13370046 Canada Inc. (dba Grapes) Terms & Conditions

TERMS OF SERVICE

Last revised: Dec, 2022

The website located at www.grapesfinance.com (the “Website”) and the Grapes mobile application (the “App” and together with the Website, the “Platform”) are operated by 13370046 Canada Inc. (dba Grapes) and its corporate affiliates (collectively, “Grapes,” the “Company,” “us”, “we” or “our”).

These terms of service (these “Terms of Service”) set forth the general terms and conditions of your use of the Platform and the services offered therefrom (the “Services”) and are in addition to any other terms of use posted on the Platform or linked from these Term of Service, including our privacy policy located at www.grapesfinance.com/privacypolicy (our “Privacy Policy”), which together constitute the entire Agreement (the “Agreement”) between us and you.

BY USING THE PLATFORM OR THE SERVICES OR BY CLICKING TO ACCEPT THESE TERMS OF SERVICE, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE AGREEMENT IN ALL RESPECTS. IF YOU DO NOT AGREE TO THE AGREEMENT, YOU MUST NOT ACCESS OR USE THE PLATFORM OR THE SERVICES.

Services. We facilitate the following transactions via the Platform:
1. the exchange of Canadian dollars (“CAD”) for a virtual currency whose value is tied to a fiat currency supported by the Company (a “Stablecoin”); and
2. the exchange of Stablecoins for CAD,
  (each, a “Transaction”).
Mechanics. The Company is not a marketplace and acts as the counterparty for every trade. The Company is not responsible or liable for any customer funds. To use the Services, you must have a CAD account with a Canadian bank and a compatible crypto wallet. You must not connect a bank account or a crypto wallet to your Account that you do not own. In any Transaction, the Company will direct the funds or Stablecoins to your bank account or crypto wallet, as applicable. The Company is not a custodian and will not hold custody of any funds or Stablecoins on your behalf at any time. The Company only accepts funds transferred directly from a bank via e-transfer or wire transfer. The Company does not accept any physical cash, cheques, or money orders.
Accounts.
1. Account Creation. You are required to create an account (an “Account”) to use the Services. You may only create one Account and you agree not to allow any third party to use your Account or to use your Account on behalf of any third party. It is a condition of your use of the Services that any information you submit in connection with the creation or updating of your Account or verification by us of your identity (“Registration Data”) is correct, current and complete. All Registration Data will be treated as personal information in accordance with our Privacy Policy. You permit us to keep records of Registration Data.
2. Identity Verification. You agree to provide us with certain Registration Data, as deemed necessary by us, prior to your use of the Services and periodically thereafter, for us to comply with our obligations under applicable laws including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). We will use your Registration Data to verify your identity in accordance with our obligations under the PCMLTFA. From time to time, we may require you to provide additional information as a condition for continued use of the Services to confirm your identity and your purpose for using our Services. Failure to do so is grounds for our immediate termination of your Account. You undertake to promptly notify us in writing and provide us with information regarding any changes in circumstances that may cause any Registration Data provided to become false, inaccurate or incomplete and also undertake to provide any other additional documents, records and information as may be required by us or applicable laws.
  You authorize us to make enquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such enquiries. When we carry out these enquiries, you acknowledge and agree that your Registration Data may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our enquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Additionally, we may require you to wait some amount of time after completion of a Transaction before permitting you to use further Services or before permitting you to engage in Transactions beyond certain volume limits.
3. Representations. By creating and using an Account, you represent and warrant to the Company that: (a) all Registration Data is correct, current and complete; (b) you do not have an existing Account; (c) you are a resident of and located in Canada; (d) you have an understanding of virtual currencies (including Stablecoins), crypto wallets and the technology that underlies them; (e) you own the crypto wallet and bank account connected with your Account; (f) you can afford to lose all amounts used to purchase Stablecoins through the Services; and (g) you will comply with all terms and conditions of this Agreement.
  If you use the onboarding portal for individuals to create your Account, you represent and warrant to the Company that you are an individual and that you are at least 18 years old and the age of majority in the jurisdiction where you reside. If you use the onboarding portal for corporations and other non-individual entities to create your Account, you represent and warrant to the Company that you are a corporation or other non-individual entity and that you are validly existing and have full legal capacity and sufficient authorizations to enter into the Agreement. For clarity, an Account registered in the name of an individual must only be used by that individual and an Account registered in the name of an entity must only be used by that entity. No Account holder may use their Account on behalf of any third party.
4. Account Security. Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You understand and agree that your Account is personal to you and you agree not to provide any other person with access (including partial access) to the Platform or the Services using your Account. You agree to notify us immediately of any unauthorized access to or use of your Account or any other breach of security. You also agree to ensure that you logout from your Account at the end of each session. You are solely responsible for any password misuse or any unauthorized access to your Account. We reserve the right at any time and from time to time, to disable or terminate your Account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason.
Terms of Purchase.
1. Orders. All orders confirmed by you are deemed final and are non-reversible by you. The Company provides you with the tools to verify your order before confirming it to help you catch mistyped orders, including any losses resulting from mistyped or incorrect virtual currency wallet addresses. The Company will not be responsible for losses induced by mistyped or otherwise wrongly placed orders. Notwithstanding the foregoing, in the event we determine, at our sole discretion, that as the result of a technical issue an executed purchase did not reflect the fair market value for the applicable coin, such purchase shall be cancelled and you shall be refunded the amount you paid for your purchase.
  Submission of an order request does not guarantee that the Company will complete a requested Transaction and, in any event, the Company will not complete a Transaction until the actual receipt by it of your funds or Stablecoins, as applicable. Incomplete Transactions may be cancelled by the Company at any time, including after receipt by it of your funds or Stablecoins, in the sole and absolute discretion of the Company. If the Company cancels a Transaction including because it is unable to complete the Transaction, it will return your funds to your applicable account.
2. Timing. Stablecoin deposits are subject to a minimal number of confirmations by the applicable blockchain before the Company will execute the Transaction. We shall attempt to process withdrawals and deposits in a timely manner but we make no guarantee pertaining to the timing of completion of Transactions. We are not responsible for any losses or liabilities induced by delayed Transactions.
3. Availability of Coins. Stablecoins are listed on the Services at the discretion of the Company and can be removed or closed at any time. We are not responsible for any losses or liabilities arising from removed or closed Stablecoins.
4. Rates. Each Transaction will be completed using the exchange rate quoted by us at the time of your agreement to the Transaction. Final transaction amounts may differ by up to $0.10 from displayed prices due to market fluctuations and rounding of exchange rates.
5. Fees. We may charge a percentage-based order fee that will be disclosed to you prior to your confirmation of each Transaction. In addition, your bank or other service provider may charge fees for a given Transaction, including network, wire transfer and other processing fees and insufficient funds or overdraft fees if you do not have sufficient funds to complete a Transaction (collectively, “Third Party Fees”). While we do our best to estimate Third Party Fees prior to your agreement to a Transaction, such estimates do not include insufficient funds or overdraft fees and we do not guarantee that any estimate of Third Party Fees provided to you will be accurate. You are solely responsible for all Third Party Fees, including maintaining an adequate balance in your bank account to avoid such fees.
6. Limits. We impose Transaction limits in accordance with laws and regulations based on our risk assessment of your Account. Transaction limits are based on various factors, including your Registration Data, payment method and the identity verification steps that you have completed. If you wish to increase your Transaction limits, we may ask you to complete additional “know your client” verification steps. However, the Company retains sole and absolute discretion to impose whatever Transaction limits on your Account that it deems necessary or desirable.
7. Disclaimer. The Company has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party. The Company is not responsible for ensuring that a buyer or a seller you are dealing with will actually complete any Transaction you initiate with a third party. If you experience a problem with any goods or services purchased from, or sold to, a third party in connection with a Stablecoin purchased using the Company's Services, or if you have a dispute with such third party, you must handle it directly with that third party.
Acknowledgements. By using the Services, you agree and acknowledge that:
1. the Stablecoins available for purchase via the Services are not “securities” within the meaning of Canadian securities laws and accordingly you will not have access to any of the securities laws remedies or protections available to purchasers of securities;
2. Stablecoins generally do not afford the holder thereof any rights commonly associated with securities ownership, such as voting rights and rights to participate in the equity of the issuer;
3. we are not responsible for any consequences arising from false, incorrect, or incomplete information that you provide to us, including any incorrect virtual currency wallet address;
4. we do not own or control, and make no representations or warranties with respect to, the underlying technology of the Stablecoin you may purchase or sell using the Services, including those technologies that govern their use; the underlying technology of a Stablecoin 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 currency and whether the Services are able to support the virtual currencies subject to a Fork;
5. we are not responsible for any consequences arising from a Fork including any losses you may suffer, and, in the event of a Fork, we may temporarily suspend the operation of the Services (with or without advance notice to you) and in our sole discretion decide whether or not to support the virtual currencies subject to the Fork;
6. you have a sophisticated understanding of technical and business matters relating to Stablecoins and blockchain technology such that you understand the Agreement and appreciate the risks and implications of effecting Transactions via the Services;
7. we make no representations or warranties with respect to the Stablecoins available for purchase from us and you are solely responsible for researching the Stablecoins you purchase and ensuring that your Transactions are on an informed basis;
8. holding Stablecoins carries various risks, including risks relating to the particular issuers of Stablecoins and the technology underlying Stablecoins. Such risks are risks of the applicable issuers of Stablecoins and not of the Company, and it is your sole responsibility to research and understand such risks. Such risks may cause the value of a Stablecoin to decrease to zero, resulting in the loss of your entire investment. THE COMPANY IS NOT RESPONSIBLE FOR ANY LOSSES OR LIABILITIES WHATSOEVER ARISING FROM A DECREASE IN THE MARKET PRICE OF ANY STABLECOIN PURCHASED BY YOU USING THE SERVICES;
9. the Stablecoins you purchase via the Services are not protected by any government or other insurance;
10. our ability to fill your purchase and sale orders on a timely basis depends in part on our ability to purchase and sell particular Stablecoins; if we, for any reason, have a lack of a particular Stablecoin it may not be possible to fill your order on a timely basis or at all;
11. the Services may be subject to malicious cyber attacks or may contain exploitable flaws in its security systems, which may result in security breaches and the loss or theft of Stablecoins;
12. issuers of the Stablecoins available for purchase via the Services are generally not subject to ongoing public disclosure requirements and accordingly it may be difficult to find accurate and current information relating thereto;
13. it is your sole responsibility to determine whether, and to what extent, any taxes apply to any Transactions and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your Transaction history is available through your Account. We do not provide tax advice and you agree that you will determine any tax implications associated with your use of, and any Transactions you may make using the Services. You should consult an accountant, lawyer or tax authorities in your jurisdiction to determine any tax consequences;
14. when you purchase Stablecoins that are pegged to a fiat currency that is different from the fiat currency used for purchase, you acknowledge that you are indirectly exposed to currency foreign exchange risk. You acknowledge that the price or value of any currency may fluctuate and that the conversion rate (“Conversion Rate”) for converting from your local fiat currency to a Stablecoin pegged to a different fiat currency may not be the same Conversion Rate that applies when converting back into that first currency. You will always be shown the applicable Conversion Rate for a transaction prior to consummating the transaction. You agree to deliver the agreed upon payment upon confirmation of a deposit, regardless of changes in a fiat currency's value or a Stablecoin's value. In the event you are entitled to a refund or other payment by the Company, the Company shall have no liability for any losses resulting from a change in the Conversion Rate that may have occurred since the time of the original Transaction. The ability to convert from one currency to another is subject to applicable legal and regulatory restrictions as well as the availability of such currency provided by the Company;
15. you understand that if you have an unpaid balance and do not make satisfactory payment arrangements, your account may be placed with an external collection agency. You are responsible for reimbursements of any fees from the collection agency, including all costs and expenses incurred collecting your Account, and possibly including reasonable lawyers' fees if so incurred during collection efforts;
16. the Services do not involve any extension of credit to you;
17. any funds, fiat currency or Stablecoins used by you in connection with the Services are yours or you have the legal authority to use them and they are not subject to any liens, security interest or claims of any nature; and
18. you do not fall within the scope of a country-based sanction program, nor are you under the control of any individual who falls into the scope of a country-based sanction program, nor will you supply any value, product or service to anyone who falls into the scope of a country-based sanction program.
Privacy and Security. By submitting your personal information and using the Platform and the Services, you consent to the collection, use, disclosure and maintenance of any such personal information in compliance with our Privacy Policy found at www.grapesfinance.com/privacypolicy, as we deem necessary for use of the Platform and our provision of the Services. The Privacy Policy is hereby incorporated by reference herein.
It is possible that the Company, its affiliates or their respective assets may be acquired or transferred as part of a merger, acquisition or other change of control transaction. You understand that your personal information (including Registration Data) may be disclosed and transferred to the succeeding entity or proposed succeeding entity in connection with such a transaction or proposed transaction and hereby consent to such transfer.
Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information (including Registration Data) transmitted to us. Any transmission of personal information (including Registration Data) is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Platform.
You may contact us using the information set out under the heading “Contact Us” to discuss any questions or concerns related to the Privacy Policy, how your information is being handled, or to request that your personal information be revised or removed from our promotional list.
Intellectual Property Rights and Ownership. You understand and agree that the Platform and their entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by the Company, its 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.
You have no right, title, or interest in or to the Platform or to any content on the Platform, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by this Agreement is a breach of this Agreement and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.
Notwithstanding anything else in this Agreement, “Grapes”, the Grapes logo and design and all related names, logos, product and service names, designs, images, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written consent of the Company.
Subject to these Terms of Service, you are granted a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license to use the Services solely in connection with the completion of Transactions using the Services and matters ancillary thereto. You are also granted a limited, non-exclusive right to create a hyperlink to the homepage of the Website, provided that you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a hyperlink in such a way as to suggest any form of association, approval, or endorsement on our part where none exists and you must not frame our Platform on any other site. Other than as set out in this paragraph, nothing in these Terms of Service gives you any licence, right, title, or ownership of, in, or to the Platform or the Services. You may not use the Platform or the Services without our prior written consent except as explicitly contemplated by these Terms of Service.
Without limiting the generality of the foregoing, you shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Platform, in any form or medium whatsoever except: (a) your computer and browser may temporarily store or cache copies of materials being accessed and viewed; and (b) a reasonable number of copies for personal use only may be printed keeping any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever.
User Submissions; Grant of License. Any submissions (“User Submissions”) you make to us via phone or via the Platform through any functionality such as applications, reviews, live chat features, e-mail, message boards, personal, or interest group web pages, profiles, forums and bulletin boards constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy. Subject to applicable laws and our Privacy Policy, none of your User Submissions will be subject to any confidentiality by the Company. By providing any User Submissions, you grant us and our service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive licence to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose and according to your account settings and/or incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any User Submission.
By submitting User Submissions, you declare and warrant that you own or have the necessary rights to submit the User Submissions and have the right to grant the licence hereof to us and our service providers, and each of their and our respective licensees, successors, and assigns to the User Submissions and comply with the Agreement. You represent and warrant that all User Submissions comply with applicable laws and regulations. You understand and agree that you are fully responsible for any User Submissions you submit or contribute, and you are fully responsible and legally liable, including to any third party, for your User Submissions. We have no obligation, nor any responsibility to any party to monitor User Submissions and we have no liability for any action or inaction regarding User Submissions, subject to applicable laws.
Conditions of Use and Prohibited Conduct. As a condition of your access and use, you agree that you may use the Platform and the Services only for lawful purposes and in accordance with this Agreement. Without limiting the foregoing, you warrant and agree that your use of the Platform and the Services and any User Submissions shall not:
1. in any manner violate this Agreement or any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with the Agreement;
2. in any manner violate the terms of use of any third-party website that is linked to the Platform, including but not limited to, any third-party social media website;
3. include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made by the Company in its sole discretion;
4. involve, provide, or contribute any false, inaccurate, or misleading information;
5. transmit, or procure the sending of, any advertisements or promotions without our prior written consent, sales, or encourage any other commercial activities, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation;
6. encourage any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which may harm or cause anxiety or annoyance to the Company or others or expose them to liability, such determination to be made by the Company in its sole discretion;
7. promote any illegal activity, or advocate, promote, or assist any unlawful act;
8. purchase or sell a Stablecoin with knowledge of any material, non-public information relating to such Stablecoin;
9. use any automated means to complete Transactions or otherwise use the Services, including to extract data or register Accounts, or trade in high volumes of Stablecoins, such determination to be made by the Company in its sole discretion;
10. take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data or information;
11. involve the circumvention or violation of any security, or the interference with the proper working, of the Platform or the Services; or
12. act as a payment intermediary or aggregator or otherwise resell our Services, unless authorized by us in writing.
Compliance with Laws.
1. Geographic Restrictions. The owner of the Platform is based in Ontario, Canada. We provide the Platform and the Services for use only by persons located in Canada. The Platform and the Services are not intended for use in any jurisdiction where their use is not permitted. If you access the Platform from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction. The Services do not constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unauthorized or unlawful.
2. Your Compliance. You covenant with the Company that you shall comply with all applicable law, including the laws and regulations of Canada and all laws and regulations regarding anti-money laundering, anti-terrorist financing, money transfer and remittance, and shall abide by all applicable laws. You acknowledge and declare that your funds come from legitimate sources and do not originate from illegal activities; you agree that we will require you to provide or otherwise collect the necessary information and materials as per relevant laws or government orders to verify the legality of the sources and uses of your funds. We maintain a stance of cooperation with law enforcement authorities globally and will not hesitate to freeze or terminate your Account if required by applicable law.
3. Waiver and Indemnity. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY LEGAL INVESTIGATIONS OR SUCH PARTIES' COMPLIANCE WITH APPLICABLE LAWS.
Third-Party Websites. For your convenience, the Platform may provide links or pointers to third-party sites. We make no representations about any other websites that may be accessed from the Platform. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.
No Reliance. The content on the Platform, as well as any information provided orally by our representatives, is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of such information.
Although we make reasonable efforts to update the information on the Platform, we make no representations, warranties, or guarantees, whether express or implied, that the content on the Platform is accurate, complete, or up to date. Your use of the content on the Platform and the Services is at your own risk and neither the Company nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for your use of the content on the Platform or the Services.
The Platform may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials and we do not have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.
We may at any time without notice or liability decide to alter, amend, restrict, modify, or terminate the Platform or the Services or any functionality or portion of the Platform or the Services, all in our sole discretion, and you understand that there is no guarantee that the Platform or the Services or any portion or functionality of them will continue to operate or be available for any particular period of time. We will not be liable if, for any reason, all or any part of the Platform is unavailable at any time or for any period.
DISCLAIMERS. Market data such as rate quotes are provided “as is” without any guarantee of being the latest. The data may also have typographical errors or be incomplete or inaccurate. The Company will try to correct those mistakes on a best effort basis but does not necessarily commit to do so.
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. NEITHER THE COMPANY NOR OUR AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY OTHER USER OF THE PLATFORM AND YOU HEREBY RELEASE THE COMPANY AND OUR AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO, WHETHER DIRECT OR INDIRECT. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE PLATFORM OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVERS THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
LIMITATION OF LIABILITY. IN NO EVENT SHALL THE COMPANY, ITS PARENT, SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS **BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
WE ARE NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, INCLUDING ISSUERS OF STABLECOINS, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS AND OUR AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE FEES (NOT INCLUDING THIRD PARTY FEES) PAID BY YOU TO THE COMPANY PURSUANT TO THIS AGREEMENT DURING THE TWO YEARS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, PROVIDED THAT SUCH LIMITATION OF LIABILITY SHALL NOT APPLY TO (A) LIABILITY RESULTING FROM THE COMPANY'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT AND (B) DEATH OR BODILY INJURY RESULTING FROM THE COMPANY'S NEGLIGENT ACTS OR OMISSIONS.
Indemnification. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your breach or our enforcement of this Agreement or your violation of any law, rule or regulation, or the rights of any third party. We may, at our sole discretion, assume the exclusive defense and control of any matter subject to indemnification by you. The assumption of such defense or control by us, however, shall not excuse any of your indemnity obligations.
No Liability for Breach. We are not liable for any breach of the Agreement, including delays, failure in performance or interruption of Services, where they arise directly or indirectly from abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all effects to the contrary, nor are we liable where the breach is due to the application of mandatory legal rules.
Termination. The Company has the right, in its sole discretion, without provision of notice, to terminate or suspend your Account, any Transaction or this Agreement for any or no reason, including but not limited to as a result of your violation of this Agreement or in connection with the Company's compliance with applicable laws.
Dispute Resolution.
1. Negotiation. In case of a dispute relating to the Platform, the Services or this Agreement, you agree to first contact us at support@grapesfinance.com and attempt in good faith to resolve the dispute informally, without prejudice. Any offer of resolution made to you will only become binding on us if accepted by you. An offer of resolution will not constitute any admission by us of any wrongdoing or liability regarding the subject matter of the dispute. You agree to allow a period of thirty (30) days from the date that you initially contact us in respect of a dispute to come to an informal resolution before initiating any formal legal process in respect of such dispute, including pursuant to Sections 18.2 or 18.3.
2. Arbitration. If our dispute is not informally resolved within thirty (30) days pursuant to Section 18.1, except for disputes in respect of intellectual property infringement and the validity or enforceability of this Section and claims for injunctive or equitable relief and except as may be limited by applicable law, such dispute shall be resolved by binding arbitration if either side requests it. Unless all parties otherwise agree, such arbitration shall be finally settled on an individual, non-representative basis in accordance with the rules of the Canadian Arbitration Association, as modified by this Agreement. Any arbitration will be conducted by a single, neutral arbitrator and shall take place in Ontario, Canada. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys' fees when authorized by law. The arbitral decision may be enforced in any court of competent jurisdiction. Notwithstanding the foregoing, to the extent a dispute is within the scope of a small claims court's jurisdiction, either you or the Company may commence an action in small claims court in the province of Ontario to resolve the dispute.
3. Choice of Forum. Subject to Sections 18.1 and 18.2, any action or proceeding arising out of or relating to the Platform, the Services or this Agreement will be instituted in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.
4. Survival. This Section shall survive the termination of your Account and this Agreement.
Governing Law. All matters relating to the Platform, the Services and the Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence, or physical location. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Service.
Waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from the Agreement operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Conflict. If there is a conflict or inconsistency between any supplementary information not explicitly included by reference into this Agreement, this Agreement shall prevail to the extent of such conflict or inconsistency.
Severability. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Entire Agreement. This Agreement, including any terms and conditions incorporated by reference herein, constitutes the sole and entire agreement between you and the Company regarding the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
Headings. The headings in these Terms of Service are inserted for reference only and do not affect the interpretation of this Agreement.
Notice. We can provide notices to you by personal delivery, mail (including registered mail), phone or by e-mail at the address, phone number or e-mail, as applicable, associated with your Account. If the contact information which you have provided us changes, you agree to promptly update such information associated with your Account.
Assignment. We may assign any or all of our rights and obligations under this Agreement or pledge the Agreement or proceeds thereunder as security for any obligation, without your permission. If you want to assign this Agreement to anyone else, you will need our written consent to do so.
English Language. The parties have requested and agree that this Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soinet rédigés en anglais.
Amendments and Access. We reserve the right in our sole discretion to revise and update this Agreement from time to time without further notice. If we do so, we will post the latest version of this Agreement on our Website at www.grapesfinance.com/tnc. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Platform. You agree to periodically review this Agreement in order to be aware of any such modifications and your continued use of the Platform and the Services shall be your acceptance of this Agreement as revised. The date of the last revision or modification to this Agreement is set out at the bottom of this Agreement.
Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, Account cancellation, debts owed to us, general use of the Platform, disputes, and general provisions, shall survive the termination or expiration of this Agreement.
Contact Us. You can contact us in respect of feedback, comments, requests for technical support and other communications relating to the Platform or the Services by email at support@grapesfinance.com.