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Terms of Use

TERMS OF USE

Effective Date: July 1, 2026

1. Acceptance of Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and Stable Connect CA Inc., a corporation incorporated under the laws of Canada, operating commercially under the trade name Better Payment Network (BPN) ("BPN", "we", "us", or "our"). By accessing the BPN website, including any sub-domains, APIs, dashboards, mobile applications, and any other interface or integration made available by BPN (collectively, the "Platform"), creating an account, or using any of the Services as defined in Section 3, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety, as well as BPN's Privacy Policy, which is incorporated herein by reference.

If you do not agree to these Terms, you must immediately cease all access to and use of the Services. Access to or use of the Services by any person or entity that does not accept these Terms is unauthorized and constitutes a breach of this agreement.

BPN reserves the right to amend, supplement, or otherwise modify these Terms at any time and at its sole discretion. Any changes will become effective upon posting of the revised Terms on the BPN website, unless a later effective date is specified.

The "Effective Date" at the top of this document reflects the date of the most recent revision. Your continued use of the Services following the posting of any changes constitutes your acceptance of such changes. It is your responsibility to review these Terms regularly. If any modification is unacceptable to you, your sole remedy is to discontinue your use of the Services.

2. Eligibility

Access to and use of the Services is strictly limited to persons who are at least eighteen (18) years of age or the age of majority in their jurisdiction of residence, whichever is greater, and who possess the full legal capacity to enter into a binding contractual agreement. By using the Services, you represent and warrant that you meet these requirements.

The Services are not available to individuals or entities that are residents of, or located in, any jurisdiction where the provision or use of the Services would be contrary to applicable law or regulation. It is your sole responsibility to determine whether your access to and use of the Services is lawful in your jurisdiction. BPN makes no representation that the Services are appropriate or available in all locations.

The Services are also not available to any person or entity that is listed on, or is owned or controlled by a person or entity listed on, any sanctions list or restricted party list maintained by the United States Department of the Treasury's Office of Foreign Assets Control (OFAC), the United Nations Security Council, or any other applicable governmental or regulatory authority. BPN reserves the right to verify your eligibility at any time and to immediately suspend or terminate access to the Services if BPN determines, in its sole discretion, that you no longer meet the eligibility criteria set out in these Terms.

3. Description of Services

BPN provides enterprise-grade payment infrastructure and financial technology solutions, connecting digital assets, stablecoins, and traditional financial systems to enable cross-border payments, foreign exchange settlement, and related services for businesses and institutional clients, which may be delivered in whole or in part through third-party service providers, financial institutions, and affiliated group entities as further described in these Terms, together with any additional services, features, or functionality developed or made available by BPN or any of its affiliates in the future (the "Services"). BPN is registered as a Money Services Business (MSB) with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA). BPN may hold additional licences, registrations, and regulatory authorisations in other jurisdictions as its operations expand. The specific regulatory framework applicable to any given transaction may vary depending on the jurisdiction of the parties involved and the nature of the service provided.

The Services are provided on a best-efforts basis. BPN does not represent or warrant that any specific feature, functionality, corridor, currency pair, or service will remain available indefinitely. BPN reserves the right, at any time and without prior notice, to modify, suspend, restrict, or discontinue all or any portion of the Services for any reason, including but not limited to regulatory requirements, operational considerations, risk management decisions, or changes in applicable law. BPN shall not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services. Nothing in these Terms shall be construed as creating an obligation on BPN to provide the Services to any particular person or entity, or to process any particular transaction. BPN retains full discretion to accept or decline any user, transaction, or payment instruction at any time, subject to applicable law.

Certain components of BPN's payment infrastructure may involve the use of digital assets, including stablecoins and other blockchain-based instruments, as part of the underlying settlement, routing, or conversion flow. BPN does not represent or warrant that any such digital asset will maintain a stable value relative to any fiat currency or other reference asset, and shall not be liable for any loss arising from fluctuations in the value of any digital asset during the processing of a transaction. The use of such infrastructure is an operational matter that does not alter the nature of the Services as described in these Terms.

4. Use of Third-Party Service Providers

In order to deliver the Services, BPN may engage, contract with, or otherwise rely upon third-party service providers, partners, agents, financial institutions, payment networks, and intermediaries (collectively, "Third-Party Providers") for certain components of the payment flow and the delivery of the Services.

By using the Services, you acknowledge and expressly agree that parts of your transaction may be processed, routed, held, converted, or settled by one or more Third-Party Providers, and that such involvement is an inherent and necessary aspect of the Services. BPN exercises reasonable care in the selection of Third-Party Providers and requires them to meet applicable compliance standards; however, BPN does not warrant, represent, or guarantee the performance, availability, financial condition, regulatory status, or conduct of any Third-Party Provider. BPN shall not be liable for any delays, errors, losses, failures, suspensions, or other adverse outcomes arising from or attributable to the actions, omissions, insolvency, regulatory action against, or system failures of any Third-Party Provider.

You further acknowledge that Third-Party Providers may be subject to their own terms of service, privacy policies, and independent regulatory obligations, which may apply to the processing of your transactions without further notice to you. BPN reserves the right to replace, add, or remove Third-Party Providers at its sole discretion as part of its normal business and operational decisions, without any obligation to notify you of such changes.

5. User Representations and Warranties

By using the Services, you represent, warrant, and covenant to BPN, on a continuing basis throughout the duration of your use of the Services, that:

(i) all information you provide to BPN, whether during registration, identity verification, or otherwise, is accurate, complete, current, and not misleading; (ii) you are acting on your own behalf and not as an agent, representative, or nominee for any undisclosed third party; (iii) all funds used in connection with the Services are derived from lawful sources and are not the proceeds of any criminal activity; (iv) you are not subject to any legal, regulatory, or contractual restriction that would prevent you from entering into or performing your obligations under these Terms; (v) your use of the Services will not violate any applicable law, regulation, court order, or contractual obligation binding upon you; and (vi) you have independently assessed the suitability of the Services for your purposes and have not relied on any representation by BPN in making that assessment.

You agree to promptly notify BPN in writing of any change in circumstances that would render any of the above representations or warranties inaccurate or misleading. BPN reserves the right to rely upon your representations and warranties in processing any transaction, and any loss or damage suffered by BPN as a result of a breach of these representations and warranties shall be recoverable from you.

6. User Obligations and Prohibited Use

  1. General Obligations. You agree to use the Services only for their intended purposes and in accordance with these Terms and all applicable laws and regulations. You are responsible for maintaining the confidentiality of your account credentials, including your password and any authentication factors, and for all activities that occur under your account, whether or not authorized by you. You agree to notify BPN immediately upon becoming aware of any unauthorized access to your account or any security breach affecting your credentials. BPN shall not be liable for any loss or damage arising from your failure to comply with this obligation. You agree to cooperate fully and promptly with BPN's compliance, fraud prevention, and risk management teams in connection with any request for information, documentation, or clarification relating to your account or any transaction. Failure to cooperate may result in the suspension or termination of your account and the blocking or reversal of any pending transactions, without liability to BPN.

  2. Prohibited Use You must not use the Services, directly or indirectly, for any unlawful, fraudulent, deceptive, or unauthorized purpose. Without limiting the generality of the foregoing, you must not use the Services in connection with: money laundering, terrorist financing, or any other activity in violation of applicable anti-money laundering ("AML") or counter-terrorist financing ("CTF") laws or regulations; transactions involving individuals, entities, or jurisdictions subject to applicable sanctions or trade restrictions; the circumvention of currency controls, capital controls, or tax reporting obligations; the purchase, sale, or financing of illegal goods or services; the provision of false, misleading, forged, or incomplete information during onboarding, identity verification, due diligence, or transaction reviews; the use of nominees, undisclosed third parties, shell entities, or other arrangements intended to conceal ownership, control, source of funds, source of wealth, or the true nature of any transaction; the circumvention or attempted circumvention of BPN’s compliance, sanctions, fraud prevention, transaction monitoring, or risk management controls; participation in fraudulent schemes, scams, deceptive practices, or unauthorised financial services activities; or any conduct that would cause BPN to violate its regulatory obligations under the laws of any applicable jurisdiction. BPN reserves the right, at its sole discretion and without prior notice or liability to you, to suspend or permanently terminate your access to the Services, block or reverse any transaction, freeze any funds held on your behalf, and report your activity and identity to any relevant regulatory authority, law enforcement body, or financial intelligence unit, in any case where BPN has reasonable grounds to suspect a violation of these Terms or applicable law, or where BPN is required to do so by a competent authority.

7. Identity Verification and Regulatory Compliance

BPN is subject to anti-money laundering, counter-terrorist financing, and other financial crime prevention obligations under the laws and regulations of the jurisdictions in which it operates. As a consequence of these obligations, BPN is required by law to verify the identity of its users, to conduct ongoing monitoring of transactions, and to report certain transactions and suspicious activities to the relevant competent authorities. Compliance with these obligations is a fundamental and non-negotiable condition of BPN's ability to provide the Services.

As a condition of accessing and using the Services, you agree to submit to BPN's identity verification procedures, which may include, without limitation, the provision of government-issued identification documents, proof of address where required, corporate formation and registration documents, information relating to directors, authorised representatives and beneficial owners, source of funds and source of wealth information where appropriate, and such other information or documentation as BPN may reasonably require from time to time. BPN may engage third-party identity verification and screening services to assist in fulfilling its compliance obligations.

BPN may conduct customer due diligence, enhanced due diligence, sanctions screening, politically exposed person screening, adverse media screening, and ongoing reviews of customer information throughout the duration of the business relationship. Users agree to provide updated information and documentation upon request and to notify BPN of any material changes to their ownership, control structure, business activities, authorised representatives, or other information previously provided to BPN.

You acknowledge that BPN is required to conduct ongoing monitoring of your transactions and may, at any time and without prior notice, request additional information or documentation to support the continued use of your account. BPN may place a hold on any transaction pending the completion of a compliance review. BPN shall not be liable for any loss, delay, or inconvenience caused by the exercise of its compliance obligations.

You further acknowledge that BPN may be legally required to report certain transactions to competent regulatory authorities, including but not limited to reports relating to large value transfers, electronic funds transfers meeting applicable thresholds, and suspicious transactions, without prior notification to you. BPN may also be required to disclose your information to law enforcement agencies, regulatory bodies, or other governmental authorities pursuant to a court order, lawful demand, or applicable statutory obligation. Such disclosures shall not constitute a breach of BPN's obligations under these Terms or under any applicable privacy legislation.

BPN reserves the right to decline any transaction, suspend your account, or permanently terminate your access to the Services if you fail to satisfy BPN's compliance requirements, or if BPN determines, in its sole discretion, that processing a transaction or maintaining your account would expose BPN to unacceptable regulatory, legal, or reputational risk. BPN shall not incur any liability to you in connection with any such decision.

8. Fees, Exchange Rates, and Charges

BPN charges fees for the use of its Services. The applicable fees will be disclosed to you prior to the execution of any transaction, and by confirming and submitting a transaction you agree to pay all applicable fees. Fees are subject to change at any time, and updated fee schedules will be published on the BPN website. Changes to fees will apply to transactions initiated after the effective date of such changes.

Where your transaction involves a foreign exchange conversion, the exchange rate applied will be determined by BPN at the time of processing and will be disclosed to you prior to execution. The exchange rate offered by BPN may differ from interbank or mid-market rates, and BPN may earn a margin on foreign exchange conversions in addition to any stated fees. You acknowledge that exchange rates fluctuate and that the rate available at the time of your transaction may differ from rates available at other times. Once a foreign exchange conversion has been executed, it cannot be reversed solely on the basis of subsequent exchange rate movements.

In addition to BPN's fees, you may be subject to fees charged by your sending financial institution, receiving financial institution, or any Third-Party Provider involved in the transaction. BPN has no control over and is not responsible for any fees charged by third parties.

9. Transaction Processing, Settlement, and Cancellation

  1. Processing and Settlement. Upon submission of a payment instruction, BPN will use commercially reasonable efforts to process your transaction in a timely manner. However, all processing times communicated by BPN are estimates only and are not guaranteed. Actual processing times may be affected by a variety of factors beyond BPN's control, including but not limited to the operating hours and processing times of financial institutions and payment networks involved in the transaction, compliance review requirements, public holidays and non-business days in the relevant jurisdictions, system outages or maintenance periods affecting BPN or any Third-Party Provider, and any regulatory, legal, or operational restriction applicable to the transaction or to any party involved in the payment flow.

  2. Cancellation Policy. You acknowledge that once a transaction has been submitted and accepted for processing by BPN, it may not be possible to cancel or reverse the transaction. BPN will use reasonable efforts to accommodate cancellation requests received before a transaction has been irrevocably committed for processing, but BPN makes no representation or warranty that any cancellation request will be honored. In the event that a transaction cannot be cancelled, BPN shall not be liable for any resulting loss or inconvenience.

  3. User Responsibility for Transaction Accuracy. You are solely responsible for the accuracy of all information provided in connection with any transaction, including but not limited to recipient account details, routing information, amounts, currency, and any other transaction details. BPN is not obliged to verify the accuracy of such information and shall not be liable for any loss, misdirection of funds, or failed delivery arising from incorrect or incomplete information provided by you. In the event that funds are transferred to an unintended recipient as a result of an error on your part, BPN will use reasonable efforts to assist in recovering such funds but makes no representation or warranty that recovery will be possible, and any costs associated with attempted recovery may be borne by you.

  4. Failed or Rejected Transactions. BPN does not guarantee the return of funds in connection with any failed, rejected, cancelled, or reversed transaction. Any return of funds by BPN is made at BPN's sole discretion and is subject to applicable compliance reviews, regulatory requirements, and any legal hold or obligation affecting the relevant funds. BPN shall not be liable for any loss arising from its decision not to return funds, or for any delay in doing so, where such decision or delay is attributable to compliance obligations, regulatory requirements, or factors beyond BPN's reasonable control. Fees incurred in connection with a transaction that fails to complete are non-refundable unless BPN determines otherwise in its sole discretion.

10. Suspension, Termination, and Fund Retention

  1. Suspension and Termination by BPN. BPN reserves the right to suspend, restrict, or permanently terminate your access to the Services at any time, with or without notice, for any reason or no reason, including but not limited to: your actual or suspected breach of these Terms; your failure to cooperate with BPN's compliance or verification requirements; BPN's reasonable suspicion that your account or any transaction is connected to fraud, money laundering, terrorist financing, sanctions violations, or any other unlawful activity; a regulatory requirement or instruction from a competent authority; or BPN's business decision to discontinue offering the Services in your jurisdiction or to a particular category of users; or where BPN reasonably determines that continuing to provide the Services would expose BPN, its partners, financial institutions, or service providers to unacceptable legal, regulatory, financial crime, operational, reputational, or commercial risk.

  2. Fund Retention During Investigations. Upon termination of your account, BPN will, subject to any applicable legal hold, compliance review, or regulatory requirement, make reasonable efforts to return any funds held on your behalf. However, BPN reserves the right to retain funds for such period as may be reasonably necessary to complete any compliance review, fraud investigation, sanctions review, dispute investigation, chargeback process, law enforcement enquiry, regulatory request, legal proceeding, or other review required to satisfy BPN’s legal, regulatory, contractual, or risk management obligations, satisfy any legal obligation, or comply with any applicable legal hold or court order. BPN shall not be liable for any loss of opportunity or financial loss arising from the retention of funds during such period.

  3. Termination by User. You may terminate your account at any time by providing written notice to BPN. Termination of your account does not relieve you of any obligation to pay fees or charges incurred prior to the effective date of termination, nor does it affect any rights or obligations that have accrued prior to termination.

11. Force Majeure

BPN shall not be liable to you for any failure or delay in the performance of its obligations under these Terms to the extent that such failure or delay is caused by events or circumstances beyond BPN's reasonable control, including but not limited to acts of God, natural disasters, pandemics or epidemics, acts of war, terrorism or civil unrest, actions of governmental or regulatory authorities, changes in applicable law or regulation, power outages, telecommunications or internet failures, cyberattacks, the failure or insolvency of any financial institution, payment network, or Third-Party Provider, or any other event of force majeure (each, a "Force Majeure Event").

In the event of a Force Majeure Event, BPN will use commercially reasonable efforts to notify you of the nature and expected duration of the disruption and to resume normal operations as promptly as practicable. The occurrence of a Force Majeure Event shall not entitle you to cancel any transaction or claim any compensation from BPN.

12. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless BPN, its parent company, subsidiaries, affiliates, directors, officers, employees, agents, successors, and assigns (collectively, "BPN Parties") from and against any and all claims, actions, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to: (i) your use of or access to the Services; (ii) your breach of these Terms or any representation, warranty, or obligation contained herein; (iii) your violation of any applicable law, regulation, or third-party right, including any intellectual property right; (iv) any fraudulent, negligent, or intentional misconduct on your part; or (v) any transaction you initiate or attempt to initiate through the Services.

BPN reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate fully with BPN's defense of such matter. You agree not to settle any such matter without BPN's prior written consent.

13. Limitation of Liability and Disclaimer of Warranties

  1. Exclusion of Consequential Damages. To the maximum extent permitted by applicable law, the BPN Parties shall not be liable to you or to any third party for any indirect, incidental, special, consequential, punitive, or exemplary damages of any kind, including but not limited to loss of profits, loss of revenue, loss of data, loss of goodwill, or loss of business opportunity, arising out of or related to your use of or inability to use the Services, regardless of the form of action and regardless of whether BPN has been advised of the possibility of such damages.

  2. Specific Exclusions. Without limiting the generality of the foregoing, BPN shall not be liable for any loss or damage arising from: delays, failures, errors, or interruptions in the Services caused by factors beyond BPN's reasonable control; the actions, omissions, insolvency, or system failures of any Third-Party Provider; the suspension, blocking, reversal, or reporting of any transaction in compliance with BPN's legal obligations; changes in exchange rates or asset values between the initiation and completion or return of a transaction; or unauthorized access to your account resulting from your failure to maintain the confidentiality of your credentials.

  3. Aggregate Liability Cap. Notwithstanding the foregoing, in no event shall BPN's total aggregate liability to you for all claims arising out of or related to these Terms or the Services, whether in contract, tort, or otherwise, exceed the total fees actually paid by you to BPN in the three (3) calendar months immediately preceding the event giving rise to the claim. This limitation shall apply even if any limited remedy set out in these Terms is found to have failed of its essential purpose. Nothing in these Terms shall exclude or limit BPN's liability for fraud, willful misconduct, or gross negligence to the extent that applicable law prohibits such exclusion.

  4. Disclaimer of Warranties. The Services are provided on an "as is" and "as available" basis, without any representation, warranty, or condition of any kind, whether express, implied, or statutory, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, or any warranty arising from a course of dealing or usage of trade. BPN does not represent or warrant that the Services will be uninterrupted, error-free, secure, or free of viruses, malware, or other harmful components, or that any defects in the Services will be corrected. BPN makes no representation or warranty regarding the accuracy, completeness, reliability, or timeliness of any exchange rate, fee, or other information provided through the Services. Any such information is provided for informational purposes only and should not be relied upon as financial, legal, or investment advice. You acknowledge that exchange rates and transaction costs are subject to change without notice.

14. Privacy and Data Protection

BPN collects, uses, stores, and discloses personal information in accordance with its Privacy Policy, available at www.bpn.com/privacy, which is incorporated into these Terms by reference. By using the Services, you acknowledge that you have read and understood the Privacy Policy and you consent to the collection, use, and disclosure of your personal information as described therein.

You acknowledge that BPN may be required to share your personal information with Third-Party Providers involved in the processing of your transactions, as well as with regulatory authorities, law enforcement agencies, and other governmental bodies, as required by applicable law or by a court of competent jurisdiction. Such disclosures shall not constitute a violation of these Terms or of BPN's privacy obligations.

15. Intellectual Property

All intellectual property rights in and to the Services, including but not limited to the BPN website, software, trademarks, trade names, logos, designs, text, graphics, and all other content and materials made available through the Services, are the exclusive property of BPN or its licensors. Nothing in these Terms shall be construed as granting you any license, right, or interest in BPN's intellectual property, other than the limited, non-exclusive, non-transferable, revocable right to access and use the Services in accordance with these Terms.

You may not copy, reproduce, distribute, transmit, publicly display, publicly perform, modify, adapt, translate, create derivative works from, or commercially exploit any content or materials from the Services without BPN's prior written consent. Any unauthorized use of BPN's intellectual property is strictly prohibited and may give rise to claims for damages or injunctive relief.

16. Communications and Notices

  1. Consent to Electronic Communications. By accessing or using the Services, you consent to receive all notices, disclosures, agreements, statements, policies, records, and any other communications (collectively, "Communications") from BPN in electronic form, including via: (a) email; (b) the Platform; (c) dashboards or portals used in connection with onboarding or account management; (d) in-application messages or push notifications; or (e) any other method permitted under applicable law. Electronic Communications shall be deemed to satisfy any legal requirement that such Communications be in writing.

  2. Deemed Receipt. Communications delivered electronically shall be deemed received: (a) at the time of sending, when sent by email or push notification; or (b) at the time of posting, when made available through the Platform. BPN shall not be responsible for any failure by you to receive Communications due to spam filtering, email misconfiguration, or your failure to maintain accurate and up-to-date contact information.

  3. Language. BPN will provide all Communications in English. Where translations are provided for convenience, the English version shall govern and prevail in the event of any inconsistency or discrepancy between the English version and any translation.

  4. User Contact Information. You must maintain accurate and up-to-date contact information in connection with your account at all times, including: (a) a valid email address; (b) a physical or registered address where required; (c) the details of authorised contact persons, in the case of corporate or institutional users; and (d) any other information reasonably requested by BPN. BPN shall not be responsible for any loss, delay, or adverse consequence arising from your failure to maintain accurate contact information or to monitor Communications sent to you.

  5. Notices to BPN. Any notice or communication required or permitted to be given by you to BPN under these Terms must be submitted in writing to BPN at legal@bpn.com. Notices addressed to BPN shall be deemed received only upon actual acknowledgment of receipt by an authorised representative of BPN. Automated or system-generated responses shall not constitute acknowledgment of receipt for this purpose. BPN reserves the right to require verification of your identity before acting upon any notice or communication received from you.

17. Amendments to the Services and Terms

BPN reserves the right to amend these Terms at any time. Where the proposed changes materially affect your rights or obligations, BPN will use reasonable efforts to provide you with at least fourteen (14) days' prior notice by email or through a prominent notice on the BPN website before such changes take effect. For changes that are required by law, regulation, or regulatory guidance, or that are necessary to address security, fraud, or compliance risks, BPN may implement such changes immediately and without prior notice. Your continued use of the Services following the effective date of any amendment constitutes your acceptance of the revised Terms.

18. Assignment

You may not assign, transfer, delegate, or otherwise dispose of any of your rights or obligations under these Terms, whether voluntarily, by operation of law, or otherwise, without BPN's prior written consent. Any purported assignment in violation of this provision shall be null and void. BPN may assign, transfer, or novate its rights and obligations under these Terms, in whole or in part, at any time without your consent, including in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of BPN's assets. Any permitted assignee of BPN shall assume all of BPN's rights and obligations under these Terms.

19. Confidentiality

In the course of providing the Services, BPN may have access to non-public commercial, financial, or operational information relating to your business. BPN agrees to treat such information with reasonable care and not to disclose it to third parties, except as required for the provision of the Services, as required by applicable law or a competent authority, or as otherwise permitted under these Terms.

You acknowledge that BPN's platform, technology, pricing, partner network, and operational processes constitute proprietary and confidential information of BPN. You agree not to disclose, reproduce, reverse-engineer, or otherwise exploit such information without BPN's prior written consent.

The collection, use, and protection of personal data in connection with the Services is governed exclusively by BPN's Privacy Policy, available at www.bpn.com/privacy, which is incorporated into these Terms by reference.

20. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them, their subject matter, or their formation (whether contractual or non-contractual) shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law rules that would require the application of the laws of any other jurisdiction.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation. Nothing in this clause shall limit the right of either party to seek urgent interim or injunctive relief from any court of competent jurisdiction where necessary to prevent irreparable harm pending the resolution of a dispute by the English courts.

ou agree that any claim or dispute must be brought in your individual capacity and not as a plaintiff or class member in any purported class action, collective action, or representative proceeding. The courts shall have no authority to preside over any form of consolidated, representative, or class proceeding arising under these Terms.

21. General Provisions

  1. Entire Agreement. These Terms, together with BPN's Privacy Policy and any additional agreements or terms applicable to specific services or features, constitute the entire agreement between you and BPN with respect to the subject matter herein and supersede all prior or contemporaneous representations, understandings, agreements, or communications between the parties, whether written or oral, relating to such subject matter**.**

  2. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of these Terms shall continue in full force and effect. The failure of BPN to enforce any provision of these Terms shall not constitute a waiver of BPN's right to enforce such provision in the future.

  3. Waiver. No waiver by BPN of any right or provision of these Terms shall be effective unless made in writing and signed by an authorized representative of BPN. BPN's exercise of any right or remedy under these Terms shall not preclude the exercise of any other right or remedy available to BPN at law, in equity, or under these Terms.

  4. Relationship of the Parties. These Terms do not create any partnership, joint venture, employment, agency, or fiduciary relationship between you and BPN. You acknowledge that you are an independent party accessing the Services.