Terms of Service

Last modified on September 21st, 2021

Please read the Terms of Service Agreement (“Agreement”) carefully, as it constitutes the agreement and understanding with respect to the use of any or all of the Services and any manner of accessing them, between Acru Consulting Inc. (“Acru”, “us”, “our” or “we”) and the person, persons, or entity (“you” or “your”). The terms of this Agreement apply to any access and use of our website, mobile app, platform and applications(collectively, the “Site”), and any of our products, software and services offered through the Site or otherwise made available by us or any of its affiliated or partner companies (collectively, the “Services”).

We provide the Services solely on the terms and conditions set forth in this Agreement, including any changes, and on the condition that you accept and comply with them. By using the Services, you (a) accept this Agreement and agree that you are legally bound by its terms; and (b) represent and warrant that: (i) you are of legal age to enter into a binding agreement under applicable law; and (ii) if you are a corporation, governmental organization or other legal entity, you have the right, power and authority to enter into this Agreement on behalf of the corporation, governmental organization or other legal entity and bind them to these terms.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions. As used in this Agreement, the following capitalized terms have the following meanings:

a. Virtual Currency. A type of currency which exists only in electronic form and is not tangible. Virtual Currency can be transferred between entities or users with the help of technology like computers, smartphones and the internet. This encompasses, but is not limited to, cryptocurrencies, e-money, virtual money, and alt-coins.

b. Wallet Address. A unique identifier of 26-35 alphanumeric characters, that represents a possible destination for a Virtual Currency payment. Addresses can be generated at no cost.

c. Hard Fork or Fork. A hard fork is a permanent divergence from the previous version of a blockchain; a new set of consensus rules are introduced into the network that is not compatible with the older network.

d. Forked Virtual Currencies. Virtual Currencies which are derived from a Hard Fork.

e. Legal Tender. Any national currency, such as U.S. dollars, that may be used in connection with a purchase or sale of Virtual Currencies via the Services, and does not include any Virtual Currency.

f. Fund. Virtual Currency and/or Legal Tender.

1.2 Grammatical Form. The singular includes the plural and vice versa, and another grammatical form of a defined word or expression has a corresponding meaning.

1.3 Headings. Headings are for convenience only and do not affect interpretation.

2. USER ACKNOWLEDGEMENT

By using the Services, you acknowledge and agree that:

2.1 The purchase and sale of any Virtual Currency is inherently risky. Virtual Currencies are subject to constant price fluctuations and trading in Virtual Currencies may result in partial or complete loss of Funds. In using our Services you agree to assume all risks associated with the purchase, sale, trade or exchange of Virtual Currencies and you will not hold us liable for the loss of any Funds, either fiat or digital, incurred as a result of using our Services;

2.2 Bitcoin and other Virtual Currencies are not currently considered legal currency at law;

2.3 The purchase and sale of Virtual Currencies may have tax implications and you are solely responsible for calculating, reporting and remitting any taxes that may be payable and applicable in your jurisdiction;

2.4 We are not a bank, credit union, trust, or any other kind of financial institution. We are not a deposit taking institution and do not accept deposits from you, we merely provide a platform through which you can purchase and sell Virtual Currencies.

2.5 We use third party rates to determine the Virtual Currency ticker price and price quote in respect of a transaction. The ticker price is used only to provide a general estimate of the market price and You acknowledge that prices for Virtual Currencies fluctuate at any moment, in less than seconds, without any notice. We do not set the exchange rate or price for the Virtual Currencies that can be purchased or sold using our Services. Rates are determined by many factors, including but not limited to market demand/sentiment. The Virtual Currency price quote becomes firm once you create an order, confirm your phone number to authenticate the order, and then proceed to the checkout page.

2.6 Once a transaction involving the transfer of Virtual Currencies has been completed, it is impossible to reverse it.

2.7 We do not own or control, and make no representations or warranties with respect to, the underlying technology of the Virtual Currencies you may purchase or sell using the Services, including those technologies that govern their use; the underlying technology of Virtual Currencies may suddenly change such that the new version is no longer compatible with existing versions or there is otherwise a permanent divergence of the blockchain (a “Fork”), which may impact the value, functionality, and other characteristics such as the name of the Virtual Currencies and whether the Services are able to support the Virtual Currencies subject to a Fork.

2.8 We are not responsible for providing any support, advice or communication regarding your Virtual Currencies once they have been received by you. This includes, but is not limited to, hard forks, mainnet swaps and airdrops.

2.9 If you choose to provide us with a Wallet Address to send your Virtual Currency to, it is your sole responsibility to ensure that you have provided a correct and valid Wallet Address to which you personally have access. We are not responsible or liable for any loss of Virtual Currency due to you providing us with an incorrect Wallet Address or a Wallet Address which does not belong to you.

2.10 If you choose to use our Services to sell your Virtual Currency, we provide you with a Wallet Address to where you send the Virtual Currency. It is your sole responsibility to ensure that you have entered the correct and valid Wallet Address to which we have provided. We are not responsible or liable for any losses of Virtual Currency induced by mistyped or otherwise wrongly placed transactions related, but not limited, to Wallet Address, amounts, mining/network fees, or incorrect blockchain.

2.11 If we receive Virtual Currencies which previously underwent a Hard Fork but newly forked Virtual Currencies were either not claimed, or split prior to us receiving these Virtual Currencies, and our liquidity provider supports such coin split, we have the sole authority to stake claim on these forked Virtual Currencies.

2.12 You acknowledge that we will process your transactions through the Platform in accordance with your instructions, and you should carefully verify all instructions before placing any orders for Virtual Currency. If there is an error in those instructions, then that is your risk and we do not accept any responsibility or liability.

2.13 We do not provide securities, investment contracts, or any other document or financial instrument considered at law to be a “security”, and the Services we provide do not constitute trading, purchase, sale or exchange in securities, investment contracts or any other document or financial instrument considered to be a “security” at law.

2.14 The Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. We are not responsible for any delays, delivery failures, or other damage resulting from such problems.

2.15 You waive your right to participate in a class action lawsuit or a class-wide arbitration against Acru and/or the Representatives.

3. ELIGIBILITY AND AGREEMENT

3.1 Legal Age. You hereby represent and warrant that you (a) are of legal age to enter into this Agreement under applicable law; and (b) have not been previously suspended or removed from using our Services.

3.2 Legal Entity. If you are using our Services on behalf of a legal entity, you further represent and warrant that (a) the legal entity is duly organized and validly existing under the applicable laws of its jurisdiction of organization; (b) you are authorized on behalf of such legal entity to act on its behalf and to be bound by this Agreement; and (c) are not identified as a “Specially Designated National” or “Politically Exposed Person;” (d) are not placed on the Commerce Department’s Denied Persons List; and (e) will not use our Services if any applicable laws in your country prohibit you from doing so in accordance with this Agreement. In order to use our Services, you will be required to provide any requested information to verify and validate you as a legal entity and undergo any requested regulatory and/or compliance checks.

3.3 Agreement. By using any of the Services, you agree that you have read, understood and accept and agree to be bound by and comply with all of the terms and conditions contained in this Agreement, as well as our Privacy Policy which is incorporated into this Agreement by reference. If you do not agree to the terms and conditions contained in this Agreement, you must not use our Services.

3.4 Security. You should never access the Services from an unsecured or public computer and/or network. Additionally, there are certain things you cannot do when using the Services, such as engage in illegal, immoral or unethical activities, or do anything that would cause damage to our Services or systems or to our reputation or the reputation of our partners.

3.5 Jurisdiction. The Services are intended for use from locations where such Services are legal. Any use by you of the Services from a location where the services are illegal is expressly prohibited. The Services may be used only for lawful purposes and in a lawful manner.

4. AMENDMENT OF USER AGREEMENT

4.1 Amendment. We may make changes to this Agreement at any time without notice by posting updates and/or changes to our website (“Revised Agreement”). It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes. The Revised Agreement will be effective as of the time of posting, or such later date as may be specified in the Revised Agreement, and will apply to your use of the Services from that point forward. You agree to review this Agreement regularly. If you do not agree to any amendments to this Agreement, your sole and exclusive remedy is to discontinue using our Services.

5. SERVICE AND FEES

This Section applies when you use the Services to purchase or sell Virtual Currencies directly from us, a service available in limited jurisdictions only.

5.1 Service. We are an online digital brokerage service established to facilitate a simple, convenient and tailored experience for all users to buy or sell Virtual Currencies. All Virtual Currencies you purchase are sent directly from us to a Wallet Address which you provide. We do not store, hold, or manage user’s Virtual Currencies in our Services.

5.2 Quotes; Availability. Prior to completing your purchase or sale of Virtual Currencies from us, we will provide notice of the amount of Virtual Currencies you intend to purchase or sell and the amount of Funds you will be required to pay to us to receive such Virtual Currencies or Legal Tender. All quotes reflect the exchange rates applicable to the purchase or sale of Virtual Currencies using the Legal Tender or alternative form of Virtual Currencies identified in your purchase or sell order inclusive of all fees, including exchange fees, our processing fee, network/mining fees. All quotes are honoured only when Virtual Currencies or Legal Tender have been settled to us first. We have the ability to adjust the quote at any time during the transaction process even after an indicative quote has been provided and agreed upon by both parties if (a) Virtual Currencies are not received in a timely fashion; (b) Virtual Currencies received are not consistent with original Amount of Asset agreed upon by both parties; or (c) we deem the volatility of relevant Virtual Currency exceeds our risk threshold by the time your order was processed. You agree to comply with any terms and conditions provided within such notice to complete your purchase or sale transaction.

5.3 Purchase Payment Method. Only valid payment methods specified by us may be used to purchase Virtual Currencies. By placing an order to purchase Virtual Currencies from us, you represent and warrant that (a) you are authorized to use the designated payment method; and (b) you authorize us, or our payment processor, to charge your designated payment method. If the payment method you designate cannot be verified, is less than or greater than the amount required as indicated on the payment page, is invalid or is otherwise not acceptable, your purchase order may be suspended or cancelled automatically. You agree to resolve any problems we encounter in order to proceed with your purchase order.

5.4 Sell Payment Method. By placing an order to sell Virtual Currencies through us, you represent and warrant that (a) you are authorized to use the designated Virtual Currencies; (b) you authorize us, or our payment processor, to accept and charge any related fees associated with the designated Virtual Currencies. If the Virtual Currencies you designate cannot be verified, exceeds the designated time frame, is less than or greater than the amount required, is invalid or is otherwise not acceptable, your sell order may be suspended or cancelled. You agree to resolve any problems we encounter in order to proceed with your sell order.

5.5 Virtual Currency Transfers. When we receive Virtual Currencies, they are subject to a minimal number of confirmations by the applicable blockchain before being fully credited and Virtual Currency withdrawals are subject to withdrawal fees. We shall attempt to process withdrawals and deposits in a timely manner but we make no guarantee pertaining to the timing of those transfers. We are not responsible for losses and liabilities induced by delayed transfers.

5.6 Identity Authentication. You will provide us with accurate, current and complete information about yourself as prompted by the transaction process or as we may, from time to time, request, and will keep such information updated. You authorize us to make such inquiries that it considers necessary to validate your identity and you agree that we may do so using third party service providers. If you fail to comply with any request to provide us with information regarding your identity as we deem necessary to comply with our client identification and verification processes, we may immediately suspend or decline your transaction even if there are pending or unsettled transactions. Notwithstanding our client identification and verification processes, we cannot and do not guarantee the identity of any user of the Site or the Services. This allows us to verify that you meet the eligibility requirements set forth above, and you hereby authorize us to perform such authentications and verifications in order to process your transactions. In the event that a user fails the initial authentication process, we reserve the right to request additional proof of identification, and/or other evidence in order to authenticate a user.

5.7 Fees. We charge fees for the Services in accordance with our fee schedule. Our fee schedule and all fees for Services (including fees referenced throughout this Agreement) are specific to each transaction. Please contact us for details of fees. If, at any time, you do not wish to accept any fees charged by us, you may discontinue using our Services.

5.8 Third-Party Methods. Use of any third-party service for payment and settlement will require you to agree to any applicable terms of service and privacy policy of such provider. Your use of a third-party service is solely between you the third-party service provider. We are not responsible or liable in any way for any losses, claims, damages, costs, expenses, injuries to person or property, or any other claim arising in connection with your relationship with the third party, or their use of your personal information.

5.9 Service Updates. We may, in our sole discretion, make unscheduled deployments of changes, updates or enhancements to the Services at any time. We may add or remove functionalities or features, and may permanently discontinue Services. If, in our sole discretion, we decide to permanently discontinue Services, we will provide you with notice in accordance with this Agreement.

6. FULFILLMENT AND SETTLEMENT

6.1 Clearing Transaction. You acknowledge and agree that:

We will not purchase any Virtual Currency on your behalf until we have received the payment into our nominated bank account;

Once you have sent the payment, the transaction for the purchase of Virtual Currency cannot be cancelled or amended by you; and

e will use best endeavours to process your transaction within one business day of us receiving the payment into our nominated bank account.

6.2 Virtual Currency Delivery. We will make best efforts to fulfill all transactions, but in the rare circumstance where we cannot fulfill your purchase order to acquire Virtual Currencies, we may notify you and seek your approval to fulfill the purchase order at the contemporaneous buy price rate.

In certain situations, receipt of Virtual Currencies may be delayed due to downtime or congestion of, or disruptions to a Virtual Currency network. You consent to us validating any Virtual Currency purchase and you agree to cooperate with us and provide any information necessary if we identify suspicious activity associated with your transaction.

6.3 Accurate Information. You should verify the destination Wallet Address and all other transaction information and instructions before submitting a Virtual Currency purchase or sale. If you complete a purchase using the Services, you authorize us to submit your transaction request to the Blockchain in accordance with the instructions provided through the Services. If you complete a sale using the Services, you acknowledge we will not be liable for any error made by you in communicating the destination Wallet Address or other transaction information and instructions. It is important to note that you cannot cancel a Virtual Currency transfer once the Virtual Currency has been initiated on the Blockchain.

You are responsible for providing accurate information when placing an order. If any of this information is incorrect we reserve the right to refuse or cancel your order at any time as all orders with incorrect information are non-reversible and non-refundable.

6.4 Stopping Transactions. We reserve the right to delay, suspend, or refuse to process any transaction at any time, for any reason, in our sole discretion, including, but not limited to:

if we have reason to believe you are or may use the Services for any criminal or illegal activities;

there are technical reasons that prevent us from completing the transaction;

the payment which is sent for the order is less or more than the amount required, as indicated on the payment page; or

We receive a request from a law enforcement or government agency to do so.

7. REVERSALS

7.1 Reversals; Cancellations; Refunds. You or us cannot cancel, reverse, or change any Virtual Currency transaction, and therefore you cannot obtain a refund for any transaction for purchase or sale of Virtual Currencies using our Services. All transactions using our Services are final, and non-refundable.

7.2 Refuse and Reverse Certain Transactions. We reserve the right to refuse to process, or to cancel or reverse, any purchases or sales of Virtual Currency in its sole discretion, even after payment has been received. If we suspect the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime within our platform; in response to a subpoena, court order, or other government order; or if we reasonably suspect that the transaction is erroneous, in such instances, we are under no obligation to provide a refund or allow you to reinstate a purchase or sale order at the same price or on the same terms as the cancelled transaction.

8. USER INFORMATION

8.1 Content. All information, data, text, software, messages or other materials, whether publicly posted or privately transmitted to the Services by you (“User Content”), is the sole responsibility of you. This means that you, and not us, are entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available by using the Service. We do not control or actively monitor User Content and, as such, do not guarantee the accuracy, integrity or quality of such content. Under no circumstances will we be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials or any defects or errors in any printing or manufacturing, or for any loss or damage of any kind incurred as a result of the viewing or use of any User Content posted, emailed, transmitted or otherwise made available via the Service.

8.2 Restriction on User Content. We reserve the right at all times (but will have no obligation) to remove or refuse to distribute any User Content. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise Wallet Address fraud, security or technical issues, (iv)respond to User support requests, or (v) protect the rights, property or safety of our users and the public.

9. SUSPENSIONS & TERMINATIONS

We may, in our sole and absolute discretion, without liability of any kind to you or any third party, refuse your ability to use one or more of the Services without prior notice. For example, we may take such actions as a result of your failure to respond to customer support requests, your failure to provide information regarding your identity or if you are in violation of any of the terms and conditions of this Agreement. We will use reasonable efforts to expeditiously investigate a transaction that is subject to any suspension. You acknowledge and agree that we are under no obligation to disclose the details of its risk management or security procedures to you in connection with any suspension or ban for any other reason. If you have a purchase which is in process, this transaction will be immediately cancelled. We reserve the right to require you to provide further identifying information before processing any fiat return requests and to delay or prohibit such return if we believe fraudulent or illegal activity has occurred. This Agreement will remain enforceable against you while your access to one or more the Services is suspended and after it is terminated.

10. TAXES

It is your sole responsibility to determine what, if any, taxes apply to any transactions you make or receive, and it is you responsibility to collect, report and remit any taxes to the appropriate tax authority. We are not responsible for determining whether any taxes apply to your transactions, or for collecting, reporting or remitting any taxes arising from any transactions.

11. PRIVACY

11.1 Privacy Policy. Please review our Privacy Policy, the terms of which are incorporated into this Agreement by reference.

11.2 Inherent Risks. While we endeavour to take all reasonable steps to protect your personal information, we cannot guarantee the security of any data you disclose online. You accept the inherent security risks of providing information and dealing over the Internet.

11.3 Privacy of Others. If you receive information about another user through our Services, you must keep the information confidential and only use it in connection with our Services. You may not disclose or distribute another user’s information to a third party or use the information except as reasonably necessary to effect a transaction and other functions reasonably incidental thereto, unless you receive such other user’s express consent to do so. You may not send unsolicited email to a user through our Services.

12. INTELLECTUAL PROPERTY RIGHTS

We retain all right, title and interest (including all copyright, trademark, patent, trade secrets, and all other intellectual property rights) in the Services, including our trademarks, designs, logos, URLs and trade names that are displayed on the Site, which we refer to in this Agreement collectively as the “Corporate Materials”. We hereby grant you a limited, non-transferable, non-sublicensable and non-exclusive license to access and use the Corporate Materials and to use our Services solely for the intended purposes as determined by us from time to time. Any other use of the Services is expressly prohibited and you agree that this Agreement does not grant you any rights in or licenses to the Services, except for this express, limited license. Except as expressly authorized by us, you agree that you will not copy, transmit, distribute, sell, license, reverse engineer, create a derivative work of, modify, publish or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the content or any part of the Services, in whole or in part. The license granted hereby will automatically terminate if we suspend or terminate your access to the Services.

13. RISKS, LIMITATION ON LIABILITY AND INDEMNITY

13.1 General Risk Assumption. You acknowledge and agree that we will not be responsible for any losses arising from communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused. We assume no responsibility for any losses relating directly or indirectly to any action or inaction you take in connection with the Services and you agree that you assume all risks associated with using the Services.

13.2 Virtual Currency Risk Assumption. We have no control over, and makes no representations regarding the value of any Virtual Currency. You acknowledge and agree that the value of Virtual Currencies in not within the control of us, can change rapidly, increase or decrease unexpectedly, and potentially even fall to zero. You acknowledge that participation in these networks involves a high risk. The Virtual Currency network is operated by a decentralized network of independent third parties. You acknowledge and agree that we have no control over the Virtual Currency network and therefore cannot and does not ensure that any transaction you submit using the Services whereby you purchase Virtual Currency. Once you have submitted a Virtual Currency transaction request to the Blockchain using the Services, the Blockchain will automatically complete or reject the request and you will not be able to cancel or otherwise modify your transaction request. You acknowledge and agree that there are risks associated with using an Internet-based Virtual Currency service, including but not limited to, the risk of failure of hardware, software and Internet connections, the risk of malicious software introduction and the risk that third parties may obtain unauthorized access to information used during a transaction.

13.3 No Warranty. WE PROVIDE NO GUARANTEE AS TO THE PERFORMANCE OR THE UNINTERRUPTED AVAILABILITY OF THE SITE OR THE SERVICES. THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH IN THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE SERVICES, OR ANY OF THE CONTENT CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, COMPLETE OR ERROR-FREE. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

13.4 No Advice. We are not acting and cannot act as an advisor, including as to any financial, legal, investment, insurance or tax matters. Any information provided by us is for general information only. You are solely responsible for determining whether any contemplated transaction is appropriate for you.

13.5 Limitation of Liability. IN NO EVENT WILL WE TO DO THIS REAL TIME, ITS PARENT, AFFILIATES AND SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONSULTANTS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR AGGRAVATED DAMAGES, OR ANY OTHER LOSSES OR DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF DATA OR THIRD PARTY CLAIMS, REGARDLESS OF THE CAUSE OF ACTION AND INCLUDING WITHOUT LIMITATION CLAIMS FOR BREACH OF CONTRACT, TORT, NEGLIGENCE OF US OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITE, THE CORPORATE MATERIALS OR THE SERVICES, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ,INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON ANY INFORMATION OBTAINED FROM US OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, HUMAN ERROR, COMMUNICATIONS FAILURE, THEFT, HACKING, CYBER ATTACK, CORRUPTED FILES, MISTYPED Virtual Currency WALLET ADDRESSES, DESTRUCTION OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS OR THE SITE OR THE NEGLIGENCE OF US OR ITS AGENTS OR EMPLOYEES. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

13.6 Indemnification. To the fullest extent allowed by applicable law, you agree to indemnify, defend and hold us and its parent, affiliates, and subsidiaries, and each of their respective directors, officers, employees, agents, consultants, partners, and licensors, harmless against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable legal and other professional fees and any losses, fines, fees, or penalties imposed by any regulatory authority) arising from or in any way related to your use of the Services, your violation of this Agreement, or your violation of any rights of any other person or entity. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle such action or proceeding. This provision shall survive the termination of this Agreement.

13.7 Modifications on the Site. We reserve the right to modify or discontinue, temporarily or permanently, the Site or any features or portions thereof without prior notices. You agree that we will not be liable for any modification, suspension or discontinuance of the Site or any part thereof.

13.8 Accuracy. Although we intend to provide accurate and timely information, the Site and any content therein may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and the Services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the Site.

13.9 Computer Virus. Without limiting anything contained in this Agreement, we shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. Always log into your Account to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice. This provision shall survive the termination of this Agreement.

13.10 Third-Party Applications. If you grant permission to a third party to connect to you via our Services, either through such third party’s product or through the Services, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You acknowledge and agree that you will not hold us responsible for, and will indemnify us from, any liability arising from the actions or omissions of any third party in connection with the permissions you grant.

14. GENERAL PROVISIONS

14.1 Disputes. If a dispute arises between you and us:

Contact us First. You agree to contact us before taking any further action. Our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly.

Good Faith Attempts to Resolve. You and us each agree to make reasonable good faith efforts to settle any dispute, claim or controversy arising out of or relating to this Agreement by discussion and negotiation.

14.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada and the federal laws of Canada applicable therein (without regard to the conflicts of laws rules of the Province of British Columbia). Subject to the dispute resolution provisions of this Agreement in section 14.1, each of the parties hereby attorns to the non-exclusive jurisdiction of the courts in the Province of British Columbia, Canada and agrees that any action related to this Agreement must be brought in a court in the Province of British Columbia, Canada and waives any objection it has or may have in the future with respect to any of the foregoing.

14.3 No Waiver. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of that right or provision.

14.4 Severability. If any provision of this Agreement is determined by any court of competent jurisdiction or arbitrator to be invalid or unenforceable, you and us agree that the court or arbitrator should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect. If the court or arbitrator cannot do so, then the parties agree that the court or arbitrator should strike the invalid or unenforceable provisions, and that the remaining provisions be given their full force and effect.

14.5 Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including without limitation, indemnities and limitations of liability, shall survive the termination or expiration of this Agreement.

14.6 Relationship of the Parties. We are an independent contractor, and this Agreement does not create any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and us. You acknowledge that we are not a bank or a trust company service. By using the Services, you appoint us as your agent to facilitate all transactions using the Services.

14.7 Assignment. You may not assign any rights or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation of this section shall be null and void. Subject to this section, this Agreement will be binding upon the parties hereto and their respective heirs, administrators, personal representatives, successors and permitted assigns.

14.8 Headings. The captions and headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.

14.9 Notices. Any notices to us shall be sent by email to hello@jinbe.io. We may provide notices to you in such manner as it determines in its sole discretion.