Terms of Use: Crosschain Association

1

1.1

1.2

1.3

You should also read our Privacy Policy at https://swap.chainflip.io/privacy, which is incorporated by reference into these Terms of Service. If you do not wish to be bound by these Terms of Service or by the terms of our Privacy Policy, you must not access or use the Services. ,

1.4

We may amend these Terms of Service or the Privacy Policy at our sole and absolute discretion without prior notice to you.

1.5

By using our Services, you agree, acknowledge and confirm that:

1.5.1

you have read and understood these Terms of Service (including, without limitation, the Privacy Policy) and you accept and agree to be bound by them (in each case as amended, varied or supplemented from time to time);

1.5.2

if you are a natural person, or a natural person representing a corporate entity, you are above the legal age of majority in all applicable jurisdictions;

1.5.3

if you are a representative of a legal person, that legal person is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation, and, if relevant under such laws, in good standing, and you are duly authorised to act on behalf of that legal person;

1.5.4

you have the capacity and authority to lawfully use the Services;

1.5.5

your access to and use of the Services is lawful in all applicable jurisdictions and does not breach or conflict with any law or regulation, or any order, direction, or condition of any governmental or investigatory authority to which you are subject;

1.5.6

you are acting on your own account and enter these Terms of Service as a principal and not as agent of any person or entity;

1.5.7

you have not previously been prohibited from access or using any of the Services;

1.5.8

any information you provide to us is true, complete and correct.

1.6

We may not make all Services available in all markets and jurisdictions, and may restrict or prohibit use of the Services in certain markets or jurisdictions. We may amend our policies with respect to Service availability in individual markets and jurisdictions from time to time at our sole and absolute discretion without prior notice, including (without limitation), where we consider it reasonably necessary to do so in order for us to comply with all applicable laws and regulations. We may implement controls to restrict access the Services (including, without limitation, automated technological controls and restrictions) from certain jurisdictions and you agree and acknowledge that we this may impact your use of the Services. You must not attempt in any way to circumvent any such restriction, including by use of any virtual private network to obfuscate your location. We are not responsible for any losses which may arise because you are not able to access or use the Services because of any action taken under this paragraph.

1.7

You are prohibited from using any of the Services if you and/or (if you are a corporation, partnership, firm or organisation) your controllers or shareholders (whether directly or indirectly) are subject to a sanctions regime (including sanctions administered or enforced by the United Nations or other relevant sanctions authorities), or have received any oral or written notice from any government or regulatory authority targeting you with sanctions, restrictions, penalties, enforcement action or investigation under any applicable laws or regulations (including, without limitation, AML/CFT, anti-corruption or economic sanction laws).

1.8

You must not market or promote the Services in any way which would breach any applicable laws or regulations. If you do create a link to, or otherwise disseminate or promote, any of our websites, our Services or any other material provided by us, you acknowledge that you are responsible for all direct or indirect consequences of such activity, and you indemnify us and each member of the CA Group immediately upon demand for all loss, liability, costs or expense arising from or in connection with it.

1.9

You acknowledge that:

1.9.1

our Services include an interface (the “Interface”) that is a web or mobile-based means of access to the Chainflip protocol, a decentralized protocol that allows users to trade certain compatible digital assets across supported blockchains (with its own application-specific blockchain) (the “Chainflip Protocol”). The Interface facilitates the transmission of transaction data, messages, other data and other information between users and the Chainflip Protocol and is only one of multiple means of accessing the Chainflip Protocol;

1.9.2

we control the Interface; we do not own or control the Chainflip Protocol and we are not responsible for its development, operations, functionality, availability or any other aspect of its behaviour (including any failure in respect of the foregoing), nor the acts or omissions of any other participant in the Chainflip Protocol (including liquidity providers or other users (whether they use the Interface or any other means of interacting with the Chainflip Protocol));

1.9.3

you understand that you are not buying or selling assets from us; we do not control or participate in liquidity provision or the execution of any transaction and we are not a party to any transaction that occurs via or in respect of the Chainflip Protocol;

1.9.4

to access the Interface, you must use a non-custodial wallet software, which allows you to interact with public blockchains; your relationship with that non-custodial wallet provider is governed by the applicable terms of service with the relevant provider; we do not have custody in respect of, any control over, or any power of disposal in respect of, your digital assets or any assets that are stored with or transferred via or otherwise interact with the Chainflip Protocol, or any swaps, orders, transactions, data transmission, or any other interaction with the Chainflip Protocol, by you or other users (whether they use the Interface or any other means of interacting with the Chainflip Protocol);

1.9.5

we may charge fees for the Services and these Services are separate from any other fees (including liquidity provider fees, network fees, gas, or any other fees) that may be incurred in using the Chainflip Protocol, over which we have no control and for which we are not responsible;

1.9.6

we are not a party to and do not facilitate any transaction that you enter into as a user of the Interface or the Chainflip Protocol, and any such transaction is not a payment transaction or otherwise a transfer of virtual currency to a third party, and we do not have any control over any such transaction or any role in the transfer of assets or the execution of any transaction.

2

2.1

2.2

You may use the Services only within the intended purpose and permitted use. You acknowledge that the primary the purpose of the Interface is to provide a means of access to the Chainflip Protocol. Any use for other purposes or particular misuse of the Services is not permitted.

2.3

The specific Services that we make available to you may be amended, varied, supplemented, suspended, withdrawn, or terminated at any time.

2.4

You must not use the Services to:

2.4.1

upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, fraudulent, harassing, insulting, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful or racist, that glorifies violence, is pornographic, unethical or otherwise prohibited or objectionable (in each case as determined by us in our sole discretion);

2.4.2

impersonate any natural or legal person, or falsely state or otherwise misrepresent your affiliation with a natural or legal person;

2.4.3

transmit or otherwise make available any content that you do not have a right to make available, that contains malicious software or viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment (including that owned, operated or controlled by us or by any third party), or to interfere with or disrupt the Services, and third party's products or services, or any software, servers or networks connected to any such services, including but not limited to hacking or bypassing any measures we or any third party may use to prevent unauthorised access;

2.4.4

engage in any activity that attempts to reverse engineer, disassemble, decompile, hack or extract any proprietary software used to maintain the Services;

2.4.5

breach any third party contracts or terms of use or services, or undertake any activity of any sort that is unlawful in any applicable jurisdiction and or breaches or conflicts with any law or regulation, or any order, direction, or condition of any governmental or investigatory authority to which you are subject.

2.5

You accept responsibility for all activities that occur from your devices in relation to the Services.

2.6

You acknowledge and agree that, to the extent permitted by applicable law, we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with, use of the Services by you or any third party, including (without limitation) as a result of any unauthorised access.

2.7

We have the right to implement changes to the Services and any associated software and functionality (including, without limitation, our website, API and any applications or interfaces that we may make available from time to time).

2.8

Without prejudice to any of our rights under these Terms of Service, or otherwise arising in law or equity, we may suspend or interrupt the provision of the Services, either entirely or partly, and without any liability to you:

2.8.1

where we consider that it is reasonably necessary for repairs, maintenance or other similar actions, including security updates, in which case we will endeavour to notify you of the interruption in advance to the extent reasonably possible;

2.8.2

if your actions or omissions relating to the use of the Services interfere with or prevent the normal operation of the Services or otherwise cause, or are likely to cause, harm, damage or other detrimental effects to the Services, us or any member of the CA Group or other users of the Services;

2.8.3

if there are reasons to suspect that there may be a security breach or threat (including with respect to any non-custodial wallet software that you use);

2.8.4

if you use the Software in breach of these Terms of Use or use the Services in violation of any applicable laws, regulations or regulatory provisions;

2.8.5

if you refuse to provide any information with respect to your identity, use of the Services, or Intellectual Property Rights, reasonably promptly following request; or

2.8.6

for any other reasons as we may determine from time to time.

3

3.1

We may from time to time charge fees for your use of or access to the Services (or any part of the Services). We reserve the right to change the amount of any fees in respect of the Services (and each part of the Services), and any features that are available for any fee amount or tier, any time (including with respect to individual users where, for example, we may offer alternative pricing and specific features). We will endeavour to give prior notice before any fees are levied in respect of your use of the Services.

3.2

We may offer a range of options for settling amounts due in respect of fees. Without prejudice to the foregoing, fees for using the Interface will generally be deducted from the assets for any swap transaction on the Chainflip Protocol (with such fees being collected automatically by the functionality of the Chainflip Protocol, rather than directly from you by us).

3.3

Where taxes are due by us in respect of fees payable by you, we may, at our option, increase the fee payable by you by the amount of such taxes.

3.4

You represent and warrant that: (i) any payment information you supply to us is true, correct and complete; (ii) you are duly authorised to use any payment method used by you; (iii) charges incurred by you will be honoured by the issuer of any payment method used by you; and (iv) you own and have the right to dispose of any assets that are used in settlement of any fees incurred by you.

3.5

We will use reasonable endeavours to display accurate price information; we reserve the right to correct any errors, inaccuracies, or omissions at any time.

3.6

We may engage third party service providers to process payments for our Services. You acknowledge and agree that we are not responsible for the services provided to you by such third party payment service providers. Your relationship with third party service providers is a separate legal relationship from your relationship with us and you agree to be bound by all relevant terms and conditions, agreements and policies (including, without limitation, with respect to data privacy) between you and each third party service provider.

4

4.1

We may provide information in the form of text, data, graphics, photographs and illustrations (including as a graphical representation of the data on our user interface) through any interface we deem appropriate, including: (i) representing such information extracted or derived from third party services; or (ii) where requested by you or initiated by us. We do not guarantee that you are able to take any action based on the information (including any prices) made available or retrieved during the use of the Services. We endeavour to ensure the accuracy and reliability of the information provided, but do not guarantee its accuracy, reliability, timeliness, completeness, performance or fitness for a particular purpose and accept no liability (whether in tort or contract or otherwise) for any loss or damage if you rely on information. Such information is provided “as is” and on an “as available” basis. Where any calculations are performed by us in connection with the Services, such calculations are final and conclusive.

4.2

We do not act as your agent, broker, adviser, trustee or fiduciary in any capacity. These Terms of Service do not create any partnership, joint venture, joint enterprise or similar business relationship with you. We do not purport to provide any ongoing services to you and your agreement to these Terms of Service does not create or suggest any ongoing business relationship pursuant to which we agree to provide any services on a continuing basis. None of the Services amounts to and no communication or information provided to you shall be deemed or construed to be investment or financial advice. We have no obligation to, and shall not, provide you with any investment, financial, legal, tax, accounting or other advice. You should conduct your own due diligence and consult an independent adviser where appropriate. We are not a broker, financial advisor, investment advisor or other investment or financial services provider.

4.3

No information or material provided by us (including on any website or through our Services) shall be construed as a promotion of the Services or any product, or a solicitation, an offer or a recommendation to trade in, use or engage the Services or any product in any manner (including the Chainflip Protocol). You must make your own independent decision to access and/or use the Services.

4.4

We may link to third party websites on our website(s) or when providing the Services which are not affiliated or associated with us or the CA Group (although branding, advertisements or links relating to our Services may appear on these third party websites). We make no representation as to the quality, suitability, functionality or legality of the material on third party websites that are linked to, or to any goods and services available from such websites. The material is only provided for your interest and convenience. We do not monitor or investigate such third party websites and we accept no responsibility or liability for any loss arising from the content or accuracy of this material, and any opinion expressed in the material should not be taken as an endorsement, recommendation or opinion of us or any member of the CA Group. For avoidance of doubt, the information contained in any third party websites is not incorporated into these Terms of Service.

4.5

You acknowledge and agree that as a result of your use of the Services, your assets may be at risk, including by virtue of any failure or interruption to our Services (including software and infrastructure), any failure of the Chainflip Protocol or services and products provided by third parties in relation to it, and services and products provided by third parties including infrastructure providers such as internet and telecommunications service providers and cloud computing service providers, as well as any hardware or software that you choose to use in connection with the Services. You accept responsibility for the risks inherent in the use of the Services and all related third party services and products.

4.6

To the maximum extent permitted by applicable laws and regulations, we and our respective directors, officers, employees, agents, contractors and licensors (together, the “Associated Parties”) shall:

4.6.1

not be liable to you for any losses, damages or costs other than as a result of fraud, wilful default or gross negligence;

4.6.2

provide the Services on an “as is” and “as available” basis. We expressly disclaim, and you waive, any and all other warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from course of performance, course of dealing or usage in trade. Without limiting the foregoing, we do not represent or warrant that the Services are accurate, complete, reliable, current or error-free, or free of viruses or other harmful components; and

4.6.3

have no liability and not be responsible in any way for any losses, damages or costs:

4.6.3.1

resulting from your reliance on any data or information in connection with the Services, including where such data or information is provided by us or a third party and whether or not such data or information is provided at your direction or request. Such data and information are for general information purposes only and are given in good faith. The information is selective and may be incomplete or inaccurate. You should not rely upon the information without further enquiry;

4.6.3.2

to you or to any third parties, for the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Services or for delays or omissions of the Services, or for the failure of any connection or communication service to provide or maintain your access to the Services, or for any interruption in or disruption of your access or any erroneous communications between us and you, regardless of cause;

4.6.3.3

arising out of your use of the internet and any equipment to connect to the Services or any technical problems, system failures, malfunctions, communication line failures, high internet traffic or demand, related issues, security breaches or any similar technical problems or defects experienced. You shall be responsible for any fees and charges incurred in order to connect to the internet for the purpose of using or accessing the Services;

4.6.3.4

relating to interruptions to or errors in the provision of the Services. Amongst other things, the operation and availability of the systems used for accessing the Services, including public telephone services, computer networks and the internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. We are not in any way liable or responsible for any such interference that prevents your access to or use of the Services or causes any inaccuracy, error, delay in, or omission of: (i) any information; or (ii) the transmission or delivery of information; or

4.6.3.5

for your use of systems (including any equipment, software and hardware) to use and access the Services. You are solely responsible for your own systems used to access the Services and are solely liable for the integrity and proper storage of any data associated with the Services that is stored on your own systems. You are responsible for taking appropriate action to protect your systems and data from viruses and malicious software, and any inappropriate material. Except as provided by applicable laws and regulations, you are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through our Services. We will not be liable to you in the event that your systems fail, are damaged or destroyed or any records or data stored on your systems are corrupted or lost for any reason.

4.7

In no event shall any of the Associated Parties be liable for any:

4.7.1

indirect or consequential loss; or

4.7.2

loss of profit, business opportunity, revenue or goodwill, in each case, whether arising from breach of contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with authorised or unauthorised use of the Services or these Terms of Service, even if the Associated Parties have been advised of, knew of or should have known of the possibility of such damages.

4.8

The Associated Parties’ aggregate liability in contract, tort or otherwise (including any liability for any negligent act or omission) howsoever arising out of or in connection with the performance of its obligations under these Terms of Service, or any other terms incorporated by reference in or to these Terms of Service, or otherwise with respect to the Services, in respect of any one or more incidents or occurrences shall be limited to the total net amount of fees received by us from you in connection with your use of the Services in the twelve-month period immediately prior to the date of the incident, or the first incident of a series of connected incidents, giving rise to a claim made by you under (or in connection with) these Terms of Service or any other terms incorporated by reference in these Terms of Service. Where fees are paid otherwise than in US dollars, for the purposes of this paragraph, the fees shall be valued in US dollars at the mid market rate at noon UTC on the day that such fees were paid by you to us, as quoted by a provider selected by us (acting reasonably).

4.9

You agree to indemnify and hold harmless the Associated Parties immediately upon demand from and against any and all claims, demands, lawsuits, actions, proceedings, investigations, liabilities, damages, losses, costs or expenses, including reasonable attorneys’ fees, in any way arising out of, in relation to or in connection with, directly or indirectly, you or your representatives’:

4.9.1

improper or illegal use of, or conduct in connection with, the Services (including where you are prohibited from accessing or using the Services);

4.9.2

breach of these Terms of Service, any other terms incorporated by reference in or to these Terms of Service; or

4.9.3

breaches or violation of any law or regulation, or any order, direction, or condition of any governmental or investigatory authority to which you are subject, or the rights of any other person or entity.

4.10

Nothing in these Terms of Services shall be construed to restrict or exclude any liability that cannot be lawfully limited under any applicable law.

5

5.1

In these Terms of Service, “Intellectual Property Rights” of a person or group means any and all proprietary rights that such person or group owns or has rights to, related to the provision of the Services and includes, without limitation, all patents, patent applications, patentable subject matter (irrespective of whether a patent application is filed), registered and unregistered trademarks and service marks, logos, domain names, any source identifying elements, trade secrets, copyrights, software, source code, object code and the copyrights embodied within, copyright applications, copyrightable subject matter (including, without limitation, website designs, structure, layouts and graphical images) and irrespective of whether a copyright application has been filed, any application software, design rights, algorithms and all APIs, derivative works, improvements and Confidential Information as may exist, from time to time, anywhere in the world.

5.2

You acknowledge that: (i) you have no ownership rights or rights in the Intellectual Property Rights relating to the Services or the material used in relation to the Services other than as we specifically grant to you under these Terms of Service; and (ii) except as otherwise agreed, in writing, between the parties, all Intellectual Property Rights of us and the CA Group in the Services shall remain with us and/or the CA Group. All rights are reserved.

5.3

You acknowledge that ‘Chainflip’ along with any and all associated logos are trademarks of the Chainflip Labs GmbH and/or its affiliates and are used by us under license. You may not reproduce or otherwise use, copy, adapt or erase any such trademarks without the permission of Chainflip Labs GmbH (or the relevant licensor).

5.4

You shall not register any domain name that incorporates or is confusingly similar to any trademark used or licensed by us or of the domains that are associated with the Services including chainflip.io. You expressly acknowledge that any such registration will be in “bad faith” and use of such domain name would be in “bad faith” as defined by the Universal Domain Name Dispute Resolution Policy and similar policies enacted throughout the world and which relate to trademark rights relative to domain names.

5.5

You agree not to: (i) operate any social media account (Telegram, Signal, Whatsapp, Twitter, Facebook, Instagram and LinkedIn etc.) that uses any trademarks used or licensed by us or confusingly similar marks; and (ii) create, offer to create or promote any application that is branded with any such trademarks or any confusingly similar marks.

5.6

You shall not in any circumstance obtain any rights over or in respect of the Services (other than rights to use the Services pursuant to these Terms of Service and any other terms and conditions governing a particular service or product offered by us or the CA Group) or hold yourself out as having any such rights over or in respect of the Services or any part of them.

5.7

5.7.1

you may only view and use the Services (or any part of them or their contents) for your own personal use and may not copy (other than to print or copy extracts from the Services), reproduce, republish, upload, repost, modify, transmit, distribute or otherwise use the Services (or any part of them or their contents) in any way for non-personal, public or commercial use without the prior written consent of us. All restrictions relating to use of the Services in these Terms of Service shall apply to data available through any APIs or any other alternative means of production or replication;

5.7.2

you may not remove or modify any copyright, trademark or other proprietary notices that have been placed in any part of the Services; and

5.7.3

you may not use any data mining, robots or similar data-gathering or extraction methods.

5.8

By submitting your content directly or indirectly to or through use of the Services in any way, including, but not limited to, use of the Interface, associated social media, and APIs (whether or not submitted through a third party), you grant us and the CA Group a royalty-free, perpetual, irrevocable, transferable, sublicensable, non-exclusive right and licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display all of your content (in whole or in part) worldwide and to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content. We shall be the sole owner of any derivative work produced by the us based on, or in any way connected with, your content, and shall have the right to use such derivative work for any purpose, commercial or otherwise, without any further obligation to you. You also permit any other users of the Services to access, display, view, store and reproduce such content for personal use. You waive (and to the extent you cannot waive, agree irrevocably not to assert) any and all moral rights to which you may be entitled anywhere in the world in respect of such content. We have the right, but not the obligation, to monitor all conduct and content submitted to or through use of the Services, and may in our sole and absolute discretion: (i) refuse to publish, remove or modify content or disable access to content that it considers breaches these Terms of Service in any respect; or (ii) suspend or discontinue your opportunity to submit, post or upload content.

5.9

By submitting any content directly or indirectly to or through use of the Services in any way you warrant that you are entitled to, and have all necessary Intellectual Property Rights over, that content to submit it in accordance with these Terms of Service.

5.10

We reserve the right to disclose your identity (or any identifying information that we may have) to any third party who claims that any content posted or uploaded by you constitutes a violation of their Intellectual Property Rights or of their right to privacy.

5.11

We specifically disclaim any and all representations and warranties related to its Intellectual Property Rights including, without limitation, any representations or warranties related to ownership and non-infringement of third party intellectual property rights. You expressly acknowledge that your use of the Services is subject to this disclaimer of representations and warranties.

5.12

From time to time we may issue, contribute to or disseminate reports, data, graphs, tables, indices, research publications, historical data, historical indices levels, blog posts, articles, know-how, documents or other information, including via our website, APIs, social media and other channels (“CA Publications”). You may be able to access CA Publications through the publicly available portion of our website, social media and other channels.You agree and acknowledge that CA Publications:

5.12.1

are for information purposes only and are not intended to and do not constitute an offer, marketing, advertisement, commitment, solicitation, or any investment advice or recommendation to use any of the Services;

5.12.2

do not constitute an offering document, do not purport to contain all of the information that you may require and are not intended to be taken as forming the basis of any commitment or contract; and

5.12.3

are not intended to provide, and must not be relied upon for, accounting, legal, tax or other advice.

5.13

No representation or warranty, express or implied, is made with respect to CA Publications or views therein as to (or in relation to) its impartiality, fairness, reasonableness, accuracy, reliability or completeness. We expressly disclaim any and all responsibility or liability for the fairness, reasonableness, accuracy, reliability or completeness of the information contained in any CA Publication. There is no obligation for us to update CA Publications. Information and views contained in any CA Publication are provided for reference only and are not to be relied upon as authoritative. All estimates, projections, forecasts and opinions contained herein are subject to change without notice. Any reference to past performance should not be taken as an indication of future performance. We accept no liability (whether in tort or contract or otherwise) for any loss or damage if you rely on CA Publications.

6

6.1

For the purposes of these Terms of Service, “Confidential Information” means any written information (including information provided in electronic form) or oral information which is confidential or a trade secret or proprietary and which is clearly identified as confidential at the time of disclosure or would be assumed by a reasonable person to be confidential under the circumstances surrounding the disclosure, but shall not include information which is: (i) already known by a party; (ii) publicly known or becomes publicly known through no wrongful act by a party; (iii) rightfully received from a third party without a party having knowledge of a breach of any other relevant confidentiality obligation; or (iv) independently developed by a party.

6.2

You undertake not to disclose to any person any Confidential Information that you may acquire in the course of your use of the Services.

6.3

Upon any unauthorised disclosure of our Confidential Information, we shall have a right to take such lawful actions as are reasonably available to recover such Confidential Information and to prevent any further publication or dissemination.

6.4

You are responsible for maintaining the confidentiality of your data and for monitoring and, if necessary, restricting access to your devices.

6.5

Without prejudice to any other provision in these Terms of Service, we will keep confidential any Confidential Information we receive from you. However, we shall be permitted to disclose Confidential Information:

6.5.1

in accordance with these Terms of Service (including, without limitation, the Privacy Policy);

6.5.2

to our affiliates as well as with their respective employees, consultants, officers, directors;

6.5.3

to our professional advisers or any other third party under a duty of confidentiality;

6.5.4

to any law enforcement agency, investigative or judicial authority, regulator or other state, governmental or supranational authority or other body that we reasonably believe has jurisdiction or competence to request the relevant information or as may otherwise be required pursuant to any applicable law, or regulation, court or arbitral order, or other mandatory requirement.

7

8

9

9.1

Unless otherwise expressly provided in writing, these Terms of Service, together with any other addenda, terms and conditions or documents expressly incorporated herein or by reference to these Terms of Service, constitute the entire agreement between you and us. In the event of any inconsistency between these Terms of Service and any of the other addenda, terms and conditions or documents expressly incorporated herein or with reference hereto, the provisions of these Terms of Service shall prevail (unless otherwise stated or agreed expressly by us).

9.2

Upon any access to or use of the Services, these Terms of Service will remain in full force and effect in respect of such access or use (as amended, varied or supplemented from time to time).

9.3

Our failure or delay to require the performance of any provision in these Terms of Service or exercise any right or remedy upon your breach of these Terms of Service does not constitute waiver of any of our rights or waiver of your breach.

9.4

You may not assign or transfer any of your rights or obligations under these Terms of Service without our prior written consent. We may assign or transfer any or all of our rights or obligations under these Terms of Service (including those rights or obligations created under these Terms of Service such as any annexes or supplemental terms and contractual documentation subject to these Terms of Service and the annexes and supplemental terms), in whole or in part, without obtaining your consent or approval. To the extent required to effect any future assignment or transfer, you are hereby deemed to have given all necessary consents and waivers.

9.5

We shall not be liable for any loss or damage arising from any event beyond our reasonable control (which may result in suspension of the performance of our obligations under these Terms of Service or ceasing to provide access to and use of the Services), including but not limited to flood, pandemic, extraordinary weather conditions, earthquake, act of God, fire, war, insurrection, malicious acts of damage, riot, labour dispute, accident, actions of any government or regulator (including any action of any government or regulator restricting or suspending our ability to provide any Services), communication failure, power and electricity supply failure, equipment or software malfunction or any other cause beyond our reasonable control.

9.6

If any provision of these Terms of Service is held to be invalid or unenforceable under any applicable law or regulation, this shall not render any other provision to be invalid or unenforceable under that law or regulation nor shall it render that provision or any other provision invalid or unenforceable under any other applicable law or regulation.

9.7

The headings in these Terms of Service are for ease of reference only and do not affect its interpretation.

9.8

These Terms of Service have been prepared in English and where they are translated into other languages, such translation(s) are for convenience only. In the event of any inconsistency or ambiguity between the English version and any translated version, the English version shall prevail.

9.9

We may provide any notice to you under these Terms of Service by posting via the Services (including, without limitation, on our website(s)). Notices will be effective upon publication or release.

9.10

To give us notice under these Terms of Service, you must contact us by email at [email protected].

10

10.1

These Terms of Service and any non-contractual obligations arising out of or in connection with them are governed by and construed in accordance with English law.

10.2

Subject to paragraphs 10.3 to 10.5 below, the courts of England shall have exclusive jurisdiction to settle any dispute arising from or connected with these Terms of Service (including a dispute relating to the existence, validity or termination of these Terms of Service or the consequences of their nullity or any non-contractual obligation arising out of or in connection with these Terms of Service) (a “Dispute”), and each party submits to the exclusive jurisdiction of the courts of England. For the purposes of this paragraph, each party waives any objection to the English courts on the grounds that they are an inconvenient or inappropriate forum to settle any such Dispute.

10.3

We may by notice in writing to you addressed to any contact details of yours of which you have made us aware (“Arbitration Notice”) require that all Disputes or a specific Dispute shall be submitted to the LCIA Court and shall be finally resolved by arbitration under the LCIA Arbitration Rules as amended from time to time (the “LCIA Rules”).

10.4

If proceedings have already been commenced (pursuant to Clause 30.2 above) in respect of any Dispute(s) referred to in an Arbitration Notice:

10.4.1

that Arbitration Notice must be given no later than the date for service of the acknowledgement of service in those proceedings;

10.4.2

following such Arbitration Notice being given, those proceedings shall be stayed by consent with no order as to costs; and

10.4.3

10.5

Where Arbitration Notice has been given pursuant to paragraph 10.3, then in respect of each Dispute to which the Arbitration Notice refers, the provisions of this paragraph shall apply:

10.5.1

The LCIA Rules are incorporated by reference into this paragraph and capitalised terms used in this paragraph 10 which are not otherwise defined in these Terms of Service have the meaning given to them in the LCIA Rules.

10.5.2

The number of arbitrators shall be three. The Claimant shall nominate one arbitrator for appointment by the LCIA Court. The Respondent shall nominate one arbitrator for appointment by the LCIA Court. The LCIA Court shall appoint the presiding arbitrator.

10.5.3

The seat or legal place of arbitration shall be London.

10.5.4

The language used in the arbitral proceedings shall be English.