Finbloom Global Privacy Statement

General

Finbloom Inc. and its affiliates (hereinafter Finbloom, ‘we’, ‘us’, or ‘our’) is committed to ensuring that your personal data is used correctly and in accordance with the highest standards of Data Protection Law.

Guavapay Group means Guavapay Limited, Finbloom Inc., Guavapay Canada Inc., Guavapay Currency (United Kingdom, Canada, Poland respectively) and their branches, subsidiaries, affiliates and sister companies.  

When this policy mentions “Guavapay,” “we,” “us,” or “our,” it refers to the Guavapay company that you have contacted (or been contacted by) or contracted with. 

This Privacy Policy (“Policy”) explains in detail the types of personal data we may collect about you and what we do with your personal data. It also set outs what we do to keep your personal data secure, as well as your rights in relation to the personal data we hold about you. If you are a Guavapay Currency client, please visit our Privacy Policy here. If you are a Guavapay Limited client, please click here.

For the purposes of Data Protection Law, Guavapay will be deemed a Controller or Joint Controller of your personal data unless you are a Guavapay client’s recipient/beneficiary in which case, Guavapay is a Processor of your personal data. 

Please see the “Definitions and Glossary” section to understand the meaning of some of the terms used in this Policy.

Please read this Policy carefully as it will help you understand what we do with the information we collect.

What personal data do we collect?

Information you provide us when you use our Services or contact our team:

• Details such as your name, residential address, date of birth, telephone number, mobile number, email address, occupation, bank account details, details in your identification documentation (e.g. passport, social security number or other tax identification number), utility bill, and/or driving licence, visa and copies of any other documents you provide to prove your age or identity so we can satisfy our ‘Know Your Customer’ checks.

• If you have a MyGuava account online, log-in credentials such as your username, password, passcode and security question answers.

• To comply with Anti-money laundering (AML) and Countering the Financing of Terrorism (CTF) legislation, assess creditworthiness, and process payments and transactions we may collect financial information such as credit or debit card numbers, credit information or reports or tax information.

• When you book transactions with us, we need to collect information about the other parties involved in the transaction, including beneficiary name, account number, address (“Beneficiary Details”), the source of the funds, the reason for the transaction and the devices and payment methods used to complete transactions. – Note: by providing this information to Guavapay, you agree to have obtained the payee’s consent to their personal data being processed by Guavpay in its capacity as a Processor. This is necessary for us to make a payment to them and you confirm that you know they agree or that you are otherwise allowed to give us this information and will inform them of the contents of this Policy.

• If you are using our services on behalf of a business entity, we need to collate information about the business including the organisational structure of the company and individuals involved in the business including their name, address, job title of signatory, email, phone, Identity documents of signatory, proof of bank account details and similar details of other authorised personnel. We may also collect entity formation documents or other corporate records such as company registration details etc. 

Guavapay is required under AML/ CTF Laws to collect Personal Data of individuals who ultimately own or control corporate clients, directly or indirectly (“Beneficial Owners”). This is to ensure that they have authority to act on behalf of the business entity and provide that information. Such information may include the Beneficial Owner’s name, date of birth, title, mailing address, phone number, email address, nationality, occupation and social security number or other tax identification number. You confirm that you know the Beneficial Owners agree or that you are otherwise allowed to give us this information and will inform the Beneficial Owners of the contents of this Privacy Policy. 

• To the extent permitted by applicable law, we may obtain, in the course of providing you with the services you request, background check reports from public records of criminal convictions and arrest records. Some jurisdictions require us to obtain your consent. Where you refuse to provide consent, we may be unable to provide services to you.

• We may collect any other Personal Data you provide to us when you update your account information, respond to surveys, post to third party community forums hosted by Guavapay and third parties, participate in contests or promotions, or use any other feature of our products or services.

Information we collect about you when you use our Services or contact our team:

• Details of the transactions you carry out when using our Services, including geographic location from which the transaction originates.

• Your image(s) in photo (for example, where required as part of our Know-Your-Customer (“KYC”) checks, to verify your identity where you upload a photo to your Guavapay account and any photographs from ID’s such as a driving licence or passport).

• Information about other people (such as a joint account holder, your spouse or family) when we ask you to give us this information to enable us to comply with our obligations under KYCAML/CTF legislation and to assist with fraud monitoring.

• Personal Data derived from money transfers, payments, membership programmes including various referrals, previous use of its service history and/or marketing choices generated or collected in virtue of the relationship between Guavapay and you.

• When you access our services or products via our online channels, we collect website behaviour and store user data for session statistics (pages visited, clicks, referral sources, etc.), approximate geolocation, browser, device information, server logs, which may include information such as IP address, access times and dates, pages viewed.

• We may obtain information about the devices you use to access our website – through, for example, Google Analytics which may include details of the device used (mobile, desktop, tablet), the brand of the device (iPhone, Galaxy, etc.), the OS, and the browser used.

We will update the information we hold on you as and when you provide it to us during our communications with you. However, wherever possible, you should advise us if information we hold on you needs updating or is no longer accurate. 

When do we collect personal data about you?

We will collect your Personal Data from you when it is reasonable or practicable to do so, or is authorised by applicable laws.

We collect Personal Data and other information from you when you:

• Visit any of our websites or download and install the Myguava app;

• Complete an application or form, register for a Myguava user account; 

• Submit to our verification procedures, apply for additional account features or services or conduct transactions;

• Raise an enquiry on the Guavapay website, respond to our emails, messages or surveys or communicate with us by email and online via Guavapay website or App;

• Sign up to receive our general marketing from us; 

• Report a problem, make a query or issue a complaint about our Services; 

• When you download the copy of our marketing materials online;

• Connect with us via your social media account. 

Information collected from Third Parties

We collect Personal Data about you from third parties and other sources, including government agencies, identity verification and fraud detection service providers and databases, credit bureaus, credit reporting bodies, credit reference agencies, community forums used to post ratings or reviews, social media platforms, advertising, advertising technology and market research companies, third-party sales lead sourcing companies, demographic & profile data brokers including companies that publish marketing and advertising materials that you interact with, Guavapay business partners and associates through which you access our services.

The ”lawful basis” we rely on to process your personal data

Data Protection Law sets out the key, lawful basis that organisations, businesses and governments can rely on to collect and process personal data. Guavapay predominately relies on the following: 

1. Consent 

This means processing your personal data where you have explicitly given us permission to do so. 

2. Performance of a Contract 

This means processing your personal data in order to fulfil our contractual obligations with you. 

3. Legal Obligations 

This means processing your personal data where it is necessary for compliance with a legal or regulatory obligation to which we are subject. 

4. Legitimate Interests 

This means processing your personal data where we or a third party have a legitimate interest to do so. We make sure we consider and balance any potential impact on your rights before we process your personal data for our legitimate interests. Where our interests are overridden by a negative impact on your privacy rights, we will not process your personal data. 

How do we use your personal data?

We may process your personal data for the following purposes, depending on how you interact with us.

1. To complete the delivery of our Services

Without your personal data, we would not be able to open your MyGuava account or complete the delivery of our Services. 

As part of our online account opening process, we will send you a one-off follow up registration email should you not complete the second page of the online account registration page. We will do this on the basis of our legitimate interests.

Throughout the relationship, Guavapay may also be required to send you communications known as ‘service messages’ in order to inform you about changes to the services we provide you. These service messages will not include any promotional content and cannot be unsubscribed from.

2. To respond to your queries and complaints

Without your personal data, we would not be able to effectively respond and handle queries or complaints. We may keep a record of our correspondence to demonstrate how we communicated with you throughout. We will do this on the basis of our legitimate interests and our legal obligations.

3. To comply with our legal and regulatory obligations

To comply with laws, regulations, codes of conduct, binding determinations or to respond to government authorities, to address disputes or resolve claims related to the use of our services, to enforce our terms and conditions, to verify your identity or authenticate your right to access an account or other information, and to conduct manual or automated monitoring in order to meet our legal and regulatory requirements, we are required to carry out regulatory checks in order to prevent and detect fraud, money laundering, identity theft and other crimes. 

4. To analyse, test and improve our systems and databases

We may use your personal data to ensure that our systems are tested thoroughly. This ensures that the system can cope with comparable volumes of information, that a wide range of realistic scenarios are covered, and that the test will reflect all the possible combinations that occur in the real environment.

5. For training and quality purposes

We are continually reviewing the quality of the services we provide in order to improve your experience with Guavapay. We will do this on the basis of our legitimate interests.

Who do we share your personal data with?

With the exceptions described in this section, we do not make your personal data available to third parties unless you have expressly consented to it, if we are legally obligated to, or if this is necessary to enforce our tights concerning a contractual relationship. We will never sell your Personal Data to marketers or other third parties. 

We may share your personal data with the following entities for the purposes described in this Policy:

• Guavapay subsidiaries, overseas branches, affiliates and sister companies

A complete and up-to-date list can be found in the “Definition and Glossary” section of this Policy.

• Third party service providers

We engage a variety of service providers to enable us to provide our services to you. This includes:

• Payment processing service providers, intermediary banks and financial institutions to process your transactions.

• Auditors and professional advisers such as lawyers and consultants.

• Banks and financial services.

• Companies who host, support and maintain our website, databases, archives and other business systems.

• Companies that provide our email archiving and backup system.

. 

• Companies who assist with providing our two-factor authentication security process.

• Public Authorities & Regulatory Bodies

This will only be in response to lawful requests made from public authorities and regulatory bodies, if we believe it is necessary or appropriate, we may share your Personal Data with law enforcement officials, government authorities, regulatory bodies or other third parties, including for the purposes of: (i) enforcing our terms and conditions or other applicable agreements or policies; (ii) protecting our rights, property, privacy, or security, or that of others; or (iii) complying with applicable law, legal process, or government orders including any request made in order to meet national security, public interest or law enforcement requirements.

Do we use cookies and other tracking technologies?

We use cookies and similar tracking technologies to enhance your experience on our website. Cookies are small text files stored on your device through your browser.  When you visit our website, we may collect information automatically through cookies to provide a more user-friendly experience.

You can control cookie settings via your browser:

• Prevent Cookies: Adjust your browser settings to block cookies.

• Delete Cookies: Remove existing cookies through your browser settings or other software.

Most browsers allow these actions, but disabling cookies may affect the functionality of our website.

By continuing to use our website without changing your settings, you consent to our use of cookies as outlined in this policy. If you disagree, please adjust your browser settings accordingly or refrain from using our website.

How do we protect your personal data?

We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed.

Protections include, but are not limited to, two-factor authentication, mature access control (with strict procedures around privileged access), network segmentation, layered security appliances (firewalls).

We provide our employees with training and detailed information about our data handling practices through internal company policies such as our Data Protection Policy. All employees have to certify that they have read and understood the contents of our Data Protection Policy which is reviewed and updated on an annual basis. As well as our Data Protection Policy, which governs how we process data throughout the Guavapay Group, we have a separate suite of internal policies which govern areas such as information security and information classification.

How long we will keep your personal data?

In accordance with our legal and regulatory obligations (for example, Money Laundering Regulations), we will retain your personal data for a minimum period of six years from the closure of your account.

In some circumstances, such as an enquiry from a law enforcement agency, we may retain your personal data for a longer period of time.  We may also retain information if doing so protect our interests, for example, if legal proceedings are anticipated or on-going.  

When data falls outside Guavapay’s retention periods, we will take steps to delete it from our system. Where you have asked us not to contact you, we will retain that information on a ‘do not contact’ list to reduce the risk of us contacting you in the future.

Inactivate Accounts

If you have not used your account for more than two years, it will be flagged as inactive and we may contact you to ask whether you want to close the account.

Closed Accounts

If you inform us you longer wish to have a MyGuava account, we will close and deactivate your account.

At the end of the retention period, your personal data will either be anonymised (so that it can only be used in a non-identifiable way for statistical analysis and business planning), made inaccessible or unintelligible (for system integrity purposes) or deleted completely. However, we may retain your information beyond this retention period if we have a legitimate business interest to do so (or we can rely on another lawful basis).

Your data may be retained on offline backup systems for a longer period, however these backups are not part of our day to day processing.

Your data protection rights

You have a number of rights under Data Protection Law which, in certain circumstances, you may be able to exercise in relation to the personal data we process about you. This includes:

Right to Access: You have a right to receive a copy of the personal data we hold about you. This is commonly known as a Data Subject Access Request. Please note that you must verify your identity and request before further action is taken. As a part of this process, government identification may be required.

Right to Data Portability: You have a right to receive certain information you have provided to us in a ‘machine-readable’ format and/or request that we transmit it to a third party.

Right to Erasure: You have a right to request that we erase your personal data. However, we may not always be able to comply with your request of erasure for specific legal and regulatory reasons which will be notified to you, if applicable, at the time of your request.

Right to Object: In cases where we are processing your personal data on the basis of our legitimate interest, you can ask us to stop for reasons connected to your individual situation. We must then do so unless we believe we have a legitimate overriding reason to continue processing your personal data.

Right to Lodge a Complaint: You have the right to lodge a complaint with your national data protection authority. Further details can be found in the “Contact Us” section of this Policy.

Right to Rectification: Where your personal data is inaccurate, out-of-date or incomplete, you have the right to request an amendment to it.

Right to Withdraw Consent:  Where you have given us your consent to process your personal data, you have the right to change your mind at any time and withdraw that consent.

If you wish to exercise any of these rights, please get in touch by using the details in the “Contact Us” section below. Please note we will ask you to verify your identity before proceeding with any request you make. Once we have verified your identity, we will endeavour to respond to your request within a month from receiving a valid request.

Managing your marketing preferences

There are a number of ways you can update or stop direct marketing communications from us:

Click the ‘unsubscribe’ link in any email communication that we send you. We will then stop any further emails from that particular business entity of Guavapay. Please note unsubscribe links are not sent on service emails. Please note that unsubscribe links are not included in service emails because you cannot unsubscribe from service emails.

If you have downloaded MyGuava’s App (UK only) and wish to disable push notifications, you can do this by following the below steps:

For iOS Devices:

• Open your Settings app and tap “Notifications”
• Swipe up until you see the MyGuava App
• Select the MyGuava App and tap the check box next to “Allow Notifications” to disable

For Android Devices:

• Open your Settings app and tap “More”
• Tap Application Manager and select “Downloaded”
• Select the MyGuava App and tap the check box next to “Show Notifications” to disable
• If you have opted in to receive MyGuava’s web notifications and wish to disable push notifications, you can do this by following the below steps:

For Chrome browsers:

• Open your Settings app and click ‘Advanced’.
• Under ‘Privacy and security’, click Site settings.
• ‘Click Notifications’.
• Choose to block or allow notifications:

(i)  Block all: Turn off ‘Ask before sending’.

(ii)  Block a site: Next to ‘Block’, click ‘Add’. Enter the site and click ‘Add’.

(iii)  Allow a site: Next to ‘Allow’, click ‘Add’. Enter the site and click ‘Add’.

For Firefox browsers:

• Click the menu button and select ‘options’.
• Click ‘Privacy & Security’ from the left pane.
• Scroll to the Permissions section.
• Click the ‘Settings’ button next to notifications.
• Select the website.
• Click the ‘Remove Website’ button.

Please note that you may continue to receive communications for a short period after changing your preferences while our systems are fully updated.

Contacting the Regulator:

If you feel that your personal data has not been handled correctly, or you are unhappy with our response to any requests you have made to us regarding the use of your personal data, you have the right to lodge a complaint with your national Data Protection Authority.

In the UK, this is the Information Commissioner’s Office. You can contact them by visiting https://ico.org.uk/global/privacy-notice/how-you-can-contact-us/

For a complete list of all European Data Protection Authorities, click here: https://ec.europa.eu.

For Canadian customers, you have the right to lodge a complaint with the Office of the Privacy Commissioner of Canada, or in some Canadian provinces, your local Privacy Commissioner.

Changes

Last Modified: 11th June 2024

We reserve the right to amend this Policy from time to time without notice in order to be consistent with Data Protection Law requirements. Where we do make significant changes to this Policy, we will take appropriate steps to bring those changes to your attention.

Glossary and Definitions

Contact Us

If you have any questions, comments, or concerns not specifically regarding our Privacy Policy and/or practices as it or they relate to the Platform, please contact us at our email address info@finbloom.ca  

The following is a summary of the Finbloom Terms of Service provided solely for your convenience and informational purposes. You must read the complete Terms of Service below for the legally binding terms.

Summary of Finbloom Terms of Service

Version 1.1 date 12.09.2024

This summary provides an overview of our Terms of Service that apply to your use of our website, platforms and other services. This summary isn’t legally binding and is purely for informational purposes. While we hope this summary section is helpful, please read the complete Terms of Service below for the legally binding terms.

THE GOLDEN RULE: DON´T USE CRYPTO-RELATED SERVICES UNLESS YOU’RE PREPARED TO LOSE ALL THE MONEY YOU USED. CRYPTOASSETS INVOLVE HIGH RISK AND YOU ARE UNLIKELY TO BE PROTECTED IF SOMETHING GOES WRONG.

Applicable Terms. The Terms of Service will apply to you if you use services of Finbloom. If there is any inconsistency between these Terms and the Terms of the MyGuava account offering entity, these Terms will apply. MyGuava Account terms and other legal and policies documents concerning use of MyGuava Account are located on the website of Guava Pay Canada Inc. available on this link: https://myguava.com/legal/.

Account and Eligibility. The Terms of Service sets forth certain criteria for your eligibility to use our services and platforms. It also includes requirements about who may create an account and what you can’t do with your account.

Our Services. Below, you’ll find terms about how you can use our services. There are fees associated with our services, and the Terms of Service provide more information on those fees and how they may be paid by you. There are also a number of ways in which you are prohibited from using our services or platforms, some of which are covered below.

Supported Digital Assets and Availability of Services. Certain Digital Assets or services may not be available or may only be available in certain jurisdictions. We also may stop supporting certain Digital Assets or may stop providing certain services.

Changes. The Terms of Service discuss changes we can make to our services, platforms, or the terms themselves, including how we can suspend or terminate the services or platforms or your account. Changes to the Terms of Service, our services, or platforms may be made at any time, with or without notice. Continued use of our services and platforms is your consent to the Terms of Service and any changes to them.

Risks and Liability. There are risks associated with using our services, and the Terms of Service cover some of these risks. The Terms of Service also cover your responsibility for taking on risk, limit our liability to you, and limit the remedies you may have against us and how you may seek those remedies.   

No Insurance. We are not a bank or other depository institution. Your account isn’t a deposit account or bank account. Your account and digital assets are not covered by insurance against losses or subject to protections by the Canada Deposit Insurance Corporation (CDIC) or any comparable organization in the world

Annexes. You may have the opportunity to use additional services we provide from time to time. The Annexes to the Terms of Service contain terms and conditions on additional services.

Dispute Resolution. While we hope to avoid disputes, if one does arise, only the courts of the province of Ontario, Canada, can deal with any matter relating to these terms and conditions.

Terminate Account. You may terminate your account at any time by transferring your Digital Assets and redeeming your Fiat Balances to a Financial Account and ceasing to use our services. Certain terms of our relationship survive terminating your account, and these terms are detailed below.

The following is the binding and enforceable Terms of Service.

Finbloom Terms of Service

Last Updated: XX, July 2024

Please read these Terms of Service (including all Annexes, “Terms”) carefully, as they are binding and govern your use of our services, and our website(s), any Finbloom mobile application(s) or platform(s) (if at all relevant); and/or non-Finbloom mobile application(s) or platform(s) such as “MyGuava” and Guavapay Canada Inc. through which you access our services and execute transactions (“Platforms”), along with any applicable third-party terms you may have agreed to 1) as part of using or receiving our mobile applications (such as terms for the Apple App Store or Google Play, if applicable); and/or 2) whilst utilizing our services through non-Finbloom mobile application(s) or platform(s) such as “MyGuava”.

Platforms are designated to facilitate the buying, selling cryptocurrencies, and all other products or services provided by us to you. If these Terms conflict with any such third-party terms, these Terms will control to the extent of the conflict in respect of the services contemplated herein. By accessing or using our services or Platforms, or by creating an account, you agree to these Terms. 

These Terms do not govern payment or other regulated services related to your payment account with MyGuava ( “MyGuava Account”). MyGuava Account terms and other legal and policies documents concerning use of MyGuava Account are located on the website of Guava Pay Canada Inc., here is the link: https://myguava.com/legal/.

We do not provide any investment advice relating to our crypto services. You should carefully consider whether your personal situation and the financial risks you are willing to take mean that you should not buy crypto-assets. You may want to speak to an independent financial adviser.

THE GOLDEN RULE: DON´T USE CRYPTO-RELATED SERVICES UNLESS YOU’RE PREPARED TO LOSE ALL THE MONEY YOU USED. CRYPTOASSETS INVOLVE HIGH RISK AND YOU ARE UNLIKELY TO BE PROTECTED IF SOMETHING GOES WRONG.

To make sure you have safe access to your crypto services, download any updates for your device of the app as soon as they become available.

We make our services and Platforms available for users in many countries. Because of this, not all services are available on every Platform or in every location, and the services and Platforms may be provided to you by one of our affiliated entities.

These Terms are a legally binding agreement between “you” (an individual, or an entity acting through an authorised individual) and Finbloom and Guava Pay Canada Inc. (including its affiliates, “we”, “us”, “our”, “Finbloom”):

1.                Definitions

In addition to the capitalized terms defined throughout these Terms, the following terms have the following meanings:

“Topup” has the meaning set forth in Section ‎4. For your information, that section defines “Topup” as to deposit Digital Assets into your account.

“Designated Financial Institution” means a financial institution that we have designated to hold Fiat Currency that you deposit for use in connection with any of our services.

“Digital Asset” means any digital currency or other digital asset that is available in connection with our services. For clarity, Digital Assets don’t include NFTs, which are addressed in Annex A.

“Fiat Balance” means the value of Fiat Currency reflected on your account which has been deposited in a Designated Financial Institution and reconciled periodically based on your use of the services and applicable fees.

“Fiat Currency” means government-issued currency that isn’t backed by a commodity, including Canadian Dollar, US Dollars, British Pound and Euro, and that is available in connection with our services.

“Financial Account” has the meaning set forth in Section ‎4. For your information, that section defines “Financial Account” as a financial account or wallet maintained outside the services, of which you are the actual or beneficial owner. For the avoidance of doubt, you are prohibited from attempting to or initiating Digital Asset transfers to or from external accounts or wallets that are not owned or controlled by you.

“Issue” or “Issuance” has the meaning set forth in Section 4. For your information, that section defines “Issuance” as being issued a Fiat Balance in your account after deposit of Fiat Currency with a Designated Financial Institution.

“Our Content” has the meaning set forth in Section ‎9. For your information, that section defines “Our Content” as collectively (1) our services and Platforms, (2) all content, materials, software, and trademarks found on them, (3) the selection and arrangement of them, and (4) all intellectual property rights in them.

“Platforms” has the meaning set forth in the preamble to these Terms. For your information, the preamble defines “Platforms” as our websites, and mobile applications through which you access our services.

“Redeem” or “Redemption” has the meaning set forth in Section 5. For your information, that section defines “Redeem” or “Redemption” as redeeming a Fiat Balance into a Fiat Currency deposited into a Financial Account approved by us.

“Terms” has the meaning set forth in the preamble to these Terms. For your information, the preamble defines “Terms” as these Terms of Service, including all Annexes hereto.

“Exchange” has the meaning set forth in Section ‎6. For your information, that section defines “Exchange” as an Exchange, through your account, of any of the following (1) a certain Digital Asset or NFT for another Digital Asset, (2) a certain Digital Asset or NFT for a certain Fiat Currency, (3) a certain Fiat Currency for a certain Digital Asset, or (4) a certain Fiat Currency for a certain other Fiat Currency.

“Unsecured Deposit Hold” has the meaning set forth in Section 4. For your information, that section defines “Unsecured Deposit Hold” as an amount of funds in your account sufficient to cover, at a 1:1 ratio, any payments using SEPA or similar or credit card for 120 days post deposit.

“VASP Services” means exchange between virtual assets and fiat currencies; exchange between one or more forms of virtual assets; transfer of virtual assets, that is to say, conduct a transaction on behalf of another person that moves a virtual asset from one virtual asset address or account to another; and act as a custodian wallet provider.

“Withdraw” or “Withdrawal” has the meaning set forth in Section ‎5. For your information, that section defines “Withdraw” or “Withdrawal” as your transfer of Digital Assets from your account to a Financial Account approved by us.

“You” has the meaning set forth in the preamble. For your information, the preamble defines “you” as the individual, or entity acting through an authorized individual, who is bound by these Terms.

“Your Content” has the meaning set forth in Section ‎9. For your information, that section defines “your Content” as content and materials you transmit in or through our services or Platforms, excluding Personal Data as defined in our Privacy Notice.

2.                Changes of the Services and Terms

Except where prohibited by applicable law, these Terms may change at any time and without notice, including updates to (1) reflect changes to our services and Platforms or how we do business; (2) reflect the addition of new services, features, technologies, or offers; (3) address legal, regulatory, or security development; or (4) prevent harm to our services and Platforms or to those using our services and Platforms. These Terms can only be modified in writing, and any change will be effective as of the Last Updated date set forth above.

You should frequently check these Terms for updates. If you continue to access or use our Platforms or services, after we change these Terms, you agree to all our changes.

3.                Eligibility; Account

3.1. Eligibility

To use most of our services, you need to create an account with us. Your account may hold Digital Assets, NFTs or a Fiat Balance. To use any of our services, or to create an account, you must meet at least the following conditions (“Conditions”):

• if you are an individual, be old enough to legally form a binding contract in your jurisdiction,
• if you are an entity, be duly organized and validly existing under the applicable laws of the jurisdiction of your organization,
• have a current and valid email address, mobile phone number, and street address,
• have full power and authority to enter into these Terms without violating any other agreement you have made,
• not have been restricted from using our services,
• if you are an individual, not be located in, under the control of, or resident in—or, if you are an entity, not be directly or indirectly owned or controlled by any person located in, under the control of, or organized or resident in—any sanctioned or embargoed jurisdiction (including, but not limited to, Crimea, Cuba, Donetsk, Iran, Luhansk, North Korea, Russia, Belarus, and Syria), or any jurisdiction where we may have restricted use of any services, and
• if you are an individual, not be listed on—or, if you are an entity, not listed on or be directly or indirectly owned or controlled by any person listed on—the Office of Foreign Assets Control of the U.S. Department of Treasury’s Specially Designated Nationals and Blocked Persons List (“SDN”), the U.S. Department of Commerce’s Denied Persons List, Consolidated Non-SDN Lists, the United Nations (UN) Security Council Consolidated List, or regional or foreign government watchlists.

In addition, you may be required to comply with additional requirements to open an account or use the services in the jurisdiction in which you are located. We’ll use reasonable efforts to notify you of such additional requirements, but your ability to open an account and use the services is subject to those additional requirements whether notice has been provided or not. By making an account or using the services, you represent and warrant that you meet all of the Conditions. If you stop meeting the Conditions, you must immediately notify us and stop using your account and the services. We may require proof that you meet the Conditions. Even if you meet the Conditions, we may, in our sole discretion, determine that you’re not eligible to have an account or use the services. 

You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity, to confirm the above eligibility requirements, to protect you or us against fraud or other financial crime, and as we determine may be necessary to facilitate compliance with these Terms and applicable laws. You understand and agree that we may act as we reasonably deem necessary based on the results of such inquiries, that we have no obligation to inform you of the results of any inquiry and that you expressly waive any obligation we (or are affiliates) may have to take, or advise you of, any possible remedial measures. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.

3.2. Your Activities 

You agree to, and represent and warrant that you will:

• not use your account for the benefit of any person other than you,
• not share your account or password with anyone else,
• maintain the security of your account, including by using a strong password for your account that you don’t use anywhere else,
• notify us immediately if you discover or suspect any security breaches related to your account,
• take responsibility for all activities that occur under your account, and accept all risks of any authorized or unauthorized access to your account, to the maximum extent permitted under applicable law, and
• provide accurate, complete, truthful, and updated information (including email address, mobile phone number, and street address) at all times when using any account or service, including when conducting an Exchange, Topup, and Withdrawal, and when otherwise prompted by any screen displayed within the services or on our Platforms.

We may, in our discretion, determine that it’s necessary or appropriate to temporarily suspend or even terminate your account. Please see Section ‎‎16 below for information on the suspension or termination of an account.

You are solely responsible for all acts and omissions that occur under your account, and you will be deemed to have made all actions taken using your account.

4.                Topup of Crypto & Issuance of Fiat Balance

4.1. Financial Accounts

Many of our services require you to have Digital Assets or a positive Fiat Balance in your account. To transfer Digital Assets into your account (“Topup”) or transfer Fiat Currency to a Designated Financial Institution to be issued a Fiat Currency balance in your account (“Issuance”), you need to be the actual or beneficial owner of a financial account or wallet maintained outside the services (“Financial Account”), and your Financial Account must be approved by us. We don’t approve all Financial Accounts, and may revoke our approval of any Financial Account at any time without notice.

We are not responsible for the use, management, or security of any Financial Account. By using a Financial Account in connection with the services, you represent and warrant that (1) you’re the beneficial owner of the Financial Account, (2) you’re in compliance with all terms and conditions applicable to the Financial Account, (3) you have the authority to make deposits to the Financial Account and take withdrawals from the Financial Account, and (4) you have provided complete and accurate information to us regarding the Financial Account. We may require you to verify that you control a Financial Account before accepting any transfer from it, and you agree to provide us all necessary information to make such verification.

Our services only support certain types of Digital Assets. See Section ‎‎8 for more information. If you attempt to Topup any cryptocurrency or Digital Asset that our services don’t support or accept, you may permanently lose such cryptocurrency or Digital Asset and we won’t be liable for your loss. We may, at our sole discretion, attempt to identify and return such assets, but we have no obligation to do so. If we choose to do so, we may charge you a fee to cover our costs and expenses related to the identification and return of such Digital Asset or cryptocurrency. Such fee may be withheld from the Digital Asset or cryptocurrency that was the subject of the improper Topup attempt.

4.2. Execution

We don’t control or make any guarantees about the amount of time it takes to complete a Topup or Issuance. This time frame depends upon the performance of third parties, including third-party financial institutions or payment services.

Topup and Issuances may not be cancellable once initiated. All Topups and Issuances are final and non-refundable once made, but you may be able to Redeem Fiat Balances or Withdraw Digital Assets in accordance with Section ‎5 (Withdrawals & Redemptions). We may, at any time and without notice, reject any Topup or impose limits on Topups you can make (for example, in magnitude and frequency) or a Fiat Balance Issuance. If you reverse a Topup, Issuance, payment, or other transaction made from a Financial Account, you authorize us, in our sole discretion, to cancel the transaction or to use alternate Digital Assets and Fiat Currency in your account as necessary to complete the transaction or resolve any resulting shortfall or negative balance, including to exchange Digital Assets or Fiat Currency in your account for alternative types of Digital Assets or Fiat Currency and deduct any applicable fees.

We may charge you fees for Topups and Issuances. See Section ‎‎7 for additional information on fees. There may also be third-party fees associated with use of Financial Accounts, and we aren’t responsible for any such third-party fees.

4.3. Fiat Currency

Whenever you instruct your bank or payment service provider to deposit Fiat Currency with a Designated Financial Institution or any other acceptable funding method that may be offered from time to time, we’ll issue a Fiat Balance to your account once such funds have been cleared and received by the Designated Financial Institution. You agree that any Fiat Balance in your account is only for the purchase of Digital Assets or Redemption to a Financial Account approved by us. We don’t pay interest on any Fiat Currency balances held in your account.

You can’t hold a Fiat Balance in a “Digital Assets Only” account. If you try to deposit Fiat Currency with a Designated Financial Institution in these circumstances, we will return the Fiat Currency to the sender less any applicable fees.

4.4. Custody and Title of Digital Assets

Digital Assets held within your account are assets held in custody by us for you. Title to Digital Assets you hold within your account remains with you at all times and doesn’t transfer to us, except as provided herein. None of the Digital Assets in your account or any other customer account are our property, are loaned to us, or are subject to the claims of our creditors, and we don’t represent or treat Digital Assets in your account, or in any other customer’s account, as our property. However, a court may disagree with our treatment of your Digital Assets and subject them to claims of our creditors. We can’t grant a security interest in the Digital Assets held in your account (but we don’t represent or warrant that any Digital Asset is free or clear of any security interest or other lien or encumbrance). Except as required by a facially valid court order, or as set forth in these Terms, we won’t sell, transfer, loan, hypothecate, or otherwise alienate any Digital Assets in your account unless you instruct us to.

In order to more securely and effectively custody Digital Assets, we may use shared blockchain addresses, that we control, to hold Digital Assets on your behalf and to hold on our behalf. We maintain separate ledgers for your account and our accounts.

We may hold Digital Assets in your account in a variety of different ways, including across multiple blockchain protocols, such as “Layer 2” networks, alternative “Layer 1” networks, or side chains. In connection with holding your Digital Assets, we may transfer such Digital Assets off of the primary blockchain protocol and hold such Digital Assets on shared blockchain addresses we control or on alternative blockchain protocols in forms compatible with such protocols. You agree that tokens on our platform are not treated as fungible and are linked to a certain blockchain/protocol. Thus, the customer may hold two accounts for the same token.

4.5. Funding Methods

We may permit you to make a payment associated with the services (including a Topup, Issuance, or Exchange) from your Financial Account(s) using a credit card or money transfer from your Financial Account (e.g., Interac, EFT or SEPA transfer). If you make such payments using money transfers or credit card, you authorize us to debit your associated Financial Account automatically, but you acknowledge that there may be a significant delay in crediting your account with the amount debited (less any fees), including delays due to third party financial institutions or payment processors. If you select a credit card or wallet as your payment method, and any transaction using such payment method falls on a weekend or holiday or after business hours, the debit may be executed on a later business day, although the transaction fees at the time of the regularly scheduled transaction will apply. If your payment method fails, we will notify you that the transaction is canceled and may use the remedies set forth in these Terms to recover any amount owed to us. Credit card payments and money transfers are not controlled by us, and we aren’t liable for any delay or rejection of any such payments, or any other losses, fees, or charges associated with such payments. Your use of money transfers or credit card payments may be subject to third-party terms between you and the third party. We are not a party to such third-party terms and have no obligation or liability to you under such third-party terms.

5.                Withdrawal of Crypto & Redemption of Fiat Balance

You may be able to transfer Digital Assets from your account (“Withdraw” or “Withdrawal”) or redeem Fiat Balances into Fiat Currency (“Redeem” or “Redemption”) deposited to a Financial Account approved by us. At most, you can Withdraw the total amount of Digital Assets or Redeem Fiat Balances in your account, less any fees associated with such Withdrawal or Redemption. You cannot make a Withdrawal if the balance of Digital Assets or a Redemption if the Fiat Balance in your account is less than any minimum balance requirements, any amounts needed to satisfy any of your open positions, or any fees owed by you.

When you request a Withdrawal or Redemption, you authorize us to remove the designated Digital Assets from your account, or direct the Designated Financial Institution to deliver the amount of Fiat Currency for a requested Redemption to you (and to reduce the balance of Fiat Currency in your account), in each case less any fees. A Withdrawal or Redemption may not be able to be completed partially or fully, including because the Financial Account rejects your Digital Assets or Fiat Balance, or the Financial Account is unavailable. We’ll attempt to complete Withdrawals and Redemptions that can be completed, whether partially or fully, within a reasonable time after your request, but we cannot guarantee Withdrawals or Redemptions will be completed within any particular time. We aren’t responsible for any damages resulting from any rejected Withdrawal or Redemption.

Withdrawals and Redemptions may not be cancellable once initiated. All Withdrawals and Redemptions are final and non-reversible once made, but you may be able to Topup the withdrawn Digital Assets or instruct an Issuance of a Fiat Balance in accordance with Section ‎4 (Topups). We can, at any time and without notice, reject any Withdrawal/Redemption or impose limits on Withdrawals /Redemptions you can make (for example, in magnitude and frequency).

We may, in our discretion, determine that it’s necessary or appropriate to suspend your ability to make Withdrawals or Redemptions. We reserve the right to suspend your ability to make Withdrawals or Redemptions altogether for an indeterminate amount of time to ensure, as determined in our sole discretion, compliance with these terms or any legal, regulatory, or administrative obligation or guidance.

6.                Exchanges (Instant Buy/Sell)

6.1. General 

Subject to eligibility requirements and geographic restrictions, our services may allow you to exchange through your account:

• a certain Digital Asset or NFT (defined below) for another Digital Asset,
• a certain Digital Asset or NFT for a certain Fiat Balance,
• a certain Fiat Balance for a certain Digital Asset or NFT, (any of the foregoing, a “Exchange”).

The Digital Assets that may be available for Exchange may change, without notice. In addition, you may not be able to Exchange certain Digital Assets or NFTs for certain other Digital Assets or Fiat Balances, and you may not be able to Exchange Certain Fiat Balances for certain other Fiat Balances or Digital Assets. See our website for more information. 

For more information regarding NFTs or the NFT services please refer to Annex A below. Don’t Exchange NFTs or use the NFT services if you don’t understand the terms that apply to and govern them.

6.2. Execution

See Section ‎ (Topups of Crypto and Issuance of Fiat Balances) for more information on funding your account with Digital Asset or Fiat Balances prior to making an Exchange. To make an Exchange, you must submit an order through the services or NFT services. Certain order types may not be available to you or may be subject to additional terms and conditions set forth in an Annex. We can remove or change any order types at our discretion at any time. Order types may be limited to certain Digital Assets and not all Digital Assets may be the subject of an Exchange for every order type.  

When you submit an exchange order, you authorize us to execute a transaction in accordance with the exchange order (and the order type you choose, if applicable) and to charge you any applicable fees and taxes. The buy and sell exchange rates are not guaranteed and are subject to change approximately every 20 seconds. The actual exchange rate applied to your order may differ from rates provided by third parties, and we are not responsible for matching any third-party rates or ensuring that a specific rate is applied to your transaction. Rates shown on our Platform are valid only for a brief period and may not reflect the current market rates at the time your order is executed. We do not guarantee that you will be able to buy and/or sell Digital Assets on the open market at any particular price or time.

We may provide you confirmation of Exchanges you successfully execute. If we don’t provide confirmation, that doesn’t mean the Exchange didn’t happen. Your account “Crypto” page will reflect successfully executed transactions. Proceeds from a successfully executed Exchange will be credited to your account, less any applicable fees, and the Digital Assets or Fiat Balances you Exchanged for such proceeds will be removed from your account.

We may reject any Exchange or other transaction at our sole discretion, whether confirmed by you or not, and we aren’t liable to you for any rejection.

6.3. Cancellation

All Exchanges are final and non-refundable. All orders are non-cancellable, including before or after we execute an Exchange, unless otherwise provided in these terms. In some circumstances, you may have the opportunity to request cancellation of an order before we execute the Exchange, but we may refuse any cancellation request at our sole discretion. If we fulfil such a cancellation request, that doesn’t mean we’ll cancel future orders in the same or similar circumstances. If your Exchange or other transaction is not successful or your payment method does not have sufficient amount of Fiat Balance or Digital Assets to complete the Exchange or other transaction, you further authorize us, in our sole discretion, to cancel the Exchange or transaction or to use alternate Digital Assets and Fiat Currency in your account as necessary to complete the transaction or resolve any resulting shortfall or negative balance, including to exchange Digital Assets or Fiat Currency in your account for alternative types of Digital Assets or Fiat Currency and deduct any applicable fees and taxes.

6.4. Errors

In the event of an error, whether via our services or platforms, in an exchange order confirmation, in processing your exchange, in funding your account, in transferring Fiat Currency or Digital Assets to a Financial Account, or any other transaction, we reserve the right, and you authorize us, to correct such error, including by revising the transaction (including charging the correct price), cancelling the transaction, or taking any other action to resolve the error (including exchange Fiat Currency or Digital Assets in your account for alternative types of Fiat Currency or Digital Assets and deducting any applicable Fees and taxes to correct the error).

6.5. Insufficient Assets

If you have an insufficient amount of Fiat Balance or Digital Assets in your account to complete an Exchange, we may choose to cancel the entire Exchange.

6.6. Restrictions

We can, at any time and without notice (1) refuse to execute any Exchange or order at our sole discretion, including if you don’t have sufficient Digital Assets, NFTs, or Fiat Balance held or reflected, as applicable, in your account and (2) impose limits on Exchanges (for example, limiting the number of orders or restricting Exchanges from certain locations).

7.                Fees, Taxes

7.1. Our Fees

You agree to pay us all applicable fees associated with your use of the services, including fees for Exchanges, Topups, Issuances, Redemptions and Withdrawals. You authorize us, or our designated third-party providers, to charge or deduct Fiat Balances or Digital Assets held or reflected, as applicable, from your account to cover any applicable fees associated with your use of the services. The relevant fees are shown in our Fee Schedule.

Transactions using the Exchange (Instant Buy/Sell) Services are subject to fees and a spread that is included in the transaction price. Applicable transaction fees and spreads may change. Our current fees can be found in the Fee Schedule under the Instant Buy/Sell tab. Fees may differ depending on the selected payment method (e.g. direct debit). Spreads may be determined based on a combination of factors, including market conditions, asset, order size, type of order, and custodial activity. Spreads typically vary between 0.01%-10% of the Exchange amount, but may be up to 20% in extreme conditions.

Your payment provider may charge additional fees in conjunction with your transaction, however we do not know the fees charged by your payment provider. You understand and agree that you are fully responsible for your payment providers’ fees for all transactions.

We may change the fees and fee Schedule at any time, without notice. Changes to our fee Schedule are effective as of the effective date shown on the fee Schedule, and changes will apply prospectively to your use of the services.

In the event we determine there are insufficient funds to pay any fees, you hereby authorize us to sell Digital Assets from your account sufficient to pay any fees due. In addition, to the extent fees are required to be paid in a particular denomination of Fiat Currency, you authorize us to receive the proceeds of any sale of Digital Assets in such denomination of Fiat Currency or to convert any Fiat Balance held in your account to the required denomination. You are responsible for any and all additional fees that may be incurred to sell Digital Assets or convert Fiat Balance denominations in order for the fees to be paid to us.

If you fail to pay fees or any other amounts owed to us, interest will accrue on such unpaid amounts at the greater of the rate of 0.8% per year, or the maximum amount allowed by law. In addition, we may refer your outstanding amounts to a third party for collection, and we’ll charge you a collection fee of 3% of the outstanding amounts due or the maximum percentage permitted by applicable law, to cover our collection-related costs.

7.2. Third-Party Fees

Your use of the services may also incur third-party fees, such as fees associated with your Financial Account, or other fees, such as gas fees. You’re solely responsible for paying all such fees.

7.3. Taxes

You alone are responsible for determining what taxes apply to your use of the services, including for Exchanges, Topups, and Withdrawals, and for reporting and remitting the correct taxes to the appropriate tax authorities. You agree that we have no responsibility or liability for determining what taxes apply or for collecting, reporting, withholding, or remitting any taxes arising from any Exchanges or transactions, unless otherwise required by law.

Notwithstanding anything herein to the contrary, we may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable to you such federal, national, provincial, local income non-income, or other taxes as may be required to be withheld pursuant to any applicable law or regulation of any jurisdiction or taxing authority.  You authorize us, in our sole discretion and in lieu of a separately stated tax amount, to increase any applicable Fees to account for taxes owed on a particular transaction undertaken using our services.

We are subject to various obligations imposed by the tax (and other) laws and supervisory authorities of various jurisdictions. These obligations may require us to request additional information, documentation or certifications from you and process certain personal data for identity verification, payment processing, compliance with court orders, tax laws or other purposes not disclosed herein. Please refer to our Privacy Notice for Information we may collect about you. These obligations may arise at various times, including, but not limited to, client on-boarding, payment processing, and systemic checks for risk management, and may change without notice. We reserve the right to lock, disable and close accounts as deemed necessary by us in order to comply with any such legal and regulatory obligations now existing or hereinafter imposed.

8.                Supported Digital Assets, NFTs and Fiat Currencies

The Digital Assets, NFTs, and Fiat Currency supported by our services are identified on our website and may change at any time, without notice, in our sole discretion. Certain Digital Assets, NFTs or Fiat Currencies may not be available for Exchanges, Topups, Issuances, Withdrawals, or Redemptions in certain jurisdictions. 

The availability of Digital Assets, NFTs or Fiat Currency for Exchanges, Topups, Issuances, Withdrawals, or Redemptions on the Platforms does not guarantee that such Digital Assets, NFTs or Fiat Currency will be available for Exchanges, Topups, Issuances, Withdrawals, or Redemptions in the future. You are solely responsible for monitoring which Digital Assets, NFTs and Fiat Currency are supported by the services. We’re not liable for discontinuation of support of any particular Digital Asset, NFTs or Fiat Currency, even if you’re engaged in time-sensitive Exchanges, Topups, Issuances, Withdrawals, or Redemptions. We reserve the right to discontinue supporting any Digital Asset, NFTs or Fiat Currency with or without notice. You acknowledge and agree that we may take any action necessary to discontinue our support of a Digital Asset, NFT or Fiat Currency, including but not limited to cancelling your order instructions and requiring you to remove discontinued Digital Assets, NFTs or Fiat Balance from your account in a reasonable period of time, and under no circumstances will we be liable to you for any direct or indirect losses, damages, or costs that you may suffer in connection with any actions or inaction we may take in accordance with this Agreement to discontinue our support of a Digital Asset, NFT or Fiat Currency. 

9.                Content, Feedback

Our Content. We or our licensors own (1) our services and Platforms, (2) all content, materials, software, and trademarks found on them, (3) the selection and arrangement of them, and (4) all intellectual property rights in them (collectively, “Our Content”). So long as you comply with these Terms, you’re permitted to use our services, and Our Content made available to you as part of our services, but only for your own benefit. We can take away this permission at any time for any reason. You don’t have or acquire any rights to Our Content beyond the limited, revocable permission in the previous sentence.

Your Content. You may have the opportunity to transmit content or materials in or through our services or Platforms (“your Content”, excluding Personal Data as defined in our Privacy Notice. You grant us a perpetual, irrevocable, royalty-free, worldwide, fully sublicensable, non-exclusive right and license to use and exploit your Content in any manner and for any purpose.

Feedback. You may provide us feedback, suggestions, or ideas relating to our services or Platforms (“Feedback”). You represent and warrant that you have the right to provide us any feedback that you provide. You agree that we’ll own all feedback, and you hereby irrevocably assign all right, title, and interest in and to all feedback to us.

Other Content and Services. When using our services or Platforms, you may come across links to third-party content, or you may have the opportunity to use third-party services in connection with our services or Platforms. We don’t control or endorse any third-party content or services and are not liable to you for third-party content or services in any way. Your use of third-party content or services may be subject to additional terms and conditions with third-party providers, and we are not part of those terms or conditions. If any third-party terms and conditions conflict with these Terms, you agree that these Terms control.

10.             Restrictions

You won’t:

• use Our Content to engage in, pay for, or support any illegal, fraudulent, deceptive, or manipulative conduct, including illegal gambling activities, money-laundering, or terrorist activities,
• use Our Content in any way or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other rights of us or any third party, or applicable local, state, or federal law or regulation, or that is prohibited by these Terms,
• remove, delete, alter, or obscure any trademarks, specifications, warranties, or disclaimers, or any intellectual property or proprietary rights notices from Our Content,
• use, export, reexport or transfer any of Our Content for any purpose prohibited by U.S. or local export or import control laws and regulations,
• copy, modify, disassemble, decompile, or reverse engineer Our Content (except to the extent such restrictions are prohibited by applicable law),
• use (except as expressly permitted in these Terms), license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party Our Content in any way,
• take any action or use Our Content in any manner that could damage, destroy, disrupt, disable, impair, overburden, or otherwise impede or harm in any manner Our Content, or interfere with any other party’s use of Our Content,
• disrupt, interfere with, violate the security of, or attempt to gain unauthorized access to Our Content or any computer network,
• bypass, breach, avoid, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure implemented by us or any of our service providers to protect Our Content,
• use any device, software, or routine that interferes with the function of Our Content or transmit in or through Our Content, or use in connection with Our Content, any virus, trojan horse, worm, backdoor, time bomb, malware, or other software or hardware devices designed to permit unauthorized access to, or disable, erase, or otherwise harm, any computer, systems, or software,
• access or use Our Content to build or support products or services competitive to our products or services,
• use any web scraping, web harvesting, or data extraction methods to extract any data from Our Content,
• create, use, operate, or employ any bots, robots, parsers, spiders, scripts, programs, routines, or any other forms of automation to engage in any activity on Our Content,
• develop any third-party applications that interact with Our Content without our prior written consent,
• use or attempt to use another user’s account without authorization,
• use or attempt to use Our Content for any person other than yourself,
• provide false, inaccurate, or misleading information in connection with your use of or access to Our Content, or
• encourage, permit, or enable any other person or entity to do any of the foregoing.

In addition, not all of our services are available on every Platform or in every location. You won’t attempt to access any services that are unavailable in your location.

11.             Risks

There are substantial risks associated with using our services, including conducting Exchanges. You should carefully consider whether using our services is suitable for you in light of your circumstances, knowledge, and financial resources. Certain of these risks can be found on our Legal Disclosures page, which is incorporated into these Terms by reference, however the list of risks isn’t complete and cannot address all risks associated with your use of the services.

WE ARE NOT A BANK OR OTHER DEPOSITORY INSTITUTION. YOUR ACCOUNT ISN’T A DEPOSIT ACCOUNT OR A BANK ACCOUNT. OUR SERVICES AREN’T DEPOSITORY OR BANK PROGRAMS. NEITHER YOUR ACCOUNT NOR YOUR DIGITAL ASSETS ARE COVERED BY THE CANADA DEPOSIT INSURANCE CORPORATION (“CDIC”) OR ANY COMPARABLE ORGANIZATION IN THE WORLD.

You acknowledge and agree that your access to and use of the services, including conducting Exchanges, is at your own risk, and that we aren’t liable to you for any losses you incur arising from such risks.

12.             Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICES AND PLATFORMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT RELATING TO OUR SERVICES AND PLATFORMS. WITHOUT LIMITING THE FOREGOING, WE DISCLAIM THAT OUR SERVICES OR PLATFORMS WILL BE AVAILABLE, ACCURATE, SECURE, USEFUL, UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WITH OUR SERVICES OR PLATFORMS CAN OR WILL BE CORRECTED, OR THAT THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE DON’T PROVIDE ANY UPTIME GUARANTEES, AND WE MAY DISCONTINUE MAKING OUR SERVICES OR PLATFORMS AVAILABLE TO YOU AT ANY TIME AT OUR SOLE DISCRETION.

13.             Limitations on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR OUR DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS WILL BE LIABLE WITH RESPECT TO ANY CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, RELATED IN ANY WAY TO THESE TERMS, OUR SERVICES OR OUR PLATFORMS FOR (1) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA AND (2) TO THE EXTENT NOT ALREADY EXCLUDED, ANY AMOUNTS EXCEEDING 100 CANADIAN DOLLARS.

14.             Indemnification

You agree to defend, indemnify, and hold harmless us and our officers, directors, members, employees, and agents, from any claim, demand, action, damage, loss, cost, or expense (including reasonable attorneys’ fees) relating to (1) your use of our services or Platforms, (2) your violation of these Terms, (3) your infringement, misappropriation, or violation of the rights of any other person or entity, (4) any content, materials, or information (in any form or medium) that you submit, post, upload, provide, contribute, or make available (or authorize or instruct us to do so) through the services or Platforms, and (5) any Feedback. If you’re obligated to indemnify us, we have the right to control any action if we want and you cannot settle any action without our consent, unless the settlement is only for money damages which you entirely pay.

15.             Dispute Resolution; Applicable Law

If any dispute, controversy, or claim arises out of or in connection with this Agreement, including its breach, termination, or validity, the parties agree to attempt in good faith to resolve the dispute through negotiation within 30 days from the date one party notifies the other of the dispute. During this period each party shall use its best efforts to communicate openly and resolve the dispute amicably.

Notice to Finbloom must be sent by email to the following email info@finbloom.com or post to Finbloom Inc., having its registered address at 1410 Nesdale Court Mississauga ON L5J 4M2, Canada.

If the dispute is not resolved within the 30-day negotiation period, either party may apply to the courts of province of Ontario and Canada can deal with any matter relating to these terms and conditions. Each party agrees to submit to the jurisdiction of these courts and waives any objections or inconvenience.

The laws of Province of Ontario and Canada apply to these terms and conditions.

16.             Suspension; Termination; Discontinuance

We can, at any time and without liability or prior notice to you:

• modify or discontinue our services or Platforms (or any parts of them),
• suspend, restrict, or terminate your access to our services or Platforms,
• suspend, restrict, or delete your account, any information related to your account, or any content you post to the services or Platforms, or
• reject any Topup, Withdrawal, Exchange, or other transaction or use of the service.

If we terminate your account, we’ll contact you to return any Digital Assets or NFTs in your account to you and will instruct any Designated Financial Institution to Redeem Your Fiat Balances, except in each case if you owe us any fees or if we believe you have committed fraud, negligence, or other misconduct. If you’re inactive for a protracted period and we are unable to return any Digital Assets or NFTs or Redeem Fiat Balances in your account to your designated Financial Account, then we may be required to report and remit such Digital Assets, NFTs and Fiat Balances in accordance with any applicable state or jurisdiction unclaimed property laws. State unclaimed property law may require liquidation of the Digital Assets and NFTs held in your account.

You may terminate your account at any time by transferring your Digital Assets and redeeming your Fiat Balances to a Financial Account and ceasing to use our Services.

17.             Personal Data

Please read our Privacy Notice for information about how we collect, use, and share your personal information. Our Privacy Notice is incorporated into these Terms by reference.

18.             Notices

You agree that we may electronically provide you all communications, agreements, documents, receipts, notices, tax forms, and disclosures (“Communications”) in connection with your account or use of our services. You agree that we may provide Communications to you by posting them on our services or Platforms, by emailing them to you at the email address you provide, or by sending an SMS or text message to a mobile phone number that you provide. Your carrier’s normal messaging, data, and other rates and fees may apply to any mobile Communications you should retain copies of all Communications for your records.

To access and retain electronic Communications, you will need a computer with an Internet connection that has a current web browser with cookies enabled and sufficient storage space, 128-bit encryption, and a current and valid email address and mobile phone number on file with us. For certain Communications, such as tax forms we’ll need to send to you, you will also need software to view PDF files.

You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to info@finbloom.com If you do, we may suspend or terminate your use of our services. Any withdrawal of consent to receive electronic Communications will act as your affirmation that your street address on file with us is current, and any Communications we are required to provide to you may be sent in paper form to that physical address.

If you would like a paper copy of any Communication, you may request one within 30 days after we provided it to you electronically by contacting our support at info@ finbloom.com. For us to send paper copies to you, you must have a current street address on file with us. Any request for a paper copy of a Communication is limited to that individual piece of Communication and won’t affect your consent to receive all other Communications electronically. We may charge you fees for any paper copies of Communications.

You’re solely responsible for keeping your email address, mobile phone number, and street address on file with us up to date. You can update your email address, mobile phone number or street address at any time by logging into your account or by sending such information to info@finbloom.com. If we send you a Communication but you don’t receive it because such information is incorrect, our ability to contact you at the email address or mobile phone number is blocked by your service provider, or you’re otherwise unable to receive electronic Communications, we’ll be deemed to have provided the Communication to you whether or not you actually received it. If you use a spam filter that blocks or reroutes emails, you must add us to your email address book so that you can receive Communications.

If your email address or mobile phone number becomes invalid such that electronic Communications sent to you by us are returned, we may deem your account to be inactive, and you may not be able to use our services until we receive a valid, working email address or mobile phone number from you.

19.             General

19.1.        Force Majeure.

We are not responsible or liable for any error, delay, loss, or damage arising from any event beyond our reasonable control (each, a “Force Majeure Event”). Force Majeure Events include flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.

19.2.        Waiver.

If we don’t exercise a right under these Terms, we are not waiving such right.

19.3.        Enforceability.

If any provision of these Terms is invalid or unenforceable, such provision will be deemed severed from these Terms, but such invalidity or unenforceability won’t affect any other part of these Terms and the rest of these Terms will remain in full force and effect; provided, however, that if any such invalid or unenforceable provision can be modified so as to be valid and enforceable as a matter of law, then such provision isn’t deemed severed from these Terms and instead is deemed to have been modified so as to be valid and enforceable to the maximum extent permitted by law.  

19.4.        Assignment.

You cannot assign or transfer any right or obligation under these Terms without our prior written consent. We can assign or transfer any right or obligation under these Terms, in whole or in part, without your consent, subject to compliance with applicable laws. In addition, if we are acquired by or merged with a third-party entity, we reserve the right to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

19.5.        Interpretation.

In these Terms, (1) “or” is inclusive, (2) “including” or “such as” aren’t words of limitation, (3) headings are only for your convenience, (4) unless otherwise indicated, a section reference in the main body of these Terms is a reference to a section in the main body of these Terms, (5) unless otherwise indicated, a section reference in an Annex is a reference to a section in such Annex, and (6) the “Summary of Finbloom Terms of Service” and any definitions provided only for informational purposes are provided only for your convenience, isn’t legally binding, and does not affect the interpretation of these Terms.

19.6.        Relationship

We don’t provide investment or tax advice, including in connection with your use of the services. You agree not to rely upon any statement or content on our services or Platforms, or that is otherwise attributed to us, as a recommendation, advice, or guidance regarding Exchanges, investments, tax, or any other similar issues. We also are not acting as your bank, broker, intermediary, agent, advisor, or as your fiduciary in any capacity, including with respect to the services.

Nothing in these Terms will be deemed to or is intended to be deemed to, nor will it, cause you and us to be treated as partners, joint venturers, or otherwise as joint associates for profit.

19.7.        Survival.

If these Terms expire or terminate, the following Sections will remain fully binding upon you and us: 1, 6, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19, 20, 21, as well as the following Annexes in their entirety: Annex A (NFT services). Termination won’t limit any of our rights or remedies at law or equity.

Entire Agreement

These Terms are the entire agreement between you and us, and supersede all prior and contemporaneous understandings between you and us about our services and Platforms. These Terms include all applicable Annexes hereto.

Annex A

1.      NFT Services

This Annex A (this “NFT Annex”) incorporates by reference and supplements the Finbloom Terms of Service (excluding all Annexes thereto, “Terms”) as if the entirety of the Terms were set forth in this NFT Annex. Capitalized terms used but not defined in this NFT Annex have the meanings given to them elsewhere in the Terms. In the event of a conflict between the Terms and this NFT Annex, the terms of this NFT Annex will control solely to the extent of the conflict and solely with respect to the subject matter of this NFT Annex.

This NFT Annex, in addition to the Terms, sets forth the terms and conditions governing your use of the NFT Services (as defined herein).  

You acknowledge and agree that the Terms are and remain entirely binding on you and applicable to your use of the NFT services. Capitalized terms used but not defined herein will have the meanings given to them in the Terms.

FINBLOOM MAKES NO REPRESENTATION OR WARRANTY THAT THE NFTs OR THE NFT SERVICES ARE APPROPRIATE FOR USE IN ALL LOCATIONS, OR THAT THE TRANSACTIONS AND SERVICES DESCRIBED HEREIN ARE AVAILABLE OR APPROPRIATE FOR ENTRY INTO OR USE IN ALL JURISDICTIONS OR BY ALL PARTIES. YOU SHOULD INFORM YOURSELF AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES OF USING THE NFT SERVICES WITHIN ALL JURISDICTIONS APPLICABLE TO YOU. FINBLOOM RESPONSIBLE FOR TAX CONSEQUENCES TO YOU OF PARTICIPATING IN THE NFT SERVICES.

1.1. The NFT Services

The “NFT Services” refers to the platform and services through which we may provide the ability for you to view, search, explore, collect, showcase, bid on, offer to sell, Exchange, buy, sell, transfer, hold, create, and otherwise interact with non-fungible tokens (“NFTs”). For clarity, the NFT Services are included within “services” under the Terms.

1.2. NFT Services and Functionalities

Our NFT Services may include various functionalities, features, content, and information (“NFT Services Content”), including functionalities for searching and sorting NFTs, rarity scores and rankings of NFTs, estimated values of NFTs or other information or content related to NFTs. We disclaim all representations or warranties regarding the NFT Services and NFT Services Content, including that the NFT Services or NFT Services Content are accurate, complete, consistent, or useful. You agree that you won’t rely on any NFT Services Content, including any rarity scores, rankings or estimated values of NFTs. You acknowledge that rarity scores and rankings of NFTs are purely subjective, that estimated values are provided for illustrative purposes only, and that the price at which you may be able to sell or buy a particular NFT may be substantially less than the estimated value or be completely inconsistent with any provided rarity score or ranking.

1.3. Supported NFTs

We decide, in our sole discretion, which NFTs or NFT collections will be supported by the NFT Services. Not all NFTs may be usable in connection with the services. For example, you may not be able to transact certain NFTs through the NFT Services or complete NFT deposits (described below) of certain NFTs into your Account. Such determinations won’t constitute or be construed as financial or investment advice, investment or purchase recommendations, or a solicitation to buy or sell. We reserve the right, in our sole discretion, to remove or restrict access to any NFT listings, scores, rankings and/or other content or information from the NFT Services at any time if we believe that (a) misrepresentations have been made regarding any of such content, or (b) the continued inclusion of such content on the NFT Services would (i) infringe or misappropriate the intellectual property rights of any third party, (ii) violate any applicable law, rule or regulation, (iii) violate this Annex or the Terms, (iv) expose us or our affiliates to liability or potential liability, (v) tarnish or damage our, our affiliates’ or the NFT Services’ reputation, brand or image, or (vi) be otherwise undesirable. You are solely responsible for monitoring which NFTs are supported by the NFT Services.

In addition, the NFT Services may not support all features, functionalities, or benefits of an NFT that is otherwise partly supported by the NFT Services. For example, the NFT Services may not support certain protocols or functionalities which supplement or interact with NFTs, including ‘forked’ protocols, airdropped NFTs, or other functionality such as staking, protocol governance, access to community perks, or any smart contract functionality.

Under no circumstances will the inability to view NFTs on the NFT Services or an inability to use the NFT Services in conjunction with the purchase, sale, or transfer of NFTs available on any blockchains serve as grounds for a claim against us. Our determination of what NFTs are supported does not constitute endorsement of any NFT (including the value of any NFT) or any associated content.

We aren’t liable to you for the NFT Services’ lack of support, or discontinuation of support, for any NFTs, including any loss of benefit of NFTs as a result. Our determination of what NFTs are supported does not constitute endorsement of any NFT (including the value of any NFT) or any associated content.

1.4. Changes

Without limiting our right to make changes per the Terms, we may, at any time and in our sole discretion, discontinue or change the NFT Services or NFT Content in whole or in part. This includes our right to remove or restrict access to, viewing of, or transactions regarding any NFTs or NFT collections, rarity scores or rankings of NFTs, or estimated values of NFTs.

1.5. NFT Deposits

The NFT Services may require you to open an account with us. Your account may hold NFTs that you have deposited with us. We don’t control or make any guarantees about the amount of time it takes to complete a deposit of an NFT into your account. This time frame depends upon the performance of third parties, including third-party financial institutions, payment services, or third-party providers.

Deposits of NFTs may not be cancellable once initiated. All NFT deposits are final and non-refundable once made. We can, at any time and without notice, reject any NFT deposit or impose limits on NFT deposits.

2.      User Submitted Content (not available at present but feature coming soon)

2.1. User Submitted Content Generally

You, our other customers (including other account holders, NFT collectors, or artists or creators of NFTs), or third parties may have the option to submit, post, upload, provide, contribute, or make available (or authorize or instruct us to do so) content, materials, or information in connection with the NFT Services, including (i) NFTs, (ii) content, materials, or data linked to or associated with NFTs (such as data, text, images, audio, video, documents, or files), including content relating to the artist or creator of NFTs (“Creators”) (iii) displays of NFTs or NFT collections, and (iv) links to third-party websites (collectively, “User Submitted Content”).

We don’t control or endorse any User Submitted Content, and we aren’t responsible or liable to you or any person or entity for any User Submitted Content or any use thereof. Your use of any User Submitted Content is at your own risk and may be subject to additional terms and conditions that we aren’t a part of and we have no responsibility for. We can remove, suspend, or restrict User Submitted Content at any time in our sole discretion.

2.2. License to your User Submitted Content

You grant us (including our affiliates, and any of our respective licensees, successors, and assigns) a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable (through multiple tiers), transferable right and license to: (i) copy, reproduce, display, list, score, rank, modify, perform, publish, broadcast, link to, and otherwise disclose to third parties any User Submitted Content that you submit, post, upload, provide, contribute, or make available (“Your User Submitted Content”) on or in connection with the NFT Services or NFT Platforms (defined below); (ii) use on or in connection with the NFT Services or NFT Platforms any names, user names, pseudonyms, smart contract or wallet addresses, trademarks or logos associated with Your User Content; and (iii) use your User Submitted Content to operate the NFT Services or NFT Platforms, for any of our and our affiliates’ businesses (including other businesses), for analytics purposes, and to contact you.

2.3. Authorization

If you post, promote, display, store, solicit offers for, or sell an NFT, or create, transfer, or hold on or through or in connection with the NFT Services or a web3 Wallet (defined below) an NFT, you authorize and instruct us to include such NFT and all related User Submitted Content on our NFT Services and other NFT Platforms, and such NFT and you grant us a license to such User Submitted Content on the same terms as set forth in Section 2(b) above.

2.4. Responsibility for Your User Submitted Content 

You are solely responsible for Your User Submitted Content (when the feature becomes available). You will ensure that all of Your User Submitted Content is legal, legally provided, reliable, accurate, appropriate, and does not infringe any rights of others. You represent, warrant and covenant that (i) You have and will maintain all rights, licenses, consents, and permissions necessary to grant to us the rights and licenses set forth in this NFT Annex, (ii) all of Your User Submitted Content does and will comply with the Terms, including this NFT Annex, and (iii) Your User Submitted Content and the use thereof by Finbloom, the NFT Services and users of the NFT Services as contemplated by this NFT Annex and the Terms don’t and won’t infringe any third party’s intellectual property rights and don’t and won’t violate any applicable law, rule or regulation.

3.      NFT Platforms   

We or our affiliates may, now or in the future, own and operate, in addition to the NFT Services, one or more other service(s), marketplace(s) or platforms on which NFTs and their associated content and information are displayed, made available, stored, custodied, Exchanged, posted, linked to, or otherwise engaged with (together with the NFT Services, the “NFT Platforms”). You acknowledge and agree we and our affiliates may synchronize (including, without limitation, using automated means) User Submitted Content across one or more NFT Platforms, and that the rights and licenses granted by you in this NFT Annex extend to our use of Your User Submitted Content in connection with all NFT Platforms.

4.      User Profile (not available at present but feature coming soon)

If you choose to, you may have the opportunity to create a public facing profile through the NFT Services. Any content you post on through your profile will be deemed Your User Submitted Content and considered non-confidential and non-proprietary. We reserve the right to reclaim usernames without liability to you in our sole discretion. We may, in our sole discretion, delete your profile for any reason, including if we deem your username or the content you post to be offensive or inappropriate, or to be otherwise violative of the Terms.

5.      Storage and web3 Connectivity

5.1. Storage

To use your NFTs in connection with the NFT Services, you can deposit such NFTs for storage by us on your behalf, by transferring them to your account in accordance with the Terms. NFTs held within your account are assets held in custody by us for you.

You bear all risks associated with storing NFTs through the NFT Services, including, but not limited to, the risk of malicious software introduction, the risk that there may be unauthorized access to your third-party wallet or account, and the risk of theft of NFTs. Certain technological difficulties experienced by Finbloom may also prevent the access to or use of your NFTs. We make no representations or warranties that the NFT Services will be compatible with any specific web3 Wallet. We accept no responsibility for, or liability to you in connection with your use of any web3 Wallet. You are solely responsible for keeping your web3 Wallet secure and you should never share your web3 Wallet credentials, private key or seed phrase with anyone. If you discover an issue related to your web3 Wallet, please contact your web3 Wallet provider.

5.2. Ownership

You represent and warrant that you are the lawful owner of any NFT that you (a) attempt to) store in your account. You bear the risks of loss for any such NFTs, regardless of where you store those NFTs. Except as required by a facially valid court order, or except as provided herein, we won’t sell, transfer, loan or otherwise alienate your NFTs unless instructed by you or as otherwise authorized by this Annex or the Terms. For the avoidance of doubt, we make no representations to any party that any NFT is free and clear of any security interest or other lien or encumbrance.  

None of the NFTs in your account or any other customer account are our property, are loaned to us, or are subject to the claims of our creditors, and we don’t represent or treat NFTs in your account, or in any other customer’s account, as our property. However, a court may disagree with our treatment of your NFTs and subject them to claims of our creditors.  

5.3. Control

You control the NFTs held in your account. At any time, subject to outages, downtime, this Annex, the Terms, and other applicable policies, you may withdraw your NFTs from your account by transferring them to an external account. Similarly, we don’t control the NFTs held in your external account and, subject to outages, downtime, this Annex, the Terms, and other applicable policies.

6.      NFT Exchanges

6.1. Generally

The NFT Services may offer you the opportunity to sell or Exchange, for Fiat Balances and for Digital Assets (collectively, “NFT Exchanges”). NFT Exchanges are subject to fees and may be subject to taxes. See Section 6 (Fees; Taxes) of the Terms of Service above for more information.  

When you engage in an NFT Exchange, you represent and warrant that (i) you own all right, title, and interest in and to such NFT, (ii) that you have the right to display and sell such NFT through the NFT services, and (iii) that you have the right to convey a license to any content associated with such NFT. If you are the creator of an NFT, you agree that you won’t replicate, in its entirety, the content incorporated into the NFT for the creation of additional NFTs. If you purchased an NFT from a third party prior to depositing the NFT into your account, you agree that by selling the NFT through the NFT services you are selling all of your right, title, and interest to such NFT.

When you purchase an NFT through the NFT Services, your rights and obligations with respect to such NFT, and the content and benefits associated with such NFT, may be subject to and governed by third-party terms and conditions under which the seller is reselling the NFT or the original minter of the NFT initially distributed the NFT (the “Third-Party NFT Purchase Terms”). We are not a party to any such Third-Party NFT Purchase Terms, which are solely between the buyer and the seller (or the original minter, as applicable). it’s your sole responsibility to, prior to purchasing any NFT, independently identify, read and understand the Third-Party NFT Purchase Terms that apply to such NFT (e.g., by viewing such Third-Party NFT Purchase Terms on the official website of the developer, content creator and minter).

You are solely responsible for verifying the identity, legitimacy, and authenticity of NFTs that you Exchange through the NFT Services. We disclaim all representations or warranties about sellers of NFTs, including their identity or legitimacy or that such sellers own or have the rights to convey any NFT or any content associated therewith.

6.2. Executing NFT Exchanges

To make an NFT Exchange, you must submit an order through the NFT Services “(“NFT Order”). Certain order types may not be available to you or may be subject to additional terms set forth in the Terms or in an Annex. We can remove or change any order types at our discretion at any time. Order types may be limited to certain NFTs and not all NFTs may be the subject of an NFT Exchange for every order type.

By submitting an NFT order, you authorize us to execute a transaction in accordance with such NFT order and the order type you select, if applicable, and to charge you applicable fees. The buy and sell exchange rates are not guaranteed and are subject to change approximately every 20 seconds. The actual exchange rate applied to your NFT Order may differ from rates provided by third parties, and we are not responsible for matching any third-party rates or ensuring a specific rate is applied to your NFT Order. Rates shown on our Platform are valid only for a brief period and may not reflect the current market rates at the time of NFT Order’s execution. We do not guarantee that you will be able to buy and/or sell NFTs on the open market at any particular price or time.

We may provide you confirmation of NFT Exchanges you successfully execute. If we don’t provide confirmation, that does not mean the NFT Exchange did not happen. We can reject any NFT Exchange or other transaction at our sole discretion, whether confirmed by you or not, and we aren’t liable to you for any rejection.

6.3. Cancelling NFT Exchanges

All NFT Exchanges are final and non-refundable. All NFT Orders are non-cancellable, including before or after we execute an NFT Exchange. In some circumstances, you may have the opportunity to request cancellation of an NFT Order before we execute the NFT Exchange, but we may refuse any cancellation request at our sole discretion. If we fulfill such a cancellation request, that does not mean we’ll cancel future orders in the same or similar circumstances.

6.4. Restrictions

We can, at any time and without notice (1) refuse to execute any NFT Exchange or NFT Order at our sole discretion, and (2) impose limits on NFT Exchanges (for example, limiting the number of open bids, offers, or NFT Orders or restricting NFT Exchanges from certain locations).

7.      Third Parties

7.1. Third-Party Content and Services

In using our NFT Services, you may view NFTs or other content provided by third parties, including, without limitation, links to web pages of third parties (collectively, “Third-Party Content and Services”). We don’t control, endorse or adopt any Third-Party Content and Services, and will have no responsibility for Third-Party Content and Services, including, without limitation, material that may be infringing, illegal, misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. When you click on a link to or access and use Third-Party Content and Services, although we may not warn you that you have left our services, you are subject to the terms and conditions (including privacy policies) of another website or destination. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your viewing and use of Third-Party Content and Services, and your interactions with third parties, are at your own risk.

7.2. Third-Party Disputes 

In the event of a disagreement arising between you and any other user of the NFT Services or third party, we won’t provide dispute resolution services. If you have a dispute with any users of the NFT Services or third parties, you release us from claims, demands, and damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

8.      Risks

You accept and acknowledge, without limitation, that:

• The fact that an NFT is blockchain-based and transfers of an NFT can be verifiable does not mean that the minter or seller of an NFT has the rights necessary to grant you rights and licenses with respect to the NFT or the content associated with the NFT, and you are solely responsible for ascertaining whether your purchase of an NFT will validly and effectively acquire for you the rights and licenses you expect to receive by virtue of such purchase, including ownership of the NFT or licenses to use the content associated therewith.
• The price and liquidity of blockchain assets, including, without limitation, NFTs, are extremely volatile and subjective and may be subject to large fluctuations. We don’t control the prices of NFTs. You acknowledge that you fully understand this inherent volatility and the subjective value of NFTs and that you may lose money. 
• Fluctuations in the price of other digital assets (which may also be subject to significant price volatility) could materially and adversely affect the value or price of NFTs.
• Laws and regulations governing blockchain technologies, NFTs, cryptocurrency, and other crypto-based items are uncertain, and new regulations or policies may adversely affect the use, transfer, exchange and value of NFTs.
• A lack of continued use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications and could therefore also negatively impact the potential utility of NFTs.
• Transactions in NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
• We don’t control certain smart contracts and protocols that may be integral to your ability to complete NFT transactions.
• Defects, errors or unanticipated features of a smart contract governing an NFT may result in unexpected behaviors and results with respect to the NFT, which may include, without limitation, inability to access or transfer the NFT.
• Changes to Third-Party Content and Services (discussed above) may create a risk that your access to and use of the NFT Services will suffer. 

NFTs may be fungible with one another and may not be unique or original.

9.      Intellectual Property  

Finbloom respects the valid intellectual property rights of others. Each user must ensure that the materials they provide don’t infringe any third-party rights, including, without limitation, copyrights. All other third-party trademarks, registered trademarks, and product names mentioned on the services or contained in the content to or associated with any NFTs displayed on the services are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, suppler or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Finbloom.

If you believe that your content has been copied in a way that constitutes copyright or trademark infringement, or violates your publicity or other intellectual property rights, please submit written notice to info@finbloom.com or at Finbloom Inc., having its registered address at 1410 Nesdale Court
Mississauga ON  L5J 4M2, Canada.

10.   Severability

If any provision of this Annex is held to be invalid or not enforceable by a court of competent jurisdiction, than such provision will be deemed severed from this Annex, and such invalidity or unenforceability won’t affect any other provision of this Annex, all of which will remain a part of this Annex and have their intended full force and effect; provided, however, that if any such invalid or unenforceable provision can be modified so as to be valid and enforceable as a matter of law, then such provision won’t be deemed severed from this Annex and instead will be deemed to have been modified so as to be valid and enforceable to the maximum extent permitted by law.

11. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR NFT SERVICES AND NFT PLATFORMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT RELATING TO OUR NFT SERVICES AND NFT PLATFORMS. WITHOUT LIMITING THE FOREGOING, WE DISCLAIM THAT OUR NFT SERVICES OR NFT PLATFORMS WILL BE AVAILABLE, ACCURATE, SECURE, USEFUL, UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WITH OUR NFT SERVICES OR NFT PLATFORMS CAN OR WILL BE CORRECTED, OR THAT THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT PROVIDE ANY UPTIME GUARANTEES, AND WE MAY DISCONTINUE MAKING OUR NFT SERVICES OR NFT PLATFORMS AVAILABLE TO YOU AT ANY TIME AT OUR SOLE DISCRETION.

12. Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR OUR DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS WILL BE LIABLE WITH RESPECT TO ANY CLAIM RELATED IN ANY WAY TO THESE TERMS, OUR NFT SERVICES OR OUR NFT PLATFORMS FOR (1) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA AND (2) TO THE EXTENT NOT ALREADY EXCLUDED, ANY AMOUNTS EXCEEDING 100 CANADIAN DOLLARS.

13. Indemnification

You agree to defend, indemnify, and hold harmless us and our officers, directors, members, employees, and agents, from any claim, demand, action, damage, loss, cost, or expense (including reasonable attorneys’ fees) relating to (1) your use of our NFT Services or NFT Platforms, (2) your violation of these Terms, (3) your infringement, misappropriation, or violation of the rights of any other person or entity, and (4) any content, materials, or information (in any form or medium) that you submit, post, upload, provide, contribute, or make available (or authorize or instruct us to do so) through the NFT Services or NFT Platforms. If you’re obligated to indemnify us, we have the right to control any action if we want and you cannot settle any action without our consent, unless the settlement is only for money damages which you entirely pay.