TERMS OF USE

This website is made available by Coinkite Inc. ("us" or "we"). By accessing, linking to or using this website, you agree to be bound by these terms of use (the "Terms"). If you do not agree with the Terms, you must not access, link to or use this website. If you are using this website on behalf of another person, you represent and warrant that you have the authority agree to these Terms on behalf of that person.

1. Permitted Use and Restrictions. You agree to use the website only in an interactive manner for your own business or personal purposes. You shall not: (a) reproduce, duplicate, copy, disclose, distribute, sell, resell, sublicense, assign, transfer, give away, loan, lend, lease or publish any portion of the website; (b) modify, port, adapt, translate, reverse engineer, unbundle, repackage, decompile or disassemble any portion of the website; (c) use, disclose or provide access to the website for any competitive purpose, including use by, or disclosure or provision of access to, any of our competitors or for the purposes of developing or marketing any product, service or offering that is similar to or competitive with any of our products, services or offerings; (d) use the website in a manner or for a purpose that infringes upon the lawful rights of others or contravenes any applicable laws; (e) use the website in any manner that could damage, disable, overburden or impair such website or otherwise in an abusive or excessive manner, as we determine in our sole discretion, or disrupt or interfere with any other person's use or enjoyment of the website; (f) except for manually operated web-browsers, use any robot, spider, software, script or other automated equipment, device, process or means to use, access, input, interact with, control, retrieve, present, publish or display any portion of the website or to skim, extract, query, compile, process or display any portion of the website, directly or indirectly in any manner whatsoever, including through the use of any screen-scraping or similar process; (g) alter, manipulate or obscure the display or presentation of the website, including without limitation through the use of overlays, frames, filters or spawning of separate windows; (h) interfere with the security or integrity of the website or any systems, resources, accounts, servers or networks connected to or accessible through the website; (i) access any portion of the website that is protected by a password or other authentication mechanism, unless we have issued you credentials and separately given you written authorization to do so; (j) perform or simulate security probes, port scans, security breaches, penetration tests, denial of service attacks or any similar activity; or (k) attempt, or cause, permit or encourage any other person, to do any of the foregoing. Notwithstanding the foregoing, you may investigate security and other vulnerabilities on our website, provided you do so in a reasonable and responsible manner in compliance with applicable law and our responsible disclosure policy and otherwise use good faith efforts to minimize or avoid contravention of any of the foregoing.

2. Changes. We may change these Terms by posting revisions to our website from time to time without notice or liability. You agree that it is your responsibility to check our website from time to time for any such changes. If you do not agree with any such changes, your sole and exclusive remedy is to terminate your use of the website. Your continued use of any of the website thereafter is deemed to be your agreement to and acceptance of any such changes. We may change, suspend or discontinue the website at any time without notice or liability.

3. Representations and Warranties. You represent, warrant and covenant that: (a) you have the capacity to, and are and will be free to, enter into and to fully perform your obligations under these Terms and that no agreement or understanding with any other person exists or will exist which would interfere with such obligations; and (b) these Terms constitute a legal, valid and binding obligation upon you.

4. Ownership. The website, including the underlying software and technology used to provide it and all content, code, materials, graphics, images, and other material on our website, are protected by copyright and other intellectual property rights. Except for the limited rights of use expressly granted to you under these Terms, all right, title and interest (including all copyrights, trademarks, service marks, patents, inventions, trade secrets, intellectual property rights and other proprietary rights) in and to the website are and shall remain exclusively owned by us and our licensors. All trade names, company names, trademarks, service marks and other names and logos are the proprietary marks of us or our licensors, and are protected by law and may not be copied, imitated or used, in whole or in part, without the consent of their respective owners. These Terms do not grant you any rights in respect of any such marks. You understand and agree that any feedback, input, suggestions, recommendations, improvements, changes, specifications, test results, or other data or information that you provide or make available to us arising from or related to the website shall become our exclusive property and may be used by us to modify, enhance, maintain and improve the website or any other purpose without any obligation or payment to you whatsoever.

5. Privacy. You understand and agree that any personal information provided to us will be governed by our privacy policy (the "Privacy Policy"). The Privacy Policy is available through our website and forms an integral part of these Terms.

6. Disclaimer and Liability. You acknowledge and agree that your use of the website is at your sole risk. We provide the website on an "as-is" and "as-available" basis and disclaim all representations, warranties and conditions, including without limitation any warranties or conditions of merchantability, merchantable quality, durability, fitness for a particular purpose, non-infringement, title, quiet enjoyment or quiet possession and those arising by statute or in law, or from a course of dealing or usage of trade. We do not warrant that the website will be secure at all times, will meet your requirements or expectations, will be available without interruption, will be error-free or virus-free, or will not breach or infringe applicable laws outside of Canada or the proprietary rights (including patent, copyright, trade mark, or trade secret rights) of any third party. In no event shall we be liable for any direct, indirect, consequential, incidental, special, punitive, or other damages whatsoever, or any loss of revenue, profits, or expected savings, business interruption, personal injury, loss of privacy, loss of data or information or other pecuniary or intangible loss arising out of these Terms, the website or the use of or inability to use the website, even if we foresee or have been advised of the possibility of such damages. The limitations, exclusions and disclaimers in these Terms shall apply irrespective of the nature of the cause of action, demand or claim, including but not limited to breach of contract, negligence, tort, or any other legal theory and shall survive a fundamental breach or breaches and/or failure of the essential purpose of these Terms or of any remedy contained herein.

7. Indemnification. You will indemnify and hold us, our affiliates, subcontractors, suppliers, distributors, licensors and agents and our and their directors, offices, employees and representatives harmless from and against all losses, liabilities, claims, damages, demands and expenses directly or indirectly arising from or related to your access, linking or use of the website.

8. Assignment. Neither these Terms nor any of your rights or obligations under these Terms may be transferred or assigned by you, in whole or in part, whether voluntarily, by operation of law, or otherwise, without our prior written consent and any such attempted assignment or transfer shall be null and void. These Terms will enure to the benefit of and be binding upon the respective successors and permitted assigns of you and us. These Terms may be assigned by us in our sole discretion.

9. Legal Proceedings. You agree that all claims, disputes or disagreements of any nature whatsoever arising from or relating to these Terms, the website or us (a "Dispute") will, at our sole option, be settled by final and binding arbitration by a single arbitrator pursuant to the Arbitration Act, 1991 (Ontario). Judgement upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and enforcement, as the law of such jurisdiction may require or allow. The arbitration will take place in the City of Toronto, Ontario, Canada and shall be conducted in English only. The arbitrator will: (a) not limit, expand or modify the terms of these Terms nor award damages in excess of compensatory damages permitted under these Terms, and you hereby waive any claim to such excess damages; (b) not have any ability to award any equitable remedies against us; (c) not have the right to award any damages in excess of damages that could lawfully be awarded by a court of competent jurisdiction and subject always to limitations and exclusions in these Terms; and (d) issue a written decision containing findings and conclusions on all significant issues. Each party will each bear its own expenses and an equal share of all costs and fees of the arbitration. All participants, each of whom will be bound by an appropriate confidentiality agreement, will hold the content and result of any arbitration in confidence. Notwithstanding the foregoing, you acknowledge and agree that irreparable injury may result to us if you breach any of the provisions in these Terms and that damages may be an inadequate remedy in respect of such breach. You hereby agree in advance that, in the event of such breach, we shall be entitled, in addition to such other remedies, damages and relief as may be available at law or in equity, to the granting of interlocutory and final injunctive relief. Any legal proceeding brought by you against us must be brought within one year after the event which is the subject of the proceeding has occurred. You agree to waive any right you may have to commence or participate in any class action against us in respect of any Dispute and further agree to opt out of any class proceedings against us.

10. Choice of Law. These Terms will be deemed to have been made and performed exclusively in the Province of Ontario, Canada and will be governed by and construed under the laws of the Province of Ontario without giving effect to Ontario's conflict of laws principles. You hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario and Canada situated in the City of Toronto for any claim related to these Terms or the website that is not subject to arbitration arising from or in connection with these Terms and agree not to bring any action, claim, suit or proceeding against us, our affiliates or agents (or any officer, director, or employee thereof) in any jurisdiction other than the Province of Ontario.

11. Entire Agreement. These Terms constitutes the entire agreement between you and us with respect to your use of our website and cancel and supersede any prior understandings and agreements between the parties hereto with respect thereto, provided, however, that if you purchase any product through the website, our terms of sale will apply to such purchase. In the event of any conflict or inconsistent between these Terms and our terms of sale in respect of any such purchase, the terms of sale will prevail. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between you and us other than as expressly set forth in this Agreement. You represent and warrant that you have not been induced to enter into these Terms by any other statement, representation or warranty not contained in these Terms. The headings in these Terms are for convenience of reference only and do not affect the construction or interpretation of these Terms.

12. Survival. Neither the expiration nor the earlier termination of your account will release you from any obligation or liability that accrued prior to such expiration or termination. The provisions of these Terms requiring performance or fulfilment after the expiration or earlier termination of your account and any other provisions hereof, the nature and intent of which is to survive termination or expiration, will survive.

13. Severability. To the extent that any provision of these Terms is declared by a court or other lawful authority of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed and deleted or limited so as to give effect to the intent of the parties insofar as possible and both parties will use their best efforts to substitute a new provision of like economic intent and effect for the illegal, invalid or unenforceable provision, and the remainder of these Terms shall continue in full force and effect with respect to all other provisions.

14. Amendments and Waivers. No modification, amendment, addition to or waiver of any rights, obligations or defaults by us shall be effective unless in writing and signed by one of our authorized signing officers. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation or default waived and shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure by us in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights hereunder.

15. Notices. Except as expressly set out in these Terms, any demand, notice or other communication to be given to us shall be given in writing by mail to the following address: Coinkite Inc., 3219 Yonge St., Unit 376, Toronto, ON M4N 3S1 CANADA or to such other address as we may advise you of from time to time, including through our website. Any demand, notice or other communication to be given to you may be given by a posting on the website.

v. 1b. Last revised 2022-06-09.