Terms of Use

Definitions

• "Uptex" or "Company" refers to Uptex Bank and its operating entities, Oliver Business Development SPC, a company organized under the laws of the Sultanate of Oman, and Xellar Payment Solutions Inc. , a company incorporated in Canada. These entities (and their affiliates) collectively provide the Uptex services described herein.
• "Uptex Platform" means the digital banking and brokerage platform (including mobile applications and websites) operated by Uptex through which Services are offered.
• "Services" means all products and services provided by Uptex to the User under these Terms, including but not limited to multi-currency banking accounts and payment services ("Banking Services"), investment and trading services ("Broker Services"), and money services business activities such as currency exchange and remittances ("MSB Services").
• "User" or "Client" means any individual or legal entity that registers for or uses any of the Services provided by Uptex.
• "Account" means the account(s) opened and maintained by the User with Uptex for accessing the Services.
• "Terms" or "Agreement" refers to these Terms and Conditions, including any schedules or policies referenced or incorporated herein.
• "Applicable Law" means all laws, regulations, rules, and regulatory directives applicable to the provision or use of the Services, including Omani law (such as Royal Decree 30/2016 and regulations by the relevant Omani regulatory authorities) and Canadian law (such as the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and FINTRAC regulations), as well as any other laws in the relevant jurisdiction of the User.

Acceptance of Terms

By creating an Account or using any Uptex Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions in full. This Agreement forms a legally binding contract between you (the User) and the Company. If you do not agree with any part of these Terms, you must not use the Uptex Platform or Services.

If you are registering or using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, and "you" in this Agreement shall refer to both the individual accepting the Terms and the entity represented. You agree that your acceptance of these Terms by electronic means (including clicking "I agree" or a similar action) is as valid as a signed written contract.

Your use of the Services is also subject to all applicable policies that Uptex may publish from time to time (such as the Privacy Policy and AML/CFT Policy). By accepting these Terms, you also agree to comply with those policies. Uptex reserves the right to modify these Terms as described in the Amendments section below.

Regulatory Disclosure

Uptex is a regulated financial services provider operating under the laws of Oman and Canada. The following disclosures outline the regulatory status of our entities and services:

Oman: Uptex (through Oliver Business Development SPC) is licensed and regulated by the Omani authorities. Specifically, Uptex holds an Electronic Banking Services License (No. L3332693), authorizing the provision of digital banking services (including multi-currency accounts, international payments, and borderless transactions). Uptex also holds an Administration of Financial Markets License (No. L3330925), authorizing securities brokerage, investment, and trading services (including Contracts for Difference "CFDs" and other financial instruments). Accordingly, Uptex is subject to the laws and regulations of the Sultanate of Oman, including Royal Decree 30/2016 (the Law on Combating Money Laundering and Terrorism Financing) and all directives of the relevant Omani regulatory authorities.

Canada: Uptex operates in Canada through Xellar Payment Solutions Inc., which is registered as a Money Services Business (MSB) with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) under registration number C10000905. This registration (valid until February 29, 2028, subject to renewal) permits Uptex to conduct MSB activities such as foreign exchange dealing, money transfers, and dealing in virtual currency under Canadian law. Xellar Payment Solutions Inc. complies with Canadian federal regulations, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and associated regulations, and is subject to ongoing oversight by FINTRAC.

Uptex and its affiliated entities maintain strict compliance with all regulatory requirements in the jurisdictions where we operate. We adhere to robust anti-money laundering (AML), counter-terrorism financing (CFT), and customer protection standards. Users should be aware that while Uptex provides "digital banking" and brokerage services, it may not be a licensed deposit-taking bank in certain jurisdictions. For example, in Canada, Uptex (via Xellar) is an MSB and not a chartered bank, meaning funds held in Uptex accounts are not covered by Canada Deposit Insurance Corporation (CDIC) insurance. Similarly, in Oman, Uptex's electronic banking license allows it to offer banking-like services, but deposits may not fall under any government deposit guarantee scheme. Uptex safeguards client funds through regulated financial institutions and follows applicable client asset protection rules, but no additional insurance or guarantee is provided beyond what is mandated by law.

By using the Services, you acknowledge these regulatory disclosures and agree that your relationship with Uptex is governed by the appropriate regulatory framework as determined by your onboarding entity and the nature of the services you use.

Services Provided (Banking, Broker, MSB)

Uptex offers a range of financial services through its Platform. Depending on your location and the Uptex entity you are dealing with, certain services may be provided by the Omani entity (Oliver Business Development SPC) or the Canadian entity (Xellar Payment Solutions Inc.). The Services include:

Banking Services

Uptex's Banking Services allow Users to open and maintain multi-currency accounts and perform digital banking transactions. These services may include the ability to:

• Multi-Currency Accounts: Deposit, hold, and withdraw funds in multiple currencies (for example, OMR, AED, USD, EUR, CAD, GBP and other supported currencies). Users can manage funds across borders with a single platform, facilitating borderless banking.
• Payments & Transfers: Make domestic and international payments and transfers, including cross-border transactions with transparent, competitive foreign exchange rates. Uptex enables low-cost international transfers by utilizing local payment rails and partnerships to reduce intermediary fees.
• Local Banking Details: Access local banking details or partner banking networks in certain jurisdictions to facilitate "local" transfers (for example, a European IBAN for SEPA transfers through Narvi, our EU Banking-as-a-Service partner providing EUR SEPA and USD SWIFT access for EU/UK clients, or local account/routing numbers in North America) so that you can send or receive funds as if you had a local bank account in those markets.
• Cards and Other Features: Utilize additional features such as debit or prepaid payment cards, electronic wallets, direct debits, and bill payments (if and when provided by Uptex). Such features allow convenient access to funds (e.g., withdrawing cash at ATMs or making purchases) and integration with everyday financial activities.
• Account Management: Manage personal and business finances through the Uptex Platform, which provides real-time account information, transaction history, financial reporting tools, and other functionalities like budgeting or spending analytics (if offered). Both individual and corporate Users can benefit from these tools to oversee their accounts efficiently.

Banking Services are provided in compliance with Uptex's licensing in Oman. Users acknowledge that while Uptex provides banking-like functionality, it operates as an electronic banking service provider; interest may not be paid on balances unless explicitly stated, and funds should be used for transactional purposes in accordance with these Terms. The Banking Services do not imply that Uptex is a chartered bank in any jurisdiction (see Regulatory Disclosure above for details on protections and limitations).

Broker Services (Trading & Investment)

Uptex's Broker Services (sometimes referred to as "Uptex Broker" ) enable Users to invest and trade in a variety of financial instruments. Subject to eligibility and compliance with all onboarding requirements, Users may be given access to:

• Securities Trading: Buying and selling stocks, exchange-traded funds (ETFs), or other equity and debt securities through the Uptex Platform. Trades may be executed via our licensed brokerage infrastructure in Oman or through third-party broker partners under applicable regulations. Users can place market or limit orders and access major international markets as permitted. All securities trading is conducted under the oversight of the relevant Omani regulatory authorities and in accordance with local laws where trading occurs.
• Derivatives and CFD Trading: Accessing Contracts for Difference (CFDs) and other derivative products that allow Users to gain exposure to underlying assets (such as stock indices, commodities, or other financial instruments) without owning them directly. These products may include leveraged trading, where Uptex offers margin accounts to qualified Users. Leverage amplifies risk: a small market movement can result in large losses or gains (see Risk Disclosures section). Uptex offers CFD trading under its Administration of Financial Markets license, and may also utilize its partnerships (including with GCEX for VARA and MiCA regulated crypto and trading services) (e.g., with regulated firms in other jurisdictions) to facilitate these trades. CFD and derivative trading may not be available to Users in certain jurisdictions based on regulatory restrictions.
• Foreign Exchange (FX) Trading: The ability to trade currency pairs on the Uptex Platform, enabling Users to speculate on or hedge movements in exchange rates. FX trading could be offered on a spot basis or through instruments that behave similarly to margin FX trades. This service allows Users to take positions in major and minor currency pairs and benefit from real-time quotes. FX trading services are provided under Uptex's brokerage permissions and, where applicable, through its MSB capacity for currency dealing.
• Investment Accounts and Portfolios: The option to hold assets in an investment account or portfolio with Uptex. This could include custody of purchased securities, participation in managed investment plans, or access to fixed-income or fund products. For example, Uptex might offer certain curated portfolios or allow Users to subscribe to offerings like mutual funds, bonds, or sukuk (in compliance with local regulations). Any specific terms for such investment products will be provided separately (e.g., fund prospectus or product terms), and Users must agree to those before investing.
• Digital Asset Exposure: If applicable, Uptex may offer Users exposure to digital assets (such as cryptocurrencies or other virtual assets). This could occur through various means: direct trading of cryptocurrencies (buying/selling), holding crypto asset balances, or through derivative products and ETFs that track digital assets. Such services will only be offered in compliance with applicable law - for instance, in jurisdictions where Uptex operates as an MSB (Canada), dealing in virtual currency is regulated under FINTRAC. For VARA (Dubai) and MiCA (EU) regulated services, Uptex operates through its GCEX Partnership. Users interested in digital asset services may be required to agree to additional terms (e.g., a cryptocurrency risk disclosure or user agreement) and must comply with all AML/CFT requirements when transacting in digital assets. Digital asset markets are highly volatile and largely unregulated in many regions, so these offerings, if provided, are done on an "at your own risk" basis (see Risk Disclosures for more information on digital asset risks).

All Broker Services are provided under Uptex's regulatory licenses and partnerships. When using the trading features, you agree to abide by any trading rules we impose (such as trading hours, order size limits, margin requirements, etc.). Uptex reserves the right to decline or cancel any trade orders that violate these Terms or applicable law (for example, orders that appear to manipulate the market or exploit technical glitches). Important: Uptex does not provide investment advice or portfolio management unless explicitly stated in a separate agreement. Any investment decisions you make using the Broker Services are solely your responsibility.

MSB Services (Payments and Currency Exchange)

As a registered Money Services Business in Canada, Uptex (through Xellar Payment Solutions Inc.) provides certain payment and remittance services, which may include:

• Currency Exchange: Conversion of one currency to another at competitive rates. Uptex may offer currency exchange between supported currencies within your Account, allowing you to seamlessly convert and hold different currencies. Exchange rates are determined by Uptex at the time of conversion and will include a spread or margin (which is a source of revenue for Uptex). The applicable rate will be disclosed or made available to you before you confirm a conversion.
• International Remittances and Transfers: Enabling Users to send and receive money internationally through the Platform. For example, you may instruct Uptex to send funds from your multi-currency account to a beneficiary's bank account abroad. Uptex will execute such transfers using banking partners, SWIFT or other payment networks, or local clearing systems, as appropriate. Transfer times can vary and additional information may be required for certain destinations (Uptex will notify you if so). All transfers are subject to anti-fraud and AML checks. You are responsible for the accuracy of the recipient details you provide (Uptex will not be liable for funds sent to the wrong account if the instructions were incorrect).
• Virtual Currency Transactions: Where permitted by law and under our MSB registration, Uptex may facilitate certain virtual currency transactions. This could include letting Users buy or sell cryptocurrencies using fiat funds in their Uptex account, or send/receive supported cryptocurrencies through the Uptex Platform. Any such feature will be subject to strict KYC/AML controls and may have additional limitations (for example, daily volume caps, or only certain cryptocurrencies allowed). Users will be informed of any additional terms or fees for virtual currency services, and by using those services you agree to comply with all applicable laws (including declaring and paying any taxes arising from crypto transactions, if applicable in your jurisdiction).
• Other Payment Services: Uptex may introduce additional MSB-related services such as bill payments, domestic money transfers, mobile wallet top-ups, merchant payment processing, or peer-to-peer transfers between Uptex users. Each of these services, if offered, will be described on the Platform and may have specific rules or limits. For example, a peer-to-peer transfer service might only be allowed for personal, non-commercial use between known contacts. Uptex reserves the right to limit the amount or frequency of certain transactions for security or regulatory reasons.

All MSB Services are delivered in compliance with Canadian law and any other local laws applicable to the transaction. Uptex may refuse, delay, or cancel any payment or exchange transaction if we suspect it violates these Terms or any law (for example, if it might involve sanctioned parties or fraudulent activity). Funds involved in MSB Services (like remittances or currency exchanges) may pass through intermediary financial institutions, and Uptex does not guarantee the speed or success of transfers that depend on third-party systems-though we will use commercially reasonable efforts to complete your transactions promptly. Fees for MSB Services (if not explicitly stated in Fees and Charges) will be disclosed before you confirm a transaction (e.g., a transfer fee or an exchange fee).

Service Availability: Not all Services may be available to all Users. Geographic or regulatory restrictions may apply. Uptex, in its sole discretion or as required by law, may limit or discontinue certain Services for certain regions or users. We may also introduce new services or discontinue existing services as our business evolves. Uptex will inform affected Users of any material changes in service availability, typically via the Platform or email. It is your responsibility to use only those Services that are legally available to you in your home jurisdiction. If you are unsure whether a particular service is available or legal in your location, please contact Uptex support for clarification.

Account Eligibility and Onboarding

Uptex's Services are intended for Users who meet the following eligibility criteria. By opening an Account, you represent and warrant that:

• Legal Age and Capacity: You are at least 18 years of age (or the age of majority in your country of residence, if higher) and you have the full legal capacity to enter into this Agreement.
• Legal Entity Representation: If you are signing up on behalf of a legal entity (such as a company, partnership, or other organization), that entity is duly organized and validly existing under the laws of its jurisdiction of formation, and you are authorized by the entity to enter into this Agreement and to bind the entity to all obligations in these Terms.
• Location and Sanctions: You are not a resident or citizen of any country or region that is embargoed, sanctioned, or otherwise prohibited from receiving the Services under the laws of Oman, Canada, or any other applicable jurisdiction. Uptex may restrict or prohibit the use of the Services in certain jurisdictions as required by law or internal policy. (For example, if you are in a country subject to United Nations sanctions or other trade restrictions, or any country that Uptex has identified as high-risk or not supported, you are not eligible to use the Services.) You also represent that you are not on any official sanctions or watch list (such as lists maintained by the United Nations, OFAC (USA), the EU, the Canadian government, or the Omani authorities).
• Previous Account Status: You have not previously been suspended, terminated, or otherwise denied access to Uptex's Services. If you had a prior Account with Uptex that was closed due to a violation of these Terms or any law, you are not eligible to create a new Account without explicit permission from Uptex. Similarly, you are not acting on behalf of someone else who is restricted from using the Services.
• Personal Use and Proper Purpose: You will use the Services only for your own personal or legitimate business purposes, and not on behalf of any third party unless expressly permitted (e.g., as an intermediary with Uptex's consent or as an official representative of a business account). You will not share access to your Account or your login credentials with unauthorized persons. If you are using a corporate account with multiple authorized users, each must be approved by Uptex and use their own credentials.

As part of the onboarding process, you agree to provide truthful, current, and complete information about yourself (and/or your business, if applicable) as requested by Uptex. This includes, but is not limited to: your full legal name, residential address or principal business address, contact information (phone number, email), date of birth (for individuals) or date of incorporation/registration (for entities), identification numbers (such as national ID or passport number for individuals; registration or tax ID for businesses), and any documents required to verify the provided information (such as a copy of your passport or ID, proof of address like a utility bill, certificate of incorporation, memorandum and articles of association, board resolution, etc.). You also agree to promptly update such information if it changes, so that your details remain accurate and up-to-date at all times. Uptex may periodically require you to re-confirm or update your information as part of routine due diligence or compliance reviews.

Uptex reserves the right to approve or reject Account applications at its sole discretion. We may decline to open an account for any applicant for any reason (except as prohibited by law), including if we suspect the information provided is inaccurate or if opening the account would violate our internal risk policies. We may also request additional information or documentation during the onboarding process or at any time thereafter as part of ongoing customer due diligence (see AML/CFT and Compliance Obligations section). Account opening and access to certain Services may be delayed until all requested information is provided and verified. By applying for an Account, you acknowledge that no Services will be provided until the onboarding and verification process is complete and Uptex has approved your application.

Once your Account is approved and opened, you are responsible for maintaining the security of your login credentials (username, password, two-factor authentication devices or codes, and any other security feature). Do not share your password or security codes with anyone. Uptex will never ask you for your password via email, phone, or messaging outside the secure login process. Any instruction or activity logged from your Account (such as a transaction or profile change) will be treated as authorized by you. If you suspect that your Account has been compromised or accessed without authorization, you must notify Uptex immediately. We may need to suspend or freeze the Account to prevent further unauthorized activity while we investigate the issue. You may be held responsible for losses arising from failure to secure your account access information.

For corporate or institutional accounts with multiple authorized users, each authorized representative should have their own login (if provided by Uptex) and must adhere to security procedures. The account owner (the legal entity) is responsible for all actions taken by its authorized users. If an authorized user's status changes (for example, they leave your company or should no longer have access), you must inform Uptex promptly so we can revoke their access.

By onboarding with Uptex, you also consent to any background checks or credit checks that may be necessary under applicable law or our internal policies. For instance, Uptex might verify your identity information against government databases, credit bureaus, or use third-party verification services to confirm there are no fraud or sanctions concerns. All personal data collected during onboarding will be processed in accordance with our Privacy Policy and applicable data protection laws.

AML/CFT and Compliance Obligations

Uptex is committed to preventing money laundering, terrorist financing, fraud, and other illicit activities, and to complying with all applicable anti-money laundering and countering the financing of terrorism (AML/CFT) laws in the jurisdictions where we operate. These laws include, without limitation, Omani AML/CFT law (Royal Decree 30/2016 and its implementing regulations) and Canadian AML laws and regulations enforced by FINTRAC, as well as relevant United Nations Security Council resolutions and other international sanctions regimes.

Our Responsibilities: Uptex has implemented a comprehensive compliance program designed to meet or exceed these legal requirements. This program includes, among other measures:

• Customer Identification and Verification (KYC): We will verify the identity of all Users at onboarding and, as necessary, on an ongoing basis. This may involve collecting identification documents and information as described in the Onboarding section, and using independent sources to confirm their validity. We may also identify beneficial owners of accounts (for corporate clients) and screen Users against sanctions and politically exposed persons (PEP) lists.
• Risk Assessment and Ongoing Monitoring: We assess the risk profile of each User (considering factors like country of residence, nature of business, transaction patterns, etc.) and apply appropriate monitoring. Transactions carried out through Uptex may be monitored in real-time or retrospectively for unusual or high-risk patterns. Large transactions or patterns that deviate from your normal activity may trigger alerts for further review.
• Record-Keeping: In accordance with Omani and Canadian regulations, Uptex maintains detailed records of transactions, customer identification information, and communications for a minimum period (often 5 to 10 years, depending on the jurisdiction and type of record). These records may be shared with regulatory authorities upon request or during examinations.
• Reporting: Uptex is legally required to report certain information to regulators and financial intelligence units. For example, in Canada, we must file Large Cash Transaction Reports, Electronic Funds Transfer Reports, and Suspicious Transaction Reports with FINTRAC when thresholds are met or suspicion is formed. In Oman, suspicious activity is reported to the National Centre for Financial Information (NCFI). We may also have to report on holdings or transfers of virtual assets if required by law. These reports can be filed without notifying the User involved (indeed, the law often prohibits notifying you, as explained below).
• Sanctions Compliance: Uptex will adhere to all applicable sanctions laws. This means we do not do business with individuals, entities, or countries that are subject to comprehensive sanctions (e.g., we will block transactions to/from persons on the UN Security Council sanctions list, OFAC SDN list, EU/UK sanctions lists, etc.). If we discover that a User is a sanctioned person or is connected to a sanctioned jurisdiction, we are obligated to freeze any assets and report the matter to the relevant authorities.
• Training and Auditing: Our staff are trained in AML/CFT responsibilities, and our program is regularly audited (both internally and by regulators) to ensure its effectiveness.

User Obligations: By using our Services, you agree to comply with all applicable AML/CFT requirements and to assist Uptex in fulfilling its compliance obligations. This includes, but is not limited to, the following:

• Truthful Information: You must provide true, accurate, and complete information and documents during onboarding and whenever requested thereafter. You certify that all ID documents, proofs of address, corporate documents, and any other materials you provide are genuine and have not been forged or tampered with. If any of the information you provided changes (for instance, you change your legal name, move to a new address, change citizenship, or if a corporate user undergoes a change in ownership or control), you agree to promptly notify Uptex and provide updated documentation.
• Source of Funds/Wealth: If asked, you will provide information about the source of the money or assets you use in connection with Uptex, as well as the overall source of your wealth. This could include details on your occupation, your business activities, the origin of particular deposits, or how you acquired certain assets. You confirm that no funds or assets used on the Uptex Platform are the proceeds of crime, corruption, tax evasion, or any other unlawful activity.
• Lawful Use of Services: You will not use your Uptex Account or any Service for any unlawful or prohibited purpose. This means you will not engage in activities such as money laundering, terrorist financing, sanctions evasion, fraud, gambling operations (unless legally licensed and permitted), pornography or exploitation, the sale of illicit goods or substances, or any other activity that would violate law or regulatory guidelines. Uptex maintains an internal list of prohibited activities; if you are found to be engaging in them, your account may be immediately terminated.
• No Circumvention: You will not attempt to circumvent any security or monitoring procedures. For example, you will not try to structure transactions (break them into smaller amounts) to avoid reporting thresholds, and you will not use the Platform in a way to hide the identity of the real beneficiary of a transaction (no "smurfing" or acting as a front person). If you are transacting on behalf of another person (which generally is not allowed unless explicitly agreed), you must disclose this to Uptex and provide information on that person as requested.
• Cooperation: You agree to cooperate with any compliance-related requests from Uptex. This includes promptly responding to inquiries about transactions (e.g., providing an invoice or explanation for a large transfer), undergoing enhanced due diligence when required (such as a video verification call or providing additional references), and generally assisting Uptex in any investigation into potential violations of these Terms or law. Your failure to respond to our compliance inquiries within a reasonable time may lead to account suspension.
• No Tipping-Off: If you are aware of an ongoing investigation or if Uptex or authorities contact you for information, you agree not to notify the subject of the investigation (if it's someone else) or take any action that could impede the inquiry. "Tipping off" (informing a person that they are being investigated for AML/CFT) is a criminal offense in many jurisdictions. You acknowledge that Uptex may be restricted from informing you about certain actions we take (such as filing a suspicious activity report or freezing funds at the direction of authorities).

Uptex reserves the right to suspend or terminate any Account that, in our sole discretion, appears to be in violation of AML/CFT laws or our internal policies, or that fails to provide requested information. During such suspension, you may not be able to withdraw funds or execute transactions until the issue is resolved. In certain scenarios, we may also block specific transactions (for example, prevent a transfer to a particular party) if we have reason to believe it's suspicious or related to illicit activity.

All compliance measures taken by Uptex, including the above actions, are part of our effort to maintain a safe and legally compliant platform. Uptex shall not be liable for any losses or inconveniences resulting from our compliance measures (such as a delay in processing a transaction or an account freeze), as we are obligated to follow the law. By using Uptex, you acknowledge the importance of these measures and consent to Uptex taking actions described in this section.

If you have any questions about our AML/CFT requirements or why we are requesting certain information, you may contact us for clarification. However, please understand that we may be limited in what we can divulge about our internal processes, and we cannot "ignore" or make exceptions to legal requirements.

Fees and Charges

Using Uptex Services may incur fees, commissions, or other charges. You agree to pay all applicable fees as communicated to you through the Uptex Platform or as set forth in Uptex's fee schedule (which may be provided on our website or app, or in a separate pricing document). Uptex's fees may include, for example:

• Account Fees: Fees related to maintaining your account, such as monthly or annual subscription fees for certain account tiers or services (if applicable). Some basic account types might have no monthly fee, while premium account plans or corporate accounts might carry maintenance fees or minimum balance requirements to waive fees.
• Transaction Fees: Charges for specific transactions, such as outbound international transfers, incoming wire transfers, ATM withdrawals (if a card is provided), or internal transfers beyond a certain monthly free quota. For instance, Uptex might allow a certain number of free transfers per month and then charge a fixed fee per transfer thereafter. We will inform you of any transaction fee before you confirm the transaction.
• Currency Conversion Charges: When you convert money from one currency to another within the Platform (or when a transaction involves a currency conversion, such as funding your account in one currency and spending in another), Uptex will apply an exchange rate that includes a margin or spread. This is effectively a fee built into the conversion rate. The difference between the rate we offer you and the mid-market rate is our fee for the conversion. We strive to offer competitive FX rates (e.g., starting from a 0.2% spread over interbank rates for major currencies, as an illustration), but rates can vary based on market conditions and the currencies involved. The applicable rate will be shown to you at the time of the conversion.
• Trading Commissions and Spreads: For Broker Services, we may charge commissions on executed trades (e.g., a percentage of the trade value or a flat fee per trade for stocks). In markets like CFDs or forex, rather than an explicit commission, we often earn through the "spread" - the difference between the buy price and sell price quoted to you. Additionally, if you hold leveraged positions overnight, you might incur overnight financing fees (sometimes called swap rates or rollover fees) which reflect the cost of funding your leveraged position. All such fees associated with trading will either be disclosed in a product schedule or built into the pricing you see (we aim to make it transparent which fees apply).
• Other Service Charges: Any other ancillary services may have fees. For instance, if Uptex issues a physical debit card, there could be a card issuance fee or an annual card fee. Replacing a lost card might incur a fee. If you request a paper statement or a special certification of account, a processing fee might apply. If we facilitate a special service like a payment investigation or recall (tracing a transfer you initiated, or attempting to cancel it at your request), we might pass on any third-party costs to you. These miscellaneous fees will be outlined in the relevant section of the fee schedule or communicated by support when you request the service.

Uptex will provide information on current fees and charges through official channels. It is your responsibility to review the fee information before using a service. If you do not agree with a fee, you should refrain from completing the transaction or using that service. By completing a transaction or using a service, you are deemed to accept any associated fees.

Fees may be changed from time to time. If we introduce new fees or change existing fees (to your detriment), we will give you advance notice in accordance with the Notices section of these Terms. Typically, we will provide at least 14 days' notice of significant fee changes, unless a shorter period is required due to immediate regulatory changes or similar reasons. If fees are lowered or a promotional fee waiver is introduced, such changes may be effective immediately without notice (since they benefit users).

All fees are generally charged in the currency of the transaction or the currency of your account balance from which the service is provided. If you owe a fee in a currency that you do not hold with Uptex, we may deduct an equivalent amount in another currency you hold, using Uptex's prevailing exchange rate, or require you to add funds in the needed currency. You authorize Uptex to automatically deduct fees from your Account balances as they become due. For example, if there is a monthly account fee, you agree that we may debit your account on a set day each month for the fee. If a trading commission is due, you agree it may be deducted from your trade proceeds or the balance you hold with us.

In cases where your Account balance becomes negative (e.g., due to fees, chargebacks, or trading losses that exceed your deposit), you agree to repay the negative balance immediately upon notice. Uptex may set off the negative amount from other accounts or balances you hold with us, or seek reimbursement via any payment methods you have linked to Uptex. We also reserve the right to charge interest on any negative balance or overdue amount at a reasonable rate (for example, a certain percentage above the prevailing central bank rate or market interest rate) as allowed by law, from the date the balance became negative until it is paid in full.

You are also responsible for any third-party fees that might arise in the course of using our Services. For instance, if you send a wire transfer from your Uptex account, intermediary banks might deduct fees before the money reaches the recipient (those are outside of our control). Similarly, if you add money to Uptex via credit card or an external service, your bank or card issuer might treat it as a cash advance or charge you fees. These external costs are your responsibility. We will not reimburse you for fees charged by third parties (banks, payment providers, etc.) in connection with transactions involving Uptex.

Finally, taxes: All fees we charge are exclusive of any applicable taxes (unless otherwise stated). If any value-added tax (VAT), goods and services tax (GST), sales tax, or similar indirect tax is applicable to the Services or fees, we may add that to the fees and collect it. You are solely responsible for reporting and paying any taxes that apply to your use of the Services (such as income tax on any interest or trading profits, or transaction duties). Uptex will cooperate with tax authorities and may deduct or withhold taxes from payments to you if required by law (for example, withholding tax on interest, if we ever pay interest to you).

Risk Disclosures

The financial services offered by Uptex involve various inherent risks. It is crucial that you carefully read and understand the following non-exhaustive list of risk disclosures before using our Services. By using the Platform, you acknowledge and accept these risks:

• Market Risk: Many of the products available through Uptex (such as foreign currencies, stocks, commodities, CFDs, and digital assets) are subject to market fluctuations. The value of currencies and financial instruments can rise or fall rapidly in response to economic conditions, geopolitical events, market sentiment, or issuer-specific news. There is no guarantee of profit. You may incur losses if the market price of an asset moves against your position. In extreme cases, a security or asset could lose all of its value. Past performance of any asset or market is not indicative of future results.
• Volatility of Digital Assets: If you engage in any digital asset (cryptocurrency) transactions or hold digital asset exposure via Uptex, be aware that these assets can be extremely volatile. Prices may fluctuate widely (even within minutes) and markets operate 24/7, often without regulatory oversight. Digital assets are not legal tender, generally have no intrinsic value or backing (they are not guaranteed by any government), and regulatory frameworks for them are still developing in many jurisdictions. Holding or trading crypto can result in significant losses in a short time period. Additionally, digital asset transactions might be irreversible and your digital asset holdings are typically not protected by investor compensation schemes. You should only invest in digital assets what you can afford to lose, and understand that you could lose the entire value of your digital asset holdings.
• Leverage and Margin Risk: Trading on margin or using leveraged products (such as CFDs, margin FX, or other derivatives) amplifies both potential gains and potential losses. A relatively small market movement can have a proportionally larger impact on the funds you have deposited (your margin). If the market moves against your position, you may receive a margin call requiring you to deposit additional funds on short notice to maintain your position. If you fail to meet a margin call, Uptex or its partners may liquidate some or all of your positions at a loss, and you will be responsible for any remaining deficit in your account after such liquidations. Rapid market movements may lead to your positions being liquidated at a price less favorable than the last seen price (especially in gapping or illiquid markets), which can exacerbate losses.
• Liquidity Risk: Some instruments or assets may have limited liquidity, meaning there may not be an active market or enough participants to execute your trade or withdrawal at your desired price or timeline. For example, a small-cap stock might have low trading volume, or a certain cryptocurrency might become difficult to sell if buyers disappear. In conditions of market stress, even typically liquid markets (like major currencies or large stocks) can become illiquid. Liquidity risk can result in the inability to exit a position or convert an asset to cash without significant price concessions. For Uptex banking services, liquidity risk is usually low for major currencies, but extreme events (like capital controls or bank holidays) might limit access to funds in a certain currency or country temporarily.
• Foreign Exchange Risk: If you hold funds in multiple currencies or engage in currency exchange, changes in exchange rates can affect the value of your holdings after conversion. FX rates are influenced by factors such as interest rate changes, inflation, political stability, and economic performance. Exchange rate fluctuations can be positive or negative for you: if you hold currency A and its value falls relative to currency B, then in terms of B your wealth has decreased. When you convert currencies on the Platform, the rate you get may differ from a rate you see elsewhere due to spreads or timing differences. Also, if your account or certain assets are denominated in a foreign currency, their value in your home currency will change as exchange rates change.
• Operational and Technical Risks: Uptex relies on complex systems and technologies (ours and those of partners) to provide Services. Operational risk means things can go wrong due to system failures, human errors, cyber attacks, or other disruptions. For example:
• The Platform might experience downtime or outages due to technical maintenance, software bugs, server failures, or network disruptions. During such times, you may not be able to access your account or execute transactions.
• Cybersecurity incidents (like hacking, malware, DDoS attacks) could compromise the security or functionality of the Platform. While Uptex employs security measures (encryption, firewalls, two-factor authentication, etc.) to protect the Platform and your data, no system is infallible. A security breach could result in unauthorized transactions or data exposure.
• Transactions, especially involving external banks or payment networks, may be delayed or fail due to errors or issues in those systems. A wire transfer might get lost or delayed; a card transaction might be declined due to network issues. Uptex will assist in resolving such issues, but some may be outside our direct control.
• Data synchronization or pricing feed errors: In fast-moving markets, displayed prices might lag or there could be a pricing error from a data provider. Orders might be executed at correct market prices which differ from stale on-screen quotes. We endeavor to prevent and correct such issues, but they can occur. You should be prepared for the possibility of technical difficulties and have contingency plans (for example, if you cannot access the app, try the website or vice versa; if a withdrawal is urgent, plan ahead rather than last minute). Uptex will not be liable for losses due solely to operational or technical issues beyond our reasonable control, as noted in Limitations of Liability.
• Regulatory and Legal Risks: Laws and regulations governing financial services, securities, and digital assets are subject to change. Government and regulatory bodies (in Oman, Canada, or other relevant jurisdictions) may enact rules that affect your ability to use the Services or the value of assets. For example:
• A regulator might impose leverage limits or ban certain types of trading (like crypto derivatives or high-leverage FX) which could force the closure of your positions or restrict your trading options.
• Tax laws might change, affecting the after-tax return of your investments or requiring additional reporting from you.
• Authorities could take actions against specific assets (declaring a cryptocurrency illegal, or suspending a company's traded securities) which can render assets essentially worthless or non-transferable.
• Uptex's licenses or partnerships might be affected by regulatory changes, which in worst case could require Uptex to halt certain services or wind down in a jurisdiction. While Uptex will endeavor to comply with all laws and maintain its services, these external factors can impact you. We may, with little notice, have to restrict or stop offering certain products to comply with law. In such cases, we will try to notify you and help you manage any positions or funds impacted, but you assume the risk of such regulatory changes.
• No Investment Advice or Fiduciary Duty: Uptex provides you with a platform and tools to manage your finances and invest, but does not act as your advisor or fiduciary unless explicitly agreed in writing for a specific service. Any market analysis, news, research, or commentary provided through the Platform or by our staff is for informational purposes only and is not tailored to your personal circumstances. You should not interpret any such information as a recommendation to buy, hold, or sell any asset or to use any strategy. You are responsible for your own investment decisions, and you should consider seeking advice from qualified financial or legal professionals if you have questions about your personal situation. Uptex's customer support or representatives are generally not authorized to provide investment advice. They can explain how products work or what the terms mean, but they cannot tell you what you should do. You acknowledge that you have sufficient knowledge and experience to understand the risks of the transactions you undertake, or that you will consult advisors to make sure you understand.
• Potential Conflicts of Interest: In some cases, Uptex or its partners might be on the other side of your trades (for instance, acting as a market maker for CFD trades or as the counterparty for currency exchanges). Uptex's earnings from spreads or fees means our interests might not always align with yours (e.g., if you lose on a CFD, the counterparty might gain). We manage and disclose such conflicts according to regulations, but you should be aware that trading with Uptex as a counterparty is not the same as trading on an exchange. Additionally, Uptex employees or affiliates might invest in the same markets; they must follow internal rules to avoid misuse of information, but the possibility of market impact exists.

The above risks (and others not listed) can result in financial loss, reduced accessibility to your funds, or other impacts. You should carefully consider your own financial situation and risk tolerance before engaging in any activities on the Uptex Platform. Diversifying your investments and only using funds that you can afford to lose are prudent practices. If at any point you do not understand the risks of a particular service or product, you should refrain from using it until you have obtained sufficient information or advice.

By using the Services, you confirm that you understand and accept these risks. You agree that Uptex shall not be held liable for any losses you incur related to these inherent risks, except to the extent that applicable law imposes liability and such liability cannot be disclaimed or limited (see Limitations of Liability for more details on our liability stance).

Always remain vigilant and exercise caution when managing your financial assets. Risk management is ultimately your responsibility.

Limitations of Liability

To the fullest extent permitted by applicable law, Uptex (including its operating entities Oliver Business Development SPC and Xellar Payment Solutions Inc., and all of their respective officers, directors, employees, and agents, collectively the "Uptex Parties") shall not be liable for certain losses or damages in connection with the use of the Services, as outlined below:

• Indirect or Consequential Damages: The Uptex Parties will not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages of any kind. This includes, without limitation, losses such as loss of profits, loss of expected savings, loss of business or opportunity, loss of data, loss of goodwill or reputation, or the cost of procuring substitute services. This limitation applies regardless of whether such damages were foreseeable or whether any of the Uptex Parties have been advised of the possibility of such damages. It applies to claims under any legal theory (contract, tort, negligence, strict liability, statutory or otherwise). For example, if a technical outage causes you to miss a trading opportunity and you lose money, or if a security breach results in unauthorized transactions, Uptex will not be liable for those indirect consequences or lost chances beyond what is expressly provided in these Terms.
• Direct Damages Cap: To the extent that any Uptex Party is found liable for any claim, and such liability is not excluded under these Terms or by law, the aggregate liability for all claims will be limited in amount. Specifically, the total cumulative liability of the Uptex Parties to you for any and all claims arising out of or relating to this Agreement or the Services shall not exceed the amount of fees you have paid to Uptex for the use of the Services in the six (6) months immediately preceding the event giving rise to the claim. If no fees were paid (for example, if you use only free services), Uptex's total liability shall not exceed USD \$100 (or the equivalent in your local currency). This cap includes any and all forms of damage (including direct damages that are not excluded by other provisions of this section). Each provision of this Agreement that provides for a limitation of liability is intended to and shall allocate the risks between the parties, as permitted by applicable law.
• No Warranties - "As Is" Service: Uptex provides the Services on an "as is" and "as available" basis. To the maximum extent permitted by law, Uptex disclaims any and all warranties, express or implied, regarding the Services. This includes, but is not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or that the Services will be uninterrupted, error-free, or secure. Uptex does not guarantee that the information displayed on its Platform (such as prices, exchange rates, or account balances) is always accurate, current, or error-free (though we strive to correct known issues quickly). While we take reasonable measures to provide accurate data and secure operations, you acknowledge that no financial services platform can be 100% free of errors or vulnerabilities.
• No Liability for System and External Failures: Uptex shall not be liable for any damage, loss, or injury resulting from events or circumstances beyond its reasonable control. This includes, without limitation:
• Force Majeure Events: Any natural disasters, acts of God, fires, floods, earthquakes, epidemics, pandemics, wars, civil disturbances, acts of terrorism, labor disputes, or governmental actions that disrupt the Services.
• External Network/Infrastructure Issues: Failures or malfunctions in communications lines, the internet, hardware, software, or connectivity that are not solely within Uptex's control. For example, if the data center hosting Uptex's servers experiences an outage, or if there are disruptions in the banking network (like a central bank system downtime) that delay transactions, Uptex is not liable for resultant delays or losses.
• Third-Party Service Providers: Any delay, failure, or error by a third-party service provider integrated with or used by Uptex. For instance, if an external exchange or liquidity provider fails to execute a trade, or a partner bank handling your transfer becomes insolvent or freezes transfers, Uptex isn't responsible for the consequences of those external failures (though we will make good faith efforts to help you recover funds or find alternatives as feasible).
• Security Breaches: Malicious acts by third parties (hackers, fraudsters) that compromise our systems or your account, despite reasonable security measures. Uptex invests in cybersecurity, but if a novel attack or unforeseen vulnerability is exploited, Uptex's liability is limited as per this section (unless we are found negligent in our security duties under applicable law).
• User's Responsibilities and Acknowledgments: You assume responsibility for the outcomes of your choices on the Platform. Uptex shall not be liable for losses resulting from:
• User Decisions: Any trading or investment decision made by you. You are solely responsible for assessing and understanding the risks of any transaction you undertake. If you misinterpret information on the Platform or ignore risk warnings, the resulting losses are on you.
• Unauthorized Access: If you fail to safeguard your login credentials or personal devices and someone unauthorized accesses your Account, Uptex is not responsible for losses incurred (unless there is clear evidence the breach was on our systems, not due to your negligence). For example, if you fall victim to a phishing scam or your computer is infected with malware that leads to account compromise, you will bear that loss. We encourage practices like using strong passwords and enabling two-factor authentication to mitigate this risk.
• Regulatory Actions: Any action taken by a government or regulatory authority that impacts your assets or ability to use the Platform. If, for example, a regulator freezes assets in your account or compels Uptex to withhold funds, Uptex is not liable for complying with such lawful orders.
• Taxation or Legal Compliance: Any tax obligations or legal compliance costs that arise for you from your use of the Services. Uptex makes no representations about the tax treatment of holding or trading assets via our Platform. You should seek your own tax advice; Uptex won't be liable for any tax penalties you incur.
• Third-Party Content and Links: The Platform may contain links to third-party websites or content, or provide integrations (like displaying your portfolio performance with data from an exchange, or linking to articles/news). Uptex does not endorse or assume responsibility for any third-party content, products, or services. If you follow a link to an external site or use a service not operated by Uptex, you do so at your own risk. Any dealings you have with external providers are between you and them, and Uptex isn't liable for issues arising from those dealings.
• Legal Limitations: Some jurisdictions do not allow certain exclusions or limitations of liability. If you are resident in such a jurisdiction, some of the above exclusions (like excluding implied warranties or limiting liability for consequential damages) may not fully apply to you. In such cases, our liability is limited to the maximum extent permitted by the laws of your jurisdiction. Nothing in these Terms is intended to exclude liability for (a) death or personal injury caused by negligence, (b) fraud or fraudulent misrepresentation, or (c) any other liability which may not be limited or excluded under applicable law.

You acknowledge that the Services are priced (including many free features) based on the allocation of risk set forth in this Agreement. If we were to assume greater liability, we would likely charge higher fees. By using the Platform, you agree that this distribution of risk and liability is a fair basis for the Agreement and an integral part of the bargain between you and us.

Indemnification

You agree to indemnify, defend, and hold harmless Uptex, its related entities (including Oliver Business Development SPC and Xellar Payment Solutions Inc.), and each of their respective directors, officers, employees, and agents (each an "Indemnified Party") from and against any and all claims, losses, liabilities, damages, costs, or expenses (including reasonable attorneys' fees and court costs) that any Indemnified Party incurs or suffers as a result of, or arising out of:

• Your Breach of Agreement: Your violation of any provision of these Terms or any other agreement you enter into with Uptex. For example, if you breach the AML obligations and that results in a regulatory penalty to Uptex, you must indemnify us for that penalty.
• Violation of Law: Your use of the Services in a manner that violates any applicable law, regulation, or directive. If your actions cause Uptex to be investigated or to incur fines (for instance, you use the account for fraud, and a third party sues Uptex or we get fined by a regulator), you will cover all resulting costs and damages.
• Inaccurate or Misleading Information: Any false, outdated, or misleading information or documentation provided by you (or at your direction) to Uptex. If we or others rely on incorrect information you provided and suffer losses, you are responsible.
• Third-Party Rights Violations: Your infringement or alleged infringement of any third-party's rights in connection with your use of the Services. For example, if you upload or use content on our Platform that violates someone's intellectual property rights, or if you defame someone using a communication feature on our Platform (if any), and that third party makes a claim against Uptex, you will indemnify Uptex.
• Third-Party Disputes: Any dispute between you and another user of Uptex or between you and a third-party (such as a merchant or payee you send funds to via Uptex) where Uptex is brought into the dispute. For instance, if a person alleges that a payment you sent via Uptex was unlawful or improper and includes Uptex in a lawsuit, you will bear the cost of our defense and any judgments or settlements.
• Account Misuse: Any other conduct in connection with your Account that results in damage to Uptex or others, such as intentionally introducing viruses, performing cyber attacks, using the Platform to harass or deceive others, or other misuse.

Uptex reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If we do so, you agree that you will cooperate with our defense in a reasonable way, and you will not settle the matter without our prior written consent (such consent will not be unreasonably withheld). We will use reasonable efforts to inform you of any such claim or proceeding upon becoming aware of it.

Your indemnification obligations will continue even after you cease using the Services or your account is closed. The Indemnified Parties have the right to enforce these indemnity terms on their own behalf as third-party beneficiaries if necessary.

This indemnity is intended to allocate responsibility between you and Uptex. If you use our Services in a harmful or illegal way and it causes us or others to suffer harm, you will take financial responsibility for that, to the fullest extent allowed by law.

Intellectual Property

All content, features, functionality, and technology provided through the Uptex Platform (including but not limited to the website and app design, text, graphics, software code, APIs, logos, trademarks, images, audio clips, videos, layouts, and overall look-and-feel) are the exclusive property of Uptex or its licensors and are protected by international intellectual property laws. Uptex retains all rights, title, and interest in the Platform and Services, including any intellectual property rights that are developed as we update or enhance our offerings.

Specifically, Uptex, UptexBank, the Uptex logo, and any associated brand names or slogans are trademarks or service marks of Uptex. You are not granted any right or license to use any Uptex trademarks without our prior written consent, except as necessary for you to use the Services in compliance with these Terms (for example, you may refer to "Uptex" in describing where you hold an account, but you may not misrepresent yourself as an agent or partner of Uptex).

Uptex grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform and Services for your personal use (if you are an individual) or internal business use (if you are a business customer) in accordance with these Terms. This license is for the sole purpose of enabling you to use and enjoy the Services as provided by Uptex, in the manner permitted by these Terms. No other rights or licenses are granted by implication or otherwise.

You agree that you will not, and will not allow or assist any third party to:

• Copy or Modify: Copy, reproduce, distribute, publicly perform, or publicly display any part of the Platform or its content, except as explicitly allowed by us. You also will not modify, translate, or create derivative works of any part of the Platform's software or content. (Standard use of the Platform where incidental copies are made, e.g., caching in your browser, is of course permitted.)
• Reverse Engineer: Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying trade secrets of the Platform, except to the limited extent that applicable law expressly permits such activity notwithstanding this limitation. If such law applies, you must first request the information from Uptex (we may, at our discretion, provide interface info needed for interoperability as per EU directive or similar laws).
• Misuse Trademarks: Use Uptex's name, trademark(s), logo or branding in any way that confuses others about whether you or something you create is affiliated with Uptex. For instance, you cannot name your product or service in a way that implies Uptex's endorsement or partnership without written permission.
• Scrape or Harvest Data: Employ any robot, spider, crawler, scraper, or other automated means to access the Platform or extract data (such as scraping user information, transaction data, etc.) without Uptex's express permission. This includes prohibiting the use of any automated scripts to collect information from our support knowledge base, forums, or other public sections of the site in a way that infringes on our rights or those of our users. (Public search engines may index our public web pages, as that typically falls under fair use, unless we have specifically disallowed it in our robots.txt file.)
• Infringe or Violate: Upload, post, or transmit to the Platform any content that you do not have the right to use, or that infringes the intellectual property or other rights of any third party. If the Platform allows user-generated content (e.g., a profile picture or a comment in a community forum), you must only post content that you own or have permission to post. You grant Uptex a license to use any content you do post for the purpose of displaying or distributing it on the Platform (and you promise that such use by Uptex will not infringe any third-party rights).
• Bypass Security: Attempt to bypass or circumvent any encryption, access controls, or other security measures of the Platform. This includes not trying to test the vulnerability of our systems or networks (commonly known as "penetration testing" or "hacking") without authorization.
• Use for Illegal or Unintended Purpose: Use the intellectual property of Uptex or any part of the Platform for any purpose that is unlawful or prohibited by these Terms. Also, do not use our software libraries or APIs in a way not intended (e.g., using private API endpoints or creating a third-party service that abuses our system).

Any software that may be downloaded from or used via the Platform is licensed (not sold) to you by Uptex for your use only under these Terms. Such software may include third-party components licensed to Uptex, which remain the property of their respective owners and may be subject to additional terms.

If you provide Uptex with any feedback, suggestions, ideas, or input regarding the Platform or Services (for example, suggestions for improvements or new features) ("Feedback"), you hereby grant Uptex a worldwide, perpetual, irrevocable, sublicensable, royalty-free license to use and incorporate that Feedback in our products and services. You agree that Uptex may use this Feedback without any obligation to compensate you, and that Uptex is not restricted from using ideas similar to your Feedback previously known to us, or developed by our employees, or obtained from other sources.

Enforcement: Uptex reserves the right to investigate and take appropriate action (which may include terminating Accounts or pursuing legal remedies) against any User who is suspected of violating this Intellectual Property section or infringing our rights or the rights of others. If you become aware of any potential infringement of Uptex's intellectual property, please notify us. Conversely, if you believe content on the Platform infringes your rights, you should also inform us with appropriate details (for copyright, we follow DMCA or similar frameworks to address takedown requests).

Your use of Uptex's intellectual property in violation of these Terms will immediately terminate the license granted to you. Any rights not expressly granted herein are reserved by Uptex and its licensors. Misuse of Uptex's intellectual property is not only a breach of contract but could also violate copyright, trademark, and other laws, potentially exposing you to civil and criminal penalties.

Client Confidentiality and Privacy

Uptex is committed to protecting the privacy and confidentiality of its Users' personal and financial information. In the course of providing Services, we collect and generate data about you and your activities. We handle this data in accordance with applicable privacy laws (such as Oman's personal data protection regulations and Canada's Personal Information Protection and Electronic Documents Act (PIPEDA), to the extent applicable) and our own Privacy Policy.

By agreeing to these Terms, you also acknowledge and agree to the terms of Uptex's Privacy Policy (which is available on our website and incorporated herein by reference). The Privacy Policy provides details on what information we collect, how we use it, and the measures we take to safeguard it. Key points include:

• Use of Information: We use your personal and financial information solely for legitimate business purposes - for example, to open and administer your Account, process transactions, communicate with you about your account or new features, personalize your experience, ensure security, and comply with legal obligations (such as KYC/AML requirements or responding to lawful requests from authorities). We do not use your information for purposes unrelated to providing our Services unless we obtain your consent (e.g., you agree to participate in a testimonial or marketing campaign).
• Data Security: Uptex employs industry-standard security measures to protect your data. This includes encryption of sensitive data in transit (e.g., using HTTPS/TLS for our website and apps) and at rest (storing data in encrypted form where appropriate), firewalls and intrusion detection systems, regular security audits, and strict access controls (only employees who need access to your information for their job have it, and they are bound by confidentiality obligations). However, while we strive to protect your information, we cannot guarantee absolute security. By using our Services, you understand that any information transmitted through the internet carries some risk. Uptex will notify you of any data breaches affecting your personal information as required by law, and will act swiftly to contain and remedy any breach.
• Sharing Information with Third Parties: Uptex may share your personal information with third parties in certain circumstances:
• Service Providers: We use third-party companies to perform functions on our behalf, such as identity verification providers, cloud hosting services, payment processing partners, analytics services, customer support tools, etc. These service providers are contractually obligated to keep your information confidential and to use it only for the purpose of providing their services to Uptex (not for their own purposes).
• Affiliates: Since Uptex's operations span multiple jurisdictions (Oman and Canada, for example), we may share information between our affiliated companies (Oliver Business Development SPC and Xellar Payment Solutions Inc., and any future affiliates under the Uptex group) in order to provide you with seamless service and to comply with regulations. For instance, if you are an Oman-based user but you want to send money to Canada via our MSB service, our Oman entity might share relevant info with our Canada entity to facilitate that transaction and meet Canadian compliance checks. All affiliates treat your data with the same level of care and security.
• Legal Compliance and Protection: We may disclose your information to governmental agencies, regulators, courts, or other third parties if we believe that disclosure is (a) reasonably necessary to comply with any applicable law, regulation, legal process, or governmental request (such as a court order, law enforcement demand, or regulatory inquiry); (b) necessary to enforce our Terms or policies, including investigating potential violations; (c) necessary to detect, prevent, or address fraud, security, or technical issues; or (d) necessary to protect the rights, property, or safety of Uptex, our users, or the public. In such cases, we will limit the information disclosed to what is legally required or otherwise permitted, and when feasible, we will attempt to notify you of such disclosures (unless we are legally prohibited from doing so, as is often the case with law enforcement requests or anti-money laundering reporting).
• Business Transfers: If Uptex or its assets are involved in a merger, acquisition, financing, due diligence, reorganization, bankruptcy, receivership, sale of assets, or transition of service to another provider, your information could be transferred as part of that transaction. We would seek appropriate protections for your information in such events (e.g., the successor must honor similar confidentiality commitments).
• No Unauthorized Sharing: Uptex does not sell, rent, or trade your personal information to third-party marketers or unaffiliated companies for their independent marketing purposes. You might receive marketing communications from Uptex about our own services or those of partners (for example, if we partner with a card provider or a rewards program, we might inform you about it), but you will have the opportunity to opt out of receiving such communications if you choose. Opting out of marketing communications does not affect our ability to send you transactional or service-related communications, which are not promotional in nature.
• Data Access and Control: Depending on your jurisdiction and applicable law, you may have certain rights regarding your personal data, such as the right to access the data we hold about you, correct inaccuracies, or even request deletion (the right to be forgotten). However, please note that some data must be retained by Uptex to comply with legal obligations (e.g., financial transaction records must be kept for a minimum period due to anti-money laundering laws). If you wish to exercise any data protection rights, you should refer to our Privacy Policy for the procedure to do so, or contact our support team for guidance. Uptex will handle such requests in line with applicable data protection laws.

In providing the Services, Uptex might have to transmit your data internationally (for example, storing it on cloud servers that could be in various countries). We will ensure that any cross-border data transfers are done in compliance with relevant laws, by using approved data transfer mechanisms (such as standard contractual clauses, or transferring to jurisdictions deemed adequate by regulators).

Confidentiality of Communications: Beyond data in our systems, any communications we have with you (emails, chats, phone calls) are intended to be confidential between you and us. However, you agree that Uptex may monitor or record communications for quality assurance, training, and security purposes. Our official communications will be through secure channels; if you choose to communicate with us via social media or other public forums for support, be aware that those are not private and we can't protect that information once you publish it yourself.

User Responsibilities: You also play a role in maintaining confidentiality. You must keep any authentication tools or credentials (passwords, 2FA devices, PINs) strictly confidential. If you print or download account statements or other sensitive info, store them securely and shred or delete them when no longer needed. Avoid using public computers or unsecured networks to access your Uptex account. If you do, always log out and avoid storing your login info on those systems. If you suspect any unauthorized access to your data or Account, contact us immediately.

Attorney-Client Privilege / Specific Cases: If you are using Uptex in a professional capacity (e.g., you're an attorney managing client funds, or an escrow agent, etc.), note that information you store on Uptex is not shielded by any special privilege as far as Uptex is concerned; we will treat it as we treat any user's data (confidential under our Privacy Policy, but subject to law). If law enforcement or regulators properly seek access to info in your account, Uptex must comply, even if you consider it sensitive. Uptex recommends that you do not store any highly sensitive personal data (like personal health information, unless absolutely necessary) on our Platform, as it's not designed as a specialized secure data vault beyond financial data.

This confidentiality and privacy commitment remains in effect even after you cease using our Services or close your account, for as long as Uptex retains your data. Uptex will continue to protect your information in accordance with our Privacy Policy and applicable laws, and will securely destroy or anonymize it when it is no longer needed for any legal or business purpose.

If you have questions about privacy or want to report a potential privacy/security issue, please refer to the Privacy Policy for contact information (often a dedicated email like [email protected] or similar). We take such inquiries seriously and will work to address any concerns.

Termination

Both you and Uptex have the right to terminate this Agreement and close your Account, subject to the following terms:

• By the User: You may terminate your use of the Services and request closure of your Account at any time and for any reason. The recommended way to do this is to notify Uptex via the account settings (if such an option is provided in the app) or by contacting our customer support in writing (e.g., through email at [email protected]). Before we close your account, you must ensure that:
• All pending transactions have been completed or canceled. You should not have any open trades or ongoing transfers. For investment accounts, you may need to sell your holdings or transfer them out (if transfer is possible) because Uptex cannot maintain your assets once the account is closed.
• Any funds remaining in your account are withdrawn. Uptex will instruct you on available withdrawal methods. Typically, we will only transfer funds to an account in your name (like your bank account) to prevent fraud. If your remaining balance is below the minimum withdrawal amount or if there are fees applicable, we'll inform you of your options (in some cases small balances might be forfeited or donated with your consent if they're too small to transfer cost-effectively).
• You have paid all outstanding fees or negative balances owed to Uptex. If closing the account coincides with fees due (e.g., yearly fee) or a negative balance situation, you are required to settle those before or at the time of closure. Uptex may deduct any owed amounts from your balance before sending the remainder to you.

Once we receive a proper termination request, Uptex will process it usually within a reasonable time frame (e.g., 2-5 business days for standard accounts, possibly longer for corporate accounts due to checks needed). Termination by user will not immediately affect transactions that have already been initiated - those may still settle (or you might not be able to cancel them if already executed). After account closure, you will no longer have access to the Platform, and any scheduled or recurring transactions will be canceled (except perhaps certain direct debits or standing instructions which you should also cancel with the originator, to avoid them attempting to charge a closed account).

• By Uptex: Uptex reserves the right to suspend, limit, or terminate your Account (or access to certain Services) at our discretion, with or without prior notice, under the following circumstances:
• Breach of Terms: If you breach any of the provisions of these Terms, or any other terms applicable to specific services (like a supplemental agreement for a trading platform), we may terminate your account. For example, providing false information, using the account for illegal purposes, attempting to circumvent security, or failing to pay fees can all be breaches that lead to termination.
• Legal Compliance: If your continued use of the Services would violate applicable law or expose Uptex to legal liability, we may terminate or suspend your account. This includes scenarios where our compliance checks reveal issues (e.g., you are found to be on a sanctions list, or you engage in transactions in a jurisdiction where we're not allowed to operate, or a court or regulator orders us to freeze/close your account).
• Security Concerns: If we detect unauthorized access or suspect that your account has been compromised, we might temporarily suspend it to prevent harm. If the security issue is severe or cannot be resolved, this suspension could lead to termination for the protection of both parties.
• Inactivity: If your account is inactive for a very long period (the duration considered "long" may be defined in our policies or by local laws regarding dormant accounts; for instance, 12 months or more with no login or transaction), Uptex may mark the account as dormant. We reserve the right to close dormant accounts, especially if they have zero balance. If there's a balance, we'll attempt to contact you using the last known contact information. If we cannot reach you and the law requires, we might eventually have to hand over the balance to a governmental unclaimed property fund (per escheatment laws).
• Abusive Behavior: If a user behaves abusively toward Uptex staff or other users (for example, sending threats, hate speech, harassing support staff, or attempting to scam others via our platform), we may terminate that account to uphold a safe environment.
• Business Decision: Uptex might decide to discontinue certain services or cease operations in a particular jurisdiction. If your account or service is affected by such a decision, we may terminate the relevant accounts with advance notice where practical. Similarly, if you hold an account type that we no longer support or if maintaining your account becomes impractical (e.g., extremely costly due to regulatory changes for a specific region), we may terminate it after giving notice.

When Uptex terminates or suspends an account, we will, if permitted, notify you either before or promptly after taking such action. In the notice, we will state the reason for termination/suspension (unless legal considerations prevent this). However, please note that Uptex is under no obligation to disclose details of its risk management or security procedures. In sensitive cases (like suspicion of financial crime), we might not provide detailed reasons or any advance notice. Account suspension might happen instantly if required (for instance, automated risk systems might freeze an account upon detecting certain patterns, pending review).

Effects of Termination: Once an account is terminated (whether by you or us), this Agreement is considered terminated with respect to that account, but certain obligations and rights outlast the account (see "Survival" below). Termination means you no longer have the right to use the Services or access the Platform as a logged-in user.

• We will typically disable login access for terminated accounts. You should, prior to termination, save any statements or records you might later need for taxes or proof, since those may not be accessible after closure. (Uptex will, however, provide you with copies of past statements upon request even after termination, as required by law or for a reasonable time, possibly for a fee if multiple or archival requests.)
• Any pending transactions at the time of termination may be canceled. If a transaction can't be canceled (e.g., a wire transfer that has been sent out) we will usually let it proceed. Funds that are in transit or under dispute at termination will be handled on a case-by-case basis.
• For funds remaining in your account: Uptex will work with you to return your money. If we terminated you, we'll ask you to provide details of an external account in your name to send the funds to (unless the reason for termination legally prevents releasing funds, like if they are linked to crime, in which case we might have to hand them to authorities). We may enforce extra identity verification at this stage to ensure we're returning funds to the right person. If you do not cooperate or respond regarding withdrawal of remaining funds, Uptex may charge dormancy fees or follow unclaimed property laws as mentioned.
• For any assets or investments, you will be required to liquidate or transfer them out. If you do not do so in a given timeframe, Uptex reserves the right to liquidate them at market prices and hold the cash proceeds for return to you (or to freeze them if required legally). We will not be responsible for any market loss in this process if you did not act in time.
• If your account had any benefits or promotions (like a bonus), note that termination might void those. Uptex also won't be liable to you for loss of expected future opportunities due to termination (for example, if we planned to launch a new feature for long-standing customers, a terminated user has no rights to that).

Survival of Terms: Termination of your account or of this Agreement does not extinguish obligations that are meant to continue or by their nature should continue after termination. All provisions of these Terms which by reasonable interpretation are intended to survive termination shall survive, including but not limited to: Regulatory Disclosure, AML/CFT and Compliance Obligations (ongoing cooperation with any investigations, etc.), Fees and Charges (we can still collect fees due), Risk Disclosures (acknowledgment of risk remains valid), Limitations of Liability, Indemnification, Intellectual Property (you must stop using our IP, but our rights remain), Client Confidentiality and Privacy (we still protect your data), Governing Law, Dispute Resolution, Notices (for communications post-termination regarding any leftover issues), Amendments (for any changes that were pending acceptance?), and Miscellaneous provisions (like entire agreement, severability, etc.).

After termination, you should delete any copies of the Uptex mobile app from your devices and destroy any saved passwords or secure information relating to the account. Using the Services after termination (unless re-authorized to open a new account) is not allowed. If you have terminated your account and later wish to return, you will generally have to start a new application and be subject to the then-current Terms and onboarding requirements. Uptex's decision to allow or deny re-registration is discretionary.

Multiple Users or Joint Accounts: If you had a joint account or multiple authorized users, termination might be initiated by any party authorized to do so, but Uptex may require confirmation from all parties in certain situations (to prevent one user from improperly closing an account holding another's funds). In corporate accounts, a request from an authorized officer on record would be needed.

Closing of Specific Services: Note that you might also choose (or we might choose) to terminate only a portion of services (for example, stop using the trading service but keep the banking account). In such cases, the terms specifically applicable to that service would terminate (including any fees for that service), but the rest of the account remains per this Agreement. Similarly, Uptex might discontinue one product (say, digital asset trading) but keep your account for other uses. We will inform you how such partial terminations work if they occur.

In summary, termination is a formal way to end the relationship. Both parties should act in good faith to settle any obligations (return of funds, payment of dues) at termination. Termination does not excuse any wrongdoing that occurred before it, and both you and Uptex remain liable for any breaches of this Agreement that occurred prior to termination.

Governing Law

Financial services offered by Uptex are provided by different entities depending on jurisdiction, and users across different regions may be subject to different legal frameworks. This section describes which law governs this Agreement and the relationship between you and Uptex:

• If you are using Uptex via the Oman entity (Oliver Business Development SPC): Then this Agreement, your Account, and all Services provided to you by Uptex under that entity are governed by the laws of the Sultanate of Oman. This includes Omani statutes, regulations, and rules that apply to our contract. It does not include any conflict-of-laws rule that might refer the matter to another jurisdiction's laws. By using the Services under the Oman entity, you agree that any interpretation of this Agreement will be done according to Omani law (for instance, Royal Decree 30/2016 where relevant, the Omani Electronic Transactions Law for online contracts, the applicable Omani regulatory requirements, etc., as applicable to this relationship).

• If you are using Uptex via the Canadian entity (Xellar Payment Solutions Inc.): Then this Agreement and all related matters are governed by the laws of the Province of Ontario, Canada, and by the federal laws of Canada applicable in that Province. We choose Ontario law because Xellar is based in Ontario (Mississauga). We explicitly exclude any conflict-of-law principles that might call for the application of laws of another jurisdiction. Thus, for example, any questions about contract validity, performance, or breach will be resolved under Ontario law (subject to any overriding consumer protection laws if you're considered a consumer in your province).

• If you receive Services from both entities or are unsure: Uptex will generally indicate during onboarding or in your account documentation which entity is serving you. It's possible you might use some Oman-entity services and some Canada-entity services. In such a mixed scenario, the governing law might differ for different parts of the service. For simplicity, one might treat the banking and broker services as Omani law governed, and the MSB services as Canadian law governed. However, unless separately specified for a specific service or account, Uptex may apply the governing law based on your primary residency or the primary entity you contracted with. If in doubt, you can ask us. We aim to avoid confusion by clearly pointing out in agreements (like separate terms for a specific product) if a different law applies. If nothing is specified, the above bullets apply based on entity.

In all cases, the governing law choice is made in part to ensure consistency with the regulatory environment of the service you receive. This does not deprive you of any mandatory protections of the law of your country of residence if those apply (some countries have consumer protection or financial regulations that still apply when you use foreign services). Uptex's provision of services into other countries might subject it to those local laws as well, and we intend to comply with them to the extent required. The choice of Oman or Ontario law primarily governs our contract terms and any disputes between us.

If you are a consumer in the European Union or another jurisdiction with strong consumer laws, certain provisions of the chosen governing law might not override the laws of your country that are more favorable to you. In such cases, those local laws may be read in conjunction with this Agreement. However, since Uptex currently operates through Oman and Canada, we highlight those as primary governing laws.

By continuing to use the Services, you explicitly agree to the governing law applicable as determined above. If you were to argue in a dispute that another law should apply, this section will be cited to affirm the agreed choice of law.

Dispute Resolution

We value our relationship with our Users and are committed to addressing disputes in a fair and efficient manner. This section outlines how disputes between you and Uptex will be resolved, including forum selection (which courts or arbitration forums will hear disputes) and any special procedures or limitations (such as a waiver of class actions).

Initial Resolution: Most questions or concerns can be resolved by contacting Uptex's support team. If you have a complaint or dispute, you should first contact us via our support channels (e.g., through the app, email to [email protected], or a designated complaint form if available). We will acknowledge receipt of your complaint promptly (generally within a few business days) and will attempt to resolve it as soon as practicable. We might ask for additional information or documentation from you to assess your complaint. Uptex maintains internal complaint handling procedures in line with regulatory requirements (for instance, Oman's banking regulations or Canada's MSB guidelines on complaint handling, if applicable). If we cannot resolve your complaint to your satisfaction, you can then seek external remedies as described below.

Oman Users - Jurisdiction: If your relationship with Uptex is primarily with the Omani entity (Oliver Business Development SPC) and Omani law governs this Agreement, then you agree that any dispute or claim arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services (collectively, "Disputes") shall be subject to the exclusive jurisdiction of the courts of the Sultanate of Oman. Unless another venue is required by law, the courts of Muscat (being the capital and where Uptex is headquartered) will likely be the appropriate forum. You and Uptex each waive any objection to the Oman courts' jurisdiction, including objections based on inconvenient forum or similar grounds, meaning we both accept Oman as the location for dispute resolution.

Canada Users - Jurisdiction: If your relationship is primarily with the Canadian entity (Xellar Payment Solutions Inc.) and Ontario/Canada law governs, then you agree that any Dispute shall be brought in the courts of the Province of Ontario, Canada. Both you and Uptex consent to the personal jurisdiction of Ontario's courts. The appropriate venue will typically be in the Toronto area (since Mississauga is in the Greater Toronto Area), such as the Ontario Superior Court of Justice in Toronto, for any lawsuits that are not within a specialized tribunal's or small claims' jurisdiction. You waive any objection to Ontario courts on grounds of venue or forum non conveniens.

No Class Actions: To the extent permitted by law, you and Uptex agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. This means:

• You cannot sue Uptex as part of a class action, consolidated action, or representative action (e.g., as a member of a class of people who had the same issue).
• If multiple users have similar claims, each must pursue their claim separately, unless this requirement is unenforceable or waived.
• A court or arbitrator should not combine or aggregate multiple people's claims without the consent of both you and Uptex.

If this class action waiver is found to be illegal or unenforceable for a particular Dispute (for example, some jurisdictions' laws might not allow a class action waiver in certain contexts), then this Dispute will be severed from this section and handled in the competent court as determined by the jurisdiction clauses, but the class action waiver will still apply to others as allowed.

Arbitration (if elected): These Terms do not currently mandate arbitration, but Uptex reserves the right to introduce a binding arbitration clause in the future (via an amendment with notice, giving you an opportunity to opt-out or cease use if you don't agree). If an arbitration procedure is in place or agreed by both parties for a specific dispute, it would likely involve a recognized arbitration center. For example, for Oman, it could be the Oman Commercial Arbitration Centre or an international forum like the ICC with venue in Muscat; for Canada, it could be ADR Institute of Canada or a similar body. Arbitration can provide a private and faster resolution. However, since we have not expressly provided for mandatory arbitration in this current version, we stick to court jurisdiction as above.

Interim Relief: Notwithstanding the agreement on jurisdiction and potential arbitration, nothing in these Terms precludes Uptex from seeking injunctive relief or other temporary measures in any appropriate jurisdiction if necessary to protect our interests or enforce certain obligations while a formal dispute resolution is pending. For instance, if you were to misuse our intellectual property or breach confidentiality, we might need to go to a court immediately to stop that, and we could do so in a court that has jurisdiction over you or the issue (which might not be Oman or Ontario, if for example the effects are in a different country). The pursuit of such interim relief will not be deemed a waiver of the parties' agreement to resolve disputes in the agreed forum, but rather a carve-out to ensure immediate issues can be addressed.

Compliance with Dispute Resolution Process: You agree not to file a lawsuit or other legal proceeding against Uptex in any jurisdiction other than as agreed above (Oman or Ontario, unless we mutually agree otherwise), and you agree that any judgment or award from a court or tribunal in a jurisdiction not agreed in this Agreement may not be enforceable against Uptex (absent Uptex's voluntary participation). Similarly, Uptex agrees to file any claims it may have against you in the courts corresponding to the governing law above, unless legal requirements dictate otherwise (for example, if we needed to sue you in a country to enforce a debt or judgment where you have assets, that might be an exception).

Time Limit to Bring Claims: To promote timely resolution of disputes, you agree that any claim you may have against Uptex must be filed within one (1) year after the claim arose, unless a longer period is required by non-waivable law. If you do not file a claim or action within that one-year period, you waive it (this does not apply to enforcement of a judgment or any statutory rights that cannot be shortened by contract). This limitation encourages both parties to address issues while evidence is fresh.

Costs and Fees: In any litigation (or arbitration) between you and Uptex, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs, in addition to any other relief granted. This is typical, but note that some consumer protection laws may require each party to bear its own fees, or might shift fees only if a claim is frivolous. This clause will be applied in compliance with applicable law.

Consumer Protection / Ombudsman: If you are a consumer and local law provides for alternative dispute resolution mechanisms or ombudsman services (for example, some countries have financial ombudsmen to handle bank complaints), Uptex may be required to inform you of those and possibly partake in those processes. We will provide you with such information in our response to your complaints if applicable. This Terms document focuses on litigation as final resort, but we may agree or be obliged to engage in mediation or other ADR if law mandates it for consumer disputes.

We want to reiterate: Using Uptex's Services implies acceptance of these dispute resolution terms. It's part of the mutual agreement. We believe that having a clear process in case of disagreements benefits both parties, even though we hope to resolve issues amicably whenever possible.

Notices

Communication between you and Uptex is crucial. By using our Services, you agree to receive communications from us electronically (unless otherwise required by law for certain types of notices). Here we outline how we will send notices to you, how you should send notices to us, and when those notices are deemed received.

Notices from Uptex to You: We will communicate with you using the contact information you have provided to us. Primarily, this will be your registered email address. We may also send push notifications through our mobile app, SMS messages (in urgent cases like security alerts, if you have given us a mobile number and consented to such contact), or post information on your account dashboard.

• Email: Email is our primary method for formal notices. It is your responsibility to keep your email address with us up-to-date and to ensure that emails from us are not filtered into spam or junk folders. We will consider an email notice delivered to you 24 hours after it is sent by us, provided we did not receive an error message indicating non-delivery. If your email address changes, update it in your account settings promptly. Uptex is not liable if you fail to receive a notice because your contact information was not updated or because you didn't monitor your email.
• In-Platform Notifications: For certain announcements (like minor updates, new features, or notice of updated terms), we may provide a notice when you log in to the Platform or via an in-app message. We might show a banner, pop-up, or notification icon indicating there's information. Such notices are deemed delivered at the time you next log in and see the notification, or within 24 hours of posting if it's something you should reasonably notice (for example, a banner on the dashboard).
• SMS/Phone: We generally avoid using SMS or phone calls for standard notices, but for critical alerts (like suspicious activity or verification codes for 2FA), we may contact you via text or call. Be aware that messaging and data rates may apply for SMS. It's important to have a correct mobile number if you opt in for SMS alerts. However, SMS or calls are supplementary; official notices about terms changes or legal matters will be in writing (email or platform).
• Physical Mail: Uptex's services are digital, so physical mail is rare. But if required by law or if electronic delivery fails repeatedly, we may send a notice to your physical address on file (for example, sending a letter about account closure or legal action). Physical mail to addresses within the same country is deemed delivered 5 business days after posting; international mail, 10 business days after posting. Courier deliveries are deemed delivered when signed for or when delivery is attempted (if you're not available to sign).

We may also update information on our website (like fee changes or policy changes) - while that in itself may not constitute formal "notice" unless we specifically call it out, it's a good practice for you to review the website or help center periodically.

Notices from You to Uptex: If you need to give a notice to Uptex under these Terms or for any legal reason (for instance, to report a breach, to exercise a right, or to terminate the Agreement), you should do so in writing. The following are accepted means:

• Email Notice: You can send an email to [email protected] for legal notices, or to [email protected] for general notices if a legal address is not specified. If your notice is about a dispute or breach, it's better to use the legal@ email (if provided), with a clear subject line like "Legal Notice - \[Your Name/Account\]". An email notice from you is considered received only when we acknowledge having received it (an automated receipt doesn't count as acknowledgment). If you don't get a reply within a reasonable time, consider using another method.
• Physical Mail: You may send notices to Uptex's business addresses. For Oliver Business Development SPC (Oman entity), use the Muscat address: Alfardan Heights, Almaardh St, Way No. 61, Muscat, Sultanate of Oman. For Xellar Payment Solutions Inc. (Canada entity), use the Canadian address: 1270 Central Parkway West, Unit 102, Mississauga, Ontario L5C 4P4, Canada. Sending to either address should get to our team, but to be safe, sending to the one relevant to the entity you deal with is advised. We recommend using a trackable delivery method (courier or registered post) and keeping proof of delivery. A mailed notice will be considered delivered when actually received by us (or when delivery was attempted and we refused it, but we wouldn't do that deliberately).
• In-App or Website Support: If the Platform offers a secure message center or support ticket system, you can send communications through that. However, formal notices like breach allegations or legal threats should not rely on just a support chat; use email or mail as described above.

Language: All notices and communications shall be in English (unless otherwise agreed or required by law to be in another language). If we provide a translation of a notice, the English version controls in case of discrepancies (unless the local law stipulates otherwise, like if you're a consumer in Quebec, you might get a French copy that has equal force).

Notice Effectiveness: As summarized:

• Email from us to you: deemed delivered in 24 hours.
• Platform notice: deemed delivered in 24 hours or next login.
• Postal from us to you: deemed delivered in 5 or 10 business days as applicable.
• Email from you to us: not deemed delivered until we confirm or reasonably should have seen it (so follow up if urgent).
• Postal from you to us: deemed delivered when signed for by us.

If either party's contact info changes (like we change our notice address), we will update these Terms or notify you. If you change your contact info, you must update it in your profile or inform us.

Electronic Communications Consent: You consent to receive account-specific communications electronically, such as transaction receipts, account statements, confirmations of actions (like password changes), and any legal notices (like updates to Terms, privacy policy, etc.). You confirm you have the ability to access emails and website content. If you withdraw this consent, we may have to terminate the account because we cannot practically provide the services without electronic communication (given the online nature of Uptex).

Formal vs. Informal Communications: Routine inquiries and support requests are not "notices" per se and can be done through our normal support channels. "Notices" refers to more formal communications as needed under the contract or law.

Remember, clear and timely communication helps both of us. If you're ever unsure how to send a particular communication, reach out via support and ask for the correct procedure.

Amendments

Uptex may amend or update these Terms and Conditions from time to time. This section explains how such changes will be made and how they will be communicated to you.

Right to Amend: As our business and regulatory environment evolves, we may need to make changes to this Agreement. We reserve the right to amend the Terms unilaterally, but we will do so in accordance with applicable laws and with appropriate notice to you. Reasons for amendments might include: adding new Services or features, changing existing Services, adapting to new legal or regulatory requirements, addressing security issues, or clarifying terms.

Notice of Changes: If we make material changes to these Terms (i.e., changes that reduce your rights or increase your responsibilities, or that you might reasonably want to know about before the new terms take effect), we will notify you in advance. The notification will be given through at least one of the channels described in the Notices section:

• Typically via email to your registered address, summarizing the changes or stating that the Terms have changed and telling you where to find the new document.
• Possibly via an in-app or website notification as well (for example, a banner or a prompt to review and accept the new Terms next time you log in).
• In some cases, if the changes are minor or only favorable to users (like a fee reduction or adding an optional feature), we might update the Terms immediately and just post the update on the site without a prior email, but significant changes won't be stealthy.

Advance Notice Period: Unless a law requires a different notice period, we will aim to give at least 14 calendar days' notice before the effective date of the new Terms. In situations where a change is mandated by law, made for security reasons, or to prevent ongoing misuse of the service, we might implement it sooner, but we will still notify you as promptly as possible (in extreme cases, the change could be effective immediately with concurrent notice - e.g., if a new law bans a certain crypto asset, we might have to stop offering it instantly).

Your Consent and Acceptance: Continued use of the Services after the effective date of any amended Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Services and close your Account before the effective date of the changes (you may request that we waive any notice period to close if needed). Using the Services in any way (even just keeping funds there) after the update goes into effect will bind you to the new Terms.

For some changes, especially those that are administrative or less significant (like clarifications, typos, or updates that do not affect the substance of your agreement), we may not require an explicit re-acceptance. For major changes, we might require an explicit action from you (like checking an "I agree" box upon login) in addition to sending notice, to ensure awareness.

Discussion or Objection: If you have any questions or concerns about the changes, we encourage you to reach out to us during the notice period. We'd be happy to clarify the reason for changes. However, note that once changes are effective, the only way to reject them is to cease using the service. Partial acceptance is not possible; the Terms form a unified agreement.

Emergency Changes: Occasionally, we might not be able to provide prior notice. For example, if continuing to operate under current Terms would break a law effective immediately, or if a security vulnerability in the Terms wording needs immediate patch (like closing a loophole), we might implement the change and inform you simultaneously. We strive to keep such instances rare.

Posting of Updated Terms: The most current version of the Terms will be posted on Uptex's website (and possibly accessible through the app). We will update the "Last Updated" date at the top of the document. We encourage you to review the Terms periodically. If you're ever unsure whether you've seen the latest version, check our site or request a copy from support.

Historic Versions: For transparency, we might keep an archive of previous versions or a log of changes, which can be provided upon request or shown on our site. That way you can see how terms have evolved over time.

No Retroactive Changes: Changes will not be retroactive. They apply from the effective date onward. Any disputes that arose under a previous version of Terms will be governed by that version (unless the changes were required by law to apply retroactively).

Other Agreements: If you have a separate written agreement with Uptex (e.g., a bespoke contract for a corporate treasury service), changes to these general Terms might not affect that separate contract unless explicitly stated. But for the vast majority of users, these Terms are the entire agreement (plus policies). Changes to policies (like Privacy Policy or AML Policy) will be communicated similarly if required, though those might be more regulatory and less contractual.

To sum up, we want to ensure you're never caught off-guard by changes in the fine print. We'll strive to be clear and give you fair warning. Your cooperation in reading our communications and understanding the updates is also vital. If you ever decide not to accept a change, you have the right to terminate your account as described above.

Miscellaneous

This section covers additional contractual provisions that don't fall under the categories above, but are important for interpreting and enforcing the agreement between you and Uptex.

• Entire Agreement: These Terms and Conditions, along with any documents expressly incorporated by reference (such as the Privacy Policy, any product-specific terms, or fee schedules), constitute the entire agreement between you and Uptex with respect to the Services. They supersede any prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Uptex regarding the Services. This means that any promises or statements made by our employees or agents that are not contained in this written Agreement are not binding, and you should not rely on them. If you have signed a separate formal contract with Uptex regarding specific services, those terms apply to that service to the extent they differ from these general Terms (and usually that separate contract will state it overrides this Agreement where conflicts exist).
• No Waiver: No failure or delay by Uptex in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. Similarly, no single or partial exercise of a right, power, or remedy by Uptex precludes either further exercise of that right or the exercise of any other right, power, or remedy. For example, if you violate the Terms and we don't immediately take action, that doesn't mean we waive our right to enforce the Terms or take action for that violation or subsequent ones. Any explicit waiver of a provision of these Terms by Uptex must be in a written notice to you to be effective, and even then, it will apply only to the specific instance mentioned.
• Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the remaining provisions of these Terms will remain in full force and effect. In such an event, the parties agree to use their best efforts to negotiate a valid and enforceable provision that as closely as possible approximates the intent and economic effect of the invalid provision. For example, if a court said the liability cap is too low and against public policy, a severability approach might adjust it to the highest allowed limit rather than voiding the whole clause (depending on the jurisdiction). The key is, we want the contract to survive even if a part of it has an issue.
• Assignment: You may not assign or transfer any of your rights or obligations under these Terms to anyone else without Uptex's prior written consent. Any attempt to assign without consent is void. For instance, your account is personal to you; you cannot transfer it to another person or sell it. Uptex, however, may assign or transfer this Agreement or any of its rights or obligations hereunder to any third party at its discretion, provided such assignment does not reduce the protections for you under this Agreement. Common scenarios for Uptex assignment include: transferring to an affiliate or subsidiary, a merger or acquisition where another company takes over our operations, or an internal restructuring. We will make reasonable efforts to notify you of any material assignment (especially if it means a new entity will be servicing your account). The Agreement will inure to the benefit of and be binding upon each party's permitted successors and assigns.
• Relationship of Parties: You and Uptex are independent contracting parties. Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, fiduciary, or employment relationship between you and Uptex. You are not an agent of Uptex, and you have no authority to represent or bind Uptex in any way. Similarly, Uptex is not your agent or fiduciary; we act as a service provider. This is important especially in contexts like trading: Uptex may hold your funds and execute your instructions, but we are not acting as your trustee or advisor unless explicitly agreed.
• Third-Party Beneficiaries: Generally, these Terms are for the benefit of you and Uptex and not for any other person. However, any affiliate of Uptex (such as our parent, subsidiaries, and sister companies) and any service provider or partner that we involve in delivering the Services may rely on and enforce any provision of these Terms that confers a benefit or right on them (for example, the sections on Limitations of Liability or Indemnification extend to our affiliates, officers, employees, etc., so those individuals/entities are third-party beneficiaries of those disclaimers/protections). Aside from the foregoing, no other person or entity who is not a party to this Agreement has any right to enforce any term of this Agreement.
• Language and Translations: These Terms are written in English, which is the controlling language for all purposes. Any translation of these Terms is provided for convenience only. In the event of any discrepancy between the English version and a translated version, the English version shall prevail, except where prohibited by law (for example, in Quebec, consumers may have the right to French documentation). Communications between you and Uptex will also be in English unless we explicitly offer support in another language and both parties agree to use it. Even if we communicate in another language for convenience, the core legal agreement remains the English version of these Terms.
• Headings: Section headings and titles (like "Relationship of Parties" above) are included for ease of reading and organization only. They do not affect the interpretation of any provision. If a dispute arises, the headings should not be used to interpret the substantive language of the sections.
• Records and Evidence: In any dispute between you and Uptex, you agree that Uptex's records (including logs, timestamps, communications, and records of transactions) maintained in the ordinary course of business shall be admissible in a legal proceeding and, absent manifest error, constitute prima facie evidence of the facts contained in those records. For example, if a question arises about what rate was applied to a currency conversion, our system log of that transaction is evidence of the rate. You are of course allowed to challenge our records with contrary evidence, but our data holds weight if it appears credible and properly maintained.
• Expenses: If any legal action or proceeding (including arbitration, if any) is brought to enforce the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief it may be awarded. This was mentioned in Dispute Resolution, but we reiterate it here as a general point.
• Contact Information: If you need to contact Uptex for any reason not already specified (questions about these Terms, reports of security issues, etc.), you can do so via:
• Email: [email protected] for general inquiries; [email protected] for legal issues (if provided).
• Phone: If we have a support line, it will be listed on our website or app (for example, a support hotline or local office number). \[At the time of writing, a phone number is listed on our site: +968 9199 1047 (Oman office).\] Note that calls may be recorded for quality and security.
• Physical Mail: The mailing addresses provided above (Muscat, Oman and Mississauga, Canada) can be used for correspondence.
• Authority and Capacity: You represent and warrant that you have the full power and authority to enter into this Agreement and in doing so you will not violate any other agreement to which you are a party. If you are an individual, you are not under any legal disability or restriction that prevents you from consenting to these Terms. If you are an entity, the person accepting these Terms on your behalf has been properly authorized to do so.
• Compliance with Laws: You agree to comply with all applicable laws, rules, and regulations in connection with your use of the Services. This includes, without limitation, those related to financial services, export/import controls, sanctions, consumer protection, and tax laws. You are responsible for determining what laws apply to your use of the Services and for obeying those laws.
• Further Assurances: You agree to execute and deliver any documents and to perform any actions reasonably requested by Uptex in order to confirm or give effect to any of your obligations under these Terms. For example, if we need you to sign a form for tax purposes or provide a confirmation for regulatory filings, you'll do so promptly.
• Digital Signature and Execution: This Agreement may be executed electronically. Your affirmative act of checking "I agree" (or similar) or using the Services constitutes your electronic signature to the Agreement, which is legally as valid as a physical signature.

Conclusion: By creating an Uptex Account or by continuing to use Uptex's Services, you acknowledge that you have read, understood, and agree to these Terms and Conditions, as well as any policies or documents incorporated herein. You agree that this electronic record of the Terms constitutes a written agreement between you and Uptex, and you intend to be legally bound by it.

Thank you for choosing Uptex. We are dedicated to providing you with bold, clear, and uncompromising financial services, and we appreciate your trust. If you have any questions about these Terms or any aspect of our Services, please do not hesitate to contact us. Welcome to Uptex.