WeSpare Finance Inc. (“WeSpare”, “we”, “us”, “Company”, or “our”) provides these Terms of Service (“Terms”) to govern your use of our platform and services. These Terms delineate the rights, responsibilities, and obligations of both WeSpare and its Users.

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WeSpare reserves the right to update or modify these Terms at any time without prior notice. The most recent version of the Terms is indicated by the date at the top of this page. It is your responsibility to periodically review these Terms to remain informed of any changes.

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BY CONTINUING TO ACCESS OR USE OUR SERVICES AFTER ANY CHANGES BECOME EFFECTIVE, YOU AGREE TO BE BOUND BY THE REVISED TERMS. IF YOU DO NOT AGREE TO THE REVISED TERMS, YOU MUST DISCONTINUE YOUR USE OF THE SERVICES.

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By accessing or using the WeSpare platform, website, mobile application, and related services (collectively, the “Services”), you agree to comply with and be bound by these Terms. If you do not agree to these Terms, you must refrain from accessing or using the Services.

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You represent and warrant that you are at least the age of majority in your province or territory of residence and possess the legal capacity to enter into these Terms. The Services are intended solely for users who have reached the age of majority.

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Definitions

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Defined Terms. Terms within this Agreement shall have the following meaning:

"Circle" refers to a centrally managed financial arrangement facilitated by WeSpare where participants make regular contributions and are guaranteed a specific payout at a designated position.

“Customer (Züm Rails)”. When you access financial services provided by Züm Rails through the Services, you also become a customer or consumer of Züm Rails and are subject to the applicable Züm Rails Consumer Agreement(s), terms, rules, disclosures, and policies in addition to these Terms.

“Züm Rails”. “Züm Rails” means Zūm Rails Corporation and its affiliates, vendors, and service providers involved in providing payment processing and related regulated or network-governed services used by WeSpare to facilitate certain transactions.

“Services”. The term “Services” refers collectively to all features, functionalities, offerings, and content provided through the WeSpare platform. This includes, but is not limited to, access to and use of our online interfaces (such as websites and mobile applications), user accounts, content hosting and sharing tools, communication systems, recommendation engines, transaction facilitation services through our third-party partners, support channels, and any associated software, applications, or APIs. The exact nature and scope of the Services may evolve over time as we update, expand, or modify our platform.

“Contribution”. A Contribution, in the context of this Agreement, is the specified or fixed amount of money that a member of a Circle commits to paying at each scheduled interval throughout the duration of the applicable Circle or Cycle. Contributions are made regularly according to the agreed schedule and, in the case of a Public Circle, are payable to WeSpare and processed through applicable payment functionality. By making Contributions, members participate in the savings and payment activities facilitated by the Services. Each Contribution is a mandatory payment and forms the basis of the member’s obligations within the Circle. Timely and full payment of Contributions is essential for the proper functioning of the Circle and the scheduling of payouts. Failure to make Contributions as agreed may lead to consequences outlined in these Terms, including suspension of privileges, collection activity, negative credit reporting where permitted by law, and potential removal from the Circle.

“User”. The term “User” refers to any individual or entity that accesses, browses, views, downloads, registers for, utilises, or otherwise interacts with any aspect of WeSpare’s platform, services, mobile applications, content, or features. This includes both registered account holders and non-registered visitors, as well as organisations or their authorised representatives who operate on or through the platform.

“Member”. The term “Member” refers to any individual or entity that has registered for and maintains an active account on the WeSpare platform. By becoming a Member, the individual or entity agrees to abide by these Terms of Service and any other policies or guidelines that WeSpare may establish. Members are responsible for the accuracy of the information they provide and for ensuring that their use of WeSpare’s services complies with all applicable laws, rules, and regulations.

“Provider”. The term “Provider” refers to any individual, organization, company, or other entity that facilitates circles or offers payment processing and related services through the WeSpare platform with their partners. This includes, but is not limited to, users who organise and manage circles, as well as WeSpare’s financial services partner, Züm Rails, which provides payment processing services such as transaction processing and related operational services through its vendors and networks. WeSpare collaborates with Providers to ensure that all offerings comply with applicable laws, regulations, and the WeSpare Terms of Service. Providers are responsible for the accuracy and reliability of the services they offer and must ensure that their activities support the financial goals and well-being of WeSpare’s Users and Members.

“Public Circle” refers to a Circle designated by WeSpare as a Public Circle and governed by the applicable Public Circle Agreement.

“Payout” means the distribution of funds allocated to you at your designated position in the applicable Circle or Cycle.

“Advance” means any portion of a Payout provided to you by WeSpare before you have made Contributions equal to that amount.

“Public Circle Agreement” means the agreement, disclosures, and related Circle-specific terms that apply to your participation in a Public Circle and supplement these Terms.

For clarity, references in these Terms to “WeSpare”, “Company”, “we”, “us”, or “our” mean WeSpare Finance Inc. References to “Züm Rails” mean Zūm Rails Corporation and its affiliates, vendors, and service providers. Where these Terms reference our “financial services partner,” that partner is Züm Rails. Where these Terms use “Provider” without naming a third party, “Provider” refers to WeSpare.

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Fees and Payments

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Fees and Charges. Certain aspects of the Services may be subject to fees, including subscription fees and/or transaction fees. All fees are listed on our website or within the mobile application. By using the fee-based Services, you agree to pay all applicable fees.

Partner and Network Fees. Transactions processed through Züm Rails or other payment networks may incur partner or network fees (including deposit, transfer, return, chargeback, interchange, assessment, processing, instant funding, or similar fees). These fees may be (a) included within a WeSpare-disclosed transaction fee, (b) shown as separate line items, or (c) charged by Züm Rails or its vendors directly. We will present applicable fees before you authorize a transaction, to the extent reasonably practicable. You acknowledge that WeSpare does not control Züm Rails’s or its vendors’ fee schedules, which may change; where Züm Rails or its vendors adjust fees, WeSpare may update our disclosures accordingly.

Payment Methods. You must provide a valid payment method to pay for any fees associated with the Services. You authorise us to charge your payment method for all fees incurred.

Authorization to Debit; Setoff. You authorise WeSpare to debit your selected payment methods and any linked accounts, and you acknowledge that Züm Rails (and its applicable processors, vendors, and networks) may execute such debits strictly on behalf of WeSpare and in accordance with your applicable Pre-Authorized Debit consent and applicable payment rules, for amounts you owe under these Terms, including membership/transaction fees, Circle contributions, partner or network fees, chargebacks, EFT/ACH/Interac returns, penalties, delinquency fees, advances, and reimbursement amounts described herein. WeSpare may set off any amounts you owe against funds otherwise payable to you, to the extent permitted by applicable law and applicable payment-network rules.

Changes to Fees. We reserve the right to change the fees for our Services at any time. We will notify you of any fee changes through the Services or via email. Your continued use of the Services after the fee changes become effective constitutes your acceptance of the new fees.

Late Payments and Penalties. If you fail to make timely payments, we may impose penalties, including suspension or termination of your access to the Services, charging fees on overdue amounts, in accordance with the policies of WeSpare and our financial services partner, Züm Rails (including vendor and network rules).

Non-Payment Consequences. Failure to pay transaction fees, Contributions, advances, or other amounts owed may result in:

Notification of outstanding dues with a specified grace period to make the payment.;

Suspension of your rights, including the ability to receive payouts or join new Circles;

Application of penalty fees, delinquency fees, partner or network return fees, and/or other charges permitted by applicable law;

Referral of your account for collections, legal action, or other recovery steps for outstanding amounts;

Potential reporting of your default or financial behaviour to credit bureaus or collection agencies, which may affect your creditworthiness and financial standing; and,

Permanent or temporary restriction from the platform after persistent non-payment or default

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Use of the Services

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Permitted Use. You agree to use the Services in compliance with these Terms, all applicable federal and provincial laws of Canada, including but not limited to the Personal Information Protection and Electronic Documents Act (PIPEDA), and any regulations, policies, or guidelines issued by relevant Canadian authorities.

Prohibited Activities and Customer Obligations. Without limiting the generality of the foregoing, you hereby acknowledge, agree, represent, and warrant to WeSpare that you will not engage in any of the following activities:

Lawful Usage. Engage in any activity that violates Canadian or international law, including but not limited to fraud, money laundering, or terrorist financing. You agree that you will not use the Services to commit any acts that are illegal or unlawful in your jurisdiction or any jurisdiction where the Services are used.

Rights Respect. Infringe on WeSpare’s, Züm Rails’s, or any third party’s rights, including intellectual property rights, property rights, and privacy rights.

No Harassment. Harass, intimidate, discriminate against, or defame any person, including by repeated unwanted contact or threatening behaviour.

Authentic Representation. Impersonate or misrepresent your identity or affiliation with any person or entity. You assure that any information provided, including personal and business information, shall be truthful, accurate, current, and complete.

No Malicious Code. Upload or transmit any malicious code, viruses, or harmful data.

No Harmful Activity. Engage in any activity that could reasonably be expected to cause injury, loss, or damage to WeSpare, Züm Rails, or any third party.

No Improper Incentives. Offer, request, give, or accept any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with the Services or this Agreement; provided that reasonable gifts and entertainment in the ordinary course do not violate this restriction.

Notification of Breaches. Promptly inform WeSpare of any illegal, suspicious, or fraudulent activity; any security or data breaches; any violation of these Terms; or any misrepresentation, error, or inaccuracy that you discover.

Acceptance of Responsibility. Understand and accept responsibility for your own actions and omissions while using the Services, including the consequences that may result from a breach of these Terms.

Member Conduct. You are responsible for your interactions with other users. We do not monitor user interactions and are not responsible for disputes that may arise between users.

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User Accounts and Registration

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Account Registration Requirements. Prior to accessing or utilising the Services, you must register for a user account (“Account”) with our Platform. By registering for an Account, you represent and warrant that you have reached the age of majority in your province or territory of residence and possess the legal capacity to enter into binding contractual obligations under Canadian law and, if you participate in a Public Circle, that you are a resident of Canada and satisfy any additional eligibility criteria communicated by WeSpare. You further warrant that all information provided during the registration process is true, accurate, current, and complete, and you hereby undertake to promptly update any such information should it change. WeSpare reserves the right to verify any registration information and to deny, suspend, or terminate any Account that contains false, inaccurate, or incomplete information.

Account Security and Authentication. You are responsible for keeping your account credentials secure, including your password and any other authentication methods. You must use strong passwords and follow any additional security measures set by WeSpare. If you suspect any security breach or unauthorized use of your account, notify the Company immediately in writing. You agree that you are liable for all activities under your account, whether authorized by you or not.

Account Usage Restrictions. Each Account is personal to the registered user and may not be shared, transferred, or accessed by any other person. The creation or maintenance of multiple Accounts by a single user is strictly prohibited. You shall not attempt to access another user’s Account or impersonate any other person or entity in your use of the Services. Any commercial use or attempt to resell Account access is expressly prohibited without prior written authorization from WeSpare. Violation of these restrictions may result in immediate Account termination and possible legal action.

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Service Participation and Financial Obligations

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Platform Services. WeSpare operates a digital platform that facilitates Circle activities, including Public Circle cash advances and structured savings, in compliance with applicable Canadian financial services regulations. The Services provided by the Company include, but are not limited to, Circle formation and management, payment processing and funds movement via our banking and payments partner, Züm Rails, payout facilitation, member verification, communication tools, and account management features. WeSpare is not a bank or a financial institution and does not hold or manage user funds directly. The Company reserves the right to modify, enhance, or discontinue any aspect of the Services at its sole discretion, subject to applicable notice requirements under Canadian law.

Circle Participation and Commitments. By electing to join a Circle, you enter a legally binding arrangement subject to the applicable Circle-specific terms. In the case of a Public Circle, you enter into a legally binding agreement with WeSpare regarding the financial aspects of that Public Circle, and you are not entering into separate financial agreements with other individual participants in that Public Circle. Your participation in any Public Circle is also subject to the applicable Public Circle Agreement, which supplements these Terms and, solely with respect to Public Circle matters, governs to the extent of any inconsistency. WeSpare manages the Public Circle structure and Züm Rails processes payments between you and WeSpare. You irrevocably commit to fulfilling all financial obligations as scheduled within your Circle and agree to comply with any Circle-specific terms and conditions that may be implemented. If you receive a payout before you have fully contributed the total amount required for that Circle, the unpaid difference constitutes an advance from WeSpare, and you remain strictly obligated to continue your scheduled Contributions until the advance is fully repaid and the Circle concludes. You acknowledge that failure to meet your obligations may result in legal or financial consequences imposed by WeSpare or applicable Third Parties, including but not limited to collection proceedings, negative credit reporting, and permanent exclusion from future Circle participation.

Payment Terms and Processing. You hereby agree to maintain sufficient funds in your designated payment account or available credit in your designated payment method to satisfy all scheduled Circle contributions and authorise the Company to initiate automatic debits as required for Circle participation. For Public Circles, automatic withdrawals are mandatory. If a manual payment has not been made, the system may automatically initiate a debit from your designated account or payment method in accordance with your applicable Pre-Authorized Debit consent. You shall pay all applicable service fees and charges as set forth in the Company’s current fee schedule, which may be amended from time to time upon reasonable notice. All payment processing shall be conducted in accordance with applicable Canadian payment systems rules and regulations, applicable Payments Canada rules (including CPA Rules, as applicable), and applicable card network rules, and you agree to comply with all payment processing terms and schedules established by the Company and our financial services partner, Züm Rails.

Partner Suspension and Transaction Holds. If Züm Rails or another financial services partner places a hold, delay, reversal, chargeback, return, or suspension on your account or a transaction, you remain obligated to satisfy your Circle contributions and other obligations. We may delay payouts, reattempt debits, or take other steps reasonably necessary to manage the Circle and protect other members while the hold or suspension is in effect.

Additional Verification and Limits. We may require additional identity verification, documentation, residency confirmation, financial capability information, risk assessment, cooling-off periods, graduated transaction limits, payout-position eligibility limits, or other risk controls recommended by Züm Rails, its vendors, applicable networks, or by WeSpare. For Public Circles, eligibility for a particular payout positions or Cycle positions may depend on our risk assessment and additional eligibility criteria. WeSpare or Züm Rails may also require additional information to comply with applicable anti-money laundering, know-your-customer, sanctions, fraud-prevention, and other legal or network obligations. Failure to satisfy these requirements may limit or prevent your use of payment functionality or participation in a Public Circle.

Account Suspension and Termination. The Company maintains the absolute right, in its sole discretion, to suspend or terminate any Account for violations of these Terms or suspected fraudulent activity. During any investigation of suspicious activity, the Company may restrict Account access and may place or request holds, delays, reversals, or other protective measures through applicable payment partners as deemed necessary. The Company reserves the right to report any illegal activities to appropriate regulatory or law enforcement authorities. Upon Account termination, whether initiated by you or the Company, any pending transactions or funds associated with your use of payment functionality shall be handled, returned, reversed, held, or applied in accordance with applicable law, payment-network rules, partner requirements, and applicable Circle terms. The Company may terminate services with or without notice to the extent permitted by applicable law.

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Pricing

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Fee Structure. WeSpare may charge transaction fees, service charges, or subscription fees, and, where applicable, fees relating to payouts, failed payments, or delinquency, as disclosed through the Services or in applicable Circle-specific terms and to the extent permitted by law. Any fees associated with payment processing, instant transfers, returns, or partner/network services will be disclosed to the user during the transaction process or otherwise as required by applicable law. WeSpare reserves the right to modify transaction fees or introduce new fees at any time. Users will be notified at least 30 days in advance of any fee changes. Continued use of the platform after such fee changes constitutes acceptance of the updated fees. Membership and/or transaction fees are separate from any partner or network fees assessed by Züm Rails, its vendors, or payment networks in connection with specific transactions.

Currency. All fees are charged in Canadian Dollars (CAD). Transaction fees are non-refundable once charged, except as outlined in the Refund Policy below. Users are responsible for ensuring that their payment information is accurate and up-to-date.

Refund Policy. Refunds for membership and/or transaction fees will be issued only in specific cases. These include technical errors or platform malfunctions that result in incorrect charges, service inaccessibility for more than 30 consecutive days due to issues attributable to WeSpare, and cancellations made within 7 days of purchase for plans longer than one month, applicable only to first-time users and excluding renewals. Refunds will not be provided for partial periods of use, user-initiated termination of services outside of the conditions listed above, or violations of the Terms of Service resulting in account suspension or termination.

Refund Process. Users seeking a refund must submit a request via the WeSpare platform or email at billing@wespare.com within 14 days of the charge. Approved refunds will be processed within 10 business days and issued back to the original payment method.

Disputes. Any disputes regarding fees or payments must be addressed within 30 days of the charge. Disputes raised after this period will not be considered.

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Intellectual Property

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Ownership. All content, features, and functionality on the Services, including text, graphics, logos, images, and software, are the exclusive property of WeSpare or its licensors and are protected by intellectual property laws.

License Grant. Subject to your compliance with these Terms, the Company grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services solely for your personal, non-commercial purposes. Any use exceeding this limited license requires explicit written consent from the Company.

Restrictions. You agree not to reproduce, distribute, modify, create derivative works of, publicly display, or otherwise exploit any part of the Services without our prior written consent.

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Third-Party Services

Integration. The Services may incorporate or interact with third-party services, applications, or platforms. Your use of such Third-Party Services shall be governed by their respective terms of service and privacy policies. The Company expressly disclaims any liability arising from your use of Third-Party Services.

No Endorsement. WeSpare’s integration with Third-Party Services does not constitute endorsement, verification, or approval of such services. You acknowledge that the Company has no control over Third-Party Services and shall not be liable for any damages, losses, or claims arising from their use, availability, or functionality.

Third-Party Terms. Your use of Third-Party Services is subject to their respective terms and conditions. We are not responsible for any loss or damage arising from your use of Third-Party Services.

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Züm Rails Payments (Required for Payment Functionality)

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Use of Züm Rails. We use Züm Rails to provide certain payment processing and related services, including (as applicable) card processing, EFT/ACH processing, Interac e-Transfer, online payments, payment initiation, funds movement, chargeback/return handling, and related transaction services. You must be approved by Züm Rails (and/or its vendors and networks, as applicable) to use certain payment functionality.

Züm Rails Customer Agreement; No Modification by WeSpare. To use payment functionality, you may be required to review and accept an online or written consumer agreement and/or related terms presented by Züm Rails or WeSpare on Züm Rails’s behalf (the “Züm Rails Consumer Agreement”). The Züm Rails Consumer Agreement governs your relationship with Züm Rails (and/or its vendors, as applicable) in connection with Züm Rails Services. WeSpare does not modify the Züm Rails Consumer Agreement and you acknowledge that Züm Rails may amend or update its consumer terms, fees, and policies from time to time.

Approval, Underwriting, and Ongoing Monitoring. Züm Rails and its vendors may conduct onboarding, underwriting, approval, and ongoing monitoring, and may accept, reject, suspend, or limit your access to payment functionality, in their sole discretion and as required by applicable law and network rules.

Holds, Delays, Reversals, Returns, and Chargebacks. Züm Rails, its vendors, or payment networks may place holds on deposits, delay settlement, reverse transactions, return debits/credits, or process chargebacks and disputes. These actions may delay or prevent contributions, payouts, or other transactions in your Circles. If Züm Rails suspends or limits your access, WeSpare may suspend or limit your access to payment functionality and, if necessary to protect Circle integrity, to other aspects of the Services.

Fees Determined by Züm Rails and Networks. Züm Rails and/or its vendors and networks determine certain fees for services they provide (including, as applicable, chargeback fees, return fees, processing fees, and other network fees). Those fees may be charged directly by Züm Rails (or its vendors) or passed through by WeSpare. We will disclose Züm Rails-originating fees that apply to a transaction before you confirm it, to the extent reasonably practicable. Your use of payment functionality constitutes your consent to such fees.

Information Sharing for Payments. You authorize WeSpare to share your information with Züm Rails and its vendors as needed to provide the Services, support underwriting/onboarding, transaction processing, risk monitoring, compliance, customer support, and dispute handling.

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Privacy Policy

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Data Collection. We collect and use your personal information in accordance with our Privacy Policy, which is incorporated into these Terms by reference. Please review the Privacy Policy here: https://wespare.ca/en-ca/terms-and-conditions .

Data Sharing With Züm Rails; Controller Roles. To enable payment functionality, WeSpare shares your personal information with Züm Rails (and, as applicable, its vendors and service providers). For personal information processed by Züm Rails in connection with services it provides, Züm Rails may act as an independent data controller (or equivalent role under applicable law) and process your data in accordance with its own privacy policy and applicable law. WeSpare does not control Züm Rails’s independent processing activities. By using payment functionality, you consent to this sharing and to Züm Rails’s processing as described.

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Risk Disclosure

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Default Risk. You acknowledge and accept that participation in Circles involves inherent financial risks. In the event of default, non-performance of your payment obligations, or payment-processing events such as holds, delays, reversals, returns, or chargebacks, you may experience significant delays in payouts or other transactions, and you may remain liable for outstanding amounts owed. The Company shall not be liable for, and you hereby release the Company from, any claims, damages, or losses arising from or related to such defaults or payment-processing events, including but not limited to direct, indirect, consequential, special, or punitive damages.

Early Withdrawal. The Member acknowledges and agrees that, after receiving a payout in a Public Circle, early withdrawal from that Circle prior to its scheduled completion date is not permitted. Any attempted withdrawal, cancellation, or default following payout may, at the Company’s sole discretion and to the extent permitted by law:

Result in a cancellation fee or other disclosed charges;

Trigger liability for any outstanding advance or other adverse financial impact on WeSpare or the Circle; and,

Result in permanent or temporary ineligibility for future Circle participation, collection activity, and/or adverse credit reporting.

The Company reserves the right to assess and impose any such fees or consequences as outlined in the applicable Schedule of Charges or Circle-specific terms.

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Overcommitment. You represent and warrant that you have carefully assessed your financial capacity and suitability for Circle participation. You acknowledge that overextension of financial commitments may result in default, impaired creditworthiness, or financial hardship. The Company bears no responsibility for assessing individual member suitability and expressly disclaims any liability for adverse consequences resulting from member overcommitment.

No Guarantee. The Company provides the platform and Services “as is” and makes no representations or warranties, express or implied, regarding platform performance, user compliance, payment-processing outcomes, or the achievement of any expected payouts, returns, or other financial results. You acknowledge that past performance does not guarantee future results, and that withdrawal timing, payout timing, or transaction completion may be affected by payment holds, returns, reversals, chargebacks, underwriting, risk reviews, or compliance actions imposed by Zūm Rails, other service providers, or applicable payment networks. Notwithstanding the foregoing, and subject to these Terms, you will be entitled, at a minimum, to withdraw an amount equal to the funds you originally contributed, less any applicable network, blockchain, gas, transaction, payment-processing, or similar third-party fees. Your use of the platform and Services, and your participation in any feature made available through them, is otherwise entirely at your own risk and discretion.

Payment Processing Risks. Payment processing involves risks including transaction failures, settlement delays, holds, reversals, returned debits/credits, chargebacks, and disputes, which may be imposed by Züm Rails, its vendors, financial institutions, or applicable payment networks. These events may impact the timing and completion of Circle contributions and payouts. WeSpare does not guarantee that payment transactions will be completed on a particular timeline.

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Termination

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Termination by WeSpare. We may terminate or suspend your access to the Services, at our sole discretion, without notice, if you violate these Terms or engage in fraudulent or unlawful conduct.

Partner-Driven Suspension. If our financial services partner suspends, limits, or terminates your access to its services, WeSpare may immediately suspend, limit, or terminate your access to payment functionality and, if necessary to protect Circle integrity, to other aspects of the Services. Your pre-existing obligations, including Circle contributions, remain in effect.

Termination by You. You may terminate your User Account by contacting us. If you are part of an active Circle, termination will take effect after the Circle’s completion. You remain responsible for any obligations incurred prior to termination.

Effect of Termination. Upon termination, your right to use the Services will immediately cease. All provisions of these Terms that by their nature should survive termination will survive.

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Machine Learning

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Right of WeSpare. Subject to applicable law, our Privacy Policy, and obtaining any valid consents required from you, WeSpare has the right to collect, use, analyze, and derive insights from data and other information related to the Services and their related systems and technologies during the term. This includes, but is not limited to, account data, transaction-related data, usage data, inputs, selections, actions, training, and interactions with the Services and software. WeSpare may also use such data to develop, test, improve, and operate analytics tools, fraud prevention systems, and machine learning models, provided that WeSpare does not disclose your personal information except as permitted by these Terms, the Privacy Policy, and applicable law.

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Dispute Resolution

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Governing Law. These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provisions. You irrevocably submit to the exclusive jurisdiction of the courts of Ontario for the resolution of any disputes, except as provided in the Arbitration section below.

Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms or the Services, including the formation, interpretation, breach, or termination thereof, shall be referred to and finally resolved by binding arbitration. The seat of arbitration shall be Toronto, Ontario, Canada. The language of arbitration shall be English. The arbitration panel shall consist of one arbitrator. Unless the applicable Circle-specific agreement provides otherwise, the arbitration shall be administered by the ADR Institute of Canada in accordance with its Canadian Arbitration Rules. The arbitration award shall be final and binding on the Parties.

No Class Actions. You agree to resolve any disputes with us solely on an individual basis and not as part of a class, consolidated, or representative action. You expressly waive any right to participate in a class action lawsuit, class-wide arbitration, private attorney-general action, or any other proceeding in which any party acts or proposes to act in a representative capacity.

Injunctive Relief. Notwithstanding the Arbitration provisions above, either party may seek immediate injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or prevent irreparable harm. Nothing in these Terms shall preclude either party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Züm Rails Disputes. To the extent a dispute relates solely to Züm Rails services, processing decisions, chargebacks, returns, network fees, or other matters governed by the Züm Rails Consumer Agreement, such dispute is governed by the Züm Rails Consumer Agreement and applicable network rules, and WeSpare may not have the ability to resolve or control the outcome of such dispute.

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Limitation of Liability

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Good-Faith Actions. To the maximum extent permitted by law, WeSpare will not be liable for actions taken or omitted in good faith in connection with the operation of the Services, fraud prevention measures, compliance efforts, payment-partner instructions, or the enforcement of these Terms.

User’s Warranties and Representations. You acknowledge, agree, represent, and warrant to WeSpare that you will abide by all obligations under these Terms, including respecting WeSpare’s, Züm Rails’s, and Third Parties’ rights, using the Services lawfully, not engaging in harassment or malicious behavior, providing authentic representation, not introducing malicious code, not engaging in harmful activity, not offering or receiving improper incentives, notifying WeSpare of breaches or suspicious activity, and accepting responsibility for your actions and omissions.

Fraud and Abuse Measures. If WeSpare, Züm Rails, or a payment network identifies suspected or actual fraud, abuse, chargeback manipulation, prohibited transactions, or violations of law or policy, we may, without notice, suspend your account, place restrictions or holds, cancel or reverse transactions, and recover related losses from you as described in these Terms.

Liability Cap. To the maximum extent permitted by law, our total liability to you for any claims arising out of or relating to these Terms or the Services shall not exceed the amount you have paid to WeSpare in the twelve (12) months preceding the event giving rise to the claim.

Disclaimer of Warranties. The Services are provided “as is” and “as available” without any warranties of any kind, either express or implied. We disclaim all warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Aggregate Liability. For certainty, Section 56 states the sole aggregate monetary cap applicable to WeSpare’s liability arising out of or related to these Terms and the Services.

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Indemnification

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Indemnification. You agree to indemnify, defend, and hold harmless WeSpare, our financial services partner, Züm Rails, and their respective affiliates, officers, directors, employees, agents, vendors, processors, networks, and service providers (collectively, the “Indemnified Parties”) from and against any third-party claims, demands, lawsuits, or proceedings, and any related damages, losses, liabilities, penalties, judgments, costs, and expenses (including reasonable legal fees), arising out of or relating to: (a) your access to or use of the Services; (b) your violation of these Terms, the applicable Public Circle Agreement, or the Züm Rails Consumer Agreement; (c) your violation of applicable law or payment-network rules; (d) your infringement or misappropriation of any third-party rights; or (e) your transactions, defaults, disputes, returns, reversals, or chargebacks. This indemnification obligation shall not apply where expressly prohibited by law.

Liability Cover. Your indemnification obligations under Section 59 include damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, and costs, including reasonable legal fees and expenses, whether known or unknown, foreseen or unforeseen, actual or potential, and whether arising in law or equity, except to the extent prohibited by applicable law.

Indemnification Procedure. In the event of a claim subject to indemnification, WeSpare will furnish reasonably prompt written notice of the claim to you. WeSpare will permit you to assume control over the defence and settlement of the claim; however, you may not settle any claim without first securing an unconditional release of the applicable Indemnified Parties from all associated liability and without imposing any admission of fault or ongoing obligation on them. Furthermore, WeSpare will extend all reasonable assistance to you in the defence of the claim, with the understanding that any costs accrued from such assistance shall be borne by you.

Reimbursement for Partner Losses and Costs. You are directly liable to WeSpare for any losses, fees, penalties, assessments, chargebacks, EFT/ACH/Interac returns, clawbacks, network fines, reserve deficits, negative balances, fraud losses, or other amounts that WeSpare is required to pay or that are debited from WeSpare’s accounts by Züm Rails (or any network, bank, vendor, or processor) arising from your use of the Services, your transactions, your default, or your breach of these Terms, the applicable Public Circle Agreement, or the Züm Rails Consumer Agreement. Upon our request, you will promptly reimburse WeSpare for all such amounts and related costs, including reasonable legal fees and expenses. We may collect these amounts by debiting your payment method(s), initiating debits to your bank account, charging your card, offsetting against funds payable to you, or using any other lawful collection method.

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Miscellaneous

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Relationship of the Parties. The Parties herein operate as independent contracting Parties. These Terms do not designate either party as the legal agent, partner, employee, or representative of the other for any purpose. Neither party has the authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other, except as otherwise expressly provided in these Terms or as required for payment processing arrangements described herein.

General Disclaimers. You acknowledge that WeSpare’s sole responsibility is to provide the Services as described in these Terms and any applicable Circle-specific terms. Except as expressly stated in these Terms or any applicable Public Circle Agreement, WeSpare does not provide banking services, legal advice, tax advice, investment advice, or financial advice, and does not guarantee Circle performance or payment outcomes.

Reasonableness of Undertakings. Each Party acknowledges that the commitments assumed under these Terms are reasonable having regard to their subject matter, scope, duration, and the nature of the Services, and do not, in any manner, unreasonably inhibit its lawful activities.

Governing Law. Governing Law and Forum Clarification. For certainty, Section 49 governs governing law, jurisdiction, and arbitration for disputes arising out of or relating to these Terms.

Severability. If any provision of these Terms is found invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect.

Assignment; Entire Agreement. You may not assign or transfer these Terms or any of your rights or obligations hereunder without our prior written consent. WeSpare may assign or transfer these Terms, in whole or in part, in connection with a corporate reorganization, merger, acquisition, sale of assets, financing, or by operation of law. Subject to the foregoing, these Terms bind and benefit the Parties and their permitted successors and assigns. These Terms, together with the applicable Public Circle Agreement, the Privacy Policy, and any applicable Circle-specific terms and disclosures, constitute the entire agreement between you and WeSpare regarding the Services and supersede prior written and oral agreements, discussions, or representations concerning the same subject matter.

Headings. The headings used in this Agreement merely assist in classifying and identifying the provisions and do not influence the interpretation or construction of a provision.

Maximum Enforcement. Without limiting Section 67, if any portion of a provision of these Terms is found invalid or unenforceable, that portion will be enforced to the maximum extent permissible to reflect the intent of the Parties, and the remainder of these Terms will continue in full force and effect.

Compliance. Any provision of this Agreement contravening any applicable law will be interpreted or construed to comply with the applicable law.

Amendments. These Terms may be amended from time to time by WeSpare in accordance with the notice provisions set out at the beginning of this Agreement. Where applicable law requires a particular form of acceptance, consent, or signed writing for a specific amendment, that amendment will become effective only in the manner required by law.

No Waiver. A Party’s failure to exercise a right or remedy granted to it under this Agreement shall not constitute a waiver of its rights or remedies.

Force Majeure. If WeSpare is unable to perform any of its obligations or exercise its rights under these Terms due to causes, circumstances, or events beyond its control—such as natural disasters (e.g., floods, fires, earthquakes, or epidemics and pandemics), civil unrest (e.g., riots, strikes, or wars), government actions (e.g., acts of government, customs barriers, or hartals), or other similar events—these occurrences shall be collectively referred to as a “Force Majeure Event.” In such cases, WeSpare’s performance will be excused, and it will be relieved of its obligations for the duration of the Force Majeure Event.

Cumulative Rights. All rights referred to in this Agreement are cumulative, and any waiver of the enforcement of a right granted by one Party for the benefit of another shall not waive the enforcement of any other right unless expressed in writing.

Neutrality of Terms. Where appropriate, the singular number set forth in this Agreement shall be interpreted as the plural number, and the gender shall be interpreted as masculine, feminine, or neuter, as the context dictates

Counterparts. This Agreement may be executed and delivered in one or more counterparts, each of which when executed and delivered shall be an original.

Successors. This Agreement binds the Parties as well as their respective successors, heirs, and assigns, unless otherwise stipulated.

No Duress. The Parties represent and acknowledge that the terms and conditions of this Agreement have been freely discussed amongst them and not imposed by any Party.

Time of Essence. Time is of the essence in this Agreement.

Preamble. The Preamble of this Agreement is an integral part of this Agreement.

Contact Information. If you have any questions or concerns about these Terms or the Services, please contact us at help@wespare.com .

Terms of Service

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