Website Terms of Service

March 16, 2021

1. INTRODUCTION

1.1. Acceptance of Terms. Welcome to Aquanow. These terms of service (the “Terms”) govern how you may use https://aquanow.io/ and https://trade.aquanow.io/ (collectively the “Site”) and constitute a binding legal agreement between us and you. You should read these Terms carefully before using the Site. This Site is operated by CLTS Technologies Ltd. (“CLTS”, “us”, “we”, “our”). By accessing or using this Site or otherwise indicating your consent, you agree to be bound by these Terms and the documents referred to in them. If you do not agree with or accept any of these Terms, you must cease using the Site immediately. If you have any questions about this Site, please contact legal@aquanow.io.

1.2. Entities. If you are using or accessing our Site on behalf of an entity, then you affirm: (i) that you are an authorized representative or agent of that entity with the authority to bind such entity to these Terms; and (ii) that such entity accepts and is bound by these Terms. In such a circumstance, the words “you” and “your” as used in these Terms will refer to and apply to both that entity and you personally.

1.3. Privacy Policy. These Terms include our Privacy Policy. Our Privacy Policy will be subject to these Terms in the event of any conflict or inconsistency. 

1.4. Additional Terms. We may supplement these Terms with additional terms (“Additional Terms”) relating to specific content, goods, opportunities, or services made available or supplied by us.  You will have the opportunity to review these Additional Terms before accepting them. If you reject Additional Terms, certain content, goods, opportunities, or service might not be available to you.

1.5. Trading of Digital Assets. All matters concerning the trading, deposit, withdrawal, and storage of digital assets through use of the Site or other Aquanow services are governed by the Aquanow User Agreement. You must read and accept the Aquanow User Agreement before you will be permitted to trade, deposit, withdrawal, or store digital assets through use of the Site or other Aquanow services. During the onboarding process for becoming a client of the Aquanow services, CLTS will provide you with a copy of the Aquanow User Agreement for your review and acceptance. If you accept the Aquanow User Agreement, such agreement will be deemed to be Additional Terms and will form part of these Terms. In the event of any inconsistency between these Terms and the Aquanow User Agreement, the Aquanow User Agreement will govern to the extent of the inconsistency. 

1.6. Age. This Site may only be used by persons at least 19 years of age or the age of majority under applicable law to form a binding contract with CLTS if such age is older than 19. If you do not meet this requirement you must not use the Site.

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

1.8. Modifications. We reserve the right in our in our sole discretion to revise and update these Terms from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Site. You agree to periodically review these Terms in order to be aware of any such modifications and your continued use of the Site constitutes your acceptance of such modifications. 

1.9. Modification to Site. The Site, 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. CLTS will not be liable if for any reason all or any part of the Site is restricted to users or unavailable at any time or for any period.

1.10. Notice of Binding Arbitration; Waiver of Class Action. THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 13 WHICH PROVIDES THAT YOU WILL RESOLVE ALL DISPUTES THROUGH MANDATORY AND BINDING ARBITRATION, UNLESS YOU OPT OUT THROUGH THE MECHANISM PROVIDED IN THESE TERMS OR ARE IN A PROVINCE, STATE, OR COUNTRY IN WHICH THE COURTS 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 13 OF THESE TERMS, YOU ALSO WAIVE YOUR RIGHT TO A JURY TRIAL AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS AGAINST CLTS. PLEASE CAREFULLY READ SECTION 13.

2. REGISTRATION OBLIGATIONS

2.1. Account Registration. To use certain areas of this Site, you must first complete the registration process to create an account ("Account") and select and register a unique user name and password (collectively, "Credentials"). Your Account and Credentials are specific to you and may not be shared with or transferred to any other person. You are solely responsible for maintaining 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 will not permit any other person to use your Account or Credentials, and you will immediately notify CLTS if you know or suspect that your Account or Credentials have been used by any other person.

2.2 Registration Data. During the registration process, you will provide true, accurate, current and complete information about yourself as prompted by the Site's registration form (such information being the "Registration Data"). You will also maintain and promptly update the Registration 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 has reasonable grounds to suspect that such information is untrue, inaccurate, not current or complete, CLTS has the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof) by you. 

2.3. Responsibility for Account. CLTS may act upon any communication that is given through your Account or by using your Credentials. CLTS is not required to verify the actual identity or authority of a person using your Account or Credentials, but CLTS may in its discretion at any time require verification of the identity of a person seeking to access your Account and may deny access to and use of your Account if CLTS is not satisfied with the verification. If CLTS, in its discretion, considers your Account or Credentials to be unsecure or to have been used inappropriately, then CLTS may immediately cancel the Account or Credentials without any notice to you. You may be required to change your Credentials from time to time.

3. RESTRICTIONS ON USE

3.1. As a condition of your use of the Site, you agree:

(a) not to use the Site for any purpose that is unlawful under applicable law, or prohibited by these Terms;

(b) not to use the Site to distribute false, inaccurate, or misleading information;

(c) not to impersonate or attempt to impersonate any person;

(d) not to engage in any conduct that inhibits any person’s ability to use the Site;

(e) not to defame or disparage anybody or make comments of an obscene, derogatory or offensive manner or otherwise use the Site or its content in a way that brings us or any third party into disrepute or causes us to be liable to any third party;

(f) not to reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell or otherwise make available to any third party or otherwise publish, deep-link, create derivative works from or exploit in any way the Site or its content or materials except as permitted by us under these Terms or as expressly provided under applicable law and/or under any Additional Terms;

(g) not to data scrape, index, or data mine the Site;

(h) not to use the Site to distribute viruses or malware or other similar harmful software code;

(i) not to represent or suggest that we endorse any other business, product or service unless we have separately agreed to do so in writing; and

(j) that you are solely responsible for all costs and expenses you may incur in relation to your use of the Site and shall be solely responsible for keeping your password and other account details confidential.

3.2. We reserve the right to prevent or suspend your access to the Site if you do not comply with any part of these terms and conditions or any applicable law.

4. OWNERSHIP, USE AND INTELLECTUAL PROPERTY RIGHTS

4.1 Reservation of Rights. This Site and all intellectual property rights in the Site (including without limitation any content and materials) are owned by us and/or our licensors. We and our licensors reserve all our intellectual property rights (which include without limitation all copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world.

4.2. No Circumvention. Nothing in these Terms grants you any rights in the Site other than as necessary to enable you to access the Site. You agree not to try to circumvent or delete any intellectual property notices contained on the Site and in particular in any digital rights or other security technology embedded or contained within any Site content.

4.3. Trademarks. CLTS and Aquanow are our trademarks. Other trademarks and trade names may also be used on this Site. The use or misuse of any trademarks or any other content on the Site except as provided in these terms and conditions is strictly prohibited. Nothing contained on the Site shall be construed as granting, by implication, estoppel or otherwise, any licence or right to use any trademark without our prior written permission.

4.4 Materials. CLTS authorizes you to view, download and print a single copy of materials and content provided on this Site for your personal use only and only in connection with your use of the Site and products and services ordered from us. You may not remove any trademark, copyright or other proprietary notices from such copy nor modify the material or content in any way. Except as otherwise set out in these Terms, any copying or reproduction of this Site’s materials or content, in whole or in part, for commercial purposes or distribution, re-transmission, republication, modification, reverse engineering, sale or other exploitation of this Site or this Site materials or content without the prior written permission of CLTS is strictly prohibited. We reserve the right to take such steps as we deem necessary, including legal action, to restrain such unauthorized and prohibited activity and we reserve the right to suspend or terminate your access to any part of this Site immediately, without prior notice, at its sole discretion. You are solely and fully responsible for all consequences, however remote, resulting from your use of this Site or its materials and content.

5. SOFTWARE

5.1. Software. Where any software is made available for downloading from the Site, this is our copyrighted work and/or that of our licensors. You may use such software only in accordance with the terms of the end user licence agreement, if any, which accompanies the software and, subject thereto, in accordance with these Terms. All such software is made available for downloading solely for your internal use in a non-commercial manner (except as otherwise agreed in writing by CLTS). Any reproduction or redistribution of software not in accordance with the end user licence agreement and/or these Terms is expressly prohibited, and may result in severe civil and criminal penalties.

5.2. Disclaimer of Warranties. Software made available by CLTS is warranted only to the extent expressly provided in the terms of its applicable end user licence agreement. We hereby disclaim all other warranties, conditions and other terms (whether express or implied) with regard to such software, including all implied warranties and conditions of satisfactory quality, freedom from defects, merchantability, non-infringement, and fitness for a particular purpose. In no event shall our aggregate liability in respect of any such software exceed the limitations of liability in the applicable end user licence agreement, or in all other cases the amount you paid us for the relevant software.

6. SUBMITTING INFORMATION AND CONTENT TO THE SITE

6.1 Your Content.

(a) Licence. Portions of this Site may allow users to post and exchange information and content (such information and content, "User Content"), such as images, text, audio, and video, but CLTS does not screen, edit or review any User Content before it is posted or transmitted. You retain the copyright and any other rights you already hold in your User Content. By submitting or otherwise posting User Content on our website, you grant CLTS a worldwide, non-exclusive, perpetual, irrevocable, fully-paid up, royalty-free, assignable, transferable, and sub-licensable (through multiple tiers) licence to exploit, use, access, store, reproduce, adapt, translate, publish, publicly perform, publicly display, modify, repost, rent out, sublicense, create derivative works from, and distribute your User Content, subject to these Terms, without any notice or compensation to you or any other person (the “User Content Licence”). Each time you submit or post User Content on the Site, you confirm, represent, and warrant to CLTS that you have all the rights, power, and authority necessary to grant the User Content Licence. Please note that User Content on our Site does not necessarily reflect the views of CLTS, and CLTS disclaims all responsibility for any such User Content and for any losses or expenses resulting from their use or appearance on our Site.

(b) Responsibility. You understand that all User Content, whether publicly posted or privately transmitted when posting, sharing, displaying, sending or submitting material using our Site, is the sole responsibility of the person from whom it originated. This means that you, and not CLTS, are entirely responsible: (i) for all User Content that you upload, post, email, transmit, or otherwise make available via our Site; and (ii) for ensuring that all User Content is accurate, lawful, and does not include misleading information or infringe or violate anyone’s rights. CLTS does not control the User Content posted via our Site and, therefore, does not guarantee the accuracy, integrity, or quality of any User Content. You therefore agree that you will not hold CLTS responsible or liable for any inaccuracies or for any errors or omissions in any User Content, or for any loss, injury or damages of any kind incurred as a result of the use of or reliance upon any User Content posted, emailed, transmitted, or otherwise made available via our Site.

(c) Removal of Your Content. You acknowledge that CLTS does not pre-screen, monitor, or modify User Content, but that CLTS has the right (but not the obligation) to refuse, remove, modify, or delete any User Content that is available via our Site that violates these Terms, or is otherwise objectionable, in our sole and arbitrary discretion. You acknowledge and expressly consent to CLTS, accessing, preserving, and disclosing your Account information and User Content if required to do so by law or if in good faith CLTS believes that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any User Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety or security of CLTS, or our affiliates, staff, users, or the public.

(d) Derivative Content. CLTS owns all intellectual property rights in the content we derive or create from User Content (“Derivative Content”).

6.2. Feedback and Unwanted Submissions. We welcome any questions, comments or feedback you might have about the Site or these Terms ("Feedback"). Please refer to the Contact section of this Site for our contact information. That said, our Site is not a secure means of communication and any information or content you supply to us will not be kept confidential. For that reason, 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 Unwanted Submissions. You agree we are free to use your Unwanted Submissions as we see fit without any obligation to you.

6.3. License to Feedback and Submissions. If you provide Feedback, or Unwanted Submissions, you grant CLTS a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, and fully sub-licensable right to exploit, use, access, store, reproduce, adapt, translate, publish, publicly perform, publicly display, modify, repost rent out, sublicense, create derivative works from, and distribute from the Feedback or Unwanted Submissions in any way and for any purpose without providing any compensation to you or any other person. You also grant CLTS the right to use the name you submit with the User Content or Feedback, if any, in connection with CLTS’s rights hereunder.

6.4. Your Representations; Waiver of Moral Rights. Each time you submit or post Feedback, Unwanted Submissions or User Content, you represent and warrant that any such Feedback, Unwanted Submissions, and User Content you supply to us is and shall be your own original work and has been lawfully provided to us and that you have all necessary consents to provide this to us and that we shall be entitled to disclose your name with any such Feedback, Unwanted Submissions, or User Content that we may choose to publish. Where you are the author of such content, you agree that you waive all moral rights you may have in any such Feedback, Unwanted Submissions, or User Content. 

6.5. Personal Information. You agree that any personal information you disclose to us may be used by us as described in our Privacy Policy.

6.6. Infringing Content. As copyright holders ourselves, we respect copyright holders’ rights and will quickly respond to any claims of copyright infringement reported on the Site. If you find anything on the Site 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.

7. ACCURACY OF INFORMATION AND AVAILABILITY OF THE SITE

7.1. Reliance on Content. While we use reasonable efforts to include accurate and up-to-date information on the Site, we do not represent, warrant, or promise (whether expressly or by implication) that any, information, materials, or content are or remain available, accurate, complete and up to date, free from bugs, errors or omissions, or fit or suitable for any purpose. Any reliance you may place on the information, materials, or content made available on this Site is at your own risk and we may suspend or terminate operation of the Site at any time at our sole discretion. Content and materials on the Site are provided for your general informational purposes only. 

7.2. Advice Disclaimer. WITHOUT LIMITING SECTION 7.1, INFORMATION, MATERIALS, AND CONTENT ON THIS SITE ARE MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. THE INFORMATION, MATERIALS, AND CONTENT MADE AVAILABLE ON THIS SITE DOES NOT AND IS NOT INTENDED TO CONVEY INVESTMENT ADVICE, FINANCIAL ADVICE, ECONOMIC ADVICE, ACCOUNTING ADVICE, TAX ADVICE, LEGAL ADVICE, OR ANY OTHER TYPE OF PROFESSIONAL ADVICE. YOU SHOULD NOT RELY ON THE INFORMATION, MATERIALS, OR CONTENT ON THE SITE AS A SUBSTITUTE FOR, NOR DO THEY REPLACE, PROFESSIONAL ADVICE. YOU MUST OBTAIN PROFESSIONAL ADVICE FROM A QUALIFIED THIRD-PARTY BEFORE TAKING, OR REFRAINING FROM, ANY ACTION OR INACTION ON THE BASIS OF THE INFORMATION, MATERIALS, OR CONTENT ON OUR SITE.  CLTS IS NOT RESPONSIBLE OR LIABLE FOR ANY ACTIONS OR INACTION YOU TAKE PART AS A RESULT OF THE INFORMATION, MATERIALS, OR CONTENT THAT IS AVAILABLE ON THE SITE OR OTHERWISE SUPPLIED TO YOU BY US.

7.3. Availability of Site. While we endeavour to keep the Site available, we do not represent, warrant, or guarantee in any way the Site’s continued availability at all times or uninterrupted use by you of the Site.

8. HYPERLINKS AND THIRD PARTY SITES

8.1. Third Party Websites. The Site may contain hyperlinks or references to third party websites other than the Site. Any such hyperlinks or references are provided for your convenience only. We have no control over third party websites and accept no responsibility for any content, material, or information contained in them. The display of any hyperlink and reference to any third party website does not constitute an endorsement of such third party’s website, products or services. Your use of a third party site may be governed by the terms and conditions  and privacy policy of that third party site.

8.2. Third Party Content. This Site may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content are solely the opinions and the responsibility of the person providing those materials. Such materials do not necessarily reflect the opinion of CLTS. CLTS is not responsible or liable to you or any third party for the content, information, opinions, or accuracy of any third party materials.

9. INDEMNITY

9.1. You will defend, indemnify and hold harmless CLTS and the Indemnified Associates (defined below) from and against any and all losses, damages, costs, expenses (including legal fees), claims, complaints, demands, actions, suits, proceedings, obligations, fines, penalties, and liabilities (including settlement payments) arising from any third-party claim or action, resulting from, connected with, or relating to: (a) your use of this Site, its information, content, or materials, User Content, or the other products or services we provide (including those made available through the Site); or (b) your negligence, misconduct, or breach of these Terms. Notwithstanding the foregoing, CLTS retains the right to participate in the defense of and settlement negotiations relating to any third party claim, complaint, demand, action, suit or proceeding with counsel of its own selection at its cost and expense.

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

10. DISCLAIMERS

10.1. You understand and agree that:

(a) USE OF THIS SITE AND ITS INFORMATION, CONTENTS, AND MATERIALS (INCLUDING, WITHOUT LIMITATION, USER CONTENT) IS AT YOUR SOLE RISK. THIS SITE AND ITS INFORMATION, CONTENTS, AND MATERIALS (INCLUDING, WITHOUT LIMITATION, USER CONTENT) ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS. NEITHER CLTS NOR ANY OF ITS EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, THIRD PARTY SERVICE PROVIDERS, SUCCESSORS, OR ASSIGNS (CLTS AND ITS EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, THIRD PARTY SERVICE PROVIDERS, SUCCESSORS, AND ASSIGNS COLLECTIVELY, THE "CLTS PARTIES") MAKE ANY WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THIS SITE OR ITS INFORMATION, CONTENTS, OR MATERIALS (INCLUDING, WITHOUT LIMITATION, USER CONTENT) AND THE CLTS PARTIES SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

(b) THE CLTS PARTIES MAKE NO WARRANTIES OR CONDITIONS REGARDING THE QUALITY, RELIABILITY, TIMELINESS OR SECURITY OF THE SITE OR THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. THE CLTS PARTIES 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 SITE, EVEN IF YOU HAVE PAID FOR VIRUS PROTECTION SERVICES.

(c) THE ACCESS TO AND DOWNLOADING OF CONTENT AND MATERIAL FROM THIS SITE IS DONE AT YOUR OWN RISK. CLTS MAKES REASONABLE EFFORTS TO ENSURE THAT THIS SITE IS VIRUS-FREE, BUT CLTS DOES NOT AT ANY TIME GUARANTEE OR WARRANT 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 AND DATA AND YOU ARE RESPONSIBLE FOR THE ENTIRE COST OF ANY SERVICE, REPAIRS OR CORRECTIONS NECESSARY AS A RESULT OF THE USE OF THIS SITE.

11. WARRANTIES AND LIMITATION OF LIABILITY

11.1 Dollar Cap. WITHOUT LIMITING SECTION 11.2, TO THE EXTENT PERMITTED BY LAW, THE CLTS PARTIES CUMULATIVE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE SITE, OR ITS INFORMATION, CONTENTS, OR MATERIALS WILL NOT EXCEED THE AMOUNT OF FEES YOU PAID CLTS IN THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR IF YOU USED THE SERVICES ON A FREE BASIS, THEN THE CLTS PARTIES’ LIABILITY WILL NOT EXCEED $10.00 CAD).

11.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE CLTS PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF DATA, LOSS OF REVENUE OR PROFIT, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, PERSONAL INJURY, LOSS OF LIFE, PAIN AND SUFFERING, OR EMOTIONAL DISTRESS, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF PRIVACY, OR ANY OTHER THEORY OF LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. GOVERNING LAW

12.1 Governing Law. The Site and these Terms is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle or rule and notwithstanding your domicile, residence or physical location.

13. DISPUTES & BINDING ARBITRATION

13.1 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 these Terms 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 these Terms, the Site (including its information, contents, and materials), or the other Aquanow services, 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.

13.2 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.

13.3 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.

13.4 Opt-Out. You may opt out of the above arbitration clause by following the procedure described in this paragraph. 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 these Terms, the Site (including its information, contents, and materials), or the other Aquanow services. To opt out, you must, within 30 days of accepting these Terms, deliver to CLTS a clear written statement indicating that you wish to opt out of the arbitration provisions in these Terms. The statement must contain: (a) your name; (b) your mailing address; (c) your telephone number; (d) your email address; and (e) your Account name on the Aquanow services (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

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

14. GENERAL

14.1 Force Majeure. No delay, failure, or default on the part of CLTS will constitute a breach of these Terms 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.

14.2 Survival. Sections 1.1, 1.2, 1.4, 2.3, 4.1, 4.3, 5, 6, 7, 8, 9 ,10, 11, 12, 13, and 14 and all other provisions of these Terms which must survive termination to fulfill their purpose, will survive termination or expiration of these Terms.

14.3 No Third-Party Beneficiaries. 

(a) Except as set forth in Paragraph 14.3(b), the parties do not confer any legal, equitable or other rights or remedies of any nature whatsoever under or by reason of these Terms upon any person other than the parties to these Terms and their respective successors and permitted assigns.

(b) The parties hereby designate each of the Indemnified Associates as third-party beneficiaries of Sections 9 having the right to enforce that Section. The parties hereby designate each of the CLTS Parties as third-party beneficiaries of Sections 10 and 11 having the right to enforce those Sections.

14.4 Relationship. The relationship between the parties is that of independent contractors. Nothing contained in these Terms 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.

14.5 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.

14.6 Headings. The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms.

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

14.8 Assignment. We may assign these Terms in part or in their entirety, including our rights, interests, and obligations hereunder, without notice to you or your consent. These Terms are personal to you and you may not assign these Terms nor your rights, interests, or obligations under these Terms to any person without our express written consent.

14.9 Entire Agreement. These Terms, together with our Privacy Policy, Risk Disclosure Statement, Additional Terms (if any), 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.

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

14.11 Enurement. These Terms will enure to the benefit of and be binding upon the parties to these Terms and their respective successors, heirs, and permitted assigns.

14.12 Equitable Relief. You hereby acknowledge and agree that any breach by you of these Terms 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 13, 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 these Terms.

14.13 Interpretation.  For the purposes of these Terms: (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 these Terms 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, these Terms, (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 thereto and any regulations promulgated thereunder; (e) the Schedules referred to herein will be construed with, and as an integral part of, these Terms to the same extent as if they were set forth verbatim herein; (f) Section and Schedule headings do not affect the interpretation of these Terms; (g) words in the singular include the plural and those in the plural include the singular; and (h) a reference to “writing” or “written” includes email, unless otherwise stated.

14.14 Notice. We may give you notice at the email address (or if no email address, other contact information) you provide to CLTS during the registration process or at your last known address. Except as otherwise stated herein, you may only give us notice by letter at:

CLTS Technologies Ltd.

1055 West Georgia Street, Suite 2146
Vancouver, British Columbia, Canada
V6E 3P3

Privacy Policy

March 22, 2021

This Privacy policy ("Privacy Policy") together with our Terms of Service sets out the basis on which any Personal Information we collect from you ("you", "your", or "client"), or that you provide to us, will be processed by us. By "Personal Information", we mean any information which, either alone or in combination with other data, enables you to be directly or indirectly identified, for example your name, email address, username, contact details or any unique identifier such as an IP address, device ID or other online identifier.

Please read the following carefully to understand what data we collect, how that data is used and the ways it can be shared by us. If you do not wish for your Personal Information to be used in the ways described within this Privacy Policy then you should not access or use the website, services, functions, or features offered from time to time on the Services.

Information we collect:

Any information about you that you give us by registering for an Aquanow account or corresponding with us by phone, e-mail or otherwise. The information may include but is not limited to your name, address, telephone number, credit card information, certain financial information, your email address and transaction history including records of payments made.


Purposes for which we collect your Personal Information:

We generally use your Personal Information for the following purposes:

  • to properly identify you;
  • to deliver products and services to you;
  • to understand your needs and your eligibility for products and services;
  • to establish and maintain a responsible commercial relationship with you;
  • to develop, enhance, and market products and services, and provide products and services to you;
  • to process billing and collection of any fees;
  • to conduct surveys and get feedback from you;
  • to meet our legal and regulatory requirements;
  • to process your inquiries or respond to questions, comments or concerns regarding Aquanow;
  • to recruit for positions at Aquanow;

It is important that the Personal Information we hold about you is accurate and current. Please keep us informed if your Personal Information changes during your relationship with us.

Security and Confidentiality:

Aquanow is committed to protecting your privacy. Internally, only people with a business need to know Personal Information, or whose duties reasonably require access to it, are granted access to clients’ Personal Information. Such individuals will only process your Personal Information on our instructions and are subject to a duty of confidentiality.


Cookies Data:

We use cookies and similar tracking technologies to track the activity on our Services and we hold certain information. Cookies are files with a small amount of data which may include an anonymous unique identifier. Cookies are sent to your browser from a website and stored on your device. You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent.


Examples of Cookies we use:

  • Necessary cookies - these are used for technical reasons and are necessary to enable the Services to operate efficiently so that you can navigate the Services with ease and use specific features. These include, for example, cookies that help us to debug any errors. If these cookies are blocked or disabled, some of the Services may not operate effectively.
  • Preference cookies - these are used to improve the functionality of the Services and make it easier to use. They help us to identify you as a repeat user of the Services and help us remember your preferences (for example, your choice of language or region).
  • Analytical - these record your visit to our Services, the pages you have visited and the links you have followed. We will use this information to make the Services and the advertising displayed on it (if any) more relevant to your interests. We may also share this information with third parties for this purpose.


Contact Us:

If you should have any questions or concerns regarding this Privacy Policy, please contact us via legal@aquanow.io.


API License Agreement

March 8, 2021

This Aquanow API Terms of Service (this "Agreement") is an agreement between CLTS Technologies Ltd. ("CLTS” “we” “us” “our”) and you. You must first read and agree to the terms of this Aquanow API Terms of Service before accessing or using the Aquanow API or other Aquanow Materials.

You also agree that your use of the Aquanow APIs and other Aquanow Materials is also subject to the Aquanow User Agreement and the Aquanow Terms of Service at https://aquanow.io/terms/, and that those agreements are hereby incorporated into this Agreement by reference. 

1. INTRODUCTION

1.1 Binding Agreement. By submitting an Application for API Credentials, you acknowledge and agree that (i) you have read and understand this Agreement, and (ii) if your Application for API Credentials is accepted by CLTS, this Agreement will, immediately upon such acceptance, become a legally binding agreement between you and CLTS. Among other things, this Agreement governs your access and use of the Aquanow Materials.

1.2 Your Confirmations. 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.

1.3 Modifications to Agreement. We reserve the right in our in our sole discretion to revise and update this Agreement from time to time by posting the modified version on our Website or by emailing you with the modified version at the email address we have on file for your account with us. Any and all such modifications are effective immediately upon posting and apply to all continued use of the Aquanow Materials. You agree to periodically review this Agreement in order to be aware of any such modifications and your continued use of the Aquanow Materials constitutes your acceptance of such modifications. Your only recourse if you disagree with any modifications to this Agreement is to discontinue use of the Aquanow Materials and terminate this Agreement as provided in Section 12.

1.4 Modifications to the Aquanow API. The Aquanow API, including any functionalities and features, 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 Aquanow API is restricted to certain users or applications or is unavailable at any time or for any period. CLTS may release new versions of the Aquanow API and may require you to cease use of out-of-date versions of the Aquanow API.

2. DEFINITIONS & INTERPRETATION. 

2.1 Definitions. The following words have the following meanings:

(a) “Affiliate” means a Person directly or indirectly controlled, controlling, controlled by, or under common control with CLTS. “control” for the purpose of this definition shall mean, with respect to any person or entity, the right to exercise or cause to be exercised at least fifty per cent (50%) of the voting rights in such Person.

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

(c) “Application for API Credentials” means an application, in the form approved by CLTS from time to time, for access to the Aquanow API and acquisition of API Credentials.

(d) “Aquanow API” means the: (a) application programming interface made available by CLTS that allows other software or hardware devices to interface with the Aquanow Service Software; (b) example source code provided by CLTS that enables interfacing the Aquanow Service Software; and (c) the Documentation.

(e) “Aquanow Links" mean webpage URLs, banners, or button advertisements, or other graphical or text elements, provided by CLTS though an Aquanow API and containing one or more CLTS Marks or a link to a page on our Website.

(f) "Aquanow Materials" mean the Aquanow API, Aquanow Links, CLTS Marks, Documentation, and CLTS Data.

(g) “Aquanow Services” means the products, services, and technologies provided by CLTS related to the sourcing and delivering liquidity for the purchase and sale of Digital Assets.

(h) “Aquanow Service Software” means the software application or applications and any other CLTS or third-party software application or applications that CLTS provides remote access to, and use of, to enable CLTS clients to access and use the Aquanow Services.

(i) “Authorized User” has the meaning set forth in the Aquanow User Agreement.

(j) “Authorized Application” means a software application designed to access and use the Aquanow Services via the Aquanow API, such as: (i) a website or client-based application, mobile application, or desktop application; (ii) the components of your gateway server designed to enable access to the Aquanow Services; or (iii) interfaces or any other technological means used to access the Aquanow Services via the Aquanow API.

(k) "CLTS Data" means the data, information, and other materials and content made available by CLTS through the Aquanow APIs.

(l) “CLTS Marks" means CLTS’ trademarks, trade names, service marks, and logos, including “Aquanow”. 

(m) “CLTS Parties” means CLTS, its Affiliates and its and their respective employees, agents, officers, directors, third-party licensors, service providers, successors, and assigns.

(n) “Customer” has the meaning set forth in the Aquanow User Agreement.

(o) “Documentation” means any instructions or documentation that CLTS makes available that assist with access or use of the Aquanow API.

(p) “End Users” means the Persons who use your Authorized Applications, including your Authorized Users and Customers. 

(q) “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. 

(r) “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 hereunder and the cost of pursuing any insurance providers.

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

(t) “Personnel” means your employees and contractors.

(u) “Website" means the website located at https://trade.aquanow.io/

2.2 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 thereto and any regulations promulgated thereunder; (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; and (h) a reference to “writing” or “written” includes email, unless otherwise stated

3. ACCESS AND USE OF AQUANOW API AND OTHER AQUANOW MATERIALS

3.1 License. Subject to, and conditional on your compliance with, the terms and conditions of this Agreement, and further conditioned on CLTS’ acceptance of your Application for API Credentials, CLTS grants you a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free license during the Term to (the “License”): (a) use the Aquanow API to develop and support Authorized Applications; (b) to access and use the Aquanow API through your Authorized Applications; and (c) allow your End Users to access the Aquanow Services via your integration of the Aquanow API in your Authorized Applications. All rights not expressly granted to you are reserved by CLTS. The License will terminate automatically if you breach this Agreement. 

3.2 Limits on Use of Aquanow API. CLTS may place limits on your use of the Aquanow API. Without limiting the foregoing, CLTS may limit the number API queries or requests that may be submitted by your Authorized Applications per period of time specified by CLTS (e.g. a day or an hour).

3.3 Other Limitations and Restrictions. You shall not, and shall not permit any End User to access or use the Aquanow Materials (which for clarity, includes the Aquanow API) except as expressly permitted by this Agreement, and in the case of third-party materials incorporated in the Aquanow API, the applicable third-party license agreement.  For purposes of clarity and without limiting the generality of the foregoing, you shall not, except as this Agreement expressly permits:

(a) permit access to the Aquanow APIs and other Aquanow Materials except through the Authorized Applications; 

(b) make available the CLTS Data or results of the Aquanow API through any means other than the Authorized Applications;

(c) reproduce, distribute, publicly display, or publicly perform the CLTS Data outside of your Authorized Applications;

(d) data mine, scrape, index the Aquanow Services or any CLTS Data, or otherwise construct databases using the Aquanow Data;

(e) use the Aquanow API in any manner that damages, destroys, disrupts, disables, impairs, interferes with or otherwise impedes or harms in any manner the Aquanow Services, CLTS’s provision of the Aquanow Services to any Person (in whole or in part), or the systems, servers, or infrastructure upon which the Aquanow Service Software operates;

(f) input, upload, transmit or otherwise provide to or through the Aquanow Services or Aquanow API any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful or malicious code;

(g) bypass or breach any security device or protection used by the Aquanow Services or Aquanow API or access or use the Aquanow API other than through the use of your then-valid API Credentials;

(h) remove, delete, alter or obscure any trademarks, specifications, Documentation, EULA, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Aquanow Materials, including any copy thereof;

(i) access or use the Aquanow API for purposes of competitive analysis of the Aquanow Services, 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;

(j) without limiting Section 3.3(i), access or use the Aquanow Materials for the purpose of encouraging CLTS customers to reduce or cease their business with CLTS, except in connection with the use of your Authorized Applications; 

(k) make more requests or calls to the Aquanow API than minimally necessary to provide the desired and reasonable functionalities of your Authorized Applications;

(l) use an unreasonable amount of data when using the Aquanow API or otherwise overburden the Aquanow Service Software or its related systems;

(m) use any CLTS Data for the purposes of marketing or advertising; 

(n) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Aquanow API to any Person except you may provide your Personnel with access to the Aquanow API but only as an integrated component of an Authorized Application and only in accordance with this Agreement;

(o) access or use the Aquanow Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property rights 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 in any manner or for any purpose that violates any applicable Law (including unlawful gambling and the distribution of spam); 

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

(q) substantially reproduce or replicate the Aquanow Services or otherwise develop applications that compete with the Aquanow Services; or

(r) use the Aquanow API in any manner that, in the sole and arbitrary discretion of CLTS, could expose CLTS or any other Person to undue risk of harm or credit risk.

3.4 Privacy and Data Protection Requirements.

(a) You shall comply with all appliable Laws related to your use of the Aquanow Materials, including all privacy and data protection laws. Without limiting the foregoing, you shall:

(i) obtain all necessary consents from all End Users in respect of the personal information of such End Users that you collect or use through the Authorized Applications, including, such consents as necessary to enable CLTS to process such End Users personal information for the purposes of providing the Aquanow Services;

(ii) ensure your data is stored securely, using appropriate physical, technical, and organizational security controls;

(iii) implement appropriate data retention and deletion policies;

(iv) maintain a privacy policy applicable to your End Users that is not less protective of your End User’s personal information than the Aquanow Privacy Policy and that complies with applicable laws;

(v) notify your End Users of your privacy policy and the Aquanow Privacy Policy

(vi) provide access to your privacy policy through your Authorized Application; and

(vii) handle and use the personal information of your End Users in accordance with applicable law and your privacy policy.

(b) If you discover a security vulnerability or data breach respecting your Authorized Application or any personal information collected from End Users, you shall promptly (and in any event no later than 24 hours after such discovery) provide CLTS with comprehensive details of such vulnerability or breach (and in no event with fewer details than necessary to enable CLTS to comply with its obligations under applicable privacy laws) and, at your own expense, you shall, subject to any reasonable instructions provided by CLTS: (i) promptly remedy or remediate such vulnerability or breach; (ii) investigate the cause of vulnerability or breach; and (iii) make such notifications to affected parties as required by law.

(c) 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 security vulnerability or data breach respecting your Authorized Application or any personal information collected from End Users.

(d) No joint controller or processor-subprocessor relationship arises between you and CLTS merely as a consequence of this Agreement.

3.5 Other Requirements.

(a) You shall ensure that queries to the Aquanow API contain all required parameters.

(b) You shall comply with the following, to the extent applicable, as set forth in the Documentation:

(i) The API access frequency is constrained by the default rate limit listed on the online API documentation

(ii) as well as any other special requirements set forth in the Documentation;

(c) You shall ensure that the use or display of the Aquanow Materials does not suggest that CLTS promotes or endorses you or any third party or the causes, ideas, websites, products or services of you or any third party.

(d) You shall permit CLTS, or an auditor appointed by CLTS, to audit your use of the Aquanow API and to access to your Authorized Applications, including source code, for the purpose of verifying your compliance with this Agreement and you shall cooperate in any such audits. You shall promptly and accurately respond to any questions CLTS may have related to your compliance with this Agreement. This Section 3.5(d) will survive for three years after termination of this Agreement.

(e) You shall make reasonable efforts to prevent unauthorized access to or use of the Aquanow Materials and your API Credentials. CLTS is not responsible or liable for any unauthorized use of your API Credentials.

(f) You are responsible for all charges incurred as a result of use of the Aquanow Services through your API Credentials, irrespective of whether such use was authorized.

(g) You shall monitor use of the Authorized Applications to ensure all use is authorized. 

(h) All use of the Aquanow Services through the Aquanow API is subject to the Aquanow User Agreement.

3.6 Open Source Components. Notwithstanding Section 3.1, you acknowledge that certain components of the Aquanow API may contain components licensed under “open source” software licenses, which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including without limitation, any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format (such component, “Open Source Components”). A list of the Open Source Components and their corresponding open source licenses will be available through the Documentation. To the extent required by the applicable open source licenses covering the Open Source Components, your use of the Open Source Components will be subject and governed by the terms and conditions of the applicable open source licenses. To the extent the terms of licenses applicable to Open Source Components prohibits any of the restrictions in this Agreement with respect to such Open Source Component, such restrictions will not apply to such Open Source Component. To the extent the terms of the license applicable to the Open Source Components require CLTS to provide you with source code for such Open Source Components, such offer is hereby made, and you may exercise such offer by contacting CLTS at legal@aquanow.io. You hereby confirm that you have received all required license notices for Open Source Components included in your initial download of the Aquanow API.

4. No Support.

Nothing in this Agreement or otherwise obligates CLTS to provide support, upgrades, or maintenance for the Aquanow API.

5. Confidentiality & Public Announcements.

5.1 Confidentiality. During the Term, CLTS may provide you with confidential or non-public information (“Confidential Information”). The API Credentials and Documentation are deemed the Confidential Information of CLTS. You shall keep and maintain all Confidential Information in strict confidence and shall protect the Confidential Information with at least the same degree of care (and in any event no less than reasonable care) that you use to protect your own confidential and proprietary information. You shall not disclose or permit your Personnel to disclose any Confidential Information (or summaries thereof) to the public or any Person except to your Personnel, but only to the minimal extent necessary to permit such Personnel who need to know the Confidential Information to assist you with developing, supporting, and maintaining your Authorized Applications, on the condition that you shall:

(a) prior to any such disclosure:

(i) inform your Personnel of the confidential nature of the Confidential Information; and

(ii) ensure that your Personnel are subject to confidentiality duties or obligations to it which are no less restrictive than the terms and conditions of this Agreement and which limit any further disclosure or use of the Confidential Information (the “Personnel Confidentiality Obligations”)

(b) be responsible for any breach of this Agreement, the Personnel Confidentiality Obligations, or unauthorized disclosure of the Confidential Information by your Personnel. Such responsibilities include indemnifying and defending CLTS against all Losses CLTS may incur as a result of any such breach or unauthorized disclosure by your Personnel. 

5.2 No Public Announcements. You shall not make any statement (whether oral or in writing) in any press release, external advertising, marketing, or promotion materials regarding CLTS, the Aquanow Materials, or CLTS’ business unless: 

(a) you have received the express written consent of CLTS; or 

(b) you must do so as required by Law or the rules of any stock exchange to which you are subject.

This Section 5.2 will survive for five years following termination of this Agreement.

6. Intellectual Property. 

6.1 Ownership. You acknowledge that CLTS now and at all times hereafter is the exclusive owner of all right, title and interest in and to all Aquanow Materials other than the Open Source Components; and that you receive and acquire no licenses with respect to any Aquanow Materials except as expressly granted in this Agreement. You shall not assert any copyright, trademark or other intellectual property ownership or other proprietary rights in or to any Aquanow Materials, or any part of these items or in any derivative work of these items.  Except for the right to use the Aquanow Materials as set forth in this Agreement, nothing contained in this Agreement will be construed to grant you any right, title or interest in or to any intellectual property of CLTS, and you are prohibited from making any use thereof of any nature except as expressly authorized in this Agreement.  You shall not adopt, use or attempt to register any trademarks or trade names that are confusingly similar to the CLTS Marks (as determined by CLTS in the exercise of its reasonable business judgment) or in such a way as to create combination marks. 

6.2 CLTS Marks. Under no circumstances may you use any CLTS Marks for any purpose other than the placement of Aquanow Links on your Authorized Applications in accordance with this Agreement.  You shall not enter any agreement with a third party for the purchase of traffic involving keywords that are identical to or similar to any of CLTS's Marks.

7. Your Representations and Warranties. 

7.1 You represent, warrant, and covenant as of the time you accept this Agreement and for the duration of your use of the Aquanow APIs that:

(a) you have full power and authority to enter into this Agreement;

(b) you are in compliance with all applicable Laws, if any, related to the performance of your obligations under this Agreement and the operation of your Authorized Application;

(c) your Authorized Applications have been designed to operate with the Aquanow API in a secure manner in accordance with best industry standards;

(d) your Authorized Applications have been developed in accordance with best industry standards, including security standards;

(e) you will handle all personal information collected by you in connection with your use of the Aquanow API in accordance with best industry standards, including security standards, and applicable Law;

(f) all information provided in your Application for Aquanow API Credentials is true, accurate, complete, and current, and that you shall promptly update such information if any of it becomes out of date or inaccurate; 

(g) you fully own (or are an authorized licensee), and control all of the development, maintenance and operation of, and content on, your Authorized Application (other than Aquanow Materials);

(h) all content and materials on your Authorized Application is owned or validly licensed for use by you or is in the public domain;

(i) none of the content on your Authorized Application is defamatory, constitutes obscenity, or violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy or publicity;

(j) none of the content and materials on your Authorized Application constitutes or results in any consumer fraud, product liability, breach of contract to which you are a party or which cause injury to any third party; and

(k) your Authorized Application does not contain or directly link to any objectionable material, as determined by CLTS in its sole discretion, but which includes pornography, unlawful gambling, obscene language or other obscene content, or support for violent or hate groups, or content that is abusive, illegal, hateful, harmful, harassing, or racially or ethnically discriminatory. 

8. DISCLAIMER OF WARRANTIES.

THE AQUANOW MATERIALS AND ALL OTHER PRODUCTS, INFORMATION, MATERIALS, AND SERVICES PROVIDED BY CLTS ARE PROVIDED "AS IS." CLTS HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE (INCLUDING ALL CONDITIONS AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON­INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CLTS MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE AQUANOW MATERIALS OR, OR ANY OTHER CLTS OR THIRD­PARTY GOODS, SERVICES, TECHNOLOGIES, OR MATERIALS (INCLUDING ANY SOFTWARE OR HARDWARE), OR ANY PRODUCTS OR RESULTS OF THE USE OF ANY OF THEM, WILL MEET YOUR OR ANY OTHER PERSONS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES, OR MATERIALS (INCLUDING ANY SOFTWARE, HARDWARE, SYSTEM OR NETWORK, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL OPEN­SOURCE COMPONENTS AND OTHER THIRD­PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY CONDITION, REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN YOU AND THE THIRD­PARTY OWNER OR DISTRIBUTOR OF SUCH OPEN­SOURCE COMPONENTS AND THIRD­PARTY MATERIALS. 

9. ASSUMPTION OF RISK AND LIMITATION OF LIABILITY.

9.1 Assumption of Risk. YOU ASSUME ALL RISK AND RESPONSIBILITY FOR YOUR AND YOUR END USER’S USE OF THE AUTHORIZED APPLICATIONS, THE AQUANOW MATERIALS, AND THE RESULTS OBTAINED FROM US THE AUTHORIZED APPLICATIONS OR AQUANOW MATERIALS. YOU ACKNOWLEDGE THAT USE OF THE AQUANOW API TO PLACE ORDERS AND EXECUTE TRADES MAY EXPOSE YOU TO TECHNICAL OR SECURITY RISKS AND HARMS, INCLUDING CONNECTIVITY ISSUES, HARDWARE MALFUNCTIONS OR FAILURES, SOFTWARE BUGS OR ERRORS, AND ATTACKS BY MALICIOUS ACTORS. THE CLTS PARTIES WILL HAVE NO LIABILITY TO YOU OR ANY OTHER PERSON FOR SUCH EVENTS OR ANY RELATED LOSSES.

9.2 Limitation of Liability. 

(a) Dollar Cap. WITHOUT LIMITING SECTION 10.2(b), IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF THE CLTS PARTIES UNDER OR IN RELATION TO THIS AGREEMENT, THE AQUANOW MATERIALS, OR THIS AGREEMENT’S OTHER SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED $10.00 CAD.

(b) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE CLTS PARTIES BE LIABLE UNDER OR IN RELATION TO THIS AGREEMENT, THE AQUANOW MATERIALS, OR THIS AGREEMENT’S OTHER SUBJECT MATTER, 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 AQUANOW API; (C) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA, OR SYSTEM SECURITY; OR (D) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER THE CLTS PARTIES 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. 

APPLICABLE 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 THE CLTS PARTIES TO LIMIT OR EXCLUDE THEIR RESPECTIVE LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, THE CLTS PARTIES’ LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10. Indemnification.

You will defend, indemnify and hold harmless CLTS from and against any and all losses, damages, costs, expenses (including legal fees), claims, complaints, demands, actions, suits, proceedings, obligations and liabilities (including settlement payments) arising from any third-party claim or action, resulting from, connected with, or relating to: (a) your use of the Aquanow Materials; or (b) your negligence, misconduct, or breach of this Agreement. Notwithstanding the foregoing, CLTS retains the right to participate in the defense of and settlement negotiations relating to any third party claim, complaint, demand, action, suit or proceeding with counsel of its own selection at its cost and expense

11. Term and Termination.

11.1 Term & Termination. The term of this Agreement (the "Term") will commence on the date your Application for API Credentials is accepted by CLTS and will continue until terminated by either party.  Either party may terminate the Agreement by giving written notice of such termination to the other party.  A termination by CLTS of your access to the APIs will be deemed a termination of the Agreement by CLTS.  CLTS may condition your continued use of the Aquanow Materials, and thus its agreement not to exercise its right to terminate the Agreement, on your compliance with additional conditions or requirements that are not set forth in this Agreement and that may not be applicable to other licensees of the Aquanow Materials. 

11.2 Effect of Termination. Upon the termination of this Agreement, you shall:

(a) immediately cease use of the Aquanow APIs and other Aquanow Materials; and

(b) destroy or permanently erase all Confidential Information in your possession or your control (subject to reasonable instructions provided by CLTS).  

11.3 Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of either of the Parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Sections 1.3, 1.4, 3.4(b), 3.5(d), 3.6, 4, 5, 6, 8, 9, 10, 11, 12.2, 12.3, and 13.

12. Miscellaneous 

12.1 Governing Law. This Agreement is 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.

12.2 Disputes and Controversies. Disputes and controversies between the parties concerning this Agreement or the Aquanow API will be adjudicated and resolved as set forth in the Aquanow User Agreement.  

12.3 No Third-Party Beneficiaries. 

(a) Except as set forth in Section 13.3(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 Parties as third-party beneficiaries of Section 10 having the right to enforce that Section.

12.4 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.

12.5 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.

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

12.7 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.

12.8 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.

12.9 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, in equity, by statute, in any other agreement between the parties or otherwise. 

12.10 Entire Agreement. This Agreement, together with our Privacy Policy, Aquanow API Terms of Service, the Aquanow Terms of Service, Additional Terms (if any), 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.

12.11 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 vente et tous les documents connexes soient rédigés en anglais.

12.12 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.

12.13 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 13.2, 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.

12.14 Notices. Except as expressly provided in this Agreement, legal notices shall be provided by each party in the manner permitted or required in the Aquanow User Agreement. 

Risk Disclosure Statement

March 8, 2019

This Risk Disclosure Statement forms part of our Aquanow User Agreement. Capitalized terms not defined in this Risk Disclosure Statement have the meanings provided in the Aquanow User Agreement. By using our Services, you acknowledge and agree with the following:

Trading and investing in digital assets is inherently risky and may result in financial loss. It is important that you fully understand the risks involved with digital asset trading and investing before deciding to execute any digital asset trades. This Risk Disclosure Statement is not a complete statement of all risks involved in digital asset trading. It is your responsibility to educate yourself as to all risks applicable to digital asset trading and investing.  Virtual currency trading and investing involves risk to your capital. Always ensure that you have adequate financial resources to bear the risks involved in digital asset trading and investing and that you monitor your positions carefully.  You should not invest money that you cannot afford to lose. This risk disclosure statement cannot and does not disclose all risks and other aspects involved in holding and trading digital assets, but sets out some of the principal risks involved with digital asset trading and investing:

1. Market Risk

The market for digital assets is still new and uncertain. No one should have funds invested in digital assets or speculate in digital assets that they are not prepared to lose entirely. Digital assets are subject to frequent and extreme price fluctuations. Whether the market for one or more digital assets will move up or down, or whether a particular digital asset will lose all or substantially all of its value, is unknown. This applies both to traders that are going long and to traders that are shorting the market. Participants should be cautious about holding digital assets.

2. Liquidity Risk

Markets for digital assets have varying degrees of liquidity. Some are quite liquid while others may be thinner. Thin markets can amplify volatility. There is never a guarantee that there will be an active market for one to sell, buy, or trade digital assets or products derived from or ancillary to them. Furthermore, any market for digital assets may abruptly appear and vanish. You acknowledge it may not be possible to liquidate your digital assets. 

3. Legal Risk

The legal status of certain digital assets may be uncertain. This can mean that the legality of holding or trading them is not always clear. Whether and how one or more digital assets constitute property, or assets, or rights of any kind may also seem unclear. Participants are responsible for knowing and understanding how digital assets will be addressed, regulated, and taxed under applicable law.

4. Exchange Risk (Counterparty Risk)

Having digital assets on deposit or with any third party in a custodial relationship has attendant risks. These risks include security breaches, risk of contractual breach, and risk of loss. Participants should be wary of allowing third parties to hold their property for any reason.

5. Trading Risk

In addition to liquidity risks, values in any cryptocurrency marketplace are volatile and can shift quickly. Participants in any digital assets market are warned that they should pay close attention to their position and holdings, and how they may be impacted by sudden and adverse shifts in trading and other market activities.

6. Settlement Risk

CLTS Technologies Ltd. (“CLTS”) and its affiliates make absolutely no guarantee on the settlement times of digital assets and/or fiats, while CLITS operates in a capacity which attempts to optimize settlement times for its clients.

7. Risk of Loss

Digital assets can become irretrievably lost if you forget or lose your password or private keys to your digital assets. 

8. No Investment Advice or Fiduciary Relationship

Any opinions, news, research, analyses, prices, or other information contained on the Aquanow services are provided as general market commentary, and do not constitute investment or trading advice or any other type of professional advice. CLTS will not be responsible for any loss arising from any investment or trade based on any information provided on the Aquanow services or by CLTS or any of its representatives. You confirm that all trades you make are made without reliance on any information or advice that CLTS or its representatives may have provided to you. 

You are solely responsible for evaluating the suitability and commercial reasonableness of your trades. 

You acknowledge that CLTS is not in a fiduciary relationship with you. 

9. Protection and Treatment of Digital Assets and Fiat Currency Held in Your Account

Your account with CLTS is not a deposit or investment account. Digital assets and fiat currency deposited or otherwise held in your account are not protected by the Canadian Investor Protection Fund, other similar funds or insurance, or any other government backed investor or account balance protection program. CLTS is not a bank, credit union, trust, or any other type of financial institution. Digital assets and fiat currency held in your account will not accumulate interest. 

10. Additional Risk and Information

This Risk Disclosure Statement cannot and does not disclose all risks associated with digital asset storage and trading through the Aquanow services. Consequently, you should take time to become adequately educate yourself of digital asset storage and trading, and of the technologies underlying digital assets, before making deposits or trades on the Aquanow services. As appropriate, you should also seek third-party expert advice prior to using the Aquanow services.  

Several federal agencies have also published advisory documents surrounding the risks of digital assets. For more information see publications from the Canadian Securities Administrators, the Consumer Financial Protection Bureau, the Financial Industry Regulatory Authority and the Securities and Exchange Commission.

Terms of Service (valid until April 6th, 2021)

March 6, 2020

These Terms of Service are a legally binding agreement between you and CLTS Technologies Ltd. (“Aquanow”, “us”, “we”, “our”). The Aquanow Platform includes our the website https://aquanow.io/ (the “Website”) and its associated products, services, and content, the API  and any other products or services we or our Affiliates may provide you (collectively, the “Platform”).  Please read these Terms of Service carefully before accessing or using the Aquanow Platform.

The Risk Disclosure Statement is incorporated into these Terms of Service by reference and the Terms of Service should be read in conjunction with the Privacy Policy. In the event of any inconsistency between these Terms of Service and any other pages, policies, terms, conditions, licenses, limitations, or obligations contained within or on Aquanow, these Terms of Service shall prevail.

You accept and agree to be bound by these Terms of Service when you: (a) access or use any of the Platform; (b) click or tap a button, or check a box, indicating you accept these Terms; or (c) when, during the registration or sign-in process, you use some other industry standard mechanism for indicating acceptance of these Terms. By accepting these Terms, you agree with our Privacy Policy and Risk Disclosure Statement .

If you do not agree to be bound by these Terms of Service or with any subsequent amendments, changes, or updates, you may not use any of the Platform, and if you do use any of the Platform you will be bound by the Terms of Service, as amended; your only recourse in the case of your unwillingness to be bound by these Terms of Service is to stop using all of the Platform.

Aquanow may amend these Terms of Service from time to time by posting an amended version at the Website and sending you written notice thereof. Such amendment will become effective 14 days after such notice. Your continued use of the Platform after such 14-day notice period will confirm your consent to such amendment. These Terms of Service may not be amended in any other way except through a written agreement by an authorized representatives of each party.

If you are signing-up for or using the Platform on behalf of an entity (e.g. a company), then you represent and warrant that you: (a) are an authorized representative or agent of that entity with the authority to bind such entity to these Terms of Services; and (b) accept these Terms of Service on behalf of such entity. In such a circumstance, the words “you”, “your” and “yourself” as used in these Terms of Service will refer to and apply to both that entity and you personally.

1. Definitions

“Affiliate” means, in relation to either party, a direct or indirect subsidiary of the party, a holding company of the party, and any other subsidiary of that holding company;

2. Licence to Use the Platform

If you comply with these Terms of Service, Aquanow grants you the limited right to use the Platform. The right to use the Platform is a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable, limited licence, and it is subject to the limitations and obligations in these Terms of Service. Nothing in these Terms of Service gives you any licence (other than as set out in this paragraph), right, title, or ownership of, in, or to the Platform, or the Aquanow Marks. Aquanow may suspend or terminate the Platform to you, your Cryptocurrencies Wallet, or to any of your Cryptocurrencies Address at its sole discretion, as required by applicable Laws or where Aquanow determines that you have violated, breached, or acted inconsistent with any of these Terms of Service.

3. Risks and Limitation of Liability

This paragraph is in addition to the Risk Disclosure Statement . Trading markets in Cryptocurrencies are volatile and shift quickly in terms of price, liquidity, market depth, and trading dynamics. You are solely responsible and liable: for any and all trading and non-trading activity on the Platform and for your Cryptocurrencies Wallet on the Platform; and, for knowing the true status of any position or contract with any other party on the Platform, even if presented incorrectly by the Platform at any time. You acknowledge and agree: to be fully responsible and liable for your trading and non-trading actions and inactions on the Platform and all gains and losses sustained from your use of the Platform and any of the Platform; and, to be fully responsible for safeguarding access to, and any information provided through, the Platform and any of the Platform, including, but not limited to, Cryptocurrencies Wallet, Cryptocurrencies Address, private keys, usernames, passwords, and bank account details. There is no guarantee against losses on the Platform.

4. Trading, Deposits, Withdrawals, and Fees

All orders confirmed by you are deemed final and are non-reversible by you. Aquanow will not be responsible for losses induced by mistyped or otherwise wrongly placed orders. An open order may be cancelled at any time by you but Aquanow makes no guarantee on whether that order will be cancelled before execution. Cryptocurrency deposits are subject to a minimal number of confirmations by the applicable blockchain before being fully credited to your account. Aquanow shall attempt to process withdrawals and deposits in a timely manner but Aquanow makes no guarantee pertaining to the timing of those transfers. Aquanow is not responsible for losses and liabilities induced by delayed transfers. Irrespective of the nature and form of any withdrawal request, whether initiated by you or otherwise, Aquanow reserves the right to process and send withdrawals using money or any one or more Cryptocurrencies. In the course of processing and sending any withdrawals in money or one or more Cryptocurrencies, or when processing and receiving deposits, Aquanow may be required to share your user information with other contractual third parties, including financial institutions, or as required under applicable Laws or demanded upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for Aquanow to share this information with such contractual third parties, or as required under applicable Laws or demanded upon a lawful request by any Government, and release Aquanow from any liability, error, mistake, or negligence related thereto.

You shall pay to Aquanow the fees for the products or services you purchase from Aquanow or otherwise use through the Platform in the amounts and at the times specified in the pricing and payment terms presented to you for those products or services. 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 you declare that you authorize us (or our third-party payment processor) to charge your payment method for all applicable fees. You also authorize us to deduct fees owed by you to us from the balance of your order for any cryptocurrency trade or from your account on the Platform. Except as required by applicable law, all fees paid by you to us are non-refundable and non-returnable. You are responsible for paying all goods and services, harmonized sales, sales, service, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial, state, or territorial governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on Aquanow’s income.

5. Prohibited Uses

You may not:

5.1 use the Platform in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in, any Cryptocurrencies, Fiat, funds, property, or proceeds;

5.2 use the Platform to evade taxes under the Laws of Canada, or any other jurisdiction(s) applicable to you or the Platform;

5.3 trade on the Platform with anything other than Fiat, funds, keys, property, or Cryptocurrencies that have been legally obtained by you and that belong to you;

5.4  trade using misleading or inaccurate information presented to the Platform or take advantage of any technical glitch, malfunction, failure, delay, default, or security breach;

5.5 use the Platform to: (i) engage or attempt to engage in wash trading, spoofing, fictitious trading or price manipulation; (ii) enter orders or quotes with the intent to disrupt, or with reckless disregard for the adverse impact on, the orderly conduct of trading or the fair execution of transactions; or (iii) entering orders or quotes with the intent of creating the false impression of market depth or market interest;

5.6 falsify or materially omit any information or provide misleading or inaccurate information requested by Aquanow, including at registration or during the course of administering any Platform to you;

5.7 cause injury to, or attempt to harm, Aquanow or any third party through your access to the Platform;

5.8 violate, cause a violation of, or conspire or attempt to violate these Terms of Service or applicable Laws.

Any use as described in this paragraph shall constitute a “Prohibited Use”. If Aquanow determines that you have engaged in any Prohibited Use, Aquanow may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. In addition, should your actions or inaction result in the imposition of economic costs to Aquanow, you shall pay an amount to Aquanow so as to render Aquanow whole, including without limitation, the amount of taxes or penalties that might be imposed on Aquanow.

6. Intellectual Property

All of the content , selection, compilation, arrangement and presentation of all materials, and the overall design of the Platform are copyrighted by Aquanow. Use of Aquanow content without our express prior written permission is strictly prohibited.

“Aquanow”, “aquanow.io”, the Aquanow logo, and any other trademarks used on the Platform are the property of Aquanow or other third parties. You agree not to appropriate, copy, display, or other content without express, prior, written permission from Aquanow, including without limitation, as a domain name, as social media profile/handle, on a website, in an advertisement, as or in connection with a phone number, as or in connection with an email address, in Internet search results, in meta data or code, or in any other manner.

7. Privacy

We may collect your personal information set out in Privacy Policy via the Platform.

8. Right to Terminate

We may at any time without notice or liability decide to alter, amend, restrict, modify, or terminate the Platform or any functionality or portion of the Platform, all in our sole discretion, and you understand that there is no guarantee that the Platform or any portion or functionality of it will continue to operate or be available for any particular period of time, including removing, adding, modifying, or changing the availability of, restricting access to, or imposing limits on any or all features on, or links to, the Platform. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Platform at any time without notice, but confirm that we have no duty to do so. We may terminate these Terms of Service with you at any time.

9. Disclaimer of Warranties, Assumption of Risks

  • ASSUMPTION OF RISK. YOU UNDERSTAND AGREE THAT YOUR ACCESS AND USE OF THE PLATFORM, AND ANY CRYPTOCURRENCY TRADING YOU CONDUCT THROUGH THE PLATFORM, IS AT YOUR OWN RISK. YOU DECLARE THAT YOU ARE AWARE OF THE RISKS, DANGERS, AND HAZARDS ASSOCIATED WITH USE OF THE PLATFORM, CRYPTOCURRENCY TRADING, AND USE OF THE INTERNET,  WHICH MAY INCLUDE WITHOUT LIMITATION, HACKING, THEFT, LOSS, MISDELIVERY OR IRRETRIEVABILITY OF FUNDS (INCLUDING CRYPTOCURRENCIES), OR UNAUTHORIZED DISCLOSURE OR EXPOSURE OF DATA, AND YOU FURTHER DECLARE THAT BY USING THE PLATFORM YOU ASSUME ALL SUCH RISKS, DANGERS AND HAZARDS. AQUANOW HAS NO LIABILITY TO YOU OR ANY OTHER PERSON FOR UNAUTHORIZED ACCESS TO YOUR DATA OR FUNDS (INCLUDING CRYPTOCURRENCY).  AQUANOW OFFERS NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT YOUR DATA WILL NOT BE EXPOSED OR DISCLOSED THROUGH ERRORS OR THE ACTIONS OF THIRD PARTIES.
  • YOU ACKNOWLEDGE AND ASSUME THE RISK THAT INFORMATION STORED OR TRANSFERED THROUGH THE PLATFORM OR INTERNET MAY BECOME CORRUPTED, IRRETRIEVABLY LOST, INACCESSIBLE, OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING HARDWARE OR SOFTWARE FAILURES, TELECOMMUNICATION OUTAGES OR DEGRADATION, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, FORKS, FORCE MAJEURE EVENTS, HACKING, OR OTHER EVENTS INCLUDING THIRD PARTY DDOS ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE THE CONTROL OF AQUANOW.
  • NO PROFESSIONAL ADVICE. AQUANOW DOES NOT PROVIDE LEGAL, TAX, FINANCIAL, ACCOUNTING, OR INVESTMENT ADVICE, NOR DO WE PROVIDE TRADING TECHNIQUES, MODELS, ALGORITHMS, OR ANY OTHER RELATED SCHEMES, AND THE INFORMATION AND CONTENT PROVIDED THROUGH THE PLATFORM MUST NOT BE RELIED UPON AS A SUBSTITUTE FOR SUCH ADVICE.  YOU ARE SOLELY RESPONSIBLE FOR OBTAINING ADVICE FROM QUALIFIED PROFESSIONALS IN YOUR JURISDICTION PRIOR TO USING THE PLATFORM AND PRIOR TO MAKING ANY CRYPTOCURRENCY TRANSACTIONS.
  • DISCLAIMER OF WARRANTIES. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NEITHER AQUANOW NOR OUR AFFILIATES NOR AQUANOW’S OR OUR AFFLIATES’ RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS MAKES ANY WARRANTY, REPRESENTATION OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER AQUANOW NOR OUR AFFILIATES NOR AQUANOW’S OR OUR AFFILIATE’S RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED OR, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
  • NO UPTIME GUARANTEE. Aquanow does not guarantee 24x7 uptime availability of the Platform.  Without limiting the foregoing, you acknowledges that the Platform will be unavailable during: (a) downtime and scheduled upgrades; and (b) unavailability caused by circumstances beyond Aquanow’s reasonable control. Without limiting anything else herein, Aquanow has no liability for any downtime or unavailability of the Platform.

10. Limitation of Liability

  • Dollar Cap. WITHOUT LIMITING SECTION 10(b), TO THE EXTENT PERMITTED BY LAW, AQUANOW, OUR AFFILIATES, AND AQUANOW’S AND OUR AFFILIATES’ RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUBSIDIARIES, SUCCESSORS, AND ASSIGNS CUMULATIVE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR THE PLATFORM WILL NOT EXCEED THE AMOUNT OF SERVICE FEES YOU PAID US (OR IF YOU USED THE PLATFORM ON A FREE BASIS, THEN OUR LIABILITY WILL NOT EXCEED $1.00 CAD).
  • Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AQUANOW, OUR AFFILIATES, OR AQUANOW’S OR OUR AFFILIATES’ RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUBSIDIARIES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF DATA, LOSS OF REVENUE OR PROFIT, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF FUNDS (INCLUDING CRYPTOCURRENCIES), LOSS OF GOODWILL, CORRUPTION OR RECOVERY OF DATA OR FUNDS, PERSONAL INJURY, DEATH, PAIN AND SUFFERING, OR EMOTIONAL DISTRESS, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF PRIVACY, OR ANY OTHER THEORY OF LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Aquanow and the Aquanow Affiliates from and against any and all third party claims, suit, proceeding, liability, or cost arising out of or related to:

  • your access or use of the Platform;
  • violation of these Terms of Service by you or any person through your account;
  • your infringement or violation of third party intellectual property, privacy or publicity rights;
  • any loss, misdelivery, misappropriation, theft, interception, or irretrievability of your funds (including cryptocurrency);
  • negligence or more culpable act or omission (including recklessness or wilful misconduct) by you.

Your obligations set forth in this Section 11 include retention and payment of legal counsel and payment of court costs, as well as settlement at your expense and payment of judgments. Aquanow will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations.

12. Account Security

You acknowledge that you are solely responsible for maintaining the confidentiality of your account credentials (including any user names or passwords) and that you will be responsible for any loss resulting from any unauthorized use of your account. You agree to immediately notify us of any unauthorized use of your account. Similarly, you are responsible for verifying and maintaining the protection, security, and distribution of your account information, including account numbers, user names, and passwords. All liability relating to password management resides with you and under no circumstances, including negligence or misconduct, will we be liable for any damages that result from the use of your account.

13. Entire Agreement, Governing Law

These Terms of Service, together with our Privacy Policy, the Risk Disclosure Statement,  and any payment and pricing terms presented to you by us, constitute the sole and entire agreement between you and Aquanow regarding the Platform and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

These Terms of Service will be governed solely by the internal laws of the Province of British Columbia and the federal laws of Canada applicable therein, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws.

14. Disputes

Arbitration. If the courts in your jurisdiction will not permit you to consent to binding arbitration, then any legal suit, action, or proceeding arising out of or related to the Terms of Service or the Platform will be instituted exclusively in the courts of the Province of British Columbia, Canada, and you irrevocably submits 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 Aquanow arising out of or relating to these Terms of Service or Platform, you and Aquanow shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If you and Aquanow do not reach settlement within a period of 60 days, then such dispute shall be referred to and finally resolved by mandatory and binding arbitration under the International Commercial Arbitration Rules of Procedure of the British Columbia International Commercial Arbitration Centre. The appointing authority shall be the British Columbia International Commercial Arbitration Centre. The case shall be administered by the British Columbia International Commercial Arbitration Centre in accordance with its Rules. The place of arbitration shall be Vancouver, British Columbia, Canada. The number of arbitrators shall 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 British Columbia International Commercial Arbitration Centre, 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 or court order.

Waiver of Class Actions 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 Aquanow related to any claim and you also agree to opt out of any class proceedings against Aquanow. To the extent legally permissible, if a dispute arises between you and Aquanow, you hereby waive any right you may have to participate in a trial by jury with respect to that dispute.

15. Contact Information

If you have any questions regarding this agreement, contact Aquanow Support team at info@aquanow.io.