Last Updated: November 11, 2020
SUPEREX TERMS AND CONDITIONS OF USE
The terms and conditions that follow (“Terms”) form a legally binding contract between you (“Client”, “you”, or “your”) and SUPEREX. Please make sure you read these Terms carefully.
These Terms, together with the documents and additional terms incorporated by reference, govern your access to and use of the Services (as defined below), including all content, functionality, and applications made available through the SuperEx Site. By registering for an Account and using any of our Services, you agree that you have read, understood, and accept all the terms and conditions contained in these Terms.
- a) “Account” means a Client account with SuperEx;
- b) “Applicable Laws and Regulations” means all applicable laws, regulations, by-laws, rules, policies, and customs which apply to the parties to this agreement and to these Terms;
- c) “SuperEx ”, “we”, “us”, or “our” means SuperEx Ltd. or any of its affiliates or subsidiaries;
- d) “SuperEx Content” means any text, sound, graphics, trade-marks, service marks, logos, taglines, trade names and other material owned by us or our licensors and made available through the Services;
- e) “Communications” has the meaning set forth in Section 24(c);
- f) “Digital Asset” means the digital assets available for purchase or sale through the Services, such as, but not limited to, Bitcoin, Litecoin and Ethereum;
- g) “Fork” has the meaning set forth in Section 13;
- h) “Funds” means the fiat currency used to fund your Account;
- i) “Order” has the meaning set forth in Section 6(a);
- j) “parties” means you and us;
- k) “Personal Information” has the meaning set forth in the Privacy Statement; l) “Platform” means the online software platform operated by SuperEx for the buying and selling of Digital Assets;
- n) “Prohibited Conduct” has the meaning set forth in Section 8;
- o) “Representatives” means us and our affiliates, business partners, licensors, agents, content providers (not including you), service providers, employees, officers, directors, and other representatives;
- p) “Services” means the website www.superex.com, any of our associated websites or mobile applications (collectively the “Site”) and all services available through the Site,
including but not limited to (i) funding your Account (ii) buying/selling Digital Assets, (iii) holding Digital Assets, and/or (iv) sending and receiving Digital Assets to and/or from SuperEx Accounts;
- q) “Terms” means these SuperEx Terms and Conditions of Use (including, for greater certainty, the Privacy Statement and the Anti-Money Laundering Policy);
- r) “you” or “your” means (i) the individual, if the individual is using the Services for his or her personal use; or (ii) the corporation, institution, partnership, organization or other entity on whose behalf the individual accepting these Terms is acting;
- s) “your content” means any text, sound, graphics, or other material which you post, upload, or otherwise share on or through the Services.
- Accepting these Terms
By using any of our Services, you agree to be bound by all terms and conditions contained in these Terms. If you do not agree to these Terms, you may not use the Services – please do not access the Site, or please discontinue your use of the Site. When you use the Services, you represent and warrant that you have the legal capacity to form a binding contract with us and agree to comply with all the terms and conditions set forth in these Terms. Your use of the Services is subject to these Terms and SuperEx’s obligations under these Terms are conditional on your complying with its provisions. You agree to have these Terms and any related information made available to you, and to otherwise have communications between you and us, occur electronically.
In order to use the Services, and prior to us opening your Account, you must first provide, to our satisfaction, the identification information required by our on-boarding process, in accordance with Applicable Laws and Regulations, which include but are not limited to, provincial securities regulations, the rules of the Investment Industry Regulatory Organization of Canada, and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and its associated regulations.
These Terms were last updated and are effective as of the date first noted above. We reserve the right to update these Terms at our sole and absolute discretion and without notice. You are responsible for periodically checking the Terms for changes. If you continue to use the Services following the posting of any changes to the Terms, you agree to be bound by those changes. If you do not agree with the amended version, you can choose to discontinue using the Services, and close your Account.
- Eligibility and Compliance with Laws
By registering for an Account on the Site, or by using the Services, you represent and warrant that: (a) you are at least eighteen (18) years of age and the age of majority for using the Services in the jurisdiction where you reside at the time you register with us or use the Services; (b) you have never been previously suspended or removed from using the Services or any other service or product offered by SuperEx or any of its affiliated entities; (c) you have an
understanding of cryptocurrencies and other digital assets and the technology that underlies them; (d) all information provided by you to us during the registration process is truthful, accurate, current, and complete; and (e) you will comply with all terms and conditions of these Terms, as well as all Applicable Laws and Regulations, including those related to intellectual property rights, data privacy, international communications and the transmission of technical or personal data.
To register for an Account and use the Services as a legal entity, you represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, (ii) you are duly authorized by such legal entity to act on its behalf, and (iii) such organization (and any affiliate entity) has not been previously suspended or removed from using the Services or any other service or product offered by SuperEx or any of its affiliated entities.
You understand and agree that use of the Services may have further eligibility requirements that require you to submit additional information about yourself or your business or complete further verification steps prior to your using such Services, or from time to time in order to continue your use of the Services.
As a registered Client, you agree to maintain and promptly update your registration data as necessary to keep it true, accurate, current, and complete.
SuperEx and the Representatives will rely on the information you provide. You will be responsible for any and all loss, damage, or additional costs that SuperEx, the Representatives, or others may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your registration or other information that you submit via the Services.
The Services must be used only for lawful purposes and in a lawful manner. We reserve the right to maintain your Account registration information after you terminate the Account for business and regulatory compliance purposes, subject to Applicable Laws and Regulations.
The Services are intended for use from locations where such Services are legal. Any use by you of the Services from a location where the services are illegal is expressly prohibited.
- Your Account
Certain services provided through the Services may only be available to you upon registration of your Account. We reserve the right to deny you access to the Platform or cancel the Account for any or no reason, including but not limited to violations of these Terms or Applicable Laws and Regulations, or as a result of any Prohibited Conduct by you, as outlined in Section 8 of these Terms, and at any time, at our sole discretion.
You will be subject to a hold period for access to particular Services associated with your Account until your identification has been verified as required by Applicable Laws and Regulations. During this hold period, we may limit your right to use the Services, and we may refuse to accept any deposit made by you. When you provide new or updated personal information, we may also put a hold on your Account. We may maintain this hold until we confirm this information, which confirmation may require you to provide supporting documentation.
You acknowledge that you are solely responsible for maintaining the confidentiality of your Account credentials (including any user names, passwords or security tokens created or provided) 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 or if you become aware of any loss or theft. 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.
We highly recommend you keep a secure backup of your password and any security credentials we provide to you in a safe and offline environment. If you have a verified email address you may use our automated account recovery procedure in order to request a password reset link. If you do not have a verified email address or if you have lost any security credentials we provided to you, in order to recover these credentials you must go through our assisted account recovery procedure, which may require a 30-day waiting period with no logins by you and a service charge. If you want to start the assisted account recovery procedure, you must contact us by email at email@example.com with your Account username.
You can cancel your Account at any time by doing so from your Account settings page and requesting that your Account be deleted.
- No Suitability Review; No Investment Advice
You acknowledge and agree that, in the course of providing the Services to you, neither SuperEx nor its Representatives provide any advice or recommendations regarding the purchase or sale of any Digital Asset, nor do they make any determination of your general investment needs or objectives or of the suitability of the proposed purchase or sale of any Digital Asset. You are responsible for your investment decisions and transactions, for any profits or losses, and any tax consequences that may result. You further acknowledge and agree that, in the course of providing the Services to you, neither SuperEx nor its Representatives provide you with any legal, tax, or accounting advice regarding the profitability of any Digital Asset or investment or any decision in respect thereof, nor does SuperEx or its Representatives consider your financial situation, investment knowledge, investment objectives,
and risk tolerance when accepting Orders from you. You will not solicit or rely upon any such advice from SuperEx or any of its employees and agree that SuperEx will have no liability therefore whatsoever. In making investment decisions with respect to transactions in or for your Account(s) or any other matter, you will consult with and rely upon your own advisors, and not SuperEx. Additionally, the material accessible through the Services does not constitute a representation that the purchase of Digital Assets is suitable or appropriate for you.
You authorize us to facilitate the process of purchasing, storing, and selling Digital Assets on your behalf. We are authorized to open or close your Account, cancel or correct Orders, and take such other steps as are reasonable to carry out your directions. All transactions will be effected only on your directions, except as otherwise expressly described in these Terms.
- Purchase and Sale of Digital Assets
Purchases or sales of Digital Assets made via the Services are subject to the following terms:
- a) Placing Orders: You may use the Services to place a market order (accessible via Quick Trade) or limit order (accessible via Advanced Trade) (each, an “Order”). You may not place an Order to purchase Digital Assets unless you have sufficient Funds or Digital Assets to satisfy the Order. If you place an Order with insufficient Funds and/or Digital Assets, we may cancel the entire Order or fill only a partial Order. All Orders accepted by SuperEx are good until either executed or cancelled.
- b) Execution: All Orders entered by you and accepted by SuperEx are binding on you from the time of their execution.
- c) Errors: SuperEx provides you with the tools to verify your Order before confirming it to help you catch a mistyped Order. SuperEx 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 SuperEx makes no guarantee on whether that Order will be cancelled before execution. Notwithstanding the foregoing, in the event we determine, at our sole discretion, that as the result of a technical issue an executed Order did not reflect the fair market value for the applicable Digital Asset, such Order shall be cancelled, and you shall be refunded the amount you paid for your Order.
- d) Transfers: Digital Asset deposits are subject to a minimum number of confirmations by the applicable blockchain before being fully credited to your Account, and Digital Asset withdrawals are subject to network fees. The network fees are indicated in the withdrawal section for each Digital Asset available on the Services and are deducted from the amount of Digital Assets sent out of your Account. The number of confirmations and withdrawal fees are indicated in the help section for the Services. SuperEx shall attempt to process withdrawals and deposits in a timely manner. SuperEx and the Representatives make no guarantee on the timing of those Digital Asset transfers, and you understand and agree that transfers can be delayed due to a slow blockchain network or SuperEx conducting additional security checks. SuperEx and the
Representatives are not responsible for losses and liabilities induced by delayed transfers.
- e) Availability of Digital Assets: Digital Assets are listed on the Services at the discretion of SuperEx and can be removed or closed at any time. If a Digital Asset is removed or closed, your open Orders will be cancelled and your Account credited back. If a Digital Asset is selected for removal, and if the applicable blockchain allows it, you will have twenty five (25) days to withdraw your Digital Assets. SuperEx and the Representatives assume no liability or cost whatsoever arising from removed or closed coins. Removed Digital Assets left in your Account after the withdrawal period will be forfeited.
- Custody and Title of Digital Assets
- a) Appointment: You agree to hereby appoint us to act as the custodian of the Digital Assets purchased by you pursuant to this Section 7 of these Terms, to be held in trust by us for your benefit in accordance with these Terms, and we accept such appointment and the obligations, duties, and responsibilities set out in these Terms.
- b) Title: The Digital Assets held in trust will be fully-paid assets beneficially owned by you and not by SuperEx. SuperEx will record your purchased Digital Assets in its books and records as separate and apart from anyone else’s Digital Assets and from SuperEx’s own property. Our records will at all times provide for the separate identification of the Digital Assets owned by each client.
- Use Restrictions and Prohibited Conduct
When using the Services, you are prohibited from doing any of the following, (collectively, “Prohibited Conduct”):
- a) Using hateful, abusive, harassing, libellous, or obscene language towards other clients; b) Threatening other clients with violence;
- c) Posting any material that infringes or violates any third party’s copyright, trademark, trade secret, privacy, or other proprietary or property right;
- d) Using the Services to conduct fraudulent or otherwise illegal transactions or activities; e) Copying any Content onto your own or any other website;
- f) Posting any material which promotes illegal activity, could constitute a criminal offense, gives rise to civil liability, or otherwise violates Applicable Laws and Regulations or any provision of this Agreement;
- g) Purchasing or selling any Digital Assets with knowledge of any material, non-public information relating to such Digital Assets;
- h) Using the Services to send spam, chain letters, junk mail, or any other type of unsolicited mass email;
- i) Using the Services to distribute viruses or other harmful, disruptive, or destructive files; j) Using the Services in violation of SuperEx’s or any third party’s intellectual property or other proprietary or legal rights;
- k) Using or attempting to use another person’s account;
- l) Disrupting or interfering with the security of, or otherwise abusing the Services, or any servers or networks connected to the Services;
- m) Attempting to obtain unauthorized access to the Services;
- n) Impersonating another person;
- o) Sharing with any minor any Content or materials inappropriate for children, or allowing any minor access to such materials;
- p) Systematically harvesting or extracting data from the Services or programmatically registering accounts on the Services, including through the use of any robot, spider, crawler, or any other automated means;
- q) Accessing the Services for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes;
- r) Modifying or making derivative works based upon the Services, or any portion thereof; s) “Framing” or “mirroring” any Content on any other server or wireless or Internet-based device;
- t) Reverse engineering or accessing the Services in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions, or graphics from the Services, or (iii) copy any ideas, features, functions, or graphics from the Services;
- u) Copying, decompiling, reverse engineering, disassembling, attempting to derive the source code of, modifying, or creating derivative works of Services or any part thereof (except as and only to the extent any foregoing restriction is prohibited by Applicable Laws and Regulations);
- v) Using the Services to take advantage of any technical glitch, malfunction, failure, delay, default, or security breach; or
- w) Violating the terms of this Agreement.
- Client Acknowledgements
By using the Services, you agree and acknowledge that:
- a) you understand these Terms;
- b) any violation of these Terms may result in potential consequences, including the possible loss or forfeiture of purchased Digital Assets;
- c) you are solely responsible for all the taxes, fees, and commissions resulting from the use of the Platform and associated Services and have obtained such legal and tax advice as you consider appropriate in connection with purchasing or selling Digital Assets via the Services;
- d) we are not responsible for any consequences arising from false, incorrect, or incomplete information that you provide to us, including any incorrect Digital Asset wallet address; e) you have an understanding of cryptocurrencies and other digital assets and blockchain
technology and appreciate the risks and implications of trading the Digital Assets via the Services;
- f) holding Digital Assets carries various risks, including those relating to the issuer of and the technology underlying the Digital Assets and the value of your Digital Assets may decrease to zero;
- g) you are aware of and accept the risk of, and agree not to hold SuperEx responsible for any loss resulting from any operational challenges to which the Services may be subject (such as malicious cyberattacks, exploitable security system flaws and other security breaches, interruptions to Services, delays, and the loss or theft of Digital Assets) or any transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks;
- h) we make no representation or warranty as to the ongoing availability of the Site or Services, nor do we guarantee the absence of interruptions; and although we strive to provide uninterrupted Services, outages and downtime may occur for a variety of reasons;
- i) the Company or its affiliates may trade its own corporate assets on the Platform to provide liquidity to other Clients on the Platform and manage its own Digital Asset account;
- j) the Company does not have any special priority and is subject to the same Platform trading protocols as all other Clients;
- k) the Company only trades based on market data accessible to other Clients and does not have access to inside information and does not engage in any front-running; l) any up-to-date market information, including quotes or charts, that we provide to you is provided ‘as is’ and ‘where is’ without representations or warranties of any kind, and may contain typographical errors, be incomplete, or inaccurate, and while we may correct any such errors, missing information, or inaccuracies, we are under no obligation to do so.
Fees may be charged by SuperEx to you to deposit or withdraw Funds from your Account and to withdraw Digital Assets from your account. In addition, by placing an Order on the Platform, you agree to pay all applicable fees and you authorize SuperEx to automatically deduct fees directly from your Account for such Order. The fees for placing an Order and for transferring Funds or Digital Assets to/from the Platform are set forth in the fee schedule, as it may be amended from time to time, which is available at www.superex.com.
Use of the Services may require internet and data access for which you shall be responsible and subject to your internet access provider terms and conditions of use. In no event shall SuperEx be liable for any internet or data access fees or other charges incurred by you in connection with your use of the Services. Any such fees and charges shall be your sole responsibility.
The Services may be subject to limitations, delays and other problems inherent in the use of the
internet and electronic communications. SuperEx is not responsible for any delays, delivery failures, or other damage resulting from such problems.
You are solely responsible for ensuring that your use of the Services and any gains or losses associated therewith are reported accurately and as required by law to the appropriate authorities, including to the Canada Revenue Agency. Although we may offer functions on the Site to assist you with the calculation of such gains or losses, we make no representations or warranties as to the accuracy of any such information or functions which, in accordance with Section 15, are provided on an “as is” basis.
You acknowledge that any income from transactions involving Digital Assets could be treated as business income or as a capital gain, depending on the circumstances, including your trading practices.
We do not own or control, and make no representations or warranties with respect to, the underlying technology of the Digital Assets you may purchase or sell using the Services, including those technologies that govern their use. The underlying technology of Digital Assets may suddenly change such that the new version is no longer compatible with existing versions, or there is otherwise a permanent divergence of the blockchain (a “Fork”), which may impact the value, functionality, and other characteristics such as the name of the Digital Asset and whether the Services are able to support the Digital Assets subject to a Fork.
We are not responsible for any consequences arising from a Fork, including any losses you may suffer; and, in the event of a Fork, we may temporarily or permanently suspend the operation of the Services (with or without advance notice to you) and, in our sole discretion, decide whether or not to continue supporting trading of the Digital Asset subject to the Fork.
Except where prohibited by Applicable Laws and Regulations or any other term of these Terms, you expressly acknowledge and agree that we will otherwise have no liability or responsibility whatsoever for any direct, indirect, special, punitive, or consequential damages or loss, however caused, arising out of your use of the Services, including, but not limited to: (a) losses resulting from fraudulent or unauthorized transactions; (b) losses related to the installation, use, or maintenance of a personal computer, equipment, or software, or caused by any worms, bugs, viruses, trojan horses, data bombs, defects, time bombs, or other items of a destructive nature which may be transmitted to or using the Site or Services; (c) any third-party claims or losses of any nature, including lost profits, punitive, or consequential damages; (d) losses related to any errors, mistakes, inaccuracies, or omissions in the Services; (e) losses relating in any way to taxes that you owe, including as a result of errors in the reporting thereof; (f) losses relating in any way to a variation in an Order caused or induced by the market price variation of any Digital
Asset for any reason; or (g) losses resulting from scheduled or unscheduled outages or disruptions that delay or prevent Orders or the use of the Services or Site generally.
The Services do not constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unauthorized or unlawful.
SuperEx does not control the trading value of Digital Assets and by using the Services you agree to keep SuperEx free of any liabilities or losses, direct, indirect, special or consequential damages, however caused, induced by the market price variation of any asset for any reason.
Although SuperEx tries to deliver you up to date market data such as quotes, order books, SuperEx charts the data is provided ‘as is’ without any guarantee of being the latest. The data may also have typographical errors, be incomplete and inaccurate. SuperEx will try to correct those mistakes on a best effort basis but do not necessarily commit to do so.
THE SERVICES AND DIGITAL ASSETS PURCHASED VIA THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE REPRESENTATIVES CANNOT AND DO NOT GUARANTEE, AND DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, COVENANTS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING (1) ANY WARRANTY OF MERCHANTABILITY; (2) FITNESS FOR A PARTICULAR PURPOSE; (3) NON-INFRINGEMENT; (4) THAT THE SERVICES OR ANY DIGITAL ASSETS PURCHASED VIA THE SERVICES, WILL MEET YOUR REQUIREMENTS; (5) THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; AND (6) THAT ANY DEFECTS WITH THE SERVICES, IF ANY, WILL BE CORRECTED. YOU UNDERSTAND THAT ANY USE OF, MODIFICATION TO OR RELIANCE ON THE SERVICES, OR ANY DIGITAL ASSETS PURCHASED VIA THE SERVICE, IS AT YOUR OWN DISCRETION AND RISK.
You are solely liable and responsible for any and all claims and demands made by any other person arising out of, in connection with, or relating to your use of the Services, your breach of these Terms, your violation or infringement of the rights of others, or your violation of any Applicable Laws and Regulations. SuperEx and the Representatives disclaim any and all responsibility and liability regarding all such matters. You further agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your usage of the Services, and that you will comply with all Applicable Laws and Regulations in respect of same. We may investigate occurrences which may involve violations of such laws, and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We reserve the right at all times to disclose any information (including your Personal Information) regarding your usage of the Services in each case as may be permitted or required by Applicable Laws and Regulations, including as necessary to satisfy any request authorized by Applicable Laws and Regulations. Certain links on the Services may take you to other websites. We are not responsible for the content of any such linked pages and
we make no representation or warranty regarding, and do not endorse or approve, any linked websites, the information appearing thereon or any of the products or services described. Your use of any such linked website is at your own risk.
No data transmission over the Internet can be guaranteed to be 100% secure and as a result, we cannot ensure or warrant the security of any information you transmit to us.
- Limitations of Liability
UNDER NO CIRCUMSTANCES — INCLUDING NEGLIGENCE — SHALL SUPEREX OR THE REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES, RESULTING FROM (1) THE USE OR THE INABILITY TO USE THE SERVICES; (2) THE USE OR THE INABILITY TO USE ANY DIGITAL ASSET PURCHASED VIA THE SERVICES; (3) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (5) LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF THE REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAWS AND REGULATIONS.
YOU ACKNOWLEDGE THAT SUPEREX ACTS AS TRUSTEE FOR ALL OTHER REPRESENTATIVES WITH RESPECT TO ALL RIGHTS CONTEMPLATED HEREUNDER ARISING IN FAVOUR OF ANY REPRESENTATIVE. SUPEREX AGREES TO ACCEPT SUCH TRUST AND HOLD AND ENFORCE SUCH RIGHTS ON BEHALF OF EACH SUCH REPRESENTATIVE.
You agree to indemnify, defend, and hold harmless SuperEx and the Representatives, from any and all losses, damages, claims, liabilities, and expenses, including legal fees, arising out of your use of the Account and the Services. Without limiting the foregoing, this shall include: (a) any violation of these Terms; (b) any violation by you of a third-party right; (c) any breach of a representation or warranty made by you to us, either in these Terms or otherwise; (d) any breach by you of Applicable Laws and Regulations; (e) any claim for damages brought against us by any financial institution, related to your non-compliance with these Terms or any documents and/or additional terms it incorporates; or (f) any and all expenses incurred by us in connection with exercising any right pursuant to this Section 16.
We may, at our sole discretion, assume the exclusive defense and control of any matter subject to indemnification by you. The assumption of such defense or control by us, however, shall not excuse any of your indemnity obligations. If you fail to comply with any requirement contained in these Terms, then, in addition to any other right or remedy to which SuperEx is entitled, we may at any time, and from time to time, without notice or demand to you, apply some or all of
your Digital Assets in your Account to eliminate or reduce the liability or settlement amount, as the case may be. You shall remain liable to SuperEx for any deficiency remaining following the exercise by us of any or all of our rights and agree that the rights which we are entitled to exercise pursuant to this Section 16 are reasonable and necessary for SuperEx’s protection.
- Termination; Suspension of Account
We may at any time, without notice or liability, decide to alter, amend, restrict, modify, or terminate the Services or any functionality or portion of the Services, all in our sole discretion, and you understand that there is no guarantee that the Services or any portion or functionality thereof will continue to operate or be available for any particular period of time, including as a result of the removal, addition, modification, or change of or in the availability of the Services, or any restriction in access thereto, or any imposition of limits on any or all features of, or links to, the Services. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Services at any time without notice, but confirm that we have no duty to do so.
If you breach any provision of this Agreement, then you may no longer use the Services and your Account may be cancelled. We, in our discretion, shall determine whether this Agreement has been violated. We may also cancel withdrawal rights for your Account where there is suspected unauthorized access or hacking.
We reserve the right to suspend or cancel your account without notice to you at any time for any reason, including if you are in default of your obligations with respect to the Services. We may terminate these Terms with you at any time.
- Force Majeure
Without limiting the limitation of liability set out in Section 15, we are not responsible or liable for any delays, failure in performance, or interruption of service which results directly or indirectly from any cause or condition, whether or not foreseeable, beyond our, our Representatives’, or any service provider’s reasonable control, including, but not limited to, any act of God, nuclear or natural disaster, epidemic, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labor dispute, accident, state of emergency or interruption, government restrictions, loss, or malfunction of equipment or utility, communications, computer (hardware or software), Internet, or network provider services, or for any loss of information caused by disruptions in or malfunctions of the Services.
- Contact Information
If you have any feedback, questions, or complaints, you may contact our Help Centre through the Site or by emailing firstname.lastname@example.org with your Account username and the transaction on which you have feedback, questions, or complaints.
- Limited License
Subject to these Terms, you are granted a non-exclusive, non-transferable, non-sub-licensable, revocable, limited right and license to access and use the Services, including the Content therein and the services accessible through them, solely for purposes that are not in breach of these Terms, Applicable Laws and Regulations, or any applicable policy or procedure of SuperEx, and solely for your own personal use and not on behalf of any third party. Any other use of the Services or Content therein is expressly prohibited and all other right, title, and interest in the Services and Content is exclusively the property of SuperEx and/or its Representatives. Other than as set out in this paragraph, nothing in these Terms gives you any licence, right, title, or ownership of, in, or to the Site or the Services.
- Copyright and Intellectual Property
All Content, the selection, compilation, arrangement and presentation of all materials, and the overall design of the Services are copyrighted by us and/or our Representatives, and are protected by Canadian and international intellectual property laws. Use of Content without our express prior written permission is strictly prohibited.
“SuperEx”, “superex.com”, the SuperEx logo, and any other trademarks used in connection with the Services are trademarks or registered trademarks of SuperEx and/or its Representatives, in Canada and other countries. Our trademarks may not be used in connection with any product or service without our express written permission.
- Personal Information and Marketing
In addition to the collection, use, and disclosure of your Personal Information set out in the Privacy Statement, we may, with your consent, use your Personal Information to market our products and services to you, including by the use of electronic communications such as email, direct messaging, and text messaging, and through the use of telemarketing. You may withdraw your consent to such uses at any time.
- a) Governing Law and Jurisdiction: These Terms shall be governed by and construed in accordance with the laws of the province of Ontario, without giving effect to its conflict of law provisions. You agree that you will bring any claim or cause of action arising out of these Terms, your use of the Services or any purchase made via the Services in the courts located within Toronto, Ontario, and you also agree to submit to the personal and non-exclusive jurisdiction of those courts.
- b) Severability: If any provision contained in these Terms is determined unenforceable, then such provision will be severed and replaced with a new provision that most closely reflects the intent of the original provision, and the remaining provisions of these Terms will remain in full force and effect.
- c) Electronic Delivery of Information: You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures (collectively, “Communications”) that we provide in connection with your Account and your use of the Services. We will provide these Communications to you by posting them on the Site, emailing them to you at the primary email address associated with your Account, communicating them to you via instant chat, and/or through other electronic communication, such as text message or mobile push notification. It is your responsibility to visit the Site on a regular basis and inform us of any changes to your email address.
- d) No Waiver: No waiver of any provision of these Terms shall be effective except pursuant to a written instrument signed by us expressly waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof.
- e) Assignment: These Terms, and your rights and obligations hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void. These Terms shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.
- f) Survival: You agree and understand that all provisions of these Terms, which by their nature extend beyond the termination or expiration of these Terms, including, but not limited to, sections pertaining to suspension, investigations, remedies for breach, termination, debts owed, right to offset, unclaimed funds, general use of the Services, disputes with us, and general provisions, shall survive the termination or expiration of these Terms.
- g) No Endorsement: We may link to other websites operated by or with content provided by third parties, and such other websites may link to our Site. You agree and understand that we have no control over any such other websites or their content and will have no liability arising out of or related to such websites or their content. The existence of any such links does not constitute an endorsement of such websites, their content, or their operators. We are providing these links to you only as a convenience.
- h) Entire Agreement: These Terms, any appendices or attachments to these Terms, and all disclosures, notices or policies available on the Site that are specifically referenced in
these Terms, comprise the entire understanding and agreement between you and SuperEx as to the Services, and these Terms supersede any and all prior discussions, agreements, and understandings of any kind and every nature (including, without limitation, any prior versions of these Terms) between and among you and SuperEx. Section headings in these Terms are for convenience only and shall not govern the meaning or interpretation of any provision of these Terms.