, or capture Confidential Information, including through screenshots, recordings, transcription, or any other means, for any unauthorized or malicious purpose;

(d) Not use any Confidential Information in any way that may cause harm to the Disclosing Party, whether directly or indirectly, financially, reputationally, operationally, or competitively;

(e) Not record any phone calls, virtual meetings, or in-person discussions with representatives of the Disclosing Party without express written consent;

(f) Immediately notify the Disclosing Party of any suspected breach, exposure, or unauthorized use of Confidential Information.

13.3 Non-Disparagement.
The Receiving Party shall not, directly or indirectly, make or publish any negative, false, defamatory, misleading, or disparaging statements, written or verbal, about the Disclosing Party, its affiliates, officers, directors, employees, services, or business practices in any public or private forum, online or offline, including but not limited to social media, websites, publications, or communications with third parties.

13.4 Personal Liability.
Any breach of this Section by the Receiving Party — whether acting as an individual or on behalf of an entity — shall result in personal liability for all resulting damages, including but not limited to reputational harm, lost business opportunities, legal costs, and enforcement expenses. The Disclosing Party reserves the right to pursue claims against the individual responsible regardless of any corporate or organizational affiliation.

13.5 Liquidated Damages.

The Receiving Party acknowledges that breach of this Section may result in substantial harm to the Disclosing Party, which is difficult to quantify. Therefore, in the event of any unauthorized disclosure or use of Confidential Information, or breach of the Non-Disparagement clause, the Receiving Party agrees to pay the Disclosing Party liquidated damages in the amount of $50,000 per breach, in addition to any actual damages incurred and any injunctive or equitable relief available under law.

13.6 Compelled Disclosure.
If the Receiving Party is legally compelled to disclose any Confidential Information, they must provide the Disclosing Party with immediate written notice (unless prohibited by law) and cooperate fully with any efforts to obtain protective orders or limit disclosure.

13.7 Survival.
The obligations under this Section shall survive the termination or expiration of this Agreement indefinitely, or for so long as the Confidential Information remains protected under applicable law, whichever is longer.

14. Complete Agreement.

This document constitutes the entire and definitive agreement between you and Exact Cash Inc. regarding The Platform, Products, and Services. It supersedes all prior "Terms of Service" agreements, communications, proposals, negotiations, and discussions—whether oral or written—except for separate written agreements, including but not limited to invoices, leases, rental agreements, placement agreements, and other binding contracts related to specific services. All terms, conditions, and obligations outlined in such separate agreements are fully binding and are hereby incorporated into these Terms of Service.

In the event of any conflict or inconsistency between this agreement and a separate written agreement, we may determine at our sole discretion which terms will take precedence, and any provisions of these Terms that are not expressly modified or overridden by the separate agreement will remain in full force and effect.

All invoices issued by Exact Cash Inc. constitute binding agreements, and by paying an invoice, you expressly acknowledge and agree to be bound by its terms and conditions.

Modifications to these Terms are only valid if documented in writing and signed by an authorized representative of Exact Cash Inc., or if they are part of a formal written contract with you, such as agreements related to ATM placement, maintenance, processing, cash management, purchases, leasing, or other services provided by Exact Cash Inc.

If a separate written agreement contains its own "Entire Agreement" or "Complete Agreement" clause, such clause shall apply only to the scope of that separate agreement and shall not exempt you from compliance with these Terms of Service. These Terms continue to apply unless expressly modified or superseded in writing as described above.

Exact Cash Inc. is not bound by any promises, representations, inducements, or intentions that are not explicitly set forth in this agreement or an applicable separate written contract.