CADD Terms and Conditions
CADD Terms and Conditions
Last Updated: March 4, 2026
These CADD Terms and Conditions (these “CADD Terms”) govern the issuance, holding, redemption and other use of CADD and constitute a legal agreement that is entered into by and between you, acting in your own capacity, and CAD Digital Inc. dba CAD Digital, a corporation incorporated and existing under the Business Corporations Act (Alberta) (“CAD Digital”), acting solely in its capacity as agent for and on behalf of Tetra Trust Company, a trust corporation incorporated and existing under the Loan and Trust Corporations Act (Alberta) (the “Issuer”). In these CADD Terms, the term “you”, “your” or “End User” means the person holding, redeeming or otherwise using CADD.
In these CADD Terms, “we”, “us” or “our” means the Issuer, which is acting through its agent, CAD Digital. For certainty, these CADD Terms govern the relationship between you and the Issuer. As a result, for the purposes of these CADD Terms: (a) CAD Digital acts hereunder solely as agent to the Issuer and not in its individual capacity; (b) all rights granted to and obligations imposed on CAD Digital hereunder are those of the Issuer, with CAD Digital exercising and performing same as agent to the Issuer; and (c) all rights granted to or obligations imposed on the Issuer hereunder may be exercised or performed directly by the Issuer or by CAD Digital (as agent to the Issuer).
BY HOLDING OR OTHERWISE USING CADD, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE CADD TERMS AND THE CADD PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE CADD TERMS AND THE CADD PRIVACY POLICY, YOU MUST NOT HOLD OR USE CADD.
By holding or otherwise using CADD, you represent and warrant that you are of the legal age of majority, and meet all other requirements prescribed by Applicable Law to form a binding contract with us. If you are entering these CADD Terms on behalf of a company or other legal entity or organization, you represent that you have the full right, power, and authority to bind such company, entity or organization to these CADD Terms. If you do not meet all of these requirements, you must not hold or use CADD.
These CADD Terms may be amended by us in accordance with Section 12, and the date of the last update is shown above.
Please be advised, capitalized terms used herein have the meaning ascribed to them in Section 21.
- Overview of CADD and the Trust.
1.1 For each CADD issued, we will collect CAD$1.00, which will be held in trust by Tetra Trust Company, as trustee (when acting in such capacity, the “Trustee”) and invested in Canadian Liquid Assets (such Canadian Liquid Assets held by the Trustee, the “Trust Capital”). The Trust Capital will be held in trust and will be used for no purpose other than funding Redemptions of CADD.
1.2 The Trust Capital, together with any income generated on the Trust Capital (such income, the “Trust Income”), will comprise the CADD Reserve and will be held by the Trustee in a Trust Account in accordance with the Trust Indenture. The Trustee will administer the Trust and operate the Trust Account in accordance with its fiduciary duty as set out in the
Trust Indenture, a copy of which is available on our website at https://tetradg.com/tetra-trust-indenture/. For clarity, as set out in Section 4.3, you are not eligible to receive any share of, or payment in respect of, the Trust Income.
1.3 As prescribed in the Trust Indenture, the Trustee will engage an Independent Audit Firm to conduct an annual audit of the financial statements of the CADD Reserve and to prepare monthly CADD Reserve Attestations. We will post copies of the audited financial statements and monthly CADD Reserve Attestations on our website at https://tetradg.com/cadd-reserve-attestations/.
- Your Transactions.
2.1 To the extent permitted by Applicable Law, you may:
(a) purchase CADD from, sell CADD to, or swap CADD for another crypto asset with, a distributor of CADD that is authorized by CAD Digital, as disclosed on our website (any such authorized distributor, a “Distributor”; any such purchase or sale, a “Distributor Transaction”); or
(b) send CADD to, receive CADD from, or swap CADD for another crypto asset with, a third party in a peer-to-peer transaction on a Supported Blockchain (a “Peer-to-Peer Transaction”).
2.2 You and the applicable Distributor you are transacting with are responsible for ensuring that all of the Distributor Transactions you undertake comply with Applicable Law, these CADD Terms and any contractual terms between you and such Distributor. You are solely responsible for ensuring that all of your Peer-to-Peer Transactions comply with Applicable Law and these CADD Terms. Distributor Transactions and Peer-to-Peer Transactions are collectively referred to in these CADD Terms as, “Your Transactions”. Your Transactions may be subject to transaction fees imposed by the applicable Distributor or Supported Blockchain, and we are not responsible for such fees.
- Redemptions of CADD.
3.1 If you would like to exchange your CADD for Canadian dollars, you may sell, liquidate or dispose of your CADD with a Distributor in accordance with any contractual terms between you and such Distributor. Alternatively, you may Redeem CADD directly with the Issuer in accordance with the process and terms set out in this Section 3.
3.2 To request a Redemption, you must first complete our registration process, which will include you:
(a) completing identity verification and sanctions screening in accordance with the Issuers’ policies and procedures, including providing all required documentation;
(b) providing information about your bank account designated for the receipt of Redemption Proceeds (the “Designated Bank Account”);
(c) expressly accepting these CADD Terms and the terms of use for any online portal that we may use to process Redemptions; and
(d) taking such other steps as we reasonably consider necessary to ensure that the Redemption is in compliance with Applicable Laws (including Canadian AML Laws and Canadian Sanctions Laws).
Upon completion of the foregoing process, we will provide you with a Burn address on your Supported Blockchain to which you may send CADD for Redemption (the “Burn Address”).
3.3 Following completion of the process set out in Section 3.2:
(a) you will be approved as an “Issuer-Registered End User” for the limited periodset out below, and as such you will be permitted to perform a Redemption of CADD by sending CADD to the applicable Burn Address by no later than 3:30 PM ET on the second Business Day following your approval as an Issuer- Registered End User (the “Redemption Cut-Off Time”); and
(b) CAD Digital will monitor the applicable Burn Address during Business Hours until the Redemption Cut-Off Time and upon detection of CADD at such Burn Address, CAD Digital will complete the following (and will use commercially reasonable efforts to do so within 4 Business Hours of when the CADD was received at the Burn Address):
(i) Burn the applicable CADD;
(ii) seek authorization from the Trustee for the transfer of the Redemption Proceeds from the Trust Account to your Designated Bank Account; and
(iii) upon receipt of Trustee’s authorization, initiate the wire transfer or similar transaction by which the Redemption Proceeds will be transferred from the Trust Account to your Designated Bank Account.
3.4 We will charge, in respect of each Redemption that you perform, an administrative fee equal to the greater of: (a) C$50.00; and (b) 0.25% of the Gross Redemption Proceeds (the “Redemption Administrative Fee”), plus applicable goods and services, harmonized sale, sales, service, use, and excise taxes, and any other similar taxes imposed on the Redemption Administrative Fee. We may change the Redemption Administrative Fee upon 10 Business Days’ prior written notice by amending these CADD Terms in accordance with Section 12. The Redemption Proceeds sent to your Designated Bank Account will be net of the Redemption Administrative Fee (plus applicable taxes).
3.5 In the event that CADD is sent to the Burn Address after the Redemption Cut-Off Time, such CADD will be sent back to the digital wallet address from which it was sent, less blockchain transaction fees applicable to the return transaction. In the event that the amount of CADD sent to the Burn Address is insufficient to cover the cost of blockchain transaction fees applicable to the return transaction, the CADD will remain at the Burn Address until the sender initiates a new Redemption transaction with CAD Digital by completing the process set out in Section 3.2.
3.6 We will use commercially reasonable efforts to process Redemptions in accordance with the timeframes set out above, but we are not liable or responsible to you for any liability, losses or damages that you might incur due to delays in processing a Redemption or sending you the applicable Redemption Proceeds.
3.7 You must complete a new registration process in accordance with Section 3.2 each time you want to Redeem CADD directly with the Issuer. For clarity, your approval as an Issuer-Registered End User does not lead to an ongoing client relationship with the Issuer, and the relationship created through completion of the registration process terminates upon the Redemption Cut-Off Time.
3.8 CAD Digital may decline to fulfil a Redemption request from you: (a) where the Redemption would be contrary to Applicable Law or these CADD Terms; (b) where the information provided by you in connection with the Redemption is insufficient or incomplete or is reasonably believed to be inaccurate or fraudulent; or (c) if Redemption rights have been terminated in connection with the winding down of CADD. Absent a reasonable justification to decline a Redemption, and provided that you are approved as an Issuer-Registered End User in connection with the Redemption, your CADD will be Redeemed in accordance with this Section 3.
3.9 In connection with each Redemption requested by you, you represent and warrant that: (a) you are the legal and beneficial owner of the Redeemed CADD with good and marketable title thereto, free and clear of any adverse claim, encumbrance or restriction which would restrict the Redemption of the applicable CADD; and (b) such Redemption complies with Applicable Law.
3.10 If you would like to initiate a Redemption of CADD, please email CAD Digital at: caddoperations@tetradg.com and and further instructions will be provided.
- Disclaimers, Disclosures and Risk Factors; Your Representations. By holding or otherwise using CADD, you acknowledge and agree to the below terms, and agree that we may exercise the rights described below without incurring liability to you:
4.1 You acknowledge that these CADD Terms do not outline every risk associated with holding or otherwise using CADD. It is your sole responsibility to assess and determine the nature, potential value, suitability, and appropriateness of such risks based on your own circumstances. Nothing on our website or in other materials provided by us should be interpreted as tax, legal, or investment advice. By holding or otherwise using CADD, you do so entirely at your own risk.
4.2 We are not responsible for any loss or damage incurred by you as a result of your use of CADD, or any failure to understand the nature of crypto assets (including CADD). You acknowledge that there are significant risks related to using CADD, including: (a) you bear all risk of loss in relation to your use of CADD, which may be substantial and losses may occur over a short period of time; (b) the price and liquidity of crypto assets have been subject to large fluctuations in the past and may be subject to large fluctuations in the future; (c) CADD are not legal tender in Canada, are not backed by the government, and accounts and values are not insured under the Canada Deposit Insurance Corporation Act or under any other deposit insurance regime; (d) changes in Applicable Law may adversely affect the use, transfer and value of crypto assets, including CADD; (e) Your Transactions will, in general, be irreversible; (f) losses due to Your Transactions that are fraudulent or accidental may not be recoverable; (g) some of Your Transactions will be deemed to be made when recorded on the Supported Blockchain, which is not necessarily the date or time that Your Transaction is initiated; (h) CADD in a given address are controlled by the private key of the holder of the address and if the private key is compromised or lost, the CADD in that address may be stolen or lost and otherwise unrecoverable; (i) there is no assurance that a person who accepts crypto assets (such as CADD) as a payment today will continue to do so in the future; and (j) the nature of crypto assets, including CADD may lead to an increased risk of fraud or cyberattack and technological difficulties may prevent or impair your use of CADD.
4.3 CADD has not been designed, and is not expected, to generate financial returns or profit for CADD Holders, appreciate in value or generate interest. You are not eligible to receive any share of, or payment in respect of, the Trust Income.
4.4 Although CADD can be Redeemed for CAD $1.00 as set out in Section 3, market conditions beyond our control may cause the value or price of CADD on external platforms (including with Distributors), third-party markets or exchanges to vary. We do not assume responsibility for any losses or complications arising from such value or price fluctuations.
4.5 Supported Blockchains may encounter congestion, elevated transaction costs, network modifications, outages, or Forks. We neither possess ownership nor exercise control over any Supported Blockchain protocols, and disclaim responsibility for their operation. We do not warrant the security, performance, or availability of any Supported Blockchain.
4.6 Depending on your jurisdiction, you may be restricted from using CADD. It is your sole responsibility to ensure that your use of CADD complies with Applicable Laws. You are fully responsible for complying with all tax obligations related to your use of CADD, including reporting and payment of any applicable taxes in your jurisdiction in accordance with Applicable Law.
4.7 You agree that you will not: (a) use CADD for any illegal activity or in violation of Applicable Law or these CADD Terms; (b) intentionally try to defraud (or assist in the defrauding of) the Issuer, CAD Digital or other end users of CADD; (c) provide false, inaccurate or misleading information; (d) take any action which interferes with our systems, data or information, including through the use of malicious software or programs; or (e) use our services on behalf of any third party or otherwise act as an intermediary between us and any third parties (each such use, a “Prohibited Use”), and we reserve the right to monitor Your Transactions and other information we receive about you for Prohibited Uses.
4.8 We may suspend or permanently restrict your use of CADD (including your ability to Redeem CADD) and block or otherwise prevent Your Transactions: (a) in connection with any Prohibited Uses of CADD; (b) if required by Applicable Law (including court orders, regulatory directives, or instructions from law enforcement or other competent authorities); (c) based on a Distributor’s notification or request (where applicable); or (d) if you breach these CADD Terms.
4.9 You represent and warrant that you are not, and are not acting on behalf of, a person designated or listed under Canadian Sanctions Law, and are not located in, and are not a citizen or resident of any jurisdiction that is designated or listed under Canadian Sanctions Law. Should we determine that the foregoing is not true, we may suspend or permanently restrict your use of CADD (including your ability to Redeem CADD). In such cases, any CADD presented for Redemption may be frozen and/or forfeited.
4.10 Your CADD may be subject to seizure or forfeiture by authorities, and we will comply with any legal requirements in this regard. CADD that is frozen, seized, forfeited, or otherwise restricted under Applicable Law may become permanently inaccessible and unusable, and may, where appropriate, be Burnt.
4.11 We may, at our sole discretion, restrict or block certain addresses if we believe they are linked to unlawful activity or any conduct that breaches these CADD Terms. This includes preventing the transfer of CADD to or from such addresses.
4.12 In certain circumstances, we may be required to wind-down CADD, which will be carried out in accordance with the terms of the Trust Indenture. Prior to the wind-down, we will publish (via press release and on our website) a notice which will specify the remaining period during which Redemptions may be made, which will not be less than 180 days after the date the notice is published and provide instructions for you to liquidate or Redeem your CADD holdings. Following the wind-down period, CADD Holders will no longer have Redemption rights and any CADD that remains outstanding will have no value with reference to the CADD Reserve.
4.13 You acknowledge the irreversible nature of transactions on the blockchain and that we bear no responsibility for any losses you might incur as a result of your transfers of CADD, including sending CADD to a wallet or address that does not support CADD.
4.14 You acknowledge that, given the public nature of crypto assets, unaffiliated third parties can create alternative or equivalent versions of CADD (including wrapped versions of CADD), including on one or more Supported Blockchains, and that such alternative or equivalent versions are not under our control and we assume no responsibility for any value that may be lost as a result of the acquisition or use of such alternative or equivalent versions of CADD.
4.15 You acknowledge that we may offer financial incentives, rewards or other forms of compensation to Distributors, based on the Trust Income, for promoting, listing or recommending CADD to their users, subject to any restrictions on offering such financial incentives, rewards or other forms of compensation. Such financial incentives, rewards or other forms of compensation are intended to enhance the distribution and awareness of CADD and do not influence the quality, safety or utility of CADD.
- Supported Blockchains and Forks. Each CADD that is issued by the Issuer will be recorded on one of the Supported Blockchains. The current list of the Supported Blockchains is posted on our website and is available at https://tetradg.com/supported-blockchains/ . We may designate additional blockchains as Supported Blockchains or remove a previously designated Supported Blockchain at any time, in our discretion. If we become aware of any forthcoming changes to the operating rules of a Supported Blockchain which would result in the creation of one or more related versions of the Supported Blockchain (each such version, a “Fork”), then we will provide notice on our website as soon as reasonably feasible as to which Fork will be supported and any other measures being taken to manage the impact of the Fork. For clarity, only CADD on the supported Fork will thereafter constitute CADD in accordance with these CADD Terms.
- Intellectual Property.
6.1 You understand and agree that all materials provided in relation to CADD and on our website at https://tetradg.com/cadd-stablecoin/ and its entire contents, features, and functionality are owned by us, our licensors, or other providers of such material and are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
6.2 “Tetra”, “tetratrust.com”, the Tetra logo, “CADD” and “CAD Digital”, and all related names, logos, product and service names, designs, images, and slogans are trademarks of Issuer or CAD Digital or their affiliates or licensors. You must not use such marks without prior written permission. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on our website and materials are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of Applicable Law and could subject the infringer to legal action.
- Your Information.
7.1 If we collect any of your personal information, our handling of it is governed by the Issuer’s privacy policy available at https://tetradg.com/cadd-privacy-policy/, which is incorporated by reference into these CADD Terms (the “CADD Privacy Policy”). By agreeing to these CADD Terms, you consent to the collection, use and disclosure of your information in accordance with the CADD Privacy Policy.
7.2 Where we maintain information about you, we may disclose such details in the following circumstances: (a) to banks or other financial institutions engaged in processing transactions on our behalf; and (b) to law enforcement agencies, regulatory bodies, tax authorities, self-regulatory organizations, or other third parties when required by subpoena, court order, or similar legal mandate, or when we reasonably believe disclosure is necessary to prevent harm or financial loss, report suspected unlawful conduct, or investigate potential breaches of these CADD Terms or any applicable policies.
- Disclaimer, Indemnity and Liability.
CERTAIN JURISDICTIONS (SUCH AS THE PROVINCE OF QUEBEC) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
8.1 DISCLAIMER. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, ALL SERVICES AND PRODUCTS PROVIDED BY US HEREUNDER ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
8.2 Indemnity. To the fullest extent permitted by Applicable Law, you agree to indemnify, defend, and hold harmless the Issuer and CAD Digital, along with their parent entities, affiliates, subsidiaries, and all related officers, directors, shareholders, members, partners, attorneys, employees, contractors, and agents (collectively, the “Indemnified Parties”), against any and all claims, actions, liabilities, losses, costs, expenses, or demands, including legal and accounting fees (“Losses”) arising, directly or indirectly, from: (a) your use (including holding) of CADD; (b) your violation of Applicable Law; or (c) your breach of these CADD Terms; provided, however, you will have no obligation to indemnify, defend or hold harmless the Indemnified Parties in accordance with the foregoing to the extent the Losses are caused by Issuer’s or CAD Digital’s gross negligence, willful misconduct or fraud. To the maximum extent permitted by law, you also release and discharge the Indemnified Parties from any claims, causes of action, debts, or liabilities of any kind relating to your use (including holding) of CADD, except to the extent caused by Issuer’s or CAD Digital’s gross negligence, willful misconduct or fraud.
8.3 Limitation on Liability. Except where such exclusions are prohibited by Applicable Law, and except where caused by Issuer’s or CAD Digital’s gross negligence, willful misconduct or fraud, under no circumstance will the Issuer or CAD Digital, including their affiliates, licensors, distributors (including Distributors), service providers, or agents, be liable for negligence, negligent misrepresentation, fundamental breach, damages of any kind, under any legal theory, including any direct, indirect, special, incidental, consequential, or punitive damages, including, but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort, breach of contract, breach of privacy, or otherwise, even if the party was allegedly advised or had reason to know, arising out of or in connection with these CADD Terms or your use (including holding) of CADD.
- Entire Agreement.
These CADD Terms, including the CADD Privacy Policy and any other terms expressly incorporated herein by reference, constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
- Contact.
If you would like to contact us with a complaint or enquiry, you may use the following methods.
CAD Digital
777 8 Avenue SW, Suite 1920
Calgary, Alberta, Canada T2P 3R5
Email: caddoperations@tetradg.com
Attention: Felipe Priuli, CADD Program Director
- Severability. If any term or provision of these CADD Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these CADD Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
- Amendments and Modifications. We reserve the right to modify these CADD Terms at any time, at our discretion, by posting an updated version on our website in accordance with Applicable Law. Each update will display a revised “last modified” date to indicate the current terms. Unless otherwise specified in the update, changes become effective immediately upon publication. By continuing to use CADD after updates are posted, you agree to the applicable version of the CADD Terms. If you do not accept the updated terms, your only option is to discontinue use (including holding) of CADD. You are responsible for reviewing the CADD Terms regularly to stay informed about any changes that may affect your rights or obligations.
- Waiver. No waiver by any Party of any of the provisions of these CADD Terms shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these CADD Terms, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these CADD Terms shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Assignment. Neither these CADD Terms, nor any of your rights or obligations hereunder, may be transferred, delegated or assigned by you, but they may be assigned by us without restriction. Any purported transfer, assignment or delegation in violation of this Section 14 shall be null and void.
- Replacement of Agent. Notwithstanding anything to the contrary, in the event CAD Digital ceases to act as agent for and on behalf of the Issuer under these CADD Terms, effective upon written notice to you, Issuer may: (a) directly perform and exercise its obligations and rights under these CADD Terms; or (b) appoint, from time to time, a replacement agent to perform and exercise such obligations and rights for and on behalf of the Issuer under these CADD Terms. Any replacement of agent pursuant to this Section 15 shall not affect the validity or enforceability of these CADD Terms and these CADD Terms shall thereafter be read and construed as if references to CAD Digital as agent for and on behalf of the Issuer were references to Issuer or to the replacement agent then appointed by Issuer, as the case may be.
- Successors and Assigns. These CADD Terms are binding on and inure to the benefit of the Parties hereto and their respective permitted successors and permitted assigns.
- No Third-Party Beneficiaries. These CADD Terms benefit solely the Parties hereto and their respective permitted successors and assigns and nothing herein, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these CADD Terms.
- No Partnership, Agency, etc. Nothing in these CADD Terms shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the Parties shall be limited to those expressly set forth herein. We are not your agent or otherwise your representative.
- Arbitration.
IF YOU ARE A RESIDENT OF ANY PROVINCE (SUCH AS THE PROVINCE OF QUEBEC), TERRITORY OR JURISDICTION WHERE SOME OR ALL OF THE PROVISIONS OF THIS SECTION 19 ARE PROHIBITED BY APPLICABLE LAW, THEN THOSE PROVISIONS THAT ARE PROHIBITED BY APPLICABLE LAW DO NOT APPLY TO YOU SOLELY FOR ANY CLAIMS WHICH ARE GOVERNED BY SUCH LAWS APPLICABLE TO YOU. THIS SECTION 19 DOES NOT AND IS NOT INTENDED TO WAIVE ANY RIGHTS YOU MAY HAVE UNDER ANY PROVINCIAL OR TERRITORIAL LAWS APPLICABLE TO YOU WHICH PROHIBIT AGREEMENTS TO ARBITRATE OR CLASS ACTION WAIVERS.
19.1 Scope. Any and all differences, disputes, claims or controversies arising out of or in any way connected with these CADD Terms, whether arising before or after the expiration or termination of these CADD Terms, and including its negotiation, execution, delivery, enforceability, performance, breach, discharge, interpretation and construction, existence, validity and any damages resulting therefrom or the rights, privileges, duties and obligations of the Parties under or in relation to these CADD Terms (including any dispute as to whether an issue is arbitrable) shall: (a) be referred to arbitration in accordance with and subject to the provisions of this Section 19 and otherwise in accordance with the rules and procedures of the Arbitration Act (Alberta), as such act may be amended or replaced from time to time; and (b) be resolved on an individual basis, and not as a plaintiff or class member in any purported class, collective, or representative proceeding (and you expressly waive any right to file or participate in a class action or seek relief on a class, collective, or representative basis).
19.2 Limitation Period. The right to seek to arbitrate any matter hereunder or to seek any remedy which may have been available pursuant to an arbitration hereunder shall be brought within two years from the date at which the facts giving rise to the subject matter proposed to be arbitrated were known or ought to have been known with reasonable diligence by the Party seeking to invoke the arbitration or seeking the remedy.
19.3 Applicable Law. These CADD Terms, including all matters in any way relating to the arbitration(s) applicable hereunder, shall be governed by and interpreted in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein and each of the Parties irrevocably attorns to the exclusive jurisdiction of the courts of Alberta.
19.4 Appointment of Arbitrator. A Party desiring arbitration hereunder shall give written notice of arbitration to the other Party containing a concise description of the matter submitted for arbitration (“Notice of Arbitration”). Within 10 days after a Party gives a Notice of Arbitration, the Parties shall jointly appoint a single arbitrator (the “Arbitrator”). If the Parties fail to appoint an Arbitrator within such time, an Arbitrator shall be designated by a judge of the Court of King’s Bench of Alberta upon application by either Party.
19.5 Power of Arbitrator. The Arbitrator may determine all questions of law, fact and jurisdiction with respect to the dispute or the arbitration (including questions as to whether a dispute is arbitrable) and all matters of procedure relating to the arbitration. The Arbitrator may grant legal and equitable relief (including injunctive relief), award costs (including legal fees and the costs of the arbitration), and award interest and, without limiting the generality of the foregoing or the Arbitrator’s jurisdiction at law, may: (a) determine any question of good faith, dishonesty or fraud arising in the dispute; (b) order any Party to furnish further details of that Party’s cause, in fact or in law; (c) proceed in the arbitration notwithstanding the failure or refusal of any Party to comply with the applicable rules or with the Arbitrator’s orders or directions, or to attend any meeting or hearing, but only after giving that Party written notice that the Arbitrator intends to do so; (d) receive and take into account written or oral evidence tendered by the Parties that the Arbitrator determines is relevant, whether or not strictly admissible in law; (e) make one or more interlocutory determinations and/or interim awards; (f) hold meetings and hearings, and make a decision (including a final decision) in Alberta (or elsewhere with the concurrence of the Parties to the arbitration); (g) order the Parties to produce to the Arbitrator, and to each other for inspection, and to supply copies of, any documents or classes of documents in their possession or power that the Arbitrator determines to be relevant; (h) order the preservation, storage, sale or other disposal of any property or thing under the control of any of the Parties; and (i) make interim orders to secure all or part of any amount in dispute in the arbitration.
19.6 Arbitration Procedure. The arbitration shall take place in the Municipality of Metropolitan Calgary at such place therein and time as the Arbitrator may fix. The arbitration shall be conducted in English. Within 20 days of the appointment of the Arbitrator, the Parties shall either agree on the procedure to be followed for the arbitration or the Arbitrator shall determine the appropriate procedure, in accordance with the principles of natural justice, to be followed. It is agreed that the arbitration and all matters arising directly or indirectly (including all documents exchanged, the evidence and the award) shall be kept strictly confidential by the Parties and shall not be disclosed to any third party except as may be compelled by law.
19.7 Arbitrator’s Decision. The Arbitrator shall make every reasonable effort to make his, her or its determination in writing no later than 20 Business Days after hearing the representations and evidence of the Parties, and if the determination is made in writing the Arbitrator shall deliver one copy thereof to each of the Parties. The decision of the Arbitrator shall be final and binding upon the Parties in respect of all matters relating to the arbitration, the conduct of the Parties during the proceedings, and the final determination of the issues in the arbitration.
19.8 Awards and Appeal. The Parties hereby waive any right to appeal the determination of the Arbitrator to any court having jurisdiction thereof, except on questions of law as permitted under the Arbitration Act (Alberta). Judgment upon any award rendered by the Arbitrator is final and binding.
19.9 Costs of Arbitration. The costs of any arbitration hereunder shall be borne by the Parties in the manner specified by the Arbitrator in his, her or its determination.
19.10 Condition Precedent. Submission to arbitration under this Section 19 is intended by the Parties to preclude any action in matters, which may be arbitrated hereunder, save and except for enforcement of any arbitral award hereunder.
- Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these CADD Terms, for any failure or delay in fulfilling or performing any term of these CADD Terms, when and to the extent such failure or delay is caused by or results from acts beyond our reasonable control including, without limitation, the following force majeure events: (a) acts of God; (b) flood, tsunami, fire, earthquake, or explosion; (c) epidemics, pandemics; (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) government order, law, or actions; (f) embargoes, or blockades in effect on or after the date of these CADD Terms; (g) a declared national or regional emergency; (h) strikes, labour stoppages or slowdowns, or other industrial disturbances; (i) telecommunication breakdowns, internet disturbances, security breaches or cyberattacks, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; (j) bank failures, market (including markets for crypto assets) collapse or fluctuations, including market movements, shifts or volatility; and (k) other similar events beyond our reasonable control.
- Defined Terms. In these CADD Terms:
“Applicable Law” means any law, rule, statute, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice or direction issued by any governmental or regulatory authority or any judicial, arbitral, administrative, ministerial or departmental judgment, in each case, published or in force at any time during the term hereof, which governs or regulates CAD Digital, the Issuer or you, as applicable, in the performance of such Party’s obligations or the exercise of its rights hereunder.
“Burn” means to permanently remove CADD from circulation. “Burnt” has a corresponding meaning.
“Business Day” means any day on which banks in the Province of Alberta are open for business. “Business Hours” means 9AM to 7PM ET during Business Days.
“CADD” means the digital asset issued by the Issuer under the name “CADD”, which is redeemable on a 1:1 basis (i.e., 1 CADD for CAD$1.00) for Canadian dollars from the CADD Reserve held in the Trust.
“CADD Holders” means all holders of issued and outstanding CADD (including you, to the extent that you hold CADD).
“CADD Reserve Attestation” means an attestation prepared by the Independent Audit Firm based on their review of the CADD Reserve and related records in accordance with the requirements set out in the Trust Indenture.
“CADD Reserve” means the property held in the Trust, which for greater certainty is comprised of the Trust Capital and the Trust Income.
“Canadian AML Laws” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, regulations made thereunder and guidance issued by the Financial Transactions and Reports Analysis Centre of Canada.
“Canadian Liquid Assets” means: (a) Canadian dollars; (b) investments that are evidence of indebtedness with a remaining term to maturity of 90 days or less and that are issued, or fully and unconditionally guaranteed as to principal and interest, by the Government of Canada; (c) securities issued by one or more money market funds licensed, regulated or authorized by a governmental or regulatory authority in Canada; or (d) such other liquid assets as may be acceptable to the Trustee having regard to the “Capital and Liquidity Treatment of Crypto-asset Exposures (Banking) – Guideline” published by OSFI (or any replacement or successor guideline published by OSFI).
“Canadian Sanctions Laws” means the economic sanctions and anti-terrorism laws and legal requirements in Canada as set out in the Special Economic Measures Act, the United Nations Act, the Freezing Assets of Corrupt Foreign Officials Act, the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), Part II.1 of the Criminal Code, and related regulations made thereunder, each, as amended or replaced from time to time.
“Depository Institution” means:
(a) a bank listed in Schedule I or Schedule II to the Bank Act (Canada);
(b) an authorized foreign bank as defined in section 2 of the Bank Act (Canada) in respect of its business in Canada;
(c) a cooperative credit society, savings and credit union, caisse populaire or central cooperative credit society that is regulated by a provincial Act or an association regulated by the Cooperative Credit Associations Act (Canada);
(d) His Majesty in right of a province or an agent or mandatary of His Majesty in right of a province, if His Majesty in right of a province or the agent or mandatary accepts deposits transferable by order;
(e) a company to which the Insurance Companies Act (Canada) applies or an insurance company regulated by a provincial Act;
(f) a company to which the Trust and Loan Companies Act (Canada) applies; (g) a trust company that is regulated by a provincial Act;
(h) a loan company that accepts deposits transferable by order and is regulated by a provincial Act; or
(i) an investment dealer that is a member of the Canadian Investment Regulatory Organization (“CIRO”) and that is permitted under the rules of CIRO, as amended from time to time, to hold cash and securities of clients, provided that assets held on behalf of the Trust at such Depository Institution are insured by the Canadian Investor Protection Fund,
that the Trustee may select from time to time for holding all or any part of the CADD Reserve. “Gross Redemption Proceeds” means CAD$1.00 per CADD that is Redeemed.
“Independent Audit Firm” means BT WM LLP, or such other independent audit firm engaged by the Issuer from time-to-time.
“Parties” means the Issuer (and CAD Digital, solely as agent for the Issuer) and you, and “Party” has a corresponding meaning.
“Redemption Proceeds” means the Gross Redemption Proceeds less any applicable Redemption Administrative Fees and taxes.
“Redemption” means the redemption of CADD with CAD Digital, as agent for the Issuer, by an Issuer-Registered End User, in accordance with the process set out in Section 3. “Redeem” has a corresponding meaning.
“Supported Blockchains” means the permissionless, public blockchains that are approved and supported by the Issuer for CADD.
“Trust” means the relationship between CAD Digital as settlor, and Trustee as trustee, as evidenced by the Trust Indenture.
“Trust Account” means one or more accounts at a Depository Institution in the name of the Trustee for the purpose of holding the CADD Reserve in the Trust.
“Trust Indenture” means the trust indenture dated March 30, 2026, pursuant to which the Trustee holds the CADD Reserve in trust for the benefit of CAD Digital.
“Trustee” means Tetra Trust Company, in its capacity as the trustee of the Trust, and any other trustee from time to time acting under the Trust Indenture and shall include any successor trustee appointed pursuant to Article 7 thereof.
“use” means, in relation to CADD, holding CADD, Redeeming CADD, performing Your Transactions or otherwise using CADD.