Please read these Terms and Conditions (the “Terms”) carefully. These Terms govern your use of the digital asset trading platform owned and operated by Crypto Swap Limited (the “Company”), accessible via the website located at www.crypto-swap.com (the “Website”), and related mobile applications (the “App”). The Website and the App, together with all content, features, information, and services made available on or through the Website and App, are referred to collectively as the “Services”).
For these Terms, the words “we,” “us,” and “our” refer to the Company. The terms “you”, “your” and “user” refer to (i) the individual accessing or otherwise using the Website or the Services for personal use, and (ii) the corporation, partnership, institution, joint venture or other entity, whether incorporated or unincorporated, on behalf of whom the individual is accessing or otherwise using the Website or the Services.
ACCEPTANCE OF THESE TERMS
By accessing, reading, and making use of this Website and the Services, you are deemed to have reviewed, understood, and accepted, on your behalf and on behalf of any person on whose behalf you may be acting, these Terms and agreed with the Company to be bound hereunder. For these Terms, “person” means any natural person, corporation, partnership, joint venture, or any other incorporated or unincorporated entity, whether acting as an individual, fiduciary, or in any additional capacity.
If you do not wish to be bound by these Terms, you may not use this Website or any of the Services.
CHANGES TO TERMS AND WEBSITE
The Company reserves the right, exercisable at any time at its sole discretion, to add to or remove, modify or otherwise change any part of these Terms. Changes will be effective immediately at such time as the Terms are posted on this Website. You should check the Terms for changes by checking the date this page was last updated. If any change to the Terms is not acceptable to you, you must discontinue your use of this Website and the Services immediately. Your continued use of this Website or any of the Services after any changes to the Terms and Conditions will constitute your unqualified acceptance of the changes.
The Company may terminate, change, suspend, or discontinue any aspect of this Website or the Services at any time without notice. Without limiting the generality of the foregoing, the Company may change the availability of any features, institute new, or amend existing fees or charges for the use of the Website, the Services, or any elements included in the Website or the Services, add, remove, modify or otherwise change any content on this Website, and impose limits on certain features or restrict access to parts or all of this Website. The Company reserves the right, but not the duty, to correct any errors or omissions in any portion of this Website at any time and without notice.
These Terms are in addition to and supplementary to any other agreements that you or any persons you represent have or may enter into with the Company concerning your dealings with them, including any information, products or services provided by the Company. In the event of any inconsistency or conflict between the provisions of these Terms and the provisions of any other agreement that you or any persons you represent have with the Company, the provisions of these Terms shall govern regarding your access to and use of the Website and the Services.
DIGITAL ASSET MANAGEMENT
Among the Services made available by the Company through the Website, the Company shall provide specific digital asset management and digital currency exchange and trading services (collectively, the “Digital Asset Management Services”) to users that have created a Services Account (defined below). Using the Services Account and the payment processing services provided by the Company, users shall be entitled to deposit Canadian dollars, or such other currencies as are made available on the Services from time to time, into their Services Account and convert those funds into various digital assets, including virtual currencies, digital currencies, digital commodities, and cryptocurrencies based on the cryptographic protocol of a computer network that may be (i) centralized or decentralized, (ii) closed or open-source, and (iii) used as a medium of exchange or store of value (including but not limited to Bitcoin, Litecoin, Ethereum, Tether, Woolongs), and such other digital assets as the Company may make available on the Website from time to time (each, a “Digital Asset”).
Using the Services Account and the payment processing services provided by Vender Services Inc., users may purchase and manage their Digital Assets, exchange their Digital Assets for other Digital Assets, or Canadian dollars (or such other currencies as are made available on the Services from time to time) and withdraw their Digital Assets or fiat money, as the case may be, from their Services Account in accordance with the Company’s and Vender Services Inc.’s posted exchange rates, these Terms and the policies of the Company and Vender Services Inc. may be amended, supplemented, restated and replaced from time to time.
SERVICES ACCOUNT AND DIGITAL ASSET MANAGEMENT SERVICES
You must create a user account (a “Services Account”) to access and use many of the Services made available through the Website, including the Digital Asset Management Services. To create your Services Account, you must follow the account registration process set out on the Website and provide accurate and complete information to the Company, as required, together with a unique secret password necessary for you to access your Services Account.
USER’S ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND COVENANTS
By creating a Services Account or using the Services, including the Digital Asset Management Services, you acknowledge, represent, warrant, and covenant to the Company as follows:
ELIGIBILITY OF SERVICES
- You are at least 18 years of age or, if the age of majority in the jurisdiction in which you reside is higher than 18 years of age, you are at least that age. You are otherwise fully competent and can enter into and be bound by these Terms and to perform your obligations as herein set out.
- The Company and Services do not make the Services available in all jurisdictions. You may view a current list of all jurisdictions in which the use of the Services is prohibited at Services Restricted Locations (the “Services Restricted Locations”). You represent and warrant that you are not located in, under the control of, or a citizen or resident of any of the Services Restricted Locations.
- Notwithstanding the omission of any country or jurisdiction from the Services Restricted Locations, any use of the Services from a location where the Website or Services are illegal or otherwise unauthorized by the competent authorities located therein is expressly prohibited. The Website and Services may be used only for lawful purposes and in a lawful manner. Any user that uses the Website or the Services in a way that is unauthorized or in contravention of the law in their jurisdiction of residence or nationality shall be liable to and responsible for any losses or damages incurred by the Company and Services in connection with such unauthorized or unlawful action.
- To register for selected Services Account schemes, you must provide us with any identity verification and other information that we request to comply with our AML & KYC Policy. You may be required to provide additional information from time to time, to continue using these specific Services.
- You hereby authorize us to verify your identity and other information you provide to us, at any time as required by the Company, including to query for information held by third parties, and to take such action as we determine necessary or prudent based on the results of such inquiries or otherwise in connection with our AML & KYC Policy. Services reserves the right to decide in its sole discretion whether any information supplied by you or obtained from third parties is sufficient to comply with our AML & KYC Policy.
- You agree to the terms of all Services programs, policies, and guidelines, including without limitation, the AML & KYC Policy, the Services Referral Program, and any other programs or policies published by Services from time to time (collectively, the “Services Programs and Policies”). Services reserves the right to modify the terms of any Services Programs and Policies at any time in its sole discretion, including without limitation, by ending or implementing new Services Programs and Policies.
- Any user that uses the Website or the Services in an unauthorized manner or in contravention of the law in their jurisdiction of residence or nationality may have their Services Account revoked and be required to forfeit some or all of the Digital Assets and funds held therein. Without limiting the generality of the foregoing, in the event the Company or Services incur any losses or damages as a result of a user’s unlawful or unauthorized use of the Website or Services, the Company and Services shall have the right to freeze such user’s Services Account and, upon notice to the user, recover such losses or damages by withdrawing the Digital Assets and funds maintained therein and applying same toward remedying the losses and damages.
- You have obtained such legal and tax advice as you consider necessary and appropriate in connection with your trading of Digital Assets and use of the Digital Asset Management Services. It is your responsibility to determine what, if any, taxes apply to the transactions you complete using Digital Asset Management Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority.
- Your use of the Website and the Services will conform with all applicable laws, including all laws relating to intellectual property rights, data privacy, international communications, and the transmission of technical or personal data.
INFORMATION AND PRIVACY
All information that you submit to the Company and Services, in connection with the creation of your Services Account or otherwise, is accurate, complete, and correct in all material respects. Should any information change after the date of submission (for example, your phone number or home address), you will update the information submitted to the Company and Services no later than 15 days after the date of such change. Neither the Company nor Services accepts any responsibility or liability whatsoever for any losses or damages incurred by you or any other person arising from or in connection with your failure to maintain current and accurate information with the Company and Services.
You are solely responsible for the activity that occurs on your Services Account, and you must keep your account password secure and not disclose it to any person or permit any other person to use it.
You will immediately notify the Company of any breach of security or unauthorized use of your Services Account. Neither the Company nor Services will be liable to you or any other person for any losses or damages caused by the unauthorized use of your Services Account, and you may be held responsible for any losses or damages suffered by the Company, Services, or others arising from such unauthorized use.
Pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (the “Proceeds of Crime Act”) or any other laws or regulations in Canada or elsewhere which takes legislative measures against terrorists and other listed and sanctioned individuals and entities (collectively, “AML Legislation”), the Company and Services may be required, from time to time, to disclose to the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) or other governmental authorities certain information about users and Services Accounts that the Company, Services, FINTRAC or other regulatory authorities believe may be linked to money laundering or terrorist financing or a violation of AML legislation. Neither the Company nor Services accepts any responsibility or liability whatsoever for any losses or damages incurred by you or any other person arising from or in connection with any disclosure by the Company or Services that is compelled by a governmental authority, legislative body, or under any AML Legislation or any other applicable law.
As of the date of these Terms, the Digital Assets available for purchase via the Website and the Services are not “securities” within the meaning of the Securities Act (Canada) or any other applicable securities laws and, therefore, you will not have access to any of the rights, remedies or other protections available at law to purchasers of securities.
The Digital Assets do not grant to the holders thereof any rights commonly associated with securities ownership, such as voting rights and rights to participate in the equity of an issuing company.
The Digital Assets have no inherent or underlying monetary or other value and may, at any time and without warning or notice, have no such value whatsoever.
The Services and all Digital Assets made available using the Services are provided on an “as is” and “as available” basis.
The Company makes no representations or warranties concerning the Services or the Digital Assets available for purchase and sale using the Services, and you are solely responsible for informing yourself as to the nature and value of your Digital Assets before engaging in a transaction with them.
The Services, including the Digital Asset Management Services, do not constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unauthorized or unlawful.
Through the Website, the Company offers a marketplace for the buying and selling of Digital Assets. Digital Assets and the markets in which such Digital Assets are traded are listed at the sole discretion of the Company. The Company reserves the exclusive right to add and remove Digital Assets and markets from the Services at any time.
In the event the market for a Digital Asset is closed or removed from the Services, your open orders will be canceled, and your Services Account will be credited an amount equal to the value of the canceled orders. If a Digital Asset is scheduled for removal from the Services, you will be notified and granted 25 days to withdraw your funds from your Services Account if permitted by the applicable Digital Asset or its blockchain. Neither the Company nor Services bear any responsibility or liability to you or any other person whatsoever for any losses or gains incurred in connection with the removal of a Digital Asset or market from the Services.
While we strive to ensure that the marketplace is both fair and free, the Company cannot be held accountable for any form of market manipulation that may occur, whether it be within the market made available through the Digital Asset Management Services, or in the worldwide marketplace for Digital Assets, including cryptocurrencies, as a whole.
The purchase and sale of Digital Assets, mainly digital and virtual currencies and cryptocurrencies, involves high levels of speculation and risk. Due to the constant and frequent fluctuations in value and exchange rates, the value of your Digital Assets may increase or decrease at any time. The Company does not and cannot control the cost of any Digital Assets. By creating a Services Account or using the Website or the Services, including the Digital Asset Management Services, you acknowledge and agree that neither the Company nor Services bear any responsibility or liability to you or any other person whatsoever for any losses or gains incurred in connection with your use of the Website or the Services, including the Digital Asset Management Services.
The prices of Digital Assets, including digital and virtual currencies and cryptocurrencies, are often unpredictable and experience swings due to a variety of reasons, including government interference, market conditions, and speculation. Neither the Company nor Services set the current market price for any of the Digital Assets. The cost of Digital Assets, including cryptocurrency units traded using the Digital Asset Management Services platform, results directly from buying and sell orders placed by users.
While the Company endeavors to provide current, accurate, and complete information relating to the Digital Assets and Services, including prices and market data, the Company provides such information exclusively on an “as is” and “as available” basis. The Company makes no representations or warranties concerning such information.
Issuers of the Digital Assets may not be subject to ongoing public disclosure and reporting requirements and, therefore, it may be difficult or impossible to obtain accurate and current information relating to such issuers or the Digital Assets they make available. Due to the preceding, there is a risk that others trading in Digital Assets may be doing so while in possession of material non-public information relating to that.
Any trading decision based on information provided by the Company or Services or otherwise featured on the Website shall be the responsibility of the user alone. The Company and Services assume no responsibility and explicitly disclaim any and all liability for any action that you or any other user takes in the course of using the Website or the Services, including the Digital Asset Management Services.
In the event, the Company is holding any Digital Assets on your behalf, and the Company is unable to return such Digital Assets to you as contemplated in these Terms or otherwise following a period of your inactivity using the Services, then the Company may report and remit such Digital Assets in accordance with applicable unclaimed property laws.
The Company is not a financial institution, bank, credit union, trust, hedge fund, investment consultant, or deposit business and is not subject to the same laws, regulations, directives, or requirements applicable to such entities.
The Company is not protected by the Canadian Deposit Insurance Corporation (the “CDIC”) or any similar entity providing comparable insurance services. Funding to your Services Account, whether in national currency or through a Digital Asset, is not protected by any governmental insurance policy. For added security and protection of your Digital Assets, we recommend you transfer all of your Digital Assets to offline cold wallets. More information on our security technology can be found at CryptoSwap.com
All data, analyses, data, opinions, and other content provided on the Website by or on behalf of the Company or Services are provided for informational purposes only and are not intended to constitute financial, legal, tax, or investment advice. Neither the Company nor Services accepts any responsibility or liability whatsoever for any losses or damages incurred by you or any other person arising from or in connection with the information or other content posted on the Website.
All orders for the purchase or sale of Digital Assets that are confirmed and accepted are deemed to be final and irrevocable, except as required by applicable law or as expressly set out in these Terms. Neither the Company nor Services agrees with any responsibility or liability whatsoever for any losses or damages incurred by you or any other person arising from or in connection with a purchase or sale order that is incorrectly placed by a user.
An open order for the purchase or sale of a Digital Asset may be canceled at any time by a user before its confirmation, acceptance, and final execution.
All payment deposits to and withdrawals from your Services Account are processed for the Company by Services and subject to transaction fees posted on the Website. Transaction fees are non-refundable and subject to change without notice from time to time. You authorize us, or our designated payment processor, to charge or deduct your Services Account for any transaction fees or other amounts owed to the Company. The user is solely responsible and liable for any taxes, fees, and other expenses payable as a result of the user’s use of the Services.
The ability of the Company and Services to fulfill purchase and sale orders on a timely basis depends in part on the presence of a market for the relevant Digital Asset. It may not be possible to fulfill orders where there are insufficient corresponding purchase and sale orders. Neither the Company nor Services accepts any responsibility or liability whatsoever for any losses or damages incurred by you or any other person arising from or in connection with the purchase or sell orders that are not fulfilled on a timely basis in this regard.
The Company may, in its sole discretion, match orders placed by users using a third-party platform or within the Company’s network of users.
The Company may, in its sole discretion, decline or delay the processing and fulfillment of any order for the purchase, sale, or withdrawal of Digital Assets or fiat currency at any time and for any reason.
Without limiting the generality of the preceding, the Company reserves the right to cancel or delay any orders placed using the Services while system maintenance is ongoing, there is a shortage of liquidity concerning a large volume of orders to be processed, or the Company determines.
The Company may, in its sole discretion, cancel, modify or delay the processing and fulfillment, and/or take any other measures it deems appropriate to correct or reverse, any order for the purchase, sale, or withdrawal of Digital Assets or fiat currency, either in whole or part, if the Company determines that such order is erroneous. An erroneous order may include an order that is the result of or affected by (i) disruption or malfunction in the trading platform or other technology used to provide the Services or a cryptocurrency network; (ii) suspicious or improper trading activity; or (iii) an obvious error in a term of the order (such as price or quantity). Notwithstanding the preceding, neither the Company nor Services shall be responsible or liable whatsoever for any losses or damages incurred by you or any other person arising from or in connection with any actions taken by the Company or Services in response to an erroneous order.
While the Company attempts to offer the best available exchange rates applicable to the Digital Assets and fiat currencies available on the Services, by using the Services (including the Digital Asset Management Services) you are deemed to accept and agree to all exchange rates posted on the Website and applicable to your transactions using your Services Account.
In the event a user places a stop-limit buy or sell order that results in profits that exceed the trigger price of such order, the Company may retain the difference between the total order amount and the resulting return provided the terms of the stop-limit order are fulfilled.
Neither the Company nor Services accepts any responsibility or liability whatsoever for any losses or damages incurred by you or any other person arising from or in connection with the purchase or sell orders that are not fulfilled on a timely basis or are canceled, because of non-routine system maintenance or otherwise.
Accessing and using the Website and the Services requires an internet connection and the transmission of data by your internet service provider. You shall be solely responsible for complying with your internet service provider’s terms and conditions of use, together with all fees and expenses you incur in connection with your use of the Website or the Services. In no event shall the Company or Services be liable for any costs, expenses, or other charges incurred by you or any other person in connection with your use of the Website or the Services.
The Company cannot guarantee that the Services or the Website will always be available or free of errors. The Website and the Services may be subject to limitations, delays, downtime, and other problems inherent in the use of the internet and electronic communications. The Company is not responsible for any delays, delivery failures, or losses or damages resulting from such problems.
The Website and the Services may contain exploitable security flaws that, if subject to a malicious cyberattack, may result in security breaches and the loss or theft of your data, Digital Assets, or other funds in your Services Account. Neither the Company nor Services warrant the security of any information you transmit using the Services or any transactions involving Digital Assets or other funds. More information on our security features can be found at Crypto-Swap.com
While the Company will endeavor to provide notice to users in advance of any scheduled maintenance to the Website or Services that result in delayed or halted availability, it shall not be responsible for any losses or damages incurred by you or any other person arising from there. However, the Company will undertake all reasonable efforts to provide stable and reliable Services and will attempt to resolve any problems quickly and with minimal disruption.
When using the Website or the Services, you agree not to do any of the following:
- Use or attempt to use another person’s Services Account.
- Use the Website or the Services to distribute malware, viruses, trojans, or other harmful, disruptive, or destructive files.
- Reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purpose the Website, the Services, or any portion thereof or content contained therein, other than as expressly permitted under these Terms.
- Use any device, software, or other instruments to interfere or attempt to interfere with the proper functioning of the Website or the Services.
Take any action that imposes an unreasonable or disproportionately large load on equipment, software, or data bandwidth used to operate the Website or the Services.
- Use any robot, automatic device, or manual process to monitor or copy any content from the Website without the prior express consent from the Company, unless such use is by a search engine employed to direct internet users to the Website.
- Use the Services to send spam, chain letters, junk mail, or any other type of unsolicited mass e-mail.
- Reverse engineer or access the Website or the Services to build a competitive product or service, build a product using similar ideas, features, functions, or graphics from the Services, or copy any ideas, features, functions, or graphics from the Services.
- Copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Services or any part thereof.
- Use any libelous, hateful, abusive, harassing, or obscene language towards other users.
- Post any material that infringes or violates the Company’s, Service’s, or any third party’s copyright, trademark, trade secret, privacy, or other proprietary or property right.
Notwithstanding anything contained in these Terms to the contrary, the Company may at any time, in its sole and unfettered discretion, suspend or cancel your Services Account without prior notice for any failure to comply with these Terms, any Services Programs, and Policies, or applicable laws, or if the Company has any reason to believe that your conduct may be harmful to the Company, other users, advertisers, licensees or consumers. In the event of a suspension, the Company may limit your access to all or a portion of the Services and/or freeze or lock your Digital Assets to prevent you from withdrawing or trading your Digital Assets. In the event of termination, the Company will use commercially reasonable efforts to return your Digital Assets to you unless required by applicable law or governmental authority, or the Company reasonably believes you have violated applicable law or committed fraud or other misconduct. You agree that the Company will not be liable to you for any suspension or termination of your Services Account.
OWNERSHIP OF WEBSITE CONTENT
The Website and all information (whether communicated through text, graphics, video, audio, or other media), images, icons, software, designs, applications, source code, models, data, and other elements available on or through the Website (collectively, the “Works”) are the property of the Company and others and are protected by Canadian and international copyright, trademark, and other laws. The Company’s logos are trademarks of the Company and may not be used without the express written permission of the Company. Your use of the Website does not transfer to you any ownership or other rights in the Works, the Website, or its content. Other product and company names and logos appearing on the Website may be registered or unregistered trademarks, service marks, trade names, and logos of their respective owners. Any use of the trademarks, service marks, trade names official marks or logos displayed on the Website (collectively “Marks”), except as expressly provided in these Terms, is strictly prohibited. Nothing appearing on the Website or elsewhere will be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Marks. The Company gives you limited permission to use, download, print, or reproduce, in whole or in part, the Works contained on this Website, subject to the following conditions:
- they must identify the Company as the source;
- they must be used or reproduced accurately, without any modification; and
- they must be used exclusively for non-commercial purposes.
The Company’s prior written consent is required for the use of Works for any purpose not expressly permitted above, such as for any commercial purpose whatsoever.
This Website may include links to other websites or resources and businesses operated by third parties and persons other than the Company (collectively “Third-Party Websites”). Third-Party Websites are independent of the Company, and the Company has no responsibility or liability for or control over Third-Party Websites, their business, goods, services, or content. Your use of Third-Party Websites and your dealings with the owners or operators of Third-Party Websites is at your own risk, and you will not make any claim against the Company arising from, connected with, or relating to your use of Third-Party Websites or your dealings with the owners or operators of Third-Party Websites. The Company makes no representations or warranties regarding, and does not endorse, any Third-Party Websites, the contents thereof, the information appearing thereon, or any of the products or services described thereon. Links to Third-Party Websites do not imply that the Company sponsors, endorses, or is affiliated or associated with the person that owns or is responsible for such a Third-Party Website. If you decide to visit any linked Third-Party Websites, you will do so at your own risk.
LINKING TO WEBSITE
You may link to the Website provided you comply with the linking conditions described below (collectively, the “Website Linking Terms”):
A link may be established to the following home page of this Website at <www.crypto-swap.com>;
If you link to this Website, your website:
- may not imply that the Company or Services is endorsing you or your products or services;
- may not imply an affiliation between you or any entity on whose behalf you may be acting without the prior written consent of the Company;
- may not misrepresent your relationship with the Company or present false or misleading impressions about the Company or its services; and
- may not contain content that is illegal or may be interpreted as distasteful or offensive;
- the Company shall have no responsibility or liability for any material appearing on your website;
- The Company may, at any time and in its sole discretion, immediately terminate your right to link to this Website, with or without cause. If the Company exercises this right, you will immediately remove all links to this Website; and
- Without limiting the generality of the preceding, regardless of whether the Company has permitted a link, the Company is not responsible for the contents of any website that is linked to this Website. The Company makes no representations or warranties and does not endorse, any site that is linked to this Website, the contents of any such site, the information appearing on any such site, or any of the products or services described on any such site. The fact that a website is linked to this Website does not imply that the Company sponsors, endorses, or is affiliated or associated with the entity that owns or is responsible for the website.
By linking to this Website, you will be deemed to have reviewed, understood, and accepted, on your behalf, and on behalf of any person on whose behalf you may be acting, the Website Linking Terms, and agreed with the Company to be bound hereunder.
YOU ARE SOLELY LIABLE AND RESPONSIBLE FOR ANY AND ALL CLAIMS AND DEMANDS MADE BY ANY OTHER PERSON ARISING OUT OF, IN CONNECTION WITH, OR OTHERWISE RELATING TO YOUR USE OF THE WEBSITE AND SERVICES, YOUR BREACH OF THESE TERMS, YOUR VIOLATION OR INFRINGEMENT OF THE RIGHTS OF OTHERS (INCLUDING OTHER USERS), OR YOUR VIOLATION OF ANY APPLICABLE CIVIL OR CRIMINAL LAW. EACH OF THE COMPANY AND SERVICES DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY REGARDING THE preceding MATTERS.
YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ACTIONS AND COMMUNICATIONS UNDERTAKEN OR TRANSMITTED IN THE COURSE OF YOUR USAGE OF THE WEBSITE AND THE SERVICES, AND THAT YOU WILL COMPLY WITH ALL APPLICABLE LAWS IN RESPECT OF SAME.
YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY AND SERVICES MAY INVESTIGATE OCCURRENCES WHICH MAY INVOLVE VIOLATIONS OF SUCH LAWS, AND MAY INVOLVE, AND CO-OPERATE WITH, LAW ENFORCEMENT AUTHORITIES IN PROSECUTING USERS WHO ARE INVOLVED IN ANY SUCH VIOLATIONS. WE RESERVE THE RIGHT AT ALL TIMES TO DISCLOSE ANY INFORMATION (INCLUDING YOUR PERSONAL INFORMATION) REGARDING YOUR USAGE OF THE SERVICES IN EACH CASE AS MAY BE PERMITTED OR REQUIRED BY APPLICABLE LAW, INCLUDING AS NECESSARY TO SATISFY ANY REQUEST AUTHORIZED BY APPLICABLE LAW.
YOUR USE OF THIS WEBSITE AND THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE WEBSITE, SERVICES, AND DIGITAL ASSETS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF (A) MERCHANTABILITY, (B) MERCHANTABLE QUALITY, (C) FITNESS FOR A PARTICULAR PURPOSE, (D) TITLE, OR (E) NON-INFRINGEMENT. FURTHER, NEITHER THE COMPANY NOR SERVICES WARRANTS NOR REPRESENTS THAT THE WEBSITE, SERVICES, DIGITAL ASSETS OR ANY CONTENT CONTAINED ON THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES, MALWARE, SPYWARE OR OTHER HARMFUL COMPONENTS.
WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, THE ABILITY TO USE, OR THE RESULT OF USE OF THE WEBSITE IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE WEBSITE MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. THE COMPANY MAY MAKE CHANGES OR IMPROVEMENTS TO THE WEBSITE, THE WORKS OR THE SERVICES AT ANY TIME. THE COMPANY MAKES NO WARRANTIES THAT YOUR USE OF THE WEBSITE WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE WEBSITE.
LIMITATION OF LIABILITY
NEITHER THE COMPANY NOR SERVICES, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS OR REPRESENTATIVES, OR ANYONE FOR WHOM ANY OF THE FOREGOING IS RESPONSIBLE AT LAW, SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, OR DAMAGES ARISING FROM OR IN CONNECTION WITH (A) THE WEBSITE, (B) THE SERVICES, (C) ANY ERRORS OR OMISSIONS IN CONTENT CONTAINED IN THE WEBSITE, THE SERVICES OR THE WORKS, (D) ANY UNAUTHORIZED ACCESS TO OR USE OF THE COMPANY’S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (E) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE OR THE SERVICES, (F) ANY VIRUSES, TROJAN HORSES, MALWARE, SPYWARE, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE OR THE SERVICES BY ANY THIRD PARTY, OR (G) FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE LEGAL THEORY GIVING RISE TO THE DAMAGES, AND EVEN IF THE COMPANY OR SOFTWARE SELECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY AND SOFTWARE SELECT, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND REPRESENTATIVES, AND ANYONE FOR WHOM ANY OF THE FOREGOING IS RESPONSIBLE AT LAW, SHALL NOT BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY EXPLICITLY WAIVE YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT OR A CLASS-WIDE ARBITRATION AGAINST THE COMPANY, SERVICES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND REPRESENTATIVES, AND ANYONE FOR WHOM ANY OF THE FOREGOING IS RESPONSIBLE AT LAW.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE COMPANY AND SERVICES, TOGETHER WITH THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND REPRESENTATIVES, AND ANYONE FOR WHOM ANY OF THE FOREGOING IS RESPONSIBLE AT LAW, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL), OBLIGATIONS, JUDGMENTS, LOSSES, LIABILITIES, COSTS OR DEBT, LEGAL FEES AND OTHER EXPENSES ARISING FROM OR IN CONNECTION WITH (A) YOUR ACCESS TO AND USE OF THE WEBSITE, THE SERVICES OR YOUR SERVICES ACCOUNT; (B) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING, WITHOUT LIMITATION, ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; OR (C) ANY CLAIM THAT YOU DID NOT HAVE THE RIGHT TO PROVIDE ANY USER CONTENT OR THAT YOUR USER CONTENT CAUSED DAMAGE TO A THIRD-PARTY. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE TERMS AND YOUR USE OF THE WEBSITE INDEFINITELY. IN THE FOREGOING CASE, THE COMPANY WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT, OR ACTION.
Subject to your compliance with these Terms, we hereby grant you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to download and use the App on your iOS-based or Android-based mobile device, as applicable, under these Terms.
APPLE APP STORE TERMS
If the App is provided to you for download through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions shall apply: (i) the parties acknowledge that this Agreement is concluded between the parties, and not with Apple, and that the responsibility for the App and the content these Terms govern thereof; (ii) notwithstanding anything to the contrary hereunder, you may use the App only on an Apple-branded product or device that you own or control and as permitted by the “Usage Rules” set forth in the Apple Store Terms of Service; (iii) the parties acknowledge that Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the App; (iv) in the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App (if any) to you. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and these Terms will govern any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty; (v) the parties acknowledge that Apple is not responsible for addressing any claims by you or a third party relating to the App or your possession and use of the App, including but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation; (vi) the parties acknowledge that, in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, such intellectual property infringement claim will be governed by these Terms and Apple will have no responsibility for the investigation, defense, settlement and discharge of such intellectual property infringement claim; (vii) you represent and warrant that you are not: (a) located in any country that is subject to a U.S. Government embargo, or the U.S. Government has designated that as a “terrorist supporting” country; or (b) listed on any U.S. Government list of prohibited or restricted parties; (iix) you may contact us regarding any questions, complaints or claims with respect to the App at email@example.com; (ix) you must comply with all applicable third party terms of agreement when using the App; and (x) the parties acknowledge that Apple is a third party beneficiary to these Terms and, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof. To the extent that Section 10.2 is inconsistent with any other terms and conditions of these Terms, this Section 10.2 will prevail.
GOOGLE PLAY TERMS
If the App is provided to you for download through the Google Inc. (Google Inc. together with all of its affiliates, “Google”) Google Play, the following terms and conditions shall apply: (i) you acknowledge that Google is not responsible for providing support services for the App, and (ii) if any of the terms and conditions in these Terms are inconsistent or in conflict with the Google Play Developer Distribution Agreement, the terms and conditions of Google’s Google Play Developer Distribution Agreement will apply to the extent of such inconsistency or conflict as they relate to the App.
METHODS OF SETTLEMENTS
Applicable laws in the destination jurisdiction of your settlements take precedence over the terms of settlements from the Company. You agree to the following concerning settlement transfers directed by you:
- Direct deposits to a bank account in the currency of your choice (including but not limited to, USD, EUR, JPY, CAD, and GBP) are available to Service Account holders located in certain countries.
You must provide us with valid bank account information and keep such information current.
- If you are using the Standing Order Protocol, we will send a direct deposit to your bank account to clear out your accumulated ledger balance each business day.
- Minimum transfer amounts apply; please refer to com/docs/settlement for information related to minimum settlement amounts and deposit frequency.
- We will charge you the applicable fees.
- Settlements could be initiated from a bank account held in the name of a Company, Services, or an affiliate.
You may not transfer or assign any rights or delegate any obligations under these Terms to any other person without the Company’s prior written consent. The Company may assign any of its rights or obligations under these Terms without your permission.
In the event any provision contained in these Terms is determined to be invalid, such invalidity will not affect the validity of the remaining portions of these Terms, and you, the Company and Services hereby agree to substitute for the invalid provision, the provision that most closely approximates the intent and economic effect of the invalid provision.
CHOICE OF LAW
These Terms and the performance of the covenants contained herein shall be governed by and construed under the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to any provision regarding conflict of laws. The courts located in the City of Toronto, in the Province of Ontario, shall have exclusive jurisdiction to hear any disputes arising under these Terms.
SALE OF GOODS
The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
The terms and conditions contained in these Terms supersede all prior or contemporaneous agreements, representations, warranties, and understandings relating to the subject matter contained herein. No amendment to or modification of these Terms will be binding unless in writing and signed by the Company or a duly authorized representative of the Company. Any translation of these Terms is done for local requirements, and in the event of a dispute between the English and the non-English version of these Terms, the English version will govern to the extent not prohibited by applicable law.