WISE shall have the right, at its sole discretion, to modify, add, or remove any terms or conditions of these Terms of Use at any time (“Changes“). You will be notified of any Changes through a posting on the Web Site, a notification in the Services, or via e-mail. Any Changes shall be effective THIRTY (30) days following the posting of such Changes (the “New Effective Date“). The most recent version of these Terms of Use may always be found at https://app.wise-biz.com/legal/. You agree to review these Terms of Use from time to time and agree that any subsequent use by you of the Services following the New Effective Date shall constitute your acceptance of all such Changes. If you do not agree to any or all of the Changes, you must stop using the Services immediately and notify WISE via e-mail. These Terms of Use were last modified on September 1, 2012.

Any and all information and content made available through the Services (“Information And Content“) is provided solely as a convenience to you for general informational purposes only and are not intended to provide specific commercial, financial, investment, accounting, tax, or legal advice. The Services and all Information And Content is provided to you solely for your own personal, non-commercial use and not for purposes of resale, distribution, public display or performance, or any other uses by you in any form or manner whatsoever.

WISE does not guarantee the accuracy, authenticity, timeliness, reliability, appropriateness, correct sequencing, or completeness of any of the Information And Content, including without limitation any information posted on WISE Community forums. You agree that all risk associated with the use of, or reliance on, any of the Information And Content accessed through the Services rests with you. You further agree that WISE shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any of the Information And Content.

Your license to access and use the Services is subject to the following restrictions and prohibitions on use (“User Conduct and Obligations”). You agree that you shall not:

• access and use the Services strictly in accordance with these Terms of Use;

• use the Services solely for internal, personal, non-commercial purposes, and;

• display, download, archive or print a single copy of any discrete Information And Content, or any information and/or content otherwise distributed by or from WISE, solely for internal, personal, non-commercial purposes, provided that, in doing so, you do not further distribute, sell, or modify the Information and Content in any way, maintain all copyright and other notices contained therein, and you comply with the User Conduct and Obligations set forth herein (collectively, the “Permitted Uses“).

Educational Use: Solely for educational purposes in an academic institution or environment, you may freely display, download, archive, print, or distribute to your students Information And Content from the WISE site (such as printouts, copies, or images of WISE web pages or apps – but under no circumstances raw currency data) provided that, in doing so, you maintain all copyright and other notices contained therein, and you and your students comply with the User Conduct and Obligations set forth herein.

Except for the Permitted Uses contained in this limited license, nothing in these Terms of Use grants, or should be construed to grant, any licenses or rights, by implication, estoppel or otherwise, under copyright or other intellectual property rights. You agree that all right, title and interest (including all copyrights, trademarks, service marks, patents and other intellectual property rights) in the Services, and their Information and Content belong to WISE and/or its licensors, as applicable.

You are granted a non-transferable, non-exclusive, revocable license to:

• upload, post, transmit, share or otherwise make available through, or to, the Services any content that:

• is unlawful, abusive, threatening, harmful, obscene, lewd, offensive, defamatory, or otherwise objectionable;

• might infringe the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others;

• might violate any local, federal, or international law, or any rules of any securities exchange, either intentionally or unintentionally, or;

• contains any viruses, trojan horses, time bombs, cancelbots, or any other harmful or disruptive computer code, file, or program designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

• reproduce, copy, modify, distribute, market, display, transfer, sublicense, prepare derivative work(s) or adaptation(s) based on, sell, exchange, barter, transfer, or otherwise make available in any form or by any means, except for the express limited Permitted Uses, all or any portion of the Services or any Information And Content retrieved therefrom;

• disrupt, disable, place unreasonable burdens or excessive loads on, interfere with, or attempt to gain unauthorized access to any portion of the Services, or their computer systems, servers, or networks;

• post or provide any information that that you know (or ought to know) is false or misleading, provide false information about yourself, impersonate any other person, or otherwise attempt to mislead others about your identity, your affiliation with any person or entity, or the origin of any content, message, or other communication;

• upload, post, transmit, share, or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation, bulk e-mail, or duplicative messages;

• use any automatic or manual process to collect, harvest, gather, or extract information about other visitors to or users of the Services, or otherwise systematically extract data or data fields, including without limitation any financial and/or currency data or e-mail addresses;

• use the Services for the purpose of gathering information for, or transmitting, unsolicited bulk commercial e-mail over the Internet to other users of the Services or to other third parties. Internet e-mail sent to, or through, the computer systems of the Services or to users of the Services or to other third parties containing invalid or forged headers, invalid or non-existent domain names, or other deceptive addressing is deemed counterfeit. SENDING, OR ATTEMPTING TO SEND, COUNTERFEIT E-MAIL TO, OR THROUGH, THE COMPUTER SYSTEMS OF THE SERVICES IS STRICTLY PROHIBITED;

• provide access to or use of any portion of the Services through any timesharing system, service bureau, the Internet, or any other technology now existing or developed in the future, except as specifically permitted in writing by WISE;

• redistribute any Information And Content, including but not limited to financial and currency data, in any manner whatsoever including without limitation by means of printed publication, fax broadcast, web pages, e-mail, web newsgroups or forums, or any other electronic or paper-based service or method, to any person, organization, corporation or other entity, including within your own organization or externally, except for the limited Permitted Uses;

• use any Information And Content, including but not limited to financial and currency data, for any purpose competitive with WISE’s businesses which include, without limitation, providing raw currency data and currency rate conversion services;

• present, archive, cache, frame, scrape, or mirror any Information And Content from any part of the Services within another web site, except with express written permission from WISE;

• remove, obscure, or alter any notice of WISE’s or WISE CORPORATION’s intellectual property rights present on or in the Services, including but not limited to copyright, trademark, and/or patent notices;

• copy, disassemble, decompile, translate, reverse engineer or otherwise reduce the Services software or use any network monitoring or discovery software to determine the newtork and/or computer architecture, except as permitted by mandatory rules of applicable law that cannot be disapplied by contract;

• remove, disable, defeat, or change any functionality or appearance of the Services or intentionally alter the format in which financial and currency data is provided by WISE or otherwise circumvent the Services’ regular interfaces to such data; and embed or import any financial and currency data provided in, on or through the Services into any information services (whether or not web-based), data files, or application software, including without limitation accounting and payroll systems, except as specifically permitted in writing by WISE.

• embed or import any financial and currency data provided in, on or through the Services into any information services (whether or not web-based), data files, or application software, including without limitation accounting and payroll systems, except as specifically permitted in writing by WISE.

The foregoing prohibitions expressly include, but are not limited to, the practice of “screen scraping”, or any other practice or activity the purpose of which is to obtain lists of data, portions of a database, or other lists or information from the Services, in any manner or in any quantities not authorized in writing by WISE.

WISE reserves the right to seek all remedies available at law and in equity for violations, or for suspected violations, of these Terms of Use, including but not limited to the right to block access from a particular IP address to the Services and their features.

By uploading, posting, transmitting, sharing, or otherwise making available to the Services any information or content, or submitting any materials for use on the Services, you grant (or warrant that the owner of such rights has expressly granted) WISE or its designee a perpetual, royalty-free, irrevocable, fully-paid, non-exclusive, worldwide right and license to use, reproduce, modify, adapt, publish, sublicense, translate, reformat, create derivative work(s) or adaptation(s) from, and distribute such information, content, and/or materials.

All analysis, commentary, views, and opinions (the “Market Analysis”) expressed on or through the Services represent those of independent third parties and not WISE. Although the Market Analysis has been obtained from sources which WISE believes to be reliable, it has not been independently verified. By its nature such information is subject to human error and judgment. In addition, financial markets and general economic conditions are subject to rapid change and uncertainty. As a result, WISE does not guarantee the accuracy, authenticity, timeliness, reliability, or completeness of any of the Market Analysis. The Market Analysis is provided for informational purposes only. No part of the Market Analysis constitutes investment advice nor should it be considered as such. You should not rely on the Market Analysis when making investment decisions. You agree that all risks associated with the use of, or reliance on, any of the Market Analysis rests with you.

THE SERVICES AND ALL INFORMATION AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WISE, ITS AFFILIATES, AGENTS AND/OR SUPPLIERS, OFFICERS, DIRECTORS, AND EMPLOYEES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES. WISE DISCLAIMS ALL RESPONSIBILITY FOR, BUT NOT LIMITED TO, ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF, OR ANY WAY RELATED TO:

• ANY ERRORS IN OR OMISSIONS FROM THE SERVICES AND THEIR INFORMATION AND CONTENT, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS;

• ANY THIRD PARTY WEB SITES OR THIRD PARTY APPLICATIONS SOFTWARE AND CONTENT, DIRECTLY OR INDIRECTLY, ACCESSED THROUGH HYPERTEXT LINKS IN THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM;

• THE UNAVAILABILITY OF THE SERVICES, INFORMATION AND CONTENT, OR ANY PORTION THEREOF;

• YOUR USE OF THE SERVICES OR RELIANCE ON ANY INFORMATION AND CONTENT;

• PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ON-LINE SYSTEMS, SERVERS, INTERNET ACCESS PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR ANY COMBINATION THEREOF, INCLUDING WITHOUT LIMITATION ANY INJURY OR DAMAGE TO YOUR, OR ANY OTHER PERSON’S, COMPUTER AS A RESULT OF USING THE SERVICES, OR;

• YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SERVICES.

ALL WARRANTIES, TERMS AND CONDITIONS, EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS. WISE DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, INFORMATION AND CONTENT, OR MATERIALS IN THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, TIMELY, CURRENT, ERROR-FREE, OR OTHERWISE RELIABLE, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SOFTWARE, INFORMATION AND CONTENT, OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. AS A VISITOR TO THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT ANY RELIANCE ON OR USE BY YOU OF ANY INFORMATION AND CONTENT SHALL BE ENTIRELY AT YOUR OWN RISK.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL WISE BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE SERVICES. WISE SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND COURT COSTS) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH:

• THE USE OF OR INABILITY TO USE THE SERVICES, OR ANY INFORMATION AND CONTENT CONTAINED THEREIN;

• YOUR PARTICIPATION OR RELIANCE ON ANY INFORMATION AND CONTENT ACCESSED IN CONNECTION WITH THE SERVICES;

• ANY OTHER MATTER RELATING TO THE SERVICES AND/OR ANY INFORMATION AND CONTENT, REGARDLESS OF WHETHER ANY OF THE FOREGOING IS DETERMINED TO CONSTITUTE A FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE.

TO THE EXTENT THIS LIMITATION ON LIABILITY IS PROHIBITED, WISE’S SOLE OBLIGATION TO YOU FOR DAMAGES SHALL BE LIMITED TO $1.00.

You acknowledge and agree that WISE reserves the right, in its sole discretion and at any time, to modify, change, add to, terminate, or discontinue (with respect to an individual user or all users) the Services and/or any associated services, Information And Content, or technical specifications with or without notice to you, and that WISE will not be responsible or liable, directly or indirectly, to you or any other person in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such modification or discontinuance.

You acknowledge that you have read and agree to all of the terms and conditions of WISE’s Privacy Policy, which is located at:https://app.wise-biz.com/privacy, and that you agree to the incorporation of the Privacy Policy into these Terms of Use.

The transmission of data or information (including communications by e-mail) over the Internet or other publicly accessible networks is not secure, and is subject to possible loss, interception, or alteration while in transit. Accordingly, WISE does not assume any liability for any damage you may experience or costs you may incur as a result of any transmissions over the Internet or other publicly accessible networks, including without limitation transmissions involving the exchange of e-mail with WISE containing your personal information. While WISE shall take commercially reasonable efforts to safeguard the privacy of the information you provide to WISE and shall treat such information in accordance with WISE’s Privacy Policy, in no event will the information you provide to WISE be deemed to be confidential, create any fiduciary obligations to you on WISE’s part, or result in any liability to you on WISE’s part in the event that such information is inadvertently released by WISE or accessed by third parties without WISE’s consent.

“WISE”, “UNIVERSAL CURRENCY CONVERTER”, “WISE MONEY TRANSFER”, the WISE logo, the spinning currency logo, and other identifying marks of WISE are and shall remain the trade-marks and trade names and exclusive property of WISE CORPORATION, and any unauthorized use of these marks is unlawful. Other trade-marks on the Services are the property of their respective owners. All content in the Services, including without limitation all programs, complied binaries, interface layout, interface text, documentation, and graphics, is the copyrighted property of WISE and is protected by international copyright law. The Information And Content may be used by you only for your personal, non-commercial use as expressly provided for in the Permitted Uses and may not be taken out of context or presented in a misleading or discriminatory manner. Any rights not expressly granted to you are reserved by WISE.

You agree to indemnify, defend, and hold WISE and WISE’s affiliates, business partners, officers, directors, employees, and agents harmless from any loss, liability, claim, action, suit, demand, damage, or expense (including reasonable legal fees, costs of investigation and court costs) asserted by any third party relating in any way to, or in respect of, your use of the Services, any third party applications, software, information, content, and/or materials you post or share on or through the Services, or breach of these Terms of Use. WISE reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligations.

You acknowledge and agree that your correspondence and business dealings with any third parties, including any merchants or advertisers, found on or accessed through the Services, including payment for and delivery of any related goods and services, and all other terms, conditions, representations, and warranties related to such dealings, are solely as between you and such third parties. You understand and acknowledge that some of the services accessible through the Services are provided by third parties and may make use of the WISE name, logo and/or other identifying marks of WISE, (including, but not limited to, discount foreign exchange services provided by HiFX and made available through the Services as WISE Money Transfer) and that in certain instances, WISE may receive referral fees and/or other compensation from third parties on a per use or other basis based on your purchase or use of third party goods or services found on or accessed through the Services. YOU ACKNOWLEDGE THAT IN SUCH DEALINGS WITH THIRD PARTIES, WISE IS NOT THE SELLER OR PROVIDER AND YOUR AGREEMENT OF PURCHASE OR FOR SERVICES WITH SUCH THIRD PARTY IS SOLELY BETWEEN YOU AND THE THIRD PARTY, AND NOT WISE. WISE ASSUMES NO RESPONSIBILITY WHATSOEVER FOR ANY CHARGES, LOSSES OR LIABILITIES YOU, OR ANY USER OF YOUR ACCOUNT, INCURS WHEN MAKING PURCHASES, DEALING WITH OR COMPLETING TRANSACTIONS WITH SUCH THIRD PARTIES. By accessing third party services through the Services, you hereby authorize such third party service providers to provide WISE with personal information regarding your use of and your activities with respect to the purchase and use of third party services and/or goods.

Hypertext links or pointers to third party web sites and references to products and services offered by third parties are provided to you for convenience only and do not constitute an endorsement or approval by WISE of:

• the organizations that operate such web sites;

• the information, content, privacy policies or other terms of use on such web sites, or;

• such third party products and services.

As WISE has no control or responsibility over, and does not investigate, monitor, or check for accuracy third party web sites or information and/or content maintained by other organizations, or for products and services offered by third parties, and WISE does not assume any liability for your use of any of the foregoing. If you decide to exit the Services and access third party web sites, you acknowledge and agree that you do so at your own risk and you should be aware that these Terms of Use no longer govern.

Some Services may incorporate code licensed under the Apache License, Version 2.0 (the “Apache License”); you may not use such code except in compliance with the Apache License. You may obtain a copy of the License at:

http://www.apache.org/licenses/LICENSE-2.0

Unless required by applicable law or agreed to in writing, software distributed under the Apache License is distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the Apache License for the specific language governing permissions and limitations under the License.

Unlawful Activity

WISE reserves the right to investigate complaints or reported violations of these Terms of Use and to take any action WISE deems appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties, and disclosing any information necessary or appropriate to such persons or entities relating to your profiles, e-mail addresses, usage history, posted materials, IP addresses, and traffic information.

These Terms of Use incorporate by reference all notices and disclaimers contained in the Services, including but not limited to the Privacy Policy and, except for any agreements with WISE that expressly reference these Terms of Use (i.e. the End User Licensing Agreement), constitute the entire agreement between you and WISE with respect to access to, and use of, the Services. Except as specifically set forth herein, these Terms of Use supersede any prior agreements, including prior oral and/or written statements or representations not contained herein, between you and WISE relating to the Services. This agreement is not intended to create a partnership, joint venture or agency relationship between you and WISE.

If any provision of these Terms of Use is invalid, illegal or unenforceable in any respect under any applicable statute or rule of law, the provision shall be deemed omitted to the extent that it is invalid, illegal or unenforceable. In such a case, the remaining provisions of these Terms of Use shall be construed in a manner as to give greatest effect to the original intention of the parties hereto. WISE’s failure to insist upon, or enforce, strict performance of any right or provision of these Terms of Use shall not constitute or be construed or deemed to be a waiver of such right or provision in the future or a waiver of any other right or provision under these Terms of Use. You agree that these Terms of Use, WISE’s Privacy Policy and other notices posted through the Services have been drawn up in English. Although translations in other languages of any of the foregoing documents may be available, such translations may not be up to date or complete. Accordingly, you agree that in the event of any conflict between the English language version of the foregoing documents and any other translations thereto, the English language version of such documents shall govern.

These Terms of Use shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict of laws provisions thereto. All rights and remedies, whether conferred by this agreement, by any other instrument or by law, shall be cumulative, and may be exercised singly or concurrently. The parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario.

In addition to applicable disclaimers stated above, WISE’s performance under these Terms of Use shall be excused in the event of interruption and/or delay due to, or resulting from, causes beyond its reasonable control, including but not limited to acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, flood, earthquake, explosion, embargo, acts of terrorism, power failure, equipment failure, industrial or labour disputes or controversies, acts of any third party data provider(s) or other third party information provider(s), third party software, or communication method interruptions.