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This Aquanow User Agreement (this “Agreement”) is a binding contract between you (“Client”, “you”, or “your”) and CLTS Technologies Ltd. dba Aquanow (“CLTS”, “we”, “our” or “us”). This Agreement governs your access to and use of the Services.

YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT WHEN YOU: (A) ACCESS OR USE ANY OF THE SERVICES; (B) CLICK OR TAP A BUTTON, CHECK A BOX, OR SIGN A DOCUMENT INDICATING YOU ACCEPT THIS AGREEMENT; OR (C) OTHERWISE INDICATE THAT YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT IS EFFECTIVE UPON THE DATE YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ACCEPTINGTHIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU CONFIRM THAT SUCH ORGANIZATIONIS BOUND BY THIS AGREEMENT.

YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; AND (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND: (I) IF ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (II) IF YOU ARE AN INDIVIDUAL, YOU ARE AT LEAST THE OLDER OF 19 YEARS OF AGE AND THE AGE OF MAJORITY UNDER APPLICABLE LAW TO FORM A BINDING CONTRACT WITH CLTS.

IF YOU DO NOT AGREE WITH THE TERMS OFTHIS AGREEMENT, YOU MUST NOT USE THE AQUANOW SERVICES.

The following documents form part of the Agreement and are incorporated: the Risk Disclosure Statement, the Website Terms of Service, our Privacy Policy, and the API License Agreement if you use of the Aquanow API.

THE AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION INSECTION 30 WHICH PROVIDES THAT YOU WILL RESOLVE ALL DISPUTES THROUGH MANDATORY AND BINDING ARBITRATION, UNLESS YOU OPT OUT THROUGH THE MECHANISM PROVIDED IN THE AGREEMENT OR ARE IN A PROVINCE, STATE, OR COUNTRY IN WHICH THE COURTS OR LAW WILL NOT PERMIT YOU TO CONSENT TO BINDING ARBITRATION. THIS MEANS THAT, IN THE EVENT OF A DISPUTE WITH CLTS, YOU WILL NOT BE ABLE TO HAVE THAT DISPUTE RESOLVED BY A JUDGE OR A JURY. ADDITIONALLY, IN SECTION 30.3 OF THE AGREEMENT, YOU ALSO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS AGAINST CLTS AND WAIVE YOUR RIGHT TO A JURY TRIAL. PLEASE CAREFULLY READ SECTION 30.

1. INTRODUCTION AND INTERPRETATION

1.1 Definitions. The following words have the following meanings:

(a) “Account Data” has the meaning set forth in Section 2.2.

(b) “Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, government enforcement action, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, investigative, regulatory or other, whether at Law, in equity or otherwise.

(c) “AML Compliance Program” has the meaning set forth in Section 2.4.

(d) “Anti-Money Laundering Laws” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (S.C. 2000, c. 17) and its associated regulations, policies, and guidelines, and all other Laws applicable to the Services and relating to proceeds of crime, money laundering, terrorist financing, and know- your-client (KYC) obligations.

(e) “API Credentials” means the secret key and access token that allow you to make authenticated requests to the Aquanow API.

(f) “API Order” has the meaning set forth in Section 9.1(c).

(g) “Aquanow API” means the application programming interface that allows other software or hardware devices to interface with the Service Software, which CLTS may make available to you subject to the terms and conditions of the Aquanow API Terms of Service. The Aquanow API also includes any accompanying documentation and any Updates.

(h) “Aquanow API Terms of Service” means the terms of service governing access and use of the Aquanow API, currently located at https://www.aquanow.io/legal/api-license-agreement and as updated by CLTS from time to time.

(i) “Authorized Application” means a software application distributed by Client that is designed to access and use the Service Software via the Aquanow API, such as: (i) a website or client-based application, mobile application, or desktop application; (ii) the components of Client’s gateway server designed to enable access to the Service Software; or(iii) interfaces or any other technological means used to access the Service Software via the Aquanow API.

(j) “Authorized User” means an individual authorized by CLTS to use the Services through your Account pursuant to Section 2.11(b).

(k) “Business Day” means any day other than a Saturday, Sunday or statutory holiday in the Province of British Columbia, Canada.

(l) “Business Hours” means 9:00 a.m. to 5:00 p.m. PT on Business Days.

(m) “Chat Order” has the meaning set forth in Section 9.1(a).

(n) “Client Data” means, other than De-Identified Data, all information Processed through the Services by or on behalf of Client or any Authorized User or Customer.

(o) “CLTS Associates” means CLTS’s directors, officers, employees, agents, service providers, contractors, shareholders, subsidiaries, parent companies, successors, and assigns.

(p) “CLTS Materials” means the Service Software, Documentation, Aquanow API, and CLTS Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by CLTS or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or CLTS Systems. For the avoidance of doubt, CLTS Materials includes De-Identified Data and any information, data, or other content derived from CLTS’s monitoring of Client’s access to or use of the Services, but does not include Client Data.

(q) “CLTS Systems” means the information technology infrastructure used by or on behalf of CLTS in connection with providing remote access to the Service Software, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by CLTS or through the use of third-party services.

(r) “Close Associate” means individuals who are closely connected to a Politically Exposed Person, either socially or professionally.

(s) “Confirmation” means a record provided to you by CLTS in respect of your trading activities or the terms of Trades, including our confirmations of your Orders, records of our acceptances of your Orders, transaction receipts, and confirmation of Order cancellations or modifications.

(t) “Credentials” means any username, identification number, password, license or security key, security token, API Credentials, private cryptographic keys, challenge questions, biometrics, personal identification number (PIN) or other security code, method, technology or device used, alone or in combination, to verify a person's identity and authorization to access and use Services, an Account, or Wallet.

(u) “Credit” has the meaning set forth in Section 9.8.

(v) “Customer” means a customer of Client who uses an Authorized Application to make Trades through the Services.

(w) “De-Identified Data” means Client Data or Account Data with the following removed: information that identifies or could reasonably be used to identify an individual person, a household, or Client.

(x) “Digital Asset” means the digital assets that can be purchased or sold through the Services, as determined by CLTS from time to time in its sole discretion, such as Bitcoin.

(y) “Documentation" means” means any guides, manuals, or other documentation provided by CLTS that describes how to use the Services or other CLTS Materials.

(z) “Electronic Address” means the IM Account, email address, or other electronic addressor account at which you can receive electronic messages, registered on your Account.

(aa) “Expiry Time” has the meaning set forth in Section 9.1.

(bb) “External Account” means a bank account linked to your Account at which you are able to receive transfers of Fiat from your Account and from which you are able to transfer Fiat to your Account.

(cc) “External Wallet” means a Wallet that is external to the Services and not provided by CLTS.

(dd) “Family Member” means individuals who are related to a Politically Exposed Person either directly (consanguinity) or through marriage or similar (civil) forms of partnership.

(ee) “Fees” has the meaning set forth in Section 11.2.

(ff) “Fiat” means the types of fiat currency supported by the Services, as determined by CLTS from time to time in its sole discretion;

(gg) “Funds” means Fiat or Digital Assets or both, as the context requires;

(hh) “Harmful Code” means any software, hardware or other technology, device or means, including any virus, trojan horse, worm, backdoor, malware or other malicious computer code, the purpose or effect of which is to: (i) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any: (1) computer, software, firmware, hardware, system or network; or (2) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data Processed thereby; or (ii) prevent Client or any Authorized User from accessing or using the Services or CLTS Systems as intended by this Agreement.

(ii) “IM Account” your instant messaging account registered on your Account, such as your WhatsApp account, Telegram account, or Signal account;

(jj) “Indemnified Associates” are CLTS’ subcontractors and CLTS’s and such subcontractors’ respective officers, directors, employees, agents, shareholders, parents, subsidiaries, successors, and permitted assigns;

(kk) “Internal Wallet” means a Wallet made available by CLTS to you as part of the Services;

(ll) “Laws” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any federal, provincial, state, municipal, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction;

(mm) “Losses” means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable legal fees, disbursements and charges, and the cost of enforcing any right to indemnification here under and the cost of pursuing any insurance providers.

(nn) “Obvious Error” means, in respect of market conditions, quantities of Digital Assets, or pricing at the time you place or we execute an Order, a clear or obvious: (i) typographical error or misquote by CLTS, a third-party exchange, or any other third-party upon which CLTS has reasonably relied; (ii)malfunction, error, or bug in the Service Software, Aquanow API, or any hardware relied upon by CLTS; (iii) fault in any trading algorithm used by CLTS; or (iv) calculation error.

(oo) “Order "means an order for a Trade;

(pp) “Order Channel” has the meaning set forth in Section 9.1;

(qq) “Permitted Use” means use of the Services solely for the purpose of making Trades in connection with Client’s business or commercial operations.

(rr) “Person” means an individual, corporation, partnership, unlimited liability company, governmental authority, unincorporated organization, trust, association or any other entity.

(ss) “Personal Information” means information about an identifiable individual;

(tt) “Privacy Laws” means all present and future Laws applicable to the Services relating to the collection, use, and disclosure of personally identifiable information, including, the Personal Information Protection and Electronic Documents Act (Canada)or any successor privacy legislation.

(uu)  "Process" means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross ­reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. "Processing" and "Processed" have correlative meanings.

(vv) “Prohibited Person” means:

           (i)         A Person identified in:

                        (1)            Canada’s Consolidated Canadian Autonomous Sanctions List;

                        (2)           The United State’s Specially Designated Nationals And Blocked Persons List;

                        (3)           The United State’s Commerce Department’s Denied Persons List;

                        (4)           The “Sectoral Sanctions Identifications List”, published by the Office of Foreign Assets Control of the United States Department of the Treasury;

                        (5)           Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by the Financial Crimes Enforcement Network of the U.S. Department of the Treasury;

                        (6)           any other foreign terrorist organization or other sanctioned, restricted, or debarred party list published by the governments of Canada, the United States, or the United Nations;

                        (7)           economic sanctions, AML, or CTF Laws of or by Governments of Canada, the United States, or the United Nations;

            (ii)        A US Person, meaning:

                        (1)           a United States citizen or resident;

                        (2)           a corporation, partnership, or other entity established or organized in or under the Laws of the United States;

                        (3)           an estate of a deceased person who was a United States citizen or resident;

                        (4)           any trust if (A) a court within the United States has authority to exercise primary supervision over the trust’s administration, and (B) one or more United States Persons have the power to control all substantial decisions of the trust;

                        (5)           any Person organized or incorporated outside the United States and the US Territories or Insular Possession of the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly (i) holds a 50 percent or greater equity interest by votes or value, (ii) a holds a majority of seats or memberships on the board of directors of the entity, or (iii)authorizes, establishes, directs, or otherwise controls the  actions, policies, personnel decisions, or day-to-day operations of the Person

            (iii)      a Politically Exposed Person (PEP) or Family Member or Close Associate of the Politically Exposed Person;

            (iv)      a Person subject to trade, banking, or travel sanctions or restrictions enacted by a governmental authority;

            (v)       a Person located in, or a Person who is a resident or citizen of, any jurisdiction other than a Service Jurisdiction;

            (vi)      a Person located in, or a Person who is a resident or citizen of, any country or region subject to sanctions or trade restrictions under Canadian or United States Laws;

            (vii)     a Person for whom access or use of the Services would be contrary to Laws applicable to them;

            (viii)    a Person under the legal age to form a binding contract in your jurisdiction;

            (ix)      a Person under the age of 19; or

            (x)       a Person who has previously been suspended or prohibited from accessing or using our Services.

(ww) “Politically Exposed Person” has the meaning provided in The FATF Recommendations (2019), currently available here.

(xx) “Referring Party” means a third-party engaged by CLTS to introduce clients to CLTS.

(yy) “Registration Form” means the registration form you must complete, sign, and submit to CLTS prior to be providing access to the Services.

(zz) “Service Provider” means a third-party that provides services or technologies that are compatible with or otherwise augment the Services.

(aaa) “Services” means the products, services, and technologies provided by CLTS through the Website, the Service Software, the Aquanow API, or through any other means authorized by CLTS, related to the sourcing and delivering liquidity for the purchase and sale of Digital Assets.

(bbb) “Service Software” means the Aquanow software application or applications and any other CLTS or third-party software application or applications that CLTS provides remote access to, and use of, as part of the Services, including any Updates.

(ccc) “Settlement Date” means, in respect of a Trade, the dates upon which payment or delivery of any Funds is to occur, as specified in the Confirmation that relates to the Trade.

(ddd) “Subcontractor” has the meaning set forth in Section 3.9.

(eee) “Term” has the meaning set forth in Section 21.1.

(fff) “Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.

(ggg) “Trade” means a purchase or sale of a Digital Asset consummated through the Services.

(hhh) “United States” means the states of the United States and the District of Columbia.

(iii) “US Territories” means the U.S. Virgin Islands, Guam, Puerto Rico, e Commonwealth of the Northern Mariana Islands; and all other territories and possessions of the United States, other than the Indian lands (as defined in the Indian Gaming Regulatory Act (United States))

(jjj) “Updates” means bug fixes, updates, upgrades, enhancements, modifications and new releases or versions of the Aquanow API.

(kkk) “Wallet” means a device, physical medium, software, or service which stores certain types of cryptographic assets (or the public and/or private keys to such cryptographic assets) and can be used to track ownership, receive, or transfer cryptographic assets.

(lll) “Wallet Address” means the public key of an asymmetric key pair represented as a combination of alphanumeric characters and which is a destination for a digital asset transfer.

(mmm) “Website” means the Aquanow website, currently located at https://trade.aquanow.io/

(nnn) “Website Terms of Service” means the terms of service for the Website, currently located at https://aquanow.io/terms/ and as updated by CLTS from time to time.

(ooo) “Website Order” has the meaning set forth in Section 9.1(b).

(ppp) “Withdrawal Minimums” has the meaning set forth in Section 7.8(e).

1.2 Interpretation.  For the purposes of this Agreement: (a) the words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder ”refer to this Agreement as a whole; (d) unless the context otherwise requires, references herein: (i) to Articles, Sections, Schedules and Exhibits mean the Articles and Sections of, and Schedules and Exhibits attached to, this Agreement, (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof, and (iii)to a statute means such statute as amended from time to time and includes any successor legislation there to and any regulations promulgated there under; (e)the Schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein; (f) Section and Schedule headings do not affect the interpretation of this Agreement; (g) words in the singular include the plural and those in the plural include the singular; (h) a reference to “writing” or “written” includes email, unless otherwise stated; and (i) a reference to “currency” or “currencies” includes different types of legal tender and different types of digital assets. The introductory clauses of this Agreement prior to the commencement of the numbered paragraphs forms part of this Agreement and is not mere recital.

1.3 Modifications to the Agreement. We may (in our sole discretion) revise and update this Agreement from time to time by posting the modified version on our Website or by emailing you the modified Agreement at the email address we have on file for your Account. Any and all such modifications are effective seven days after posting and upon becoming effective will apply to all continued use of the Services. You agree to periodically review this Agreement in order to be aware of any such modifications and your continued use of the Services constitutes your acceptance of such modifications. If you do not wish to continue using the Services under the modified Agreement, you must terminate this Agreement in the manner described in Section 21.2(c).

1.4 Modifications to the Services. The Services, including its functionalities, features, pricing, information, and materials, may be changed, withdrawn or terminated by CLTS at any time in CLTS’s sole discretion without notice. We will not be liable if for any reason all or any part of the Services is restricted to users or unavailable at any time or for any period.

1.5 Additional Terms. We may supplement this Agreement with additional written terms (“Additional Terms”) relating to specific content, goods, opportunities, or services made available or supplied by CLTS.  You will have the opportunity to review these Additional Terms before accepting them. If you reject Additional Terms, certain content, goods, opportunities, or services may not be available to you. Any Additional Terms entered into between you and us will govern to the extent of any inconsistency with this Agreement.

1.6 Geographic Limitations. The Services have been designed for persons resident in Canada. CLTS does not represent, warrant, covenant, or guarantee that the Services will be available or suitable in any particular jurisdiction. Persons who use the Services outside of Canada do so at their own risk and are solely responsible for determining if use of the Services is lawful in their jurisdiction.

1.7 Accessibility. We seek to make the Services as accessible as possible. If you have any problems accessing the Services or the content contained on it, please contact us at info@aquanow.io.

2. YOUR ACCOUNT & ANTI-MONEY LAUNDERING PROGRAM

2.1 Registration. To use the Services, you must have an account with CLTS (an “Account”). To register an Account, you must complete CLTS’s account registration process, which may involve: (a) registering a unique user name and password; and (b) providing CLTS with: (i) your contact information, such as your name,  company name, phone number, IM Account, email address, and delivery address; (ii) your payment and billing information; (iii) your tax identification information; (iv) copies of government issued ID (v) your date of birth; (vi) answers to security questions; and (vii) any other information we request, including, information necessary for us to verify your identity and meet our legal requirements under Anti-Money Laundering Laws and other Laws. You may only create one Account. We reserve the right to reject any Account application. If we approve your application and you are otherwise eligible to use the Services, we will open an Account for you.

2.2 Account Data. You shall ensure that all information you provide us (information you provide us, the "Account Data") is true, accurate, current and complete information. You will also maintain and promptly update the Account Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or complete, or if CLTS suspects that such information is untrue, inaccurate, not current or complete, CLTS has the right to suspend or delete your Account and refuse delivery of any and all current or future Services to you.              

2.3 Verification of Data. Although we have no obligation to you to verify the accuracy and completeness of your Account Data, you authorize us to make inquiries with third-parties (including with identity verification services, governmental authorities, and credit bureaus), whether directly or through the assistance of third parties, that we consider necessary or helpful to verify: (a)your Account Data; (b) your, your Authorized Users’, and your Customers’ identities; (c) beneficial ownership of any Person; and (d) any other information you or your Authorized Users or Customers provide us. We may take any action we consider reasonably necessary or prudent based on the results of such inquiries or investigations. In furtherance of such verifications, you authorize us to disclose to third-parties your Account Data.

2.4 Anti-Money Laundering. As part of CLTS’s obligations under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and other Anti-Money Laundering Laws applicable to CLTS, CLTS has developed and enforces its anti-money laundering and terrorist financing compliance program (“AML Compliance Program”). Prior to opening an Account, and as a condition of using certain services, you must satisfy our AML Compliance Program requirements. Satisfaction of these requirements is an ongoing obligation. At any time, we may request from you, your Authorized Users, and your Customers any information we deem necessary to verify that you, your Authorized Users, or your Customers satisfy our AML Compliance Program requirements. However, you are solely responsible for all screening, due diligence, and compliance requirements under Anti-Money Laundering Laws in respect of: (a) your Authorized Users; and (b) your Customers’ use of the Services through your Authorized Applications.

2.5 Account Hold Period. Your access to certain Services will be subject to a hold period until CLTS has verified your Account Data in accordance with CLTS requirements under applicable Laws and its AML Compliance Program. During this hold period, CLTS may refuse to accept deposits or process withdrawals for you and may reject Orders. CLTS may reinstate the hold period if at any time CLTS is of the belief that applicable Law may prohibit CLTS from providing Services to you or if CLTS is of the belief that you no longer satisfy the requirements of the AML Compliance Program. Nothing in this Section2.5 limits CLTS’ rights outside of the hold period to refuse to accept deposits, to process withdrawals, or reject Orders.

2.6 Funds.

(a) Source of Funds. You represent, warrant, and covenant that all Funds you transfer to CLTS or use for transactions through the Services are not directly or indirectly the proceeds of any illegal activities. If you are using the Services on behalf of a third-party, you shall verify the source of the third-party’s Funds and confirm that such Funds are not direct or indirect proceeds of illegal activities. Upon our request, you shall provide us with information on the source of the Funds, including, the activity or action that generated the Funds.

(b) Required Transfers of Funds. We may:(i) return Funds to their account of origin; (ii) transfer funds to or any account required by applicable Law; or (iii) require you to withdraw Funds stored in your Account by a specified date.

2.7 Account or Services Suspension or Termination.  We may limit, suspend, or terminate your or your Authorized Users’ access or use of your Account or Services:

               (a)       if at anytime we determine you, your Authorized Users, or your Customers do not satisfy your AML Compliance Program requirements or if we are otherwise unsatisfied or have concerns with the information we collect (or are unable to collect) about you, your Authorized Users, or your Customers;

               (b)       if you, your Authorized Users, or your Customers have violated, or we suspect that you, your Authorized Users, or your Customers have violated or will violate:

                          (i)         this Agreement;

                          (ii)        our Website Terms of Service;

                          (iii)       the Aquanow API Terms of Service; or

                          (iv)       applicable Law.

                          (such violation, a “Misconduct Event”)

               (c)       if we have determined that you or your Customers pose a fraud risk;

               (d)       if required to do so by applicable Law;

               (e)       if you have been charged of a criminal offence; or

               (f)        if you or your Account is the subject of any litigation, arbitration, other legal proceeding, or investigation.

You acknowledge that if your access to your Account or the Services is limited, suspended, or terminated, you may not be able to with draw or execute transactions with Funds held in your Account. If you owe us any fees at the time we limit, suspend, or terminate your Account, we may deduct such amounts from your account balance and apply such deducted amounts towards amounts owed by you to CLTS (if any).

If your or your Authorized Users’ access or use of the Services has been terminated, suspended, or limited by CLTS, you shall not register a new Account on the Services. You will not be entitled to a refund if we terminate, suspend, or limit your or any other Authorized User’s access or use the Services.

2.8 Closing Your Account. You may close your Account at any time by contacting CLTS at info@aquanow.io or by using the approved account management tools on our platform to request the closure of your Account. However, closing your Account does not release you of your obligation to pay outstanding fees owed to CLTS. By closing your Account, you authorize us to deduct from your account such amounts of Funds as necessary to settle all Fees and other amounts owed by you to us and then transfer the remaining balance to you. If your account balance at the time of the transfer to you is below our posted Withdrawal Minimums, you will be responsible for any transaction fees incurred in connection with such transfer to you and in settlement of such fees we may deduct such transaction fees from the amount transferred to you. We may retain your Account Data after closure of your Account, subject to applicable Laws.

2.9 Effect of Termination or Closure of Account. Without limiting any other provision of this Agreement, upon CLTS confirming that your Account has been closed, this Agreement will terminate, subject to the provisions of this Agreement that survive termination of this Agreement, as further described in Section 21.4.

2.10 Investigations. If we suspect, in our sole and arbitrary discretion, that you or any of your Authorized Users or Customers have committed or are likely to soon commit a Misconduct Event, we may investigate you and your Authorized Users or Customers in relation to such Misconduct Event and may make inquires of third-parties (including with governmental authorities) to assist us with the foregoing.  We may also investigate you and your Authorizes Users’ or Customers’ activities on our Services if required by applicable Law or as required or prudent for pending or ongoing litigation or arbitration.  We may disclose the results of our investigations to governmental authorities.

2.11 Authorized Users & Use of Account.

           (a)       Restrictions. You shall not permit anyone who is not an Authorized User to: (a) use your Account; (b) use the Services on your behalf; or (c) use your Electronic Address in connection with the Services.

           (b)       Nominees for Authorized Users. You must designate one of your Authorized Users to act as your “Primary Contact.” Any references in the Agreement to Authorized Users includes the Primary Contact. The Primary Contact may nominate individuals to be Authorized Users using the nomination process approved by CLTS from time to time; however, CLTS has sole and arbitrary discretion to accept or reject nominees as Authorized Users and may cancel or suspend any Person’s authorization to use the Services at any time. Before designating nominees as Authorized Users, CLTS may require nominees to successfully pass our AML Compliance Program. As part of this process, we may require nominees to submit to us any information we request, including, information necessary for us to verify each nominees’ identity and meet our legal requirements under Anti-Money Laundering Laws and other Laws.  

           (c)       Permissions of Authorized Users. Authorized Users are permitted to:(i) administer and access your Account as if they were you; (ii) communicate with CLTS on your behalf; and (iii) provide instructions on your behalf, including submitting or modifying Orders and authorizing deposits and withdrawals of Funds.

           (d)       Trades Only on Behalf of Client. Authorized Users shall not submit Orders on their own behalf in the capacity as a principal, but may submit Orders only on behalf of the Client in the capacity of an agent of the Client.  

           (e)       Responsibility for Authorized Users. You are responsible for all acts and failures to act by your Authorized Users, whether or not such Authorized Users were acting or failing to act with your authorization.

2.12 Account Sharing. Your Account is personal to you and you shall not share your Account or transfer it to any other Person. You shall not use or access an Account which is not your own, except that Authorized Users may use the Account in respect of which they are an Authorized User.

2.13 Account Security. Access to your Account and use certain security-controlled parts of the Services will require Credentials. You are solely responsible for maintaining and shall maintain the confidentiality of your Credentials and you will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of your Credentials. You shall cause each of your Authorized Users to maintain the confidentiality of your Credentials. Except as authorized in writing by CLTS, you will not permit anyone other than an Authorized User to use your Account or Credentials, nor will you permit anyone other than an Authorized User to use your Electronic Address to communicate with CLTS. If you permit a Person who is not an Authorized User to use your Credentials, Account, or Electronic Address and that Person communicates instructions to us, we may act on those instructions as if they came from you and you will be bound by those instructions. You will immediately notify CLTS if you know or suspect that a Person who is not an Authorized User has used your Account or Credentials or has communicated with CLTS through your Electronic Address. You must exercise caution when accessing your Account from a public or shared computer so that others are not able to view or record your Credentials or other information. You also shall ensure that you logout from your Account at the end of each session.

2.14 Security Controls. You agree that the security controls we use on the Services are sufficient to protect unauthorized access to your Account and to protect against unauthorized Trades and withdrawals of Funds. You acknowledge that compromise of your Account or Credentials could result in unauthorized access to your Account and loss of your Funds. CLTS and the CLTS Associates will not be liable to you or any other person for any Losses you or any other Person incur as a result of unauthorized use of the Services, your Account, or your Electronic Address.

2.15 Responsibility for Access. You are solely responsible for all costs, expenses, and liabilities related to your and your Authorized User’s and Customer’s access, use, and receipt of the Services. For example, you are responsible for (a) your internet, wireless, and data costs incurred in connection with your use or access of the Services; and (b) obtaining and maintaining any device or other hardware or software you use to access and use the Services. Your ability to access the Services are dependent on your continued access to sufficient internet and/or data services.

2.16 No Obligation to Verify User of Your Account, Electronic Address, or Credentials. Nothing in this Agreement requires CLTS to verify the actual identity or authority of a Person using your Account, Electronic Address, or Credentials, but CLTS may in its discretion at any time require verification of the identity of any Person using your Account, Electronic Address, or Credentials and may deny access to the Services if CLTS is not satisfied with the verification. If CLTS, in its discretion, considers your Account, Electronic Address, or Credentials to be unsecure or to have been used inappropriately, then CLTS may immediately limit access to or suspend the Account, Electronic Address, or Credentials without any notice to you. We may require you to change your Credentials from time to time.

2.17 Receipt of Calls and Messages. By providing us with a phone number, you consent to receive calls and text-messages or other instant messages (“SMS”) from us regarding the Services. Standard rates apply. Subject to reasonable processing times, you may opt-out of these communications by using the unsubscribe mechanism provided to you. Likewise, if you provide us with you IM Account (or otherwise add us as a contact on your IM Account), you consent to receiving instant messages (“IM”) from us.

2.18 Recordings. Your phone calls, SMS, IMs, emails, and other communications with CLTS may be recorded for training purposes, to enhance customer services, for security, to confirm our discussions with you, and to keep records of your instructions to us. We may use or disclose such records as evidence in any dispute between you and CLTS, to carry out or assist with investigations, as authorized in our Privacy Policy, and as otherwise authorized or required by Law.

3. THE SERVICES

3.1 Access to Services. Subject to and conditioned on your compliance with the terms and conditions of this Agreement, and further conditioned on you having an Account in good standing, CLTS hereby authorizes you to access and use the Services and such CLTS Materials as CLTS may supply or make available to you solely for the Permitted Use by and through Authorized Users during the Term. This authorization is non-exclusive, non-transferable, and may be terminated or suspended by CLTS as provided in this Agreement.

3.2 Aquanow API. Not with standing Section 3.1, you may access and use the Aquanow API only if you have valid API Credentials provided by CLTS and you have accepted and agreed to be bound by the Aquanow API Terms of Service. CLTS may revoke your API Credentials at any time for any reason.

3.3 Downloadable Software. Use of the Services may require or include use of downloadable software. CLTS grants you anon-transferable, non-exclusive, non- assignable, limited right for Authorized Users to use downloadable software we provide as part of the Services. Such downloadable software may be subject to an additional end-user license agreement which you must accept before using the downloadable software. Any Third-Party Products that consist of downloadable software will be subject to the terms and conditions of the third-party vendor of the Third-Party Products.

3.4 Limitations and Restrictions. You shall not, and shall not permit any other Person to access or use the Services or CLTS Materials except as expressly permitted by this Agreement, and in the case of Third-Party Products, the applicable third-party license agreement.  For purposes of clarity and without limiting the generality of the foregoing, you shall not, and shall not permit any other Person to, except as this Agreement expressly permits:

              (a)       copy, modify, or create derivative works or improvements of the Services or CLTS Materials;

              (b)       rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or CLTS Materials to any Person, including on or in connection with any time-sharing, service bureau, software as a service, cloud or other technology or service;

              (c)       reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or CLTS Materials, or any part thereof;

              (d)       bypass or breach any security device or protection used by the Services or CLTS Materials or access or use the Services or CLTS Materials other than by an Authorized User through the use of his or her own then-valid Credentials;

              (e)       access or use the Services or CLTS Materials for any personal, family, or household purposes (except in the case of Customers using Authorized Applications);

              (f)        access or use the Services or CLTS Materials on behalf of or for the benefit of any third-party except with our express written permission;

              (g)       input, upload, transmit or otherwise provide to or through the Services or CLTS Systems any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;

              (h)       damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, the Aquanow API, CLTS Systems or CLTS’s provision of services to any third party, in whole or in part;

              (i)        remove, delete, alter or obscure any trade marks, specifications, Documentation, EULA, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or CLTS Materials, including any copy thereof;

              (j)        accessor use the Services or CLTS Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other CLTS customer), or that violates any applicable Law;

              (k)      accessor use the Services or CLTS Materials for purposes of competitive analysis of the Services or CLTS Materials, the development, provision, or use of a competing software service or product, or any other purpose that is to CLTS’s detriment or commercial disadvantage;

              (l)       use the Services or CLTS Materials in violation of any Law or to facilitate violation of a Law;

             (m)      use the Services for a tortious purpose, to facilitate any tortious activity, or to obtain any unlawful property or services, under applicable Law;

              (n)      submit misleading, false, inaccurate, or fraudulent information to the Services;

              (o)      data scrape, index, or data mine the Services;

              (p)      use bots or automated processes on the Services;

              (q)      mirror, frame, or link to any part of the Services;

              (r)       use the Services in connection with the manipulation of any technical glitch, delay, or failure;

              (s)        take advantage of any security breach or failure in connection with your use of the Services; or

              (t)        otherwise access or use the Services or CLTS Materials beyond the scope of the authorization granted under this Agreement.

3.5 Suspension. Notwithstanding anything to the contrary in this Agreement, CLTS may temporarily suspend Client’s and any other Authorized User’s access to any portion or all of the Services if:

              (a) CLTS reasonably determines that (i) there is a threat or attack on any of the CLTS Materials or Services; (ii) Client’s or any Authorized User’s or Customer’s use of the CLTS Materials or Services disrupts or poses a security risk to CLTS, the CLTS Materials or Services, or to any other customer or vendor of CLTS; (iii)Client or any Authorized User or Customer is using the CLTS Materials or Services for fraudulent or illegal activities; (iv) subject to applicable Law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (v)  CLTS’s provision of the Services to Client or any Authorized User or Customer is prohibited by applicable Law; or

               (b) any vendor or supplier of CLTS has suspended or terminated CLTS’s access to or use of any third-party services or products required to enable Client to access the Services.

(any such suspension described in sub clause (a), (b), or (c), a “Service Suspension”).

CLTS shall use commercially reasonable efforts to provide written notice of any Service Suspension to Client and to provide updates regarding resumption of access to the Services following any Service Suspension. CLTS shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. CLTS will have no liability for any Losses that Client or any other Person may incur as a result of or arising out a Service Suspension.

3.6 Availability. The Services are not available in all jurisdictions. We may limit or restrict availability of the Services, and certain features, functionalities, and services of the Services to our authorized service jurisdictions, as updated from time to time (“Service Jurisdictions”). If you are not within one of our Service Jurisdictions, you must not use the Services. We reserve the right to decline to provide access to the Services to any Person, even if located within one of our Service Jurisdictions. We will not be liable if for any reason all or any part of the Services are restricted to users or unavailable at any time or for any period. The Services may be changed, withdrawn, suspended, or terminated at any time in our sole and arbitrary discretion without notice.

3.7 Prohibited Persons. You shall not directly or indirectly access or use the Services if you, or any of your Authorized Users, are a Prohibited Person. Your and your Authorized Users’ access and use of the Services is conditional upon us remaining satisfied that you and your Authorized Users are not Prohibited Persons.

3.8 Verification. It is a condition of your and your Authorized Users’ access and use of the Services that upon our request, you promptly provide us with any requested information and evidence as we determine necessary to:

               (a)       confirm you and your Authorized Users are not Prohibited Persons;

               (b)       verify the accuracy of your representations and warranties given under this Agreement;

               (c)       confirm you meet the requirements of our AML Compliance Program;

               (d)       complete our AML Compliance Program; or

               (e)       comply with our legal and regulatory requirements, including, our requirements under Anti-Money Laundering Laws.

3.9 Subcontractors. CLTS may from time to time in its sole and arbitrary discretion engage third parties to provides Services on behalf of CLTS (“Subcontractors”).

3.10 Market Data.

                (a)        CLTS may provide you with data concerning Digital Asset trades and markets, including pricing, volume, analyst and news reports, research, and other information relevant to trading and investing in Digital Assets (“Market Data”). We may make this Market Data available to you through the Website, the Aquanow API, or other means. CLTS may charge a Fee for the provision of Market Data.

                (b)        Market Data provided to you remains the confidential information and property of CLTS. You may use Market Data only for your internal business purposes. You shall not publish, publicly display, reproduce, distribute, repackage, rent, or sell the Market Data.

                 (c)       While CLTS endeavours to provide reliable Market Data, CLTS does not guarantee the accuracy, completeness, currency, suitability, or sequencing of the Market Data. CLTS MARKET DATA IS PROVIDED ON AN "ASIS", "AS AVAILABLE" BASIS, WITH ALL FAULTS, ERRORS, AND DEFECTSAND WITHOUT CONDITION OR WARRANTY OF ANY KIND. CLTS AND THE CLTS ASSOCIATES MAKE NO WARRANTIES OR CONDITIONS REGARDING THE QUALITY, RELIABILITY, OR TIMELINESS OF THE MARKET DATA OR THAT ACCESS TO THE MARKET DATA WILL BE UNINTERRUPTED OR ERROR-FREE.

                (d)       You should independently verify the accuracy, completeness, timeliness, and suitability of all Market Data before acting on such Market Data. You assume all risks associated with your use of the Market Data. CLTS AND THE CLTS ASSOCIATES ASSUME NO RESPONSIBILITY OR LIABILITY FOR ANY ACTS YOU OR YOUR CUSTOMERS TAKE OR FAIL TO TAKE AS A RESULT OF THE MARKET DATA NOR WILL CLTS OR THE CLTS ASSOCIATES HAVE ANY LIABILITY FOR ANY LOSSES YOU OR YOUR CUSTOMERS INCUR AS A RESULT OF OR ARISING OUT OF USE OF THE MARKET DATA.

4. CLIENT RESPONSIBILITIES

4.1 Responsibility for Compliance with Local Laws. The operator of the Services is located in the Province of British Columbia in Canada. This Services are intended for use only in jurisdictions where access or use of the Services is legal. You shall not, and shall not permit any of your Authorized Users or Customers to access or use the Services from a location where access or use of the Services contravenes applicable Law. You are solely responsible for determining the legality of the Services in your jurisdiction, as well as in the jurisdictions of your Authorized Users and Customers. You are responsible for your compliance with local Laws of your jurisdiction. By using the Services, you represent and warrant to CLTS that access and use of the Services by you and your Authorized Users and Customers is lawful in your and their respective jurisdictions.

4.2 Use of the Services by Authorized Users and Customers

(a) Responsibility for Use. You are responsible and liable for all uses of the Services and CLTS Materials resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users or Customers, and any act or omission by an Authorized User or Customer that would constitute a breach of this Agreement if taken or not taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users and Customers aware of this Agreement’s provisions as applicable to their respective uses of the Services, and you shall cause Authorized Users and Customers to comply with this Agreement as if they were you.

(b) Responsibility for Authority Users’ and Customers’ Obligations. To the extent there are any Authorized User representations, warranties, covenants, obligations, or responsibilities (“Authorized User Obligations”) to CLTS under this Agreement, you will likewise be responsible to CLTS for the performance of such Authorized User Obligations by all Authorized Users. Similarly, to the extent there are any Customer representations, warranties, covenants, obligations, or responsibilities (“Customer Obligations”) to CLTS under this Agreement, you will likewise be responsible to CLTS for the performance of such Customer Obligations by all Customers.

(c) Substituted Enforcement. If an act or omission on the part of CLTS constitutes a breach or tort that causes Losses to an Authorized User or Customer, then to the extent that any rights or remedies against CLTS for such Losses will be enforced by any party(including an Authorized User or Customer), such rights or remedies may be enforced only by you as if you had suffered such Losses and such Authorized User or Customer (as applicable) will not be entitled to enforce such rights or remedies directly against CLTS on its own behalf.

(d) Dispute Resolution. If a dispute arises between CLTS and an Authorized User or between CLTS and a Customer, CLTS may elect that the dispute will be resolved by you on behalf of the Authorized User or Customer, as applicable.

(e) No Alteration to Disclaimers or Limitations of Liability. The extension of this Agreement to an Authorized User or Customer will not have the effect of altering the disclaimer of warranties in Section 26 or the liability limitations set forth in Section 28, it being understood and agreed that Losses incurred by any Authorized User or Customer arising from or related to any act or omissions on the part of CLTS in relation to this Agreement will be deemed to be incurred solely by you and not the Authorized User or Customer, as the case may be.

(f) Client’s Obligations Respecting Authorized Users and Customers. Without limiting Section 4.2(a), as a condition of allowing Authorized Users or Customers to access and use the Service, you shall:

(i)  ensure that all Authorized Users and Customers have agreed in writing to be bound by the provisions of Sections 4.2(c) to 4.2(e);

(ii) ensure that your Customers and Authorized Users are not Prohibited Persons;

(iii)  ensure that Trades made by Customers through use of Authorized Applications are made by Customers only on their own behalf (i.e. as a principal) and not on behalf of any other Person;

(iv) require your Authorized Users and Customers to release CLTS and the CLTS Associates of all liability arising out of or related to the Authorized Users’ or Customers’ respective uses of the Services;

(v) require your Authorized Users and Customers comply with (and not knowingly facilitate their violation of): (1) all applicable Laws; and (2) your obligations under this Agreement which pertain to Authorized Users or Customers;

(vi) not permit Customers to access or use the Services unless you have ensured that each such Customer has passed all required screenings, due diligence, and other requirements under Anti-Money Laundering Laws, including know-your-client (KYC) requirements;

(vii) comply with all Laws applicable to each such Customer’s use of the Services, including all customer identification, ID verification, recordkeeping, and reporting obligations under Anti-Money Laundering Laws; and

(viii) upon CLTS’s reasonable request, cooperate and assist CLTS with its legal compliance efforts under applicable Laws, including Anti-Money Laundering Laws, in relation to Customers’ access or use of the Services, including by disclosing to CLTS such records respecting your Customers as are required to be created and maintained under Anti-Money Laundering Laws.

For the avoidance of doubt, the provisions of Section 4.2(f)(i) to 4.2(f)(viii) are both conditions and covenants.

(g) You shall not permit Customers to access or use the Services through any means other than through use of Authorized Applications that interface with the Aquanow API and you may permit such access or use only if: (i) CLTS has authorized you to use the Aquanow API in connection with your Customers; and(ii) you have not breached any term of this Agreement. All use of the Aquanow API is governed by the Aquanow API Terms of Service.  

(h) You shall indemnify and save CLTS harmless from and against any and all Losses arising out of or related to:(i) your failure to meet your obligations in Section 4.2(f) or Section 4.2(g); (ii) the misconduct or negligence of any Authorized User or Customer; or (iii) any actor omission by an Authorized User or Customer that would constitute a breach of this Agreement if taken or not taken by you.

4.3 Client Data. You hereby grant to CLTS anon-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Client Data and perform all acts with respect to the Client Data as may be necessary for CLTS to provide the Services to Client, and a non-exclusive, perpetual, irrevocable, transferable, royalty-free, worldwide licence to reproduce, distribute, modify, and otherwise use and display Client Data incorporated within the De-Identified Data. You will ensure that Client Data and any Authorized User’s use of Client Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable Law.

5. ASSUMPTION OF RISK AND ACKNOWLEDGEMENTS

5.1 Assumption of Risk. You confirm you have read, understand, and agree with our Risk Disclosure Statement. THE HOLDING OF DIGITAL ASSETS INVOLVES MANY RISKS, INCLUDING HACKING AND CYBER ATTACKS, SECURITY BREACHES, BLOCKCHAIN NETWORK FAILURE OR CONGESTION, FORKS, LOST SECURITY CREDENTIALS, INTERRUPTION OF SERVICES, LOSS OR THEFT OF DIGITAL ASSETS, TECHNICAL MALFUNCTIONS, BUGS, OR FAILURES, LEGAL CHANGES, SUDDEN CHANGES IN VALUE, AND OTHER KNOWN AND UNKNOWN RISKS. YOU ACKNOWLEDGE THAT YOUR DIGITAL ASSETS MAY LOSE ALL OR SUBSTANTIALLY ALL OF THEIR VALUE. YOU DECLARETHAT YOU ARE AWARE OF THE RISKS ASSOCIATED WITH DIGITAL ASSET TRADING,INVESTING, AND HOLDING, WHICH MAY INCLUDE THE AFOREMENTIONED RISKS AND THE RISKS SET OUT IN OUR Risk Disclosure Statement AND OTHER UNDISCLOSED OR UNKNOWN RISKS, AND THAT YOU FULLY ASSUME ALL OF THE RISKS ASSOCIATED WITH DIGITIAL TRADING, INVESTING, AND HOLDING, INCLUDING ANY UNKNOWN RISKS AND RISKS NOT DISCLOSED IN THIS PARAGRAPHOR OUR Risk Disclosure Statement. ADDITIONALLY, YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE SERVICES.

5.2. Acknowledgements.

(a) Legal Status. The legal status of Digital Assets is constantly evolving, subject to change, and may vary from jurisdiction to jurisdiction. As of the date of the Agreement, Digital Assets are not considered legal tender in Canada and are not backed by the government of Canada. You are responsible for confirming the legal status of Digital Assets in your jurisdiction on an ongoing basis.

(b) Disclaimer Regarding Your Account and Deposited Funds. Your Account is not a depositor investment account. Funds held in your Account or otherwise loaded, transferred, exchanged, remitted, or stored through use of the Services are not protected by the Canadian Investor Protection Fund or any other insurance. CLTS is not a bank, credit union, trust, or any other type of financial institution. Funds held in your Account will not accumulate interest. To the extent you have any entitlement to interest with respect to Funds in your Account, you hereby irrevocably waive such entitlement. We take custody of your Funds solely for the purposes of facilitating your Trades. We do not take custody of Funds as a stand-alone service. For the avoidance of doubt, your Internal Wallet forms part of your Account.

(c) External Wallet. CLTS has no control over nor any responsibility for External Wallets.

(d) Ticker Prices. Ticker prices on the Services are provided as a convenience to you. Ticker prices are merely estimates and actual prices may vary.

(e) No Refunds. Except as provided in Section 20: (i) once a Trade has been completed, it will not be reversed except as expressly provided in; and (ii) we do not provide refunds or reversals for completed Trades.

(f) Digital Asset Protocols. CLTS has no control over the technologies or protocols underlying the Digital Assets. These technologies and protocols change from time to time and such changes may affect the value, functionalities, use, or characteristics of your Digital Assets, including Digital Assets held in your Account. Changes to these technologies and protocols might render Digital Assets incompatible with our Services.

(g) Support. We are not responsible for providing support regarding Digital Assets in your possession or control nor are we responsible for providing support regarding External Wallets.

(h) Wallet Addresses. When you provide us with a Wallet Address for delivery of Digital Assets (or for any other purpose), you are solely responsible for ensuring that the Wallet Address is accurate and that the Wallet to which it relates is accessible by you. We are not responsible for verifying the accuracy of Wallet Addresses you provide to us and we cannot reverse delivery of Digital Assets once sent to a Wallet Address.

(i) Incorrect Information. CLTS has no liability to you or to any other Person for any Losses you or any other Person incur as a result of any fraudulent, incorrect, or incomplete information you provide us. For example, if you provide CLTS with incorrect Wallet Address information, CLTS will have no liability to you for any Digital Assets sent to that incorrect Wallet Address.

(j)  Forks.

(i)  CLTS does not own and has no control over the technologies and protocols that underly the Digital Assets. The network protocols or technologies of Digital Assets may undergo changes that may result in incompatibilities with previous versions of the blockchain (a “Fork”). Forks may affect Digital Asset value, transferability, functionality, and other attributes of the Digital Asset including the name of the Digital Asset and whether the Digital Asset will remain supported by the Services. CLTS has no liability to you or any other Person for any Losses you or any other Person incur as a result of or arising out of a Fork, including Losses you or any other Person incur due to CLTS’s inability or refusal to deliver to you or any other Person digital assets that result from a Fork. CLTS may suspend the Services to accommodate a Fork. CLTS has sole discretion to determine whether or not to support any forked blockchain. CLTS will have no liability to you or any other Person if CLTS chooses not to support a forked blockchain (an “Unsupported Blockchain”). As between you and CLTS, you have no rights, interests, or claims to digital assets on an Unsupported Blockchain (“Unsupported Digital Assets”). We make no representations or warranties regarding any forked blockchain networks we support and disclaim any all liability related to us supporting a forked blockchain.

(ii)  Forks may result in CLTS holding digital assets on two or more different forked blockchains; however, our ability to deliver to you digital assets that result from a Fork might depend on third-parties and the underlying protocols and technologies of the forked blockchains, over which we have no control. Consequently, we cannot guarantee delivery to you of digital assets that result from a Fork.

(iii) Where Unsupported Digital Assets have been produced following a Fork by an Unsupported Blockchain, we may without notice to you:

(1)  Retain the Unsupported Digital Assets as the property of CLTS;

(2)  Abandon such Unsupported Digital Assets without any obligation to deliver the Unsupported Digital Assets to you or any other Person; or

(3) Deliver to you your portion of the Unsupported Digital Assets (as determined by CLTS) through a one-time withdrawal functionality, and we may charge you a reasonable administrative Fee to reimburse us for our costs incurred in connection with delivering such Unsupported Digital Assets.

(iv) To ensure you have continued access to your Digital Assets that are on a blockchain network that will be subject to an upcoming Fork, and to the digital assets produced by such Fork, you must withdraw your Digital Assets from your Account prior to the occurrence of the Fork.

(k) Internet. Our completion of Trades might be delayed, limited, or hindered by failure, disruptions, or errors of hardware, software, or telecommunication systems. We are not liable for such delays, limitations, or hinderances.

(l) Third-Party Services and Third-Party Materials. From time to time, we may, in our sole and arbitrary discretion, choose to provide some or all of the Services through the use of third-party applications or services (collectively, “Third-Party Services”). For example, we might communicate acceptance of your Orders to you through a third-party instant messaging application or we might use a third-party payment processor to process your payments. Additionally, from time to time we may link to or make available Third-Party Products on or through the Services as a convenience to you.  The use or provision of Third-Party Services or Third-Party Products does not imply an endorsement or an affiliation with their owners or operators. We have no control over these Third-Party Services or Third-Party Products and your use or access of them may be subject to a third-party’s terms and conditions and privacy policy. The content contained in Third-Party Services or Third-Party Products is the sole responsibility of the owner or operator of the applicable Third-Party Service or Third-Party Material.

We do not warrant, endorse, guarantee, provide any conditions, warranties, or representations, or assume any responsibility or liability for any information, content, product, or service advertised, offered, made available, or performed by any third-party unless we expressly say so and we will not be a party to any transaction that you may enter into with any such third-party.

(m) Supported Digital Assets. The types of Digital Assets supported by the Services is at the discretion of CLTS. CLTS may discontinue support for any Digital Asset at any time. If CLTS discontinues support for a Digital Asset (“Unsupported Digital Asset”), CLTS will communicate to you the time by which you must withdraw such Unsupported Digital Asset from your Account (“Withdrawal Period”), subject to withdrawal limitations and restrictions set out in this Agreement and only so long as the applicable blockchain facilitates such withdrawal. After expiration of the Withdrawal Period, any remaining Unsupported Digital Assets in your Account will be forfeited by you and become the property of CLTS, without any obligation on the part of CLTS to compensate you for such Unsupported Digital Assets. CLTS will have no liability to you for any Losses you incur as a result of CLTS withdrawing support for a Digital Asset.

(n) Consequences for Breach of this Agreement. Without limiting any other rights or remedies available to CLTS, your breach of this Agreement may result in the loss or forfeiture of your Digital Assets.

(o) No Notice of Market Conditions. Digital Asset markets are volatile and speculative and prices for Digital Assets may change suddenly without warning. CLTS is not obligated to inform the Client of any changes in market conditions. You are solely responsible for monitoring your open positions and ensuring your instructions to CLTS are provided in a timely manner.

(p) Responsibility for Review of Communications. You are solely responsible for reviewing and, as applicable, responding in a timely manner to all communications provided by CLTS to you. CLTS has no liability to you for any Losses you or any other Person incur as a result of your failure to review or respond to CLTS communications in a timely manner.

6. INSTRUCTIONS AND COMMUNICATIONS

6.1 Acting on Communications. CLTS may act upon any communication that is made to us through your Account, Electronic Address, or by any Person using your Credentials. All instructions communicated to CLTS through your Account, Electronic Address, or Credentials will be binding on you. Additionally, instructions given by any of your Authorized Users will be binding on you. You confirm that your Authorized Users are authorized to give instructions on your behalf.

6.2 Conflicting Instructions. If there is a conflict between instructions given by Authorized Users, we will attempt to obtain the instructions of the Primary Contact and, if received by us prior to us acting on the conflicting instructions, the Primary Contact’s instructions will take precedence. Notwithstanding the foregoing, if we do not receive clarifying instructions from the Primary Contact within sufficient time (as determined by CLTS in its sole discretion), we may follow the instructions of any Authorized User not withstanding that they may conflict with another Authorized Users’ instructions and we may furthermore disregard the other instructions which conflict with the instructions we choose to follow.  We will not be liable for any failure to identify a conflict in instructions nor will we be liable for following one Authorized User’s instructions to the exclusion of another Authorized User’s instructions.

6.3 Authorization. You authorize us to take all actions we determine reasonable to carry out instructions given by you or your Authorized Users, including buying, selling, or storing of Digital Assets on your behalf, transferring Funds on your behalf, open or closing your Account, and modifying or cancelling Orders.

6.4 API Requests. Requests to the Aquanow API made through use of your API Credentials are binding on you regardless of the actual originator of the request.

7. DEPOSITS AND WITHDRAWALS

7.1 Funding your Account. Our Services provide support for multiple methods placing Orders. For more information on types of supported Orders, see our Schedule of Orders. The Schedule of Orders forms part of this Agreement and is incorporated by reference.  Availability of a particular type of Order depends on whether you meet our eligibility criteria for that Order type. We may modify such eligibility requirements from time to time in our sole discretion. Depending on the type of Order you intend to use, we may require you to load Funds into your Account in an amount sufficient to satisfy your Order before we accept your Order. If you have insufficient Funds to satisfy your Order, we may cancel your Order or fill a partial or full Order and require you to promptly satisfy any outstanding payment obligation.  We make no representation or warranty as to how long it may take to load your Account with Funds and we will not be liable for any Losses you or any other Person incurs due to any delay loading your Account with Funds. You authorize CLTS to credit your Account in accordance with your instructions.

7.2 Fiat Deposits. To fund your Account with Fiat, you must use one of our approved payment methods. After we receive your Fiat deposit, we will credit your Account in the amount received. You acknowledge that crediting of your Account is not instantaneous and could take multiple Business Days. We may debit your Account on the same day you confirm an Order, even if Fiat has not yet been credited to your Account.  Your financial institution might impose fees on you in connection with you funding your Account. These third-party fees will not be stated in any Quote or other transaction related information we provide you. We have no responsibility for these third-party fees. The amount of time required to fund your Account with Fiat depends on your financial institution and the payment method you use. You agree to comply with all of your financial institution’s terms and conditions.

7.3 Digital Asset Deposits. Digital Asset deposits to your Account (whether from an External Account or as the proceeds of any Trade) will not be credited to your Account until the deposited Digital Asset’s blockchain has provided the minimum number of confirmations as required by CLTS. You may only deposit to your Account the types of Digital Assets supported by the Services.

7.4 Restrictions. You shall not permit Funds to be transferred to your Account from a third-party. Only you and CLTS may transfer Funds to your Account.

7.5 Purpose of Deposited Funds. You agree that Funds deposited into your Account may only be used by you for the purpose of making near-future Trades and paying Fees to CLTS. You shall not deposit Funds into your Account for any other purpose. To the extent CLTS takes custody of your Funds, such custody is solely for the purpose of facilitating your near future Trades and settling owed Fees. CLTS does not provide stand-alone custodial services and Internal Wallets must not be used as a long-term storage solution. CLTS may return all of your Funds held by CLTS to your last known bank account or External Wallet if, in the sole and arbitrary opinion of CLTS, too much time has elapsed since your last Trade, or, if you have made no Trades, too much time has elapsed without making a Trade after depositing Funds.  

7.6 Handling of Funds by CLTS. You acknowledge that your Funds held by CLTS (such as your deposits and proceeds of Trades) might not be segregated from CLTS’s own Funds or the Funds of other CLTS clients and that, if CLTS becomes insolvent or has bankruptcy proceedings commenced against it, you will rank equal with the other general creditors of CLTS.

7.7 Right to Transfer Funds. You represent and warrant that:

(a) all Funds you transfer to CLTS are and will be, at the time of transfer, your own, or that you are otherwise authorized to transfer those Funds to CLTS; and

(b) all Funds you transfer to CLTS are and will be, at the time of transfer, free and clear of any mortgage, pledge, lien, charge, security interest, claim, or other encumbrance.

7.8 Withdrawals of Funds.

(a) When you request to withdraw Funds from your Account, you authorize us to withdraw Funds from your Account for that purpose and we will debit your Account in the amount of the Funds withdrawn.

(b) Subject to the terms and conditions of this Agreement, you may withdraw Digital Assets from your Account by transferring your Digital Assets to an External Wallet. Withdrawals of Digital Assets may be subject to transaction fees, which will be deducted from your Digital Assets before delivery to your External Wallet.

(c) Subject to the terms and conditions of this Agreement, you may withdraw Fiat from your Account by transferring the Fiat to your External Account using one of our approved Fiat transfer methods. You represent and warrant that you are the owner or authorized user of the External Account indicated in your withdrawal request. With drawing Fiat may be delayed if you make your request outside of our Business Hours.

(d) Notwithstanding Paragraphs 7.8(a)-(c), you may not withdraw Funds from your Account if: (i) the balance of your Account after the withdrawal would be insufficient to satisfy your pending Orders, Fees owed to CLTS, and any minimum balance requirements; or (ii) the withdrawal is delayed or restricted by another provision of this Agreement.

(e) Withdrawal Minimums are set out in the Schedule of Withdrawal Minimums at trade.aquanow.io (“Withdrawal Minimums”). CLTS may change its Withdrawal Minimums by posting a new Schedule of Withdrawal Minimum on the Website. If your withdrawal of Funds is below the applicable Withdrawal Minimum, CLTS may charge a withdrawal fee and deduct it from your Account prior to processing your withdrawal.

(f) You shall not transfer Funds from your Account to a third-party.

(g) We are not responsible for any withdrawal delays or errors that are due to your financial institution, the funds transfer system used to carry out your withdrawal, the applicable blockchain, incorrect instructions given by you, or other matters outside of our control.

7.9 Delays. Deposits and withdrawals of Funds may be delayed: (a) until satisfaction of additional legal compliance checks by CLTS (as further described in Section 7.10); (b) until all outstanding Fees to CLTS have been paid; or (c) in the case of Funds that are Digital Assets, by congestion of the applicable blockchain network or selection of too low of a blockchain transaction fee for your Digital Asset transfer. CLTS has no control or responsibility respecting blockchain network congestion or blockchain transaction fees.  CLTS provides no guarantees with respect to the timing of deposits or withdrawals of Funds. CLTS has no liability to you or your Customer for any Losses incurred as a result of any delay in the deposit or withdrawal of Funds.

7.10 Due Diligence Checks. Prior to processing any deposit or withdrawal of Funds or executing any Order, CLTS may carry out due diligence and regulatory compliance checks, including anti-fraud, anti-money laundering, anti-terrorist financing, and anti-financial crime checks. Deposits, withdrawals, or Orders may be delayed or cancelled as a result of these checks or other legal requirements and may be subject to hold periods. You agree to cooperate with our due diligence and regulatory compliance checks. You further agree to cooperate with our efforts to verify that you are the owner of the External Account or External Wallet from which you send or receive Funds. Sections 7.1, 7.8, and Article 9 are subject to this Section 7.10.

7.11. Limits. CLTS may set limits on daily deposits and withdrawals of Funds.

7.12. Title to Digital Assets. All Digital Assets stored in your Account are held by CLTS on behalf of you in connection with pending and future Trades. As between you and CLTS, you retain all title and risk of loss to Digital Assets stored in your Account. You will cease to have title to Digital Assets upon transferring those Digital Assets to CLTS in settlement of a Trade.

7.13 Control over Digital Assets. Subject to Services interruptions, completion of pending Orders, the terms and conditions of this Agreement and our applicable policies, you may withdraw your Digital Assets at any time by sending them to an External Wallet so long as the applicable blockchain supports such withdrawal.

8. OWNERSHIP OF DIGITAL ASSETS

8.1 Ownership. You are the sole owner of, and have legal title to, all Fiat and Digital Assets stored in your Account. You retain control over your Fiat and Digital Assets stored in your Account, subject to the authorizations you grant us under this Agreement, our rights under this Agreement, and applicable Law.

9. TRADES

9.1 Order Channels. Orders may be communicated to CLTS through the following channels (the “Order Channels”):

(a) by direct instant message from your IM Account, using one of the instant messaging services we support from time to time (“Chat Order”)

(b) by using the order functionality of the Website (“Website Order”); or

(c) subject to Section 9.15, by sending a request for an Order through the Aquanow API (an “API Order”).

CLTS may discontinue, modify, or supplement the Order Channels from time to time without advance notice to you.

9.2 Supported Order Types. The Services support the types of Orders set out in the Schedule of Orders. CLTS may amend the Schedule of Orders at any time by posting a new version on the Website or otherwise providing you with notice of the amended Schedule of Orders and such amended Schedule of Orders will be come effective immediately upon posting (or upon notice to you, if CLTS provides such notice).

9.3 Additional Details Concerning Orders. Advertisements respecting our products, services, and potential purchases or sales of Digital Assets are invitations to you to make offers to purchase or sell and are not offers to purchase or sell by CLTS. When you make an Order, your Order is an offer to purchase or sell the Digital Assets in your Order. You assume all risk related to the instructions you provide in your Orders. You should carefully review your Orders before submitting them.

9.4 Limits on Orders. CLTS may place limits or restrictions on Orders as CLTS sees fit, including limiting quantities, frequency of orders, and types of currencies. CLTS may refuse Orders, even after accepted by CLTS, if CLTS determines (in its sole and arbitrary discretion) that execution of such Order would expose CLTS to undue risk or credit exposure.

9.5 Cancellation or Modification. No cancellation or modification of an Order is effective until such time as CLTS confirms acceptance of the cancellation or modification by delivering a Confirmation to you confirming such cancellation or modification. CLTS reserve the right, in its sole and arbitrary discretion, to reject any request for cancellation or modification of an Order. You shall reimburse CLTS for all reasonable costs and expenses incurred by CLTS in connection with the cancellation or alteration of an Order.

9.6 Availability. Our delivery of Funds to you in connection with your Orders is subject to availability. If you have made an Order that we accepted but we have been unable to obtain sufficient liquidity to complete your Order, we will notify you of the unavailability and refund you the Funds you paid us for your Order.

9.7 Internal Wallet. When you use our Services to sell Digital Assets, we may provide you with a Wallet Address to which you must deliver your Digital Assets to complete your Trade. You are solely responsible for ensuring you have sent your Digital Assets to the correct Wallet Address. We have no responsibility or liability for loss of Digital Assets due to you sending them to the wrong Wallet Address.  You remain responsible for completing any Orders that remain unexecuted due to you sending Digital Assets to an incorrect Wallet Address.

9.8 Trading Credit. At CLTS’s discretion, CLTS may provide you with credit for your Trades up to an amount specified by CLTS (“Credit”). If we have provided you with Credit, you may submit Orders and complete Trades with an aggregate purchase price up to the credited amount without the requirement to pre-fund your Account before CLTS accepts your Order. You remain responsible for promptly paying any amounts owed to CLTS on demand by CLTS.

9.9 Statements of Account. On a frequency determined by CLTS, we will provide you with statements (“Statements”) of account detailing your Trades.

9.10 Trade Confirmations. Within a reasonable period of time following completion of each Trade, we will provide you with a Confirmation at least one of the Electronic Addresses we have on file for you (except that our failure to provide a Confirmation is not a breach of the Agreement). You will be deemed to have received the Confirmation immediately upon us sending the Confirmation to such Electronic Address, regardless of whether or not you actually receive the Confirmation. You shall verify the accuracy of each Confirmation and, by no later than 5:00 p.m. PT on the immediately following Business Day after delivery of the Confirmation, notify us of any errors or inaccuracies in the Confirmation (an “Inaccuracy Notice”). If we have not received an Inaccuracy Notice from you by the deadline specified in the previous sentence, you will be deemed to have irrevocably accepted the accuracy and completeness of the Confirmation and your Statement as so updated by that Confirmation. CLTS will have no liability to you or any other Person for any Confirmations or Statements you have been deemed to have accepted, even if such Confirmations or Statements contain omissions or inaccuracies, or reflect fraudulent transactions or transactions carried out without due authority.

9.11 Access to Confirmations. You may access previously issued Confirmations through your Account on the Website.

9.12 Parties to Trades. All Trades made by you through the Services are between you and CLTS.

9.13 Trades Irreversible. Except as provided in Section 20, all Trades are irreversible

9.14 Disclosure of Trades. CLTS may (and could be legally required to) disclose your trading history to applicable governmental authorities. You shall cooperate with all such disclosures. Additionally, you acknowledge that you may be legally required to disclose your trading history and other information to governmental authorities and if so required, you shall do so in a timely manner. You are solely responsible for determining your responsibilities with such disclosures.  

9.15 Placing Orders By Aquanow API. You may submit API Orders only if you have been authorized to do so in writing by CLTS. To apply for such authorization, you must submit to CLTS an application for API Credentials in the form approved by CLTS from time to time.  Such authorization may be made conditional upon you entering into Additional Terms in the form approved by CLTS. Your access and use of the Aquanow API is governed by the Aquanow API Terms of Service and by accessing or using the Aquanow API you confirm your acceptance of the Aquanow API Terms of Service.

10. NET SETTLEMENT TRADING

This Article 10 applies only if CLTS has agreed to provide you with Net Settlement Trading.

10.1 If on any calendar day (using time in Vancouver, British Columbia), amounts are owed by CLTS to you and by you to CLTS in respect of Trades, then where those amounts are in the same type of Fund, the amounts owed may be set off against each other and only the net amount owed on that calendar day will be payable by the Party who has the remaining balance after the amounts have been set off against each other.

10.2 If you have more than one open Order, CLTS may aggregate the amounts owed any Settlement Date (even if the amounts may be due on other Settlement Dates) with the result that only the net amount owing will be due payable by the party who owes the larger amount, and such payment shall be made no later than the latest Settlement Date applicable to such Orders.

10.3 CLTS has sole discretion to set limits on the number or size of Trades you may complete before requiring settlement of such Trades under Sections 10.1 or 10.2.

11. FEES AND PAYMENT TERMS.

11.1 Corrections. Any prices stated or advertisements given by CLTS will be valid for the period stated on the statement or advertisement, except that CLTS reserves the right to reject any Order for any reason, including for typographical errors, illustrative errors, or a misprint in the price statement or advertisement. In the event of a pricing mistake, we will not be bound by the incorrect price.

11.2 Fees Payment Obligation. You shall promptly pay all commissions, processing, transaction fees, and other amounts charged by CLTS (collectively, “Fees”), plus all applicable taxes, in connection with your Trades or otherwise in connection with your use of the Services. Where CLTS charges Fees to your Customers in connection with their Trades or other uses of the Services, you shall cause those Customers to promptly pay such Fees to CLTS and you will be responsible for their non-payment.

11.3 Taxes. All Fees and other amounts payable by you or our Customers under this Agreement are exclusive of taxes and similar assessments. You are responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial, state, territorial, or local governmental entity on any amounts payable by you here under, other than any taxes imposed on CLTS’s income. Similarly, your Customers are responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial, state, territorial, or local governmental entity on any amounts payable by your Customers here under, other than any taxes imposed on CLTS’s income.

11.4 Trading Fees. Each Trade is subject to a Fee.

(a) For Trades executed by Chat Orders, we may include Fees in price or rate for the purchase or sale of Digital Asset stated in our Quote.

(b) For Trades executed by Website Orders, applicable Fees will be set out in the Fee Schedule attached to the Registration Form or posted on the Website. Fees for Trades completed through the Website will not be displayed prior to completion of the Trade but will be viewable in the trade summary table.  

(c) For Trades executed by API Orders, applicable Fees will be disclosed through the Aquanow API prior to our acceptance of the Order.

11.5 Change in Fees. CLTS may change the Fees at any time, may update the Fee Schedule, and may impose additional fees or charges as we determine appropriate. Such changes will become effective immediately.

11.6 Payment of Fees. CLTS may deduct Funds from your Account and to apply them towards any amounts owed by you to CLTS. CLTS may also deduct:(a) amounts owed by you to CLTS from the proceeds of your Trades before delivering the net proceeds to you; and (b) amounts by a Customer from the proceeds of that Customer’s Trades before delivery the net proceeds to you.

11.7 Late Payments. If you fail to make any payment when due, without limiting CLTS’s other rights and remedies: (a) CLTS may charge interest on the past due amount at the rate of eighteen percent per annum calculated daily and compounded monthly(effective rate of 19.5618% per annum) or, if lower, the highest rate permitted under applicable Law; (b) you shall reimburse CLTS for all reasonable costs incurred by CLTS in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (c) CLTS may suspend, in accordance with Section 2.7, Client’s and all Authorized Users’ or Customer’s access to any portion or all of the Services until such amounts are paid in full.

11.8 Deposits and Withdrawals. We may charge Fees on your Fiat deposits or withdrawals. These Fees will be communicated to you by us before we process your deposit or withdrawal.

11.9 Payment Method. When you provide a payment method that is accepted by us, you represent and warrant that you are authorized to use such payment method and that you authorize us (or our third-party payment processor) to charge your payment method for all applicable Fees.

11.10 Sales Final. Except as otherwise provided in the Agreement, or as is required by Law, all Fees paid by you to us are non-refundable and non-returnable, including, with respect to any Trades. Subject to (a) the terms applicable to your selected payment processing method, and (b) applicable Law; you are solely responsible for any unauthorized, fraudulent, or erroneous transactions related to your use of the Services or any use of the Services through your Account.

11.11 Prices. Prices on our Services are expressed in Canadian Dollars (CAD) unless otherwise noted. If the product or service sold has additional terms and conditions, those additional terms and conditions will be provided by us to you prior to the sale. You acknowledge that prices we charge for Trades may not necessarily match prices available elsewhere. Situations may arise where the Services are unable to display prices for Digital Assets.

11.12 Promotional Offers. At our discretion, we may make available certain products or services at a discount or for free for a trial period (“Promotions”). We reserve the right to modify or cancel these Promotions at any time. If we reasonably determine you have violated the terms applicable to the Promotion, we may charge you the full price for the product or service that was otherwise subject to the Promotion.

11.13 Reimbursable Expenses. You will reimburse us for all costs and expenses (including legal costs) we incur in connection with preserving or enforcing our rights under the Agreement, including, costs and expenses incurred pursuing insurers or rights of indemnity.

12. TAX

12.1 Tax. Purchasing and selling Digital Assets, and using Digital Assets to make or receive payment, may result in taxes being owed by you (for example, income tax, excise tax, sales tax, or capital gains taxes). Calculation of these taxes can be complicated. You are solely responsible for calculating, reporting, and paying all applicable taxes, and any other duties or charges of any kind imposed by any governmental authority, as a result of your purchase, sale, or use of any Digital Assets. Any tools provided through the Services to assist you with the calculation and reporting of taxes are provided “as-is” “as available” and with all faults, solely a convenience to you, and without any representation or warranty that such tools will be accurate or meet your or any other Person’s needs.

12.2 Statutory With holdings and Deductions. If you are required by applicable Law to deduct or withhold any amount from any payments to CLTS:

i) then such payment to CLTS will be increased by an amount such that, after making such required deductions or withholdings, the net amount of the payment will be equal to the amount CLTS would have received had the deduction or withholding not occurred; and

(ii) you shall comply with all applicable Laws with respect to such deduction or withholding, and if such compliance requires maying payment to any governmental authority of the amounts deducted or withheld, you shall promptly provide us with original or certified copies of records evidencing such payment.

12.3 Indemnity for Tax and Other Related Obligations. You are solely responsible for all statutorily required withholdings, registrations, deductions, remittances, payments, filings, and reports related to your Trades and Digital Assets and shall indemnify and defend CLTS and the CLTS Associates from and against any order, penalty, interest, taxes, damages, or contributions that may be assessed against CLTS or the CLTS Associates as a result of your failure of or delay to make any such withholdings, registrations, deductions, remittances, payments, filings, or reports.

12.4 No Gross-up. If CLTS is required by applicable Law to deduct or withhold any amounts from any payment to you, CLTS will have no obligation to gross-up such payment to you or otherwise make you whole or compensate you for such deductions or withholdings

12.5 Governmental Investigations and Demands. CLTS may cooperate with the investigations of any governmental authorities concerning your activities on and through the Services, including Trades, and is under no obligation to challenge or refuse any request for information made by any governmental authority in connection with any such investigation.

13. DEDUCTION AND SET-OFF FOR INDEBTEDNESS AND OTHER LIABILITIES

13.1 Deduction for Indebtedness. Not withstanding anything to the contrary in this Agreement, if you owe any amounts to CLTS, CLTS may deduct Funds from your Account and apply them towards your indebtedness to CLTS. If the type of Funds deducted from your Account differ from the currency of your indebtedness, the exchange rate used for calculating the balance of your indebtedness after the deducted Fund shave been applied towards such indebtedness will be the exchange rate used by CLTS in the most recent prior Trade exchanging such type of Fund for the currency of your indebtedness; except that if no such Trade has occurred within the 24-hour period prior to such deduction of Funds by CLTS, then the exchange rate that will be used will be the day’s opening rate posted on https://www.bankofcanada.ca/rates/exchange/daily-exchange-rates/ for the date upon which CLTS deducts the Funds.  

13.2 Set-Off for Other Liabilities. Not withstanding anything to the contrary in this Agreement, CLTS may, without notice to you, set off or recoup any liability it owes to you against any liability for which CLTS determines in good faith you are liable to CLTS, whether either liability is matured or unmatured, is liquidated or unliquidated, or arises under this Agreement.

14. RIGHT TO OFF SET

14.1 If you have a negative Fiat balance in your Account, CLTS may offset such negative balance by selling the applicable amount of Digital Assets from your Account at such price as CLTS may determine. Similarly, if you have a negative Digital Asset balance in your Account, CLTS may offset such negative balance by using your Fiat balance or your Digital Asset balance in a different currency to purchase the applicable amount of Digital Assets at such price as CLTS may determine.

15. UNCLAIMED PROPERTY

15.1 If CLTS is unable to contact you and your current location is unknown, your Account and any Funds held in your Account could become unclaimed property under the Unclaimed Property Act (British Columbia) or other applicable Laws. In such an event, CLTS will be required to deal with such unclaimed property in accordance with applicable Law, which might involve reporting your Account and Funds as unclaimed property and delivering the unclaimed property to the applicable authorities. In certain circumstances provided by applicable Law, CLTS may become the owner of the unclaimed property. CLTS may charge an administrative fee for holding unclaimed property and may deduct the charged amount from the unclaimed property.  

To contact CLTS regarding unclaimed property, please send a letter to:

CLTS Technologies Ltd.

Attn: Unclaimed Property

1055 West Georgia Street, Suite 2146

Vancouver, British Columbia, Canada

V6E 3P3

Your letter must include your full name, current address, phone number, email address, and Aquanow Account number.

16. FROZEN FUNDS AND DELAYED TRANSFERS

16.1 Notwithstanding anything to the contrary in this Agreement, CLTS may freeze Funds in your Account and refuse to transfer Funds out of your Account if:

(a) CLTS, acting reasonably, determines that doing so:

(i) is likely necessary or prudent to: (1) comply with applicable Law; or (2) preserve or protect CLTS’s legal rights or remedies; or

(ii) would likely assist with an investigation by CLTS or any governmental authority;

(b) you have breached this Agreement; or

(c) you have any unsatisfied debts, obligations, or liabilities to CLTS.

17. ABUSIVE ACTIONS & MARKET ABUSE

17.1 Abusive Actions. Situations, such as internet connectivity issues, latency, or other technical errors, may arise that could cause prices displayed on the Services to not accurately state current market rates. You shall not take advantage of these situations or other errors, bugs, or malfunctions of the Services, or otherwise take any abusive or manipulative trading actions that would provide you with undue commercial advantage or would otherwise not be in good faith. If CLTS, acting reasonably, determines that you have breached this Section 17.1, CLTS may: (a) reverse your Trades that are related to such breach in the manner provided in Section 20; (b) cancel any unfilled Order that is related to such breach; or (c) suspend or close your Account.

17.2 Market Abuse.

(a) When CLTS executes Trades, CLTS may obtain liquidity from third-party exchanges or other Persons. Consequently, your Trades may affect market conditions for the Digital Assets underlying your Trades and therefore could create the conditions for market abuse. You shall not deliberately engage in any Trades that are reasonably likely to cause market abuse.

(b) So as to prevent market abuse, you agree that:

(i)  You shall not place Orders if the likely result of such Order would be you, or any other Persons you act together with, having an interest in the in the price of the Digital Assets that underly the Trade being greater than the amount of a declarable interest in the Digital Assets.

(ii) You shall not place any Orders for the purpose of manipulating the prices CLTS provides to other clients of CLTS.

17.3 No Unlawful Trades. You shall not place any Orders or execute any Trades that would violate applicable law, including laws prohibiting market abuse, manipulation, or misconduct, or insider trading.

17.4 Remedies. If CLTS has determined that you breached this Section 17, CLTS may:

(a) complete the Orders related to the breach

(b) cancel your Orders related to the breach.

18. REFERRING PARTNERS AND SERVICE PROVIDERS

18.1. CLTS disclaims all responsibility and liability in respect of the Referring Parties and Services Providers. Without limiting the generality of the forgoing:

(a) CLTS has no responsibility in respect of any agreements you may enter with Referring Parties and Service Provider;

(b) All statements, information, advice, and opinions provided by Referring Parties or Service Providers are solely given by, and solely the responsibility of, the Referring Party or Service Provider (as applicable) who gave such statement, information, advice, or opinion. CLTS has no responsibility or liability for such statements, information, advice, or opinions.

(c) Use of a Referring Party or Service Provider by CLTS does not constitute an endorsement of such Referring Party or Service Provider by CLTS.

(d) You are solely responsible for evaluating Referring Parties or Service Providers before engaging them to provide you with services.

18.2. Your use of Referring Party or Service Provider might be governed by the terms and conditions and privacy policy of a third-party. You are solely responsible for reviewing, understanding, and complying with such terms and conditions and privacy policy. You acknowledge that by engaging a Referring Party or Service Provider, the Referring Party or Service Provider might gain access to your confidential information and other Personal Information. CLTS has no responsibility or liability for how such information is handled by Referring Parties or Service Providers.

18.3. You acknowledge that Referring Parties and Service providers might not be regulated or licensed by governmental authorities.

18.4. Referring Parties and Service Providers are not authorized to make representations, warranties, or guarantees on behalf of CLTS, nor are they authorized to bind CLTS in any manner. If a Referring Party or Service Provider has made any representation, warranty, or guarantee to you on behalf of CLTS or in respect of the Services, or if a Referring Party or Service Provider has otherwise alleged to bind CLTS in any way, such representation, warranty, guarantee, or commitment is null and void and CLTS is not in any way bound by the actions of the Referring Party or Service Provider.

18.5 You acknowledge that CLTS may receive compensation from Referring Parties or Service Providers, and that CLTS may pay Referring Parties or Service Providers fees or commissions, in connection with your Trades. For example, but without limiting the foregoing, Referring Parties or Service Provider may be compensated by CLTS for introducing you to CLTS or in respect of your trading activity. CLTS may disclose your information to the Referring Party or Service Provider as is necessary to allow the Referring Party or Service Provider to independently calculate all amounts owed to the Referring Party or Service Provider by CLTS.

18.6. Referring Parties and Services Providers are not employees or agents of CLTS.

18.7. Use of a Referring Party or Service Provider may result in CLTS charging you additional Fees. CLTS may deduct those Fees from your Account or the proceeds of your Trades. For example, but without limiting the foregoing, such Fees may result from a mark-up above the normal spread for Trades. You acknowledge that your net profit from Trades may not be sufficient to offset such Fees. You are solely responsible for evaluating the commercial viability of your Orders in light of the Fees that may be charged in respect of your Trades. CLTS has no responsibility or liability to you respecting the fees or commissions that are paid to Referring Parties or Service Providers in respect of your Trades.

18.8. CLTS has no obligation to disclose to you the existence or terms of any compensation arrangement between any Referring Party or Service Provider.

19. REMEDY OF OBVIOUS ERRORS

19.1. Determination. CLTS has sole authority, acting reasonably, to determine whether a situation constitutes an Obvious Error. When making such a determination, CLTS may rely on any information available to it, including information concerning market conditions at the relevant time, news releases, expert advice, public or private retractions or corrections made by third-party, identification of errors in information sources or miscommunications, identification of significant deviations in pricing from fair market pricing at the relevant time, debug information, and source code examination. CLTS will act in good faith when making determinations as to the existence of Obvious Errors; however, in making such determinations, CLTS is not required to consider Losses the Client might have incurred as a result of the situation under assessment by CLTS respecting whether such situation is in fact an Obvious Error.

19.2. Remedies. If CLTS has determined the existence of an Obvious Error, CLTS may (but is not obligated to):

(a) if the Obvious Error relates to an unexecuted Order, amend the Order such that its terms reflect what CLTS determines would have been the correct or fair terms had the Obvious Error not occurred, subject to written approval by you. If you do not promptly approve CLTS’s proposed amendment to the Order, CLTS may cancel the Order.  

(b) if the Obvious Error relates to a completed Trade, CLTS may, without notice to you, reverse the Trade in the manner provided in Section 20.  

19.3. No Liability for Obvious Errors. CLTS has no liability to you or any other Person for any Losses you or any other Person incur as a result of or arising out of an Obvious Error or any act taken or not taken by CLTS pursuant to Section 19.2, including CLTS requiring completion of an Order despite the existence of an Obvious Error, except where such Obvious Error occurred due to CLTS’s fraud. To the extent any trust relationship exists between you and CLTS, you agree that a reversal of a Trade by CLTS pursuant to Section 20will not constitute a breach of trust by CLTS.

19.4. Erroneously Credited Funds Held in Trust. Without limiting Section 19.2 or 20, if CLTS erroneously transfers or credits Funds to your Account (whether or not such error is an Obvious Error), you shall hold such Funds in trust for the benefit of CLTS and you agree: (a) to promptly return those Funds to CLTS upon its request; and (b) that CLTS is authorized to deduct those Funds from your Account.

20. REVERSED TRADES

20.1. Notwithstanding anything to the contrary in this Agreement, if the condition for Trade reversal described in either of Section 17.1 or Section 19.2(b) has been satisfied (as determined by CLTS), CLTS may reverse the applicable Trade by deducting Funds from your Account in an amount equal to the amount of proceeds you received from such Trade and depositing in your Account a refund of the purchase price you paid in connection with such Trade. If your Account has insufficient Funds to reverse the Trade in whole, CLTS may reverse the Trade in part by deducting the available Funds in your Account and you shall promptly transfer to CLTS any remaining amount necessary to complete the full reversal of the Trade. Similarly, if you have no Funds available in your Account, CLTS may require you to reverse the Trade using other funds. If your Account lacks sufficient Funds in the currency of the proceeds of the Trade subject to reversal, CLTS may deduct Funds from your Account in such other currencies as may be available using the day’s opening exchange rate for the relevant currencies as provided by Thomson Reuters’ WM/Reuters FX Benchmark Rates for the date (in Vancouver, Canada time) on which the Trade occurred for the purposes of determining the correct amount of Funds to deduct from your Account. For clarity, CLTS does not require your consent to reverse a Trade pursuant to this Section 20.1.

20.2. CLTS has no liability to you or any other Person for any Losses you or any other Person incur as a result of or arising out of a Trade reversal executed by CLTS in accordance with Section 21.1.

21. TERM, TERMINATION, AND SUSPENSION

21.1. Term. This Agreement commences on the date you accept this Agreement (as described in the introduction of this Agreement) and continues until terminated in accordance with its terms (the “Term”). The terms of specific Services may begin and end on the dates communicated to Client by CLTS or as otherwise specified in Additional Terms.  

21.2. Termination. In addition to any other express termination rights set forth in this Agreement:

(a) CLTS may terminate this Agreement for any reason and at any time by providing 30 days notice to you. Upon providing such notice, CLTS may refuse to accept any additional Orders or deposits of Funds;

(b) CLTS may terminate this Agreement effective immediately upon notice to you if: (i) we determine doing so is necessary or prudent to comply with applicable Law; (ii) you breach this Agreement; or (iii) you breach any other agreement to which you and CLTS are parties.

(c) You may terminate this Agreement by closing your Account in accordance with Section 2.8 and such termination will become effective at the time your Account is confirmed closed by CLTS; and

(d) Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv)applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business

21.3. Effect of Termination. Upon the termination of this Agreement:

(a) you shall immediately discontinue use of the Services and CLTS Materials;

(b) each party shall return to the other Party or destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other Party’s Confidential Information and permanently erase all of the other Party’s Confidential Information from its computer systems, except for information required to be retained by applicable Law, information contained in any directors resolutions, in any document subject to solicitor-client privilege, or information contained in any party’s disaster recovery back-up files which shall be deleted by such party upon the normal expiration of such files. Such retained files will continue to be subject to confidentiality and non-use obligations set out in this Agreement;

(c)  all rights, licenses, consents, and authorizations granted by CLTS to you will immediately terminate;

(d) without limiting Section 21.2(c), you shall immediately cease using the Aquanow API;

(e) you shall immediately require your Authorized Users and Customers to cease accessing or using the Services through your Authorized Applications;

(f) you shall immediately pay to CLTS any outstanding Fees and other amounts owed to CLTS;

(g) all open unfulfilled Orders will be cancelled;

(h) CLTS may delete your Client Data and Account Data (but CLTS is under no obligation to do so, except as required by Law); and

(i)  Subject to Section 16, CLTS will transfer any Fiat balance in your Account to your External Account and any Digital Asset balance in your Account to your External Wallet, less any amounts owed by you to CLTS. If at the relevant time you do not have an External Account or External Wallet linked to your Account, CLTS will have no obligation under this Section 21.3 (i) to transfer Funds from your Account to you until you have provided delivery instructions to CLTS in form reasonably satisfactory to CLTS.

No termination of this Agreement will affect your obligation to pay all Fees that may have become due before such termination, nor will termination of this Agreement entitle you to any refund.

Notwithstanding Section 21.3(b), CLTS may retain and continue to use your Confidential Information as necessary for CLTS to exercise its rights and perform its obligations under the surviving provisions of this Agreement (as specified in Section 21.4)

21.4 Surviving Terms. The following provisions will survive termination of the Agreement: Sections 2.6, 2.8, 2.9, 2.10, 2.11(e), 2.14, 2.15, 2.17, 2.18, 3.10(c), 3.10(d), 4.1, 4.2(a), 4.2(b), 4.2(c), 4.2(d), 4.2(e), 4.2(f)(iv), 4.2(f)(viii), 4.2(h), 4.3, 5, 9.13, 9.14, 11.3, 11.7, 11.10, 11.13, 12.1, 12.3, 12.4, 1.1, 1.1, 15, 16, 18, 19, 20,  21.3, 21.4, 22, 23, 24, 25, 26, 27, 28, 29, 30, and 31 any warranties you provide under the Agreement,  and all other provisions of the Agreement which must survive termination of the Agreement to fulfill their purpose will survive termination of the Agreement.

22. INTELLECTUAL PROPERTY

22.1.  Reservation of Rights. All right, title, and interest in and to the Services, CLTS Materials, and Third-Party Products, including all intellectual property rights therein, are and will remain with CLTS and the respective rights holders in the Third-Party Products. You acknowledge and agree that you have no right, license or authorization with respect to any of the Services, CLTS Materials, or Third-Party Products (including any intellectual property rights therein) except as expressly set forth in Sections 3.1 to 3.3 or the applicable third-party license, in each case subject to Section 3.4and any other limitations or restrictions set out in this Agreement. All other rights in and to the Services, CLTS Materials, and Third-Party Products are expressly reserved by CLTS and the respective third-party licensors.

22.2 Trademarks. CLTS, Aquanow, and related words and logos, as well as the names of other products or service of CLTS, are tradenames, trademarks, or registered trademarks of CLTS. The names of other companies, products or services referred to on the Services may be the trademarks of their respective owners. Any unauthorized use of any of these trade names or trademarks is prohibited.

23.3 Copyrights. All CLTS Materials are Copyright © 2021, CLTS or its licensors, except as otherwise indicated in writing. All rights reserved.

22.4 Infringing Content. As copyright holders ourselves, we respect copyright holders’ rights and will quickly respond to any claims of copyright infringement reported on the Services. If you find anything on the Services that you believe infringes your copyright or the copyrights of a person you are authorized to represent, please report the alleged infringement to us at legal@aquanow.io.

23. DATA & SECURITY

23.1 Data Backup. The Services do not replace the need for you to independently maintain regular data backups or redundant data archives. CLTS HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF YOUR CLIENT DATA OR ACCOUNT DATA.

23.2 Risk of Exposure. You recognize and agree that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Services, you assume such risks. CLTS offers no representation, warranty, or guarantee that Client Data or Account Data will not be exposed or disclosed through errors or the actions of third parties.

23.3 Data Accuracy. CLTS will have no responsibility or liability for the accuracy of information submitted to the Services by you, including Client Data or Account Data.

23.4 Aggregated& De-Identified Data. Notwithstanding anything to the Contrary in this Agreement, CLTS may use, reproduce, sell, publicize, or otherwise exploit De-Identified Data in any way, in its sole discretion, including without limitation aggregated with data from other clients of CLTS. As between CLTS and you, all right, title, and interest in De-Identified Data, and all intellectual property rights therein, belong to and are retained solely by CLTS. You acknowledge that CLTS may compile De-Identified Data based on Client Data and Account Data input into the Services.

24. CONFIDENTIALITY

24.1 Confidential Information. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”) non-public or confidential information, including information about the Disclosing Party’s business affairs, products, customers, pricing, discounts or rebates, business operations, plans, confidential intellectual property, trade secrets, third-party confidential information, other sensitive or proprietary information, and any other information that would reasonably be considered non-­public, confidential, or proprietary given the nature of the information and the Disclosing Party’s business or operations, whether or not marked “confidential”  (collectively, “Confidential Information”). Without limiting the generality of the foregoing, the Fees charged by CLTS, the Fee Schedule, other prices or rates charged by CLTS, Market Data, and the terms of this Agreement are CLTS’s Confidential Information.

The term “Confidential Information” will not include information that, at the time of disclosure:

(a) is, or thereafter becomes, generally available to and known by the public other than as a result of its disclosure, directly or indirectly, in breach of this Section 24 by the Receiving Party or any of its Representatives or Authorized Users (in the case of Client);

(b) is, or thereafter becomes, available to the Receiving Party or its Representatives on a non-confidential basis from a third-party source, on the condition that such source was not prohibited from disclosing such Confidential Information to Receiving Party or its Representatives by a legal, contractual or fiduciary obligation;

(c) was already known by or in the possession of the Receiving Party or its Representatives, as established by documentary evidence, prior to being disclosed by or on behalf of the Disclosing Party;

(d) has been independently developed by the Receiving Party as established by documentary evidence, without reference to or use of, in whole or in part, any of the Receiving Party’s Confidential Information; or

(e) must, or thereafter must, be disclosed under applicable Law.

24.2 Restrictions. The Receiving Party shall, and you shall cause your Authorized Users to:

(a) keep the Confidential Information strictly confidential and protect and safeguard the confidentiality of the Disclosing Party’ Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;

(b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other to exercise the Receiving Party’s rights or perform its obligations under this Agreement; and

(c) not, without the prior written consent of the Disclosing Party, disclose any such Confidential Information to any Person, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, in exercising its rights or performing its obligations under this Agreement, on the condition that such Representatives are subject to confidentiality and non-use obligations at least as strict as those contained in this Section 24.2.

24.3 Additional Rights. Notwithstanding Section 24.2, CLTS may disclose your Confidential Information to our Affiliates and third-party service providers as necessary to facilitate execution of your Orders.

24.4 Responsibility and Survival. You shall be responsible for any breach of this Section 24 caused by any of your Representatives or Authorized Users.

24.5 Return of Confidential Information. At any time during the Term, at CLTS’s written request, you and your Representatives shall promptly return or destroy all CLTS’s Confidential Information including copies that it has received under this Agreement.

25. REPRESENTATIONS AND WARRANTIES; ADDITIONAL COVENANTS

25.1 Your Representations and Warranties. You represent and warrant that:

(a) if you are a corporation or limited partnership, you are duly organized and validly existing in the jurisdiction of your incorporation or formation;

(b) you have all required power and capacity to enter the Agreement, to grant the rights granted under the Agreement, and to perform your obligations under the Agreement;

(c) your Account Data, and any other information you provide CLTS, is true, accurate, complete, and current;

(d) you possess a sufficient level of knowledge about digital assets, including their underlying technologies and protocols, to understand their risks and to enable you to make informed and prudent decisions respecting your purchases, sales, and storage of Digital Assets;

(e) you are not, and none of your Authorized Users are, a Prohibited Person.

25.2 Prohibited Access. If you are unable or unwilling to make any of the representations or warranties in Section 25.1, or if any of your representations and warranties given in Section 25.1 are untrue, you are prohibited from accessing or using the Services.

25.3 Compliance with Laws.  You represent and warrant that you are in compliance with, and covenant that you shall comply with, all applicable Laws. Without limiting the generality of the foregoing, you have and shall at all times, at its own expense, obtain and maintain in effect all certifications, credentials, authorizations, permissions, licenses, consents, and permits materially necessary to conduct your business and to perform your obligations under this Agreement.

26. DISCLAIMERS

26.1 THE SERVICES AND CLTS MATERIALS ARE PROVIDED ON AN "AS IS", "ASAVAILABLE" BASIS, WITH ALL FAULTS AND DEFECTS AND WITHOUT CONDITION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW,CLTS, ON ITS OWN BEHALF AND ON BEHALF OF THE CLTS ASSOCIATES, EXPRESSLY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES AND CLTS MATERIALS, INCLUDING ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION, AND NON­INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE.WITHOUT LIMITING THE FOREGOING, CLTS AND THE CLTS ASSOCIATES PROVIDE NO CONDITION, WARRANTY, OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY KIND THAT THE SERVICES OR CLTS MATERIALS WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

26.2 CLTS AND THE CLTS ASSOCIATES MAKE NO WARRANTIES OR CONDITIONS REGARDING THE QUALITY, RELIABILITY, TIMELINESS OR SECURITY OF THE SERVICES OR THAT THE SERVICES WILLBE UNINTERRUPTED OR ERROR-FREE. CLTS AND THE CLTS ASSOCIATES ASSUME NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE OR ACCESS, OR TO STORE OR ACCESS PROPERLY, EMAIL MESSAGES AND ELECTRONIC FILES. YOU ASSUME THE ENTIRE RISK IN DOWNLOADING OR OTHERWISE ACCESSING ANY DATA, FILES, OR OTHER MATERIALS OBTAINED FROM THIRD PARTIES AS PART OF THE SERVICES, EVEN IF YOU HAVE PAID FOR VIRUS PROTECTION SERVICES.

26.3 ACCESSING, DOWNLOADING, AND USING CONTENT AND MATERIAL FROM THE SERVICES IS DONE AT YOUROWN RISK. CLTS MAKES REASONABLE EFFORTS TO ENSURE THAT THE SERVICES ARE VIRUS-FREE, BUT CLTS DOES NOT AT ANY TIME REPRESENT, WARRANT, OR GUARANTEE THAT SUCH CONTENT OR MATERIALS ARE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SAFEGUARDS TO PROTECT YOUR COMPUTER SYSTEM (INCLUDING MOBILE DEVICE) AND DATA AND YOU ARE RESPONSIBLE AND LIABLE FOR THE ENTIRE COST OF ANY SERVICE, REPAIRS OR CORRECTIONS NECESSARYAS A RESULT OF THE USE OF THE SERVICES.

26.4 ALL THIRD-PARTY PRODUCTS OR THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “ASAVAILABLE” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY PRODUCTSOR THIRD-PARTY SERVICES IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY PRODUCTS OR THIRD-PARTY SERVICES.

26.5 No Uptime Guarantee. CLTS does not guarantee 24x7 uptime availability of the Services.  Without limiting the foregoing, you acknowledge that the Services will be unavailable during: (a) downtime and scheduled upgrades; and (b) unavailability caused by circumstances beyond CLTS’s reasonable control. Without limiting anything else herein, CLTS has no liability for any downtime or unavailability of the Services.

26.6 NO ADVICE DISCLAIMER. THE SERVICES AND ANY INFORMATION OR MATERIALS PROVIDED BY CLTS OR ITS REPRESENTATIVES TO YOU OR YOUR AUTHORIZED USERS OR CUSTOMERS WILL NOT BE DEEMED, NOR WILL THE SERVICES OR SUCH INFORMATION CONSTITUTE, LEGAL, TAX, FINANCIAL, ACCOUNTING, OR INVESTMENT ADVICE. USE OF ANY INFORMATION OR MATERIALS PROVIDED BY CLTS OR ITS REPRESENTATIVES IS AT YOUR OWN RISK ANDMUST NOT BE INTERPRETED AS PROFESSIONAL ADVICE OR A RECOMMENDATION AS TO ANYCOURSE OF ACTION. NEITHER CLTS NOR ITS REPRESENTATIVES HAVE CONSIDERED YOUR OR YOUR CUSTOMER’S FINANCIAL CIRCUMSTANCES OR OBJECTIVES, KNOWLEDGE OF DIGITAL ASSETS OR INVESTING, OR RISK TOLERANCE. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING AND SHALL OBTAIN ADVICE FROM QUALIFIED PROFESSIONALS IN YOUR JURISDICTION TO ADVISE YOU ON YOUR RISKS AND NEEDS PRIOR TO USING THE SERVICES OR MAKING ANY TRADES. YOU SHALL NOT, AND SHALL NOT PERMIT YOUR AUTHORIZED USERS OR CUSTOMERS TO, ATTEMPT TO OBTAIN PROFESSIONAL ADVICE OF ANY KIND FROM CLTS OR ITS REPRESENTATIVES. WE DO NOT PROVIDE MANAGED ACCOUNT SERVICES. WE HAVE NO FIDUCIARY OBLIGATIONS TO YOU OR YOUR CUSTOMERS.

26.7 Regulation Disclaimer. We are not a bank, credit union, or cassies populaire. We are not a regulated financial services provider.

26.8 Location Disclaimer. The Services are made available by CLTS from its facilities in Canada.  CLTS makes no representations or warranties that the service is appropriate or available for use in other locations.

26.9 Internet Disclaimer. WITHOUT LIMITING ANYTHING IN THIS ARTICLE 26, YOU ACKNOWLEDGE AND AGREE THAT CLTS EXERCISES NO CONTROL OVER, AND HAS NO RESPONSIBILITY FOR, ANY INFORMATION OR CONTENT PASSING THROUGH THE INTERNET OR FOR INTERNET CONNECTIVITY TO THE SERVICES. YOU ACKNOWLEDGE THAT THE INTERNET IS INHERENTLY RISKY, AND YOU ASSUME ALL RISKS AND RESPONSIBILITY FOR YOUR USE OF THE INTERNET AND ACCESS TO AND USE OF THE SERVICES OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT DIGITAL ASSET TRANSACTIONS ONLINE INVOLVE MANY RISKS, INCLUDING THEFT, LOSS, MISDELIVERY, OR IRRETRIEVABILITY OF DIGITALASSETS, OR UNAUTHORIZED DISCLOSURE OR EXPOSURE AND THAT, IN ACCESSING AND USING THE SERVICES, YOU ASSUME SUCH RISKS. CLTS HAS NO LIABILITY TO YOU OR ANY OTHER PERSON FOR UNAUTHORIZED ACCESS TO YOUR CLIENT DATA, ACCOUNT DATA, OR YOUR DIGITAL ASSETS.  

YOU ACKNOWLEDGE THAT INFORMATION STORED OR TRANSFERRED THROUGH THE SERVICES MAY BECOME CORRUPTED, IRRETRIEVABLY LOST, INACCESSIBLE, OR TEMPORARILYUNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING HARDWARE OR SOFTWARE FAILURES, TELECOMMUNICATION OUTAGES OR DEGRADATION, PROTOCOL CHANGES BY THIRDPARTY PROVIDERS, FORKS, FORCE MAJEURE EVENTS, HACKING, OR OTHER EVENTS INCLUDING THIRD PARTY DDOS ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OROTHER CAUSES EITHER WITHIN OR OUTSIDE THE CONTROL OF CLTS.

26.10 Third Party Sites and Content. You understand that the Services may contain or send you links to third party websites, applications, or services not owned or controlled by CLTS (“Third Party Sites”), and that links to Third-Party Sites may also appear in content available to you through the Services. The Services may also enable interactions between the Services and a Third Party Site through applications that connect the Services, or your Account on the Services, with a Third Party Site. Through Third Party Sites you may be able to access content, products, or services from third parties that CLTS does not control and/or share your User Content with others. YOU ACCESS THIRD PARTY SITES ENTIRELY AT YOUR OWN RISK, AND CLTS WILL HAVE NO LIABILITY FOR YOUR USE OF OR ACCESS TO THIRD-PARTY SITES AND/OR THIRD PARTY CONTENT, PRODUCTS, OR SERVICES.)

26.11 Accuracy of Content and Information. Although we work to provide you with accurate content and information, mistakes sometimes occur and we do not warrant that any content or information made available by CLTS is or remains available, accurate, complete and up to date, free from bugs, errors or omissions or fit or suitable for any purpose. CLTS is under no obligation to correct any inaccurate content or information on the Services or that was otherwise made available by CLTS.

27. INDEMNIFICATION

27.1 Defend & Indemnify. You shall indemnify, defend, and hold harmless CLTS and the Indemnified Associates from and against any and all Losses incurred by CLTS or the Indemnified Associates arising out of or relating to any Action by a third party that arises out of or relates to any (each an “Indemnified Claim”):

(a) Client Data, including any Processing of Client Data by or on behalf of CLTS in accordance with this Agreement;

(b) allegation of facts that, if true, would constitute a breach by you of this Agreement; or

(c)  negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement by Client or any of its Authorized Users or Customers.

27.2 Procedure for Claims. CLTS shall provide prompt notice of any Indemnified Claim and reasonably cooperate with Client’s defence. Client will control the defence of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; except: (i) if Client fails to assume the defence on time to avoid prejudicing the defence, CLTS may defend the Indemnified Claim, without loss of rights pursuant to this Section 27, until Client assumes the defence; and (ii) CLTS  will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it or an Indemnified Associate admit wrongdoing or liability or subject any of them to any ongoing affirmative obligation. Client’s obligations under Section 27.1 will be excused if either of the following materially prejudices the defence: (A) CLTS’s failure to provide prompt notice of the Indemnified Claim; or (B) CLTS’s or Indemnified Associates failure reasonably to cooperate in the defense.

28. LIMITATION OF LIABILITY

28.1  WITHOUT LIMITING SECTION 28.2 OR SECTION 28.3,CLTS AND THE CLTS ASSOCIATES COLLECTIVE AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, THE CLTS MATERIALS, OR THIS AGREEMENT’S OTHER SUBJECT MATTER (INCLUDING ANY TRADING CONTRACTS BETWEEN CLTS AND CLIENT) WILL NOT EXCEED THE AMOUNT OF FEES YOU PAID CLTS IN THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR IF YOU USED THE SERVICES ON A FREE BASIS, THEN CLTS’ AND THE CLTS ASSOCIATES’ LIABILITY WILL NOT EXCEED $10.00 CAD).

28.2 Limitation of Liability.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CLTS OR THE CLTS ASSOCIATES BE LIABLE UNDER OR IN RELATION TO THIS AGREEMENT, THE SERVICES, THE CLTS MATERIALS, OR THIS AGREEMENT’S OTHER SUBJECT MATTER (INCLUDING ANY TRADING CONTRACTS BETWEEN CLTS AND CLIENT), UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT(INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (B) IMPAIRMENT, INABILITY TO USE, OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (C) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA, OR SYSTEM SECURITY; (D) LOSS OF DIGITAL ASSETS; OR (E) CONSEQUENTIAL, INCIDENTAL,INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER CLTS OR THE CLTS ASSOCIATES WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

THE LAW IN SOME JURISDICTIONS MIGHT NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION OF LIABILITY MIGHT NOT APPLY TO YOU IF YOU LIVE IN SUCH A JURISDICTION AND APPLICABLE LAW IN YOUR JURISDICTION DOES NOT ALLOW CLTS TO LIMIT OR EXCLUDE ITS LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, CLTS’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLELAW.

28.3 Excluded Liability. CLTS WILL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY OTHER PERSON FOR LOSSES ARISING OUT OF OR RELATED TO: (1) EVENTS OUTSIDE OF THE CONTROL OF CLTS, SUCH AS FAILURE OR MALFUNCTION OF THE UNDERLYING PROTOCOLS OF DIGITAL ASSETS, ATTACKS BY MALICIOUS ACTORS, OR FAILURE OR MALFUNCTION OF THIRD-PARTY SERVICES OR EQUIPMENT; OR (2) DIGITAL ASSETS BEING SENT TO AN INCORRECT WALLET ADDRESS REGARDLESS OF WHETHER OR NOT CLTS IS AT FAULT, EXCEPT IN THE CASE OF FRAUD BY CLTS.

28.4 Losses Caused by Legal Compliance. Without limiting the generality of Sections 28.1 and 28.2, CLTS and the CLTS Associates will not be liable to you or any other Person for any Losses you or any other Person incurs directly or indirectly as a result of or in relation to our efforts to comply with applicable Law (whether or not such efforts are ultimately determined to be legally required).

29. GOVERNING LAW

29.1 Governing Law. The Services and this Agreement are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to: (a) any choice or conflict of law provision, principle or rule and notwithstanding your domicile, residence or physical location; or (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods.

30. DISPUTES AND BINDING ARBITRATION

30.1 Arbitration. If the courts in your province, state, or country will not permit you to consent to binding arbitration, then any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the courts of the Province of British Columbia, Canada, and you irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Otherwise, you agree that in the event of any dispute between you and CLTS arising out of or relating to this Agreement, the Services, the CLTS Materials, or the relationship between CLTS and you, that you and CLTS shall consult and negotiate with each other and, recognizing your mutual interests, attempt to reach a solution satisfactory to both you and CLTS. If you and CLTS do not reach settlement within a period of 60 days, then such dispute will be referred to and finally resolved by mandatory and binding arbitration administered by the Vancouver International Arbitration Centre (“VanIAC”) pursuant to its applicable Rules.

The place of arbitration will be Vancouver, British Columbia, Canada. The number of arbitrators will be set to one unless otherwise required by the Rules. The language of the arbitration will be English. The existence and content of the arbitration proceedings, including documents submitted by the parties, correspondence to and from the VanIAC, correspondence to and from the arbitrator, and orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party (except for professional advisors) without the express written consent from the other party unless: (a) (i) the disclosure to the third party is reasonably required in the context of conducting the arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein; or (b) such disclosure is required by applicable Law.

The parties agree that either party will have a right of appeal pursuant to the VanIAC Rules with the grounds of appeal to be on a question of law or a question of mixed fact and law. Except for the appeal process under the VanIAC Rules, the parties agree that they will not appeal any arbitration decision, or decision of an Appeal Tribunal, to any court.

30.2 Opt-Out. You may opt out of the above arbitration clause. If you opt out, then neither you nor we will be able to require the other to participate in arbitration for the purposes of resolving any dispute, claim or controversy between you and CLTS arising out of or relating to this Agreement, the Services, the CLTS Materials, or the relationship between CLTS and you. To opt out, you must, within 30 days of accepting this Agreement, deliver to CLTS a clear written statement indicating that you wish to opt out of the arbitration provisions in this Agreement. The statement must contain: (a) your name; (b) your mailing address; (c) your telephone number; (d) your email address; and (e) your Account name (if any). The opt-out statement must be delivered to the following address:

CLTS Technologies Ltd.

1055 West Georgia Street, Suite 2146

Vancouver, British Columbia, Canada

V6E 3P3

If you opt out of the arbitration clause in the manner provided above, then you irrevocably agree that the courts of British Columbia will have exclusive jurisdiction to settle any dispute, claim, or controversy arising out of or related to this Agreement, the Services, the CLTS Materials, or the relationship between CLTS and you.

30.3. Waiver of Class Action and Jury Trial. Where legally permissible, you hereby agree to waive any right you may have to commence or participate in any class action against CLTS or the CLTS Associates related to any claim and, where applicable, you also agree to opt out of any class proceedings against CLTS or CLTS Associates. Where legally permissible, if a dispute arises between us and you, you hereby waive any right you may have to participate in a trial by jury with respect to that dispute.

31. GENERAL

31.1 Feedback. We welcome any questions, comments or feedback you might have about the Services or the Agreement ("Feedback"). Please refer to the Contact section of our website for our contact information. You should not submit or send to us any patentable ideas or patent applications, advertising or marketing suggestions, know-how, trade secrets, prototypes or any information, written or oral, which you regard as confidential or commercially sensitive or valuable (collectively referred to as “Unwanted Submissions”). While we value your feedback, you agree not to submit any Unwanted Submissions. We shall not be subject to any obligation of confidentiality nor be liable for any use and/or disclosure of such submissions. You agree we are free to use your Unwanted Submissions as we see fit without any liability owed to you.

31.2 Force Majeure. No delay, failure, or default on the part of CLTS will constitute a breach of this Agreement to the extent caused by: (a) acts of war, terrorism, invasion, riots or other acts of civil unrest; (b) hurricanes, earthquakes, pandemic, epidemic, flood, fire, tsunami, solar flare, electro-magnetic pulse, explosion, other acts of God or of nature; (c) strikes or other labor disputes; (d) national or regional emergency; (e) passage of Law or any action taken by a governmental or public authority, including imposing an embargo, workplace shutdown or staffing restrictions, health order, export or import restriction, quota or other restriction or prohibition, or any complete or partial government shutdown; (f) national or regional shortage of adequate power or telecommunications or transportation facilities; or (g) other causes beyond CLTS’s reasonable control.

31.3 No Third-Party Beneficiaries.

(a) Except as set forth in Section 31.3(b), the parties do not confer any legal, equitable or other rights or remedies of any nature whatsoever under or by reason of this Agreement upon any person other than the parties to this Agreement and their respective successors and permitted assigns.

(b) The Parties hereby designate each of the CLTS Associates as third-party beneficiaries of Sections 2.14, 3.10(c), 3.10(d), 4.2(f)(iv), 12.3, 26, 28, and 30.3 having the right to enforce those Sections. The Parties hereby designate each of the Indemnified Associates as third-party beneficiaries of Section 27 having the right to enforce that Section.

31.4 Relationship. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, franchise, or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.

31.5 No Waiver. The failure of CLTS to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by you.

31.6 Headings. The headings used in this Agreement are included for convenience only and will not limit or otherwise affect this Agreement.

31.7 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

31.8 Assignment. We may assign this Agreement in part or in their entirety, including our rights, interests, and obligations hereunder, without notice to you or your consent. This Agreement is personal to you and you may not assign this Agreement nor your rights, interests, or obligations under this Agreement to any Person without our express written consent (which may be arbitrary withheld).

31.9 Cumulative Remedies. All rights and remedies provided in this Agreement for the benefit of CLTS are cumulative and not exclusive, and are in addition to and without prejudice to any other rights or remedies available at law, in equity, by statute or otherwise, and the exercise by CLTS of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, inequity, by statute, in any other agreement between the parties or otherwise.

31.10 Entire Agreement. This Agreement, together with our Privacy Policy, Aquanow API Terms of Service, Additional Terms (if any), Website Terms of Service, and any other agreement incorporated by reference, constitutes the sole and entire agreement between you and CLTS regarding the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

31.11 Language. The parties acknowledge that they have required that the Agreement and all related documents be prepared in English. Les parties reconnaissent avoir exigé que les présentes modalités de venteet tous les documents connexes soient rédigés en anglais.

31.12 Enurement. This Agreement will enure to the benefit of and be binding upon the parties to this Agreement and their respective successors, heirs, and permitted assigns.

31.13 Equitable Relief. You hereby acknowledge and agree that any breach by you of this Agreement would result in harm to CLTS, and that CLTS could not be adequately compensated for such harm by monetary award. Accordingly, you hereby agree that in the event of any such breach, in addition to all other remedies available to CLTS at law or equity, CLTS will be entitled as a matter of right, and without posting bond or proving damages, to, notwithstanding Section 30, apply to any court of competent jurisdiction for such equitable relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance by you with this Agreement.

31.14 Notice. We may give you notice by text to your mobile device or by other electronic communication to you Electronic Address registered to your Account, by mail at your last known mailing address, by electronic communication through our Services’ instant message chat functionality, by electronic communication through the Aquanow API, or by posting the notice on our Website. Such notices from CLTS to you include communications, agreements, documents, invoices, receipts, disclosures, and other notices (including legal notices). You are responsible for printing or otherwise saving all such notices. Except for notices for your Orders and except as otherwise stated herein, you may give us notice only by letter at:

CLTS Technologies Ltd.

1055 West Georgia Street, Suite 2146

Vancouver, British Columbia, Canada

V6E 3P3

and such notice from you will be deemed received upon receipt by CLTS. All legal notices sent by you must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid).

 

Schedule of Orders

This Schedule of Orders forms part of the Aquanow User Agreement.

Supported Orders. The Services support the following types of Orders:

1. Smart Order Router (SOR).

(a) When processing an SOR Order (“SOR Orders”), CLTS will seek to obtain the best available purchase or sale outcome for the Client, subject to the limit price. CLTS has sole discretion to determine whether CLTS adequately sought the best available outcome.

(b) Without limiting CLTS’s discretion in the previous paragraph, factors CLTS may consider when seeking the best available outcome for an SOR Order include:

(i) Price;

(ii) Cost;

(iii) Execution and settlement speed;

(iv) Likelihood of execution and settlement;

(v) Trading volume;

(vi) Liquidity / BBO depth;

(vii) Size of trade execution; and

(viii) Any other factors CLTS determines to be relevant to the trade execution and the nature of the transaction.

1.2 Request for Quote (RFQ). Request for Quote Orders (“RFQ Orders”) will be processed in the following manner (in descending order):

(a) Using one of the Order Channels, you submit to CLTS a request to receive a quote for an Order. Such request must describe the amount of Digital Assets you would like to purchase or sell through the Services.

(b) Once CLTS receives that request, CLTS may provide you with a price quote (“Quote”) setting out the amount and type of Digital Assets you intend to buy or sell, the purchase or sale price for those Digital Assets and the time at which the Quote will expire (the “Expiry Time”). The Quote might also include Fees applicable to your Order, but the failure to disclose Fees in the Quote does not mean that no Fees are applicable to your order. We may revoke the Quote any time before we accept your Order. CLTS is under no obligation to reply to your request with a Quote or otherwise.

(c) After we provide you with a Quote, you may confirm or cancel your Order at any time before the Expiry Time. Your confirmed Order will be deemed to be identical to the Quote regardless of your inclusion of any additional terms or conditions and any such additional terms or conditions will be deemed void. If you confirm your Order, you are bound to complete your Order in accordance with the Quote unless we reject your Order.

(d) After you confirm your Order, CLTS will at its election (in its sole and arbitrary discretion) accept or reject your Order. If we accept your Order, we will confirm acceptance of your Order by sending you a written acceptance confirmation. We may choose not to process an Order, even after we send you a confirmation message confirming your Order. Except as provided in Section 9.8 of the Agreement, we will not accept your Order until you have deposited sufficient Funds in your Account to pay for your Order in accordance with the Quote. If you do not have sufficient Funds deposited in your Account for your Order before the Expiry Time, the Quote will expire and your Order will be deemed cancelled.

1.3. Market Orders.

(a) A Market Order is an Order to buy or sell a specified quantity of Digital Assets at the best price in the current market available to CLTS as determined by CLTS in its sole discretion (“Market Orders”).

(b) Other terms and conditions applicable to Market Orders:

            (i) The price paid or received by you for a Market Order may differ from the last price quoted before the Market Order was placed. Market Orders might execute at various prices.  

            (ii) If CLTS has other pending orders with you or other clients that were placed before you placed your Market Order, the processing of your Market Order might be delayed.              

 (c) You acknowledge that Market Orders may execute at prices less favourable than the price for the most recent trade.

1.4. Time Weighted Average Price (TWAP).

 (a) A Time Weighted Average Price (“TWAP Order”) will execute an Order at a target time weighted average price by breaking the Order into multiple smaller Orders executed at a frequency selected by CLTS over a specified period of time specified by the Client.

 (b) Unless a limit is set by the Client, TWAP Orders will be treated as Market Orders.

 (c) TWAP Orders might not execute or might execute only partially during the specified time period. Consequently, execution of TWAP Orders is not guaranteed.

(d) Any unexecuted portion of the TWAP Order will be cancelled upon the expiration of the specified time period.

1.5. Sniper. A Sniper Order (“Sniper Order”) (also known as a limit order) is an Order to buy a specified quantity of Digital Assets at a price no greater than your specified maximum price or to sell a specified quantity of Digital Assets at a price no less than your specified minimum price. Sniper Orders will execute only at your specified price or a price more favourable to you.

1.6. Autopilot. An Autopilot Order (“Autopilot Order”) is an Order where the Client deposits Digital Assets to a Wallet Address specified by CLTS. Upon receiving a sufficient number of confirmations (as determined by CLTS in its sole discretion) on the applicable blockchain following the deposit, CLTS will liquidate the deposited Digital Assets as soon as practicable at then market prices. CLTS has sole discretion to determine when Funds deposited for an Autopilot Order become eligible for liquidation in connection with an Autopilot Order.