6. Prohibited Uses
You may not access or use the Website or the Services, or attempt to conduct any transaction through APS, in connection with any unlawful, prohibited, fraudulent, deceptive or unauthorized purpose or activity. Without limitation, you may not use the Website or the Services in any manner that:
(a) violates any applicable law, statute, regulation, sanctions regime, court order, regulatory requirement, card scheme rule, banking rule, anti-money laundering or counter-terrorist financing requirement, anti-bribery or anti-corruption law, tax law, consumer protection law, export control restriction, or any other legal or regulatory requirement applicable to you, APS or any third-party provider;
(b) involves, relates to, facilitates, conceals or disguises the proceeds of crime or any unlawful activity;
(c) involves fraud, theft, deception, market abuse, sanctions evasion, money laundering, terrorist financing, proliferation financing, corruption, bribery, tax evasion, identity theft, phishing, social engineering, account takeover, ransomware, extortion, scams or any other criminal or improper activity;
(d) involves any person, entity, wallet, account, payment instrument, blockchain address, jurisdiction, country, territory or activity that is subject to sanctions, embargoes, trade restrictions, blocking measures or other legal prohibitions;
(e) infringes, misappropriates, violates or dilutes any copyright, trademark, patent, trade secret, right of publicity, privacy right or other proprietary or intellectual property right of APS or any third party; or
(f) is otherwise inconsistent with the intended and lawful use of the Website or the Services as determined by APS in its sole discretion.
Unless APS has expressly authorized you in writing, you may use the Website and the Services only on your own behalf and for your own benefit, and not on behalf of any other person or entity.
Without limiting the generality of the foregoing, you may not:
(a) use the Website or the Services to transmit, receive, process, settle, convert or route funds or Digital Assets for or on behalf of any third party;
(b) act as an intermediary, agent, nominee, processor, aggregator, broker, exchanger, money transmitter or other service provider for any other person in connection with the Website or the Services;
(c) use the Website or the Services in connection with any money services business, payment services business, virtual asset service provider activity or other regulated activity, whether licensed or unlicensed, except with APS’s prior written consent;
(d) permit any third party to access or use the Website or the Services through your credentials, email verification, one-time password, device, payment method or transaction flow; or
(e) submit any transaction for the purpose of commercial resale, onward transfer, merchant processing, settlement for underlying customers or any business model that exposes APS to undisclosed counterparties or layered transaction risk.
You may not use the Website or the Services in any manner that could interfere with, disrupt, damage, disable, overload, impair or compromise the Website, the Services, APS, any Third-Party Provider, or any other user.
Without limitation, you may not:
(a) attempt to circumvent, defeat, disable or interfere with any security feature, access control, risk control, transaction limit, compliance check, screening process or technical protection used by APS or any Third-Party Provider;
(b) access or attempt to access any feature, environment, data, system, account, wallet, interface or functionality that you are not authorized to access;
(c) use any robot, bot, spider, scraper, crawler, harvesting tool, script, automation, emulator or other automated means or unofficial interface to access the Website or the Services or extract data, unless expressly authorized by APS in writing;
(d) test, scan, probe or monitor the vulnerability, availability, performance or functionality of the Website or the Services, or use the Website or the Services for benchmarking, monitoring, competitive analysis or the development of a competing product or service;
(e) copy, reproduce, modify, create derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code, underlying ideas, structures or know-how from the Website or the Services;
(f) upload, transmit, distribute or introduce any malware, virus, ransomware, trojan horse, worm, spyware, malicious code or other harmful, disruptive or destructive material;
(g) exploit or attempt to exploit any bug, glitch, malfunction, outage, delay, security weakness, pricing error, technical error or other defect in the Website or the Services for gain or advantage;
(h) submit false, misleading, incomplete, manipulated or deceptive information, documentation, wallet details, payment details, source-of-funds information, source-of-wealth information or transaction explanations;
(i) harass, abuse, threaten, intimidate, defame or otherwise behave in an offensive or inappropriate manner toward APS personnel, agents, contractors, providers or other users; or
(j) encourage, assist or induce any other person to engage in any activity prohibited under these Terms.
Because APS must comply with legal, regulatory, banking, card scheme, sanctions, compliance and risk-management requirements, certain business categories, uses, counterparties and transaction types are prohibited from using the Website or the Services.
Without limitation, the Website and the Services may not be used in connection with:
(a) unlicensed or restricted financial services, including unlicensed money transmission, payment processing, lending, credit, securities, derivatives, investment or brokerage activity;
(b) intellectual property infringement, counterfeit or unauthorized goods, piracy or circumvention tools;
(c) controlled, illegal or restricted goods or services, including weapons, prohibited chemicals, narcotics, drug paraphernalia or other unlawful substances;
(d) adult content, sexual services, exploitative content or unlawful content;
(e) gambling, gaming, betting, wagering or lottery activity to the extent prohibited or not expressly permitted by APS;
(f) deceptive, unfair, predatory or abusive commercial practices, including scams, impersonation schemes, fake investment opportunities, romance scams, refund fraud, chargeback abuse and similar conduct;
(g) shell activity, layering activity, pass-through activity, structuring, smurfing or other activity designed to conceal source, ownership, control, destination or beneficial interest;
(h) businesses or activities involving politically exposed persons, sanctioned persons, high-risk jurisdictions or other high-risk factors where APS is unable or unwilling to manage the associated compliance risk; and
(i) any other category of business, practice, product, service, jurisdiction, counterparty or activity that APS determines to be prohibited, restricted or high risk in its sole discretion.
To verify compliance with these Terms and APS’s internal policies and procedures, APS and its agents, contractors and Third-Party Providers may monitor, review, screen, analyse, investigate and assess your use of the Website and the Services and any attempted, pending or completed transaction.
APS may at any time require you to provide additional information, explanations or documents, including information relating to your identity, residency, payment methods, wallet ownership, source of funds, source of wealth, source of Digital Assets, intended beneficiary, intended purpose of a transaction, relationship to any counterparty, or any other matter APS considers relevant.
You agree to cooperate promptly, completely and truthfully with any such request. APS may rely on blockchain analytics, sanctions screening tools, fraud tools, identity verification tools, payment verification tools and any other internal or third-party sources in determining whether your use of the Website or the Services is permitted.
APS may determine, in its sole discretion, whether any conduct, transaction, attempted transaction, pattern of activity or business use violates this Section 7, Applicable Law or APS’s internal policies.
If APS determines, suspects or believes, in its sole discretion, that you have violated or may violate this Section 6, any other provision of these Terms, or APS’s internal policies, or that your use of the Website or the Services presents legal, regulatory, sanctions, fraud, security, reputational, operational, technical or commercial risk, APS may take any action it considers necessary or appropriate, with or without prior notice and without liability to you.
Such actions may include, without limitation:
(a) refusing to provide the Services to you;
(b) refusing to accept, process or complete any transaction;
(c) delaying, withholding, suspending, restricting, cancelling, reversing or placing a hold on any transaction, Digital Assets or Fiat Currency;
(d) requiring additional information, documents, verifications or waiting periods;
(e) refusing to permit any further use of the Website or the Services;
(f) blocking or limiting access from any device, email address, IP address, wallet, payment instrument, card, bank account or jurisdiction;
(g) returning Digital Assets or Fiat Currency to the source from which they were received, or to such other destination as APS may determine in its sole discretion;
(h) deducting or withholding any fees, costs, charges, expenses, losses, network fees or third-party charges incurred in connection with the relevant transaction, review, hold, return or reversal;
(i) reporting, disclosing or referring information to banking partners, card schemes, payment service providers, blockchain analytics providers, regulators, financial intelligence units, law enforcement authorities or other competent authorities; and
(j) preserving, producing or disclosing records, logs, communications, files, transaction data or other information as APS considers necessary or appropriate.
APS is not obliged to disclose to you the reasons for any action taken under this Section 6.
7. Identity Verification
In order to access or use the Website or any Services, submit any transaction request, or at any other time APS considers necessary or appropriate, you agree to provide APS, and you consent to APS collecting, using, verifying, disclosing, storing and otherwise processing, your personal information and other information for the purposes of: (a) verifying your identity, age, residency and eligibility to use the Services; (b) providing the Services to you; (c) complying with applicable laws and APS’s legal, regulatory and compliance obligations; (d) detecting, preventing and investigating money laundering, terrorist financing, sanctions evasion, fraud, scams, identity theft, chargeback abuse and other unlawful, prohibited or improper activity; (e) managing operational, legal, credit, security and reputational risk; and (f) any other lawful business purpose described in APS’s Privacy Policy, as amended from time to time.
The information APS may request from you may include, without limitation, your full legal name, date of birth, residential address, nationality, email address, telephone number, occupation, employer or source of income, government-issued identification, proof of address, payment instrument information, wallet address information, transaction information, source-of-funds information, source-of-wealth information, tax information, bank account information and any other information or documentation APS may reasonably require.
APS may require you to complete identity verification, authentication or liveness checks using methods designated by APS from time to time, which may include the submission of photographs or scans of your government-issued identification, selfies, live images, video recordings, facial comparison checks, biometric verification tools, one-time passwords, email verification, device verification, payment method verification, blockchain analytics checks, database checks, sanctions screening, fraud screening, and such other verification measures as APS may consider appropriate.
You authorize APS to make any inquiries, directly or through one or more Third-Party Providers, that APS considers necessary or appropriate to verify your identity, authenticate your device, confirm your payment method, verify your wallet information, assess transaction risk, determine your eligibility to use the Services, comply with Applicable Law, or protect APS, its agents, its Third-Party Providers, other users or any other person from fraud, financial crime, security threats or other risks.
You authorize APS to obtain, receive, review, analyze and rely on information about you from third parties, including identity verification providers, fraud prevention providers, sanctions screening providers, credit reference agencies, public databases, blockchain analytics providers, telecommunications providers, payment service providers, banking partners and other information providers, to the extent APS considers this necessary or appropriate for the purposes described in these Terms.
APS may require you to provide additional information, records, explanations or supporting documentation at any time before, during or after any transaction, including in relation to your identity, residency, source of funds, source of wealth, source of Digital Assets, ownership or control of an External Wallet, intended beneficiary, intended purpose of a transaction, relationship to any counterparty, or any other matter APS considers relevant. You agree to provide such information promptly, accurately and completely.
APS may refuse to provide any Services, refuse to accept or complete any transaction, delay or suspend Services provision and/or processing, unilaterally and at any time terminate these Terms or place a hold on any Fiat Currency or Digital Assets, if: (a) you do not provide information or documentation requested by APS; (b) APS is unable to verify any information to its satisfaction; (c) APS detects any inconsistency, discrepancy, inaccuracy or suspicious circumstance; or (d) APS otherwise determines, in its sole discretion, that additional review or action is required. Any such action shall not constitute a breach of these Terms by APS.
You represent and warrant that all information and documentation you provide to APS is true, accurate, complete, current and not misleading, and that you will promptly notify APS of any change to such information that may affect your use of the Website or the Services or any transaction previously requested or completed.
APS may retain, monitor, review, use and disclose the information collected from or about you to the extent APS considers necessary or appropriate to comply with Applicable Law, legal process, governmental requests, regulatory expectations, sanctions requirements, card scheme rules, banking requirements, fraud prevention requirements, internal policies and legitimate business needs, all in accordance with APS’s Privacy Policy and Applicable Law.
APS may record, retain and rely on any communications, submissions, verification attempts, device information, metadata, transaction history, screening results or other information relating to your use of the Website or the Services for evidentiary, compliance, security, audit, dispute resolution and operational purposes.
If you withdraw any consent that is necessary for APS to verify your identity, process your information, provide the Services, prevent fraud or comply with Applicable Law, APS may be unable to provide the Website or the Services to you, process any transaction, or continue any pending review, and may refuse, suspend, cancel or terminate your access to the Services.
APS may collect, process, retain and transfer the information specified in this Section 7, including but not limited to FINTRAC or any other competent governmental, regulatory or law enforcement authority, as required or permitted under applicable law.
8. Disclaimer of Warranties
The Services are provided to you on an "as-is" and “as available” basis without warranty of any kind, including all implied warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement, to the maximum degree permitted by law, and this disclaimer of warranty shall apply even if you have informed us of your special circumstances. We hereby disclaim all warranties and conditions of any kind, whether express, implied or statutory.
The duration of the statutory required warranties, if any, are hereby limited to the shortest period permitted by applicable laws. Additionally, and notwithstanding any other provisions of the Agreement, APS and its third-party providers and partners do not make any warranties or representations that the Services will be secure, timely, uninterrupted, error-free or free of viruses or other harmful components, will operate in combination with any other system, or otherwise will meet your requirements and needs.
You understand that the use of the Services necessarily involves the transmission of information over networks that are not owned, operated or controlled by APS or APS’ partners, and APS is not responsible for any information lost, altered, intercepted or stored across such networks. APS will not be liable for any issues inherent to the use of the Internet or other systems outside of Aps’ control, or for any issues in connection with your use or configuration of the Services. You further acknowledge that there is a risk of malicious cyberattacks against the Services or any personal device used to access the Services, which may result in the loss or theft of your Funds, Digital Assets or personal information.
APS is not responsible or liable for any damages or loss resulting from causes outside APS’ direct control, such as failure of electronic or mechanical equipment or communication lines, electronic viruses or malware, unauthorized access to our systems, theft, operator error, severe weather, natural disasters, strikes or other labor problems, wars, disease, epidemic, pandemic, governmental restrictions or for any loss of information caused by disruptions in or malfunctions of the Services.
9. Limitation of Liability
To the fullest extent permitted by law, APS’s total aggregate liability, and the total aggregate liability of its parents, subsidiaries, affiliates, agents, contractors, service providers, licensors, officers, directors, shareholders, employees, representatives, successors and assigns, arising out of or relating to the Website, the Services, these Terms, or any transaction, claim, event or series of related events, shall not exceed CAD 500 (in aggregate). This limitation applies regardless of the form of action, whether in contract, tort, negligence, misrepresentation, restitution, statute, equity or otherwise, and regardless of the theory of liability, the nature of the damages claimed, or whether APS has been advised of the possibility of such damages, or any other factor, including, but not limited to, liability for:
(a) losses resulting from fraudulent or unauthorized transactions;
(b) losses related to the installation, use, or maintenance of your personal computer, mobile device, other equipment or software, or caused by any worms, bugs, viruses, trojan horses, date bombs, defects, time bombs, phishing attacks, spoofing attacks or other items of a destructive or malicious nature, whether transmitted to or using the Services or otherwise;
(c) any third-party claims or losses of any nature, including lost profits, punitive or consequential damages;
(d) losses related to any errors, mistakes, inaccuracies or omissions in the Services;
(e) losses relating in any way to, including errors in the reporting of, your taxes;
(f) losses resulting from scheduled or unscheduled outages or disruptions that delay or prevent Orders or the use of the Services generally;
(g) losses arising from APS’s gross negligence, wilful misconduct or non-performance of its obligations under the Terms;
(h) losses relating to transfers or attempted transfers, including without limitation attempted transfers of unsupported Crypto Assets or attempted transfers of supported Crypto Assets on unsupported networks;
(i) any loss or theft of Funds or Digital Assets relating to or arising from any loss, theft or unauthorized use of your credentials or access to the Services by a third party or any imposter;
(j) any loss relating to any other limitations on your ability to access the Services; or
(k) any losses relating to or arising from variations in the market prices of Digital Assets.
To the fullest extent permitted by law, APS shall not be liable for any indirect, incidental, special, exemplary, punitive or consequential damages, or for any loss of profit, loss of revenue, loss of business, loss of opportunity, loss of bargain, loss of goodwill, loss of reputation, loss of data, loss of expected savings, business interruption or wasted expenditure, in each case whether arising in contract, tort, negligence, statute, equity or otherwise, even if APS has been advised of the possibility of such damages.
If your claim, loss or damages of whatsoever nature relate to a risk that you have expressly acknowledged in these Terms, you expressly acknowledge and agree that, to the fullest extent permitted by law, APS (and its parents, affiliates, officers, directors, shareholders, employees, suppliers, agents, suppliers, licensors, assigns and successors-in-interest) do not bear liability or responsibility.
For the avoidance of doubt, nothing in these Terms limits, caps, excludes or restricts your liability to APS or to any other person for: (a) your breach of these Terms; (b) your fraud, wilful misconduct, negligence or unlawful act or omission; (c) your violation of applicable law, sanctions, anti-money laundering or counter-terrorist financing requirements; (d) any false, inaccurate, misleading or incomplete information or documentation provided by you; or (e) your indemnification obligations under these Terms.
10. Indemnification
You shall defend, indemnify and hold harmless APS, its affiliates, agents, contractors, Third-Party Providers, service providers, banking partners, payment service providers, officers, directors, shareholders, employees, representatives, successors and assigns (collectively, the “APS Indemnified Parties”) from and against any and all losses, liabilities, damages, claims, demands, actions, proceedings, judgments, settlements, penalties, fines, costs and expenses of whatever nature, including reasonable legal fees and expenses (collectively, “Losses”), arising out of, relating to or resulting from:
(a) your breach of these Terms, including any representation, warranty, covenant or obligation under these Terms;
(b) your access to or use of the Website or any Services, including any transaction requested, submitted, attempted or conducted by you;
(c) any information, instruction, wallet address, external wallet, payment method, card details, bank account details, beneficiary details, document, data or material provided by you that is false, inaccurate, incomplete, misleading, inconsistent or unlawful;
(d) your violation of any applicable law, regulation, sanctions regime, court order, regulatory requirement, card scheme rule, banking rule or third-party right;
(e) any fraud, scam, deceptive practice, criminal activity, prohibited use, negligent act, wilful misconduct or omission by you or by any person acting on your behalf or using your device, email, credentials, verification method or transaction flow;
(f) any dispute, reversal, return, chargeback, clawback, fraud report, card issuer claim, bank claim, wallet-related claim, beneficiary claim or other claim, complaint or proceeding arising from or connected with your transaction, payment method, payout method, external wallet or source of funds or source of Digital Assets;
(g) any taxes, duties, levies or other governmental charges arising from or relating to your use of the Website or the Services or any transaction requested by you;
(h) any investigation, inquiry, subpoena, disclosure order, production order, freezing order, seizure order, court order or request from any regulator, law enforcement authority, financial institution, card scheme, banking partner, payment service provider or other competent authority relating to you, your use of the Website or the Services, or any transaction connected with you; and
(i) any third party claim arising from or relating to your relationship, arrangement or dealings with any third party, including any sender, recipient, beneficiary, cardholder, account holder, wallet owner or other person connected to a transaction requested or initiated by you,
except to the extent that such Losses are finally determined by a court of competent jurisdiction to have been directly caused by APS’s gross negligence, wilful misconduct or fraud.
Without limiting any other right or remedy available to APS under these Terms or applicable law, if you are liable for any Losses or other amounts owed to any APS Indemnified Party, APS may, to the extent permitted by applicable law and without prior notice to you, deduct, withhold, set off, net or recover such amounts from any Fiat Currency, Digital Assets or other amounts received by APS or any Third-Party Provider in connection with any transaction requested by you or ane Service. You shall remain fully liable for any deficiency remaining after the exercise of any such right.
The indemnities in this Section are continuing obligations, separate and independent from your other obligations under these Terms, and shall survive any suspension, refusal, cancellation, completion or termination of any transaction, your use of the Website or the Services, and the termination of these Terms.
11. Website, Proprietary Rights and Content
The Website, the Services, and all content, materials, software, technology, interfaces, layouts, designs, text, graphics, images, logos, trademarks, service marks, trade names, videos, audio, databases, compilations, documentation, information, tools, features, functionality and other materials made available by or through APS, including any customer support or technical support tools, may include open-source materials, publicly available materials, licensed materials and proprietary materials owned by APS or by third parties, and are protected by copyright, trademark and other intellectual property, proprietary and other applicable laws. Except as expressly permitted by these Terms or by the relevant rights holder, you may not copy, reproduce, modify, adapt, publish, transmit, distribute, display, perform, sell, license, reverse engineer, create derivative works from, exploit or otherwise use any such materials.
As between you and APS, APS and its licensors own and retain all right, title and interest in and to the Website, the Services and all related intellectual property rights, including all improvements, modifications, updates, enhancements and derivative works thereof. Nothing in these Terms transfers to you any ownership right, title or interest in or to the Website, the Services or any APS intellectual property. You may not use APS’s name, logo, trademarks, service marks, trade names, domain names or other brand features without APS’s prior written consent.
Subject to your compliance with these Terms, APS grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Website and the Services solely for your own personal lawful use and solely in accordance with these Terms. This right does not include any right to resell, commercialize, exploit, reproduce, scrape, mirror, frame, republish or otherwise use the Website or the Services for the benefit of any third party or for any purpose not expressly permitted by these Terms.
If you submit, upload, transmit or otherwise provide any information, content, documents, records, images, identification materials, communications, feedback, suggestions, transaction-related information or other materials to APS through or in connection with the Website or the Services (“Submitted Materials”), you represent and warrant that you have all rights, permissions and authority necessary to provide such Submitted Materials and to authorize APS to use them as contemplated by these Terms. You grant APS a worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to use, host, store, reproduce, process, adapt, format, transmit, disclose and otherwise use such Submitted Materials to the extent reasonably necessary to: (a) provide, operate, administer, support and improve the Website and the Services; (b) process and review transactions; (c) verify identity, payment methods, wallet information and transaction details; (d) comply with applicable laws, legal process and regulatory requirements; (e) prevent fraud, financial crime and misuse; and (f) enforce these Terms and protect APS, its affiliates, agents, Third-Party Providers and users.
You must not submit, upload, transmit or otherwise provide any Submitted Materials that are unlawful, false, misleading, inaccurate, incomplete, defamatory, infringing, harmful, abusive, offensive, malicious or otherwise in breach of these Terms or Applicable Law. APS may reject, remove, disable access to, retain, review or disclose any Submitted Materials where APS considers this necessary or appropriate for legal, regulatory, compliance, security, operational or enforcement purposes.
The Website or the Services may display, include or make available content, materials, data, services or links provided by third parties, including content on third-party websites, platforms or resources (“Third-Party Content”). APS does not create, control, monitor, endorse, adopt or guarantee any Third-Party Content and is not responsible for its accuracy, completeness, legality, reliability, availability, quality or suitability. Any reliance on or use of Third-Party Content is at your own risk.
The Website or the Services may also enable you to access websites, applications, services, wallets, payment methods, platforms or other resources that are owned or operated by third parties (“Third-Party Services”). APS does not control and is not responsible for any Third-Party Services or for any loss, damage, liability or other consequence arising from or relating to your access to or use of any Third-Party Services. Your use of any Third-Party Services is subject to the terms, policies and practices of the relevant third party, not these Terms, and you are solely responsible for reviewing and understanding them.
APS may, at any time and without liability to you, remove, modify, disable, restrict or refuse access to any content, feature, functionality or Submitted Materials, or suspend or restrict your access to the Website or the Services, where APS considers this necessary or appropriate to protect APS, its users, its Third-Party Providers, any other person, or to comply with Applicable Law, these Terms or APS’s internal policies.
12. Termination & Suspension
APS may, at any time, with or without prior notice and with or without cause, suspend, restrict, disable, refuse or terminate your access to the Website or any Services, or suspend, restrict, hold, refuse, cancel or decline to complete any transaction request, where APS considers this necessary or appropriate in its sole discretion.
APS may take any action described in this Section for legal, regulatory, sanctions, anti-money laundering, counter-terrorist financing, fraud-prevention, risk-management, reputational, security, operational, technical or commercial reasons, or where required or requested by any court, regulator, governmental authority, law enforcement authority, banking partner, card network, payment service provider, wallet provider, compliance provider or any other Third-Party Provider.
You may cease using the Website and the Services at any time. However, you may not cancel, revoke or reverse any transaction that has already been submitted, initiated, transmitted for processing, or accepted by APS or any relevant Third-Party Provider, except to the extent expressly permitted by APS in writing.
APS may, at any time and without liability to you, alter, amend, suspend, restrict, discontinue or terminate all or any part of the Website or the Services, including any feature, functionality, Digital Asset, Fiat Currency, blockchain network, funding method, payout method, country availability or transaction type. APS does not guarantee that the Website or any Services, or any portion of them, will continue to be available for any particular period of time.
Where APS suspends, restricts, cancels or declines to complete a transaction after Digital Assets or Fiat Currency have been received by APS or by a relevant Third-Party Provider, APS may, in its sole discretion and subject to operational feasibility, applicable fees, applicable deductions, blockchain conditions and the requirements of any relevant Third-Party Provider, do any one or more of the following: (a) place a hold on the relevant Digital Assets or Fiat Currency; (b) require additional information, documentation or verification from you; (c) delay any further processing pending review; (d) return or arrange the return of the relevant Digital Assets or Fiat Currency to you; (e) return or arrange the return of the relevant Digital Assets or Fiat Currency to the source from which they were received, where feasible; or (f) take any other action APS considers necessary or appropriate in the circumstances. Where APS returns, reverses or remediates any Digital Assets or Fiat Currency, APS may deduct or withhold any fees, costs, expenses, losses, network fees, chargebacks, reversals, third-party charges, foreign exchange losses or other amounts incurred by APS in connection with the relevant transaction, review, return, reversal or remediation process.
APS is not obliged to complete any transaction, release any Digital Assets or Fiat Currency, or restore access to the Website or the Services solely because you have provided information, submitted a request, or transferred Digital Assets or Fiat Currency, and APS may require such additional reviews, confirmations, clearances, validations or waiting periods as it determines in its sole discretion.
If APS suspends, restricts or terminates your access to the Website or the Services, or places a hold on any transaction, APS shall not be liable for any loss, including any loss arising from price fluctuations, market movements, delays, inability to transact, loss of opportunity, failed settlement, failed payout or any decline in the value of any Digital Asset or Fiat Currency.
APS may retain transaction records, identity verification records, communications, compliance records and any other information or materials relating to you or your use of the Website or the Services for as long as APS considers necessary or appropriate to comply with applicable laws, legal process, regulatory expectations, internal policies, audit requirements, dispute resolution needs or legitimate business purposes.
Where APS, at any time and at its sole discretion, decides to discontinue, terminate or refuse to provide any Service to you without giving any reason, and APS or any relevant Third-Party Provider has already received any Fiat Currency and/or Digital Assets from you in connection with the relevant Service or transaction, APS shall, subject to Section 7 and applicable law, return or arrange the return of such Fiat Currency and/or Digital Assets within one week to the same source, payment method, account, wallet or other origin from which they were received.
APS may, prior to or as a condition of any such return, require you to complete any identity verification, authentication, source-of-funds, wallet verification or other checks, and to provide any information or documentation, in each case as contemplated by Section 7. Any period during which APS is awaiting your compliance with Section 7, or is conducting any review required by applicable law, regulation, sanctions, anti-money laundering, fraud-prevention or internal compliance procedures, shall suspend the foregoing one week period until such review has been completed to APS’s satisfaction.
APS shall not be obliged to return any Fiat Currency or Digital Assets to any alternative destination unless APS expressly agrees otherwise in writing.
Termination, suspension, restriction or discontinuation of the Website or the Services shall not affect any rights, remedies, disclaimers, limitations of liability, indemnities, payment obligations or other provisions of these Terms that by their nature are intended to survive, all of which shall survive and continue in full force and effect.
13. Governing Law and Jurisdiction
These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to any conflict of laws principles that would result in the application of the laws of another jurisdiction.
You and APS irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia, Canada, and the appellate courts therefrom, in respect of any dispute, claim or controversy arising out of or in connection with these Terms, the Website or the Services.
14. Miscellaneous
These Terms, together with any documents, policies, notices, disclosures or other materials expressly incorporated into these Terms by reference, constitute the entire agreement between you and APS with respect to the Website and the Services and supersede all prior or contemporaneous understandings, communications, negotiations, discussions, representations and agreements, whether oral or written, relating to the same subject matter. You acknowledge and agree that, in entering into these Terms, you have not relied on any statement, representation, warranty or undertaking of APS or on behalf of APS other than those expressly set out in these Terms.
APS may assign, transfer, novate or otherwise dispose of any or all of its rights and obligations under these Terms, in whole or in part, to any affiliate or in connection with any merger, acquisition, corporate reorganization, sale of shares, sale of assets, financing transaction or sale of all or substantially all of APS’s business or assets, with or without notice to you, to the extent permitted by Applicable Law. You may not assign, transfer, novate, charge, subcontract, declare a trust over or otherwise dispose of any of your rights or obligations under these Terms without APS’s prior written consent, and any purported assignment or transfer in breach of this Section shall be null and void.
Any notice, disclosure, communication, transaction-related message, request, confirmation or other information from APS to you may be provided electronically, including through the Website, through the transaction flow, by email to the email address you provide, by SMS or other messaging service to the telephone number you provide, or by any other electronic means permitted by law. You are responsible for maintaining current, accurate and accessible contact details and for regularly checking your email, messages and the Website for communications from APS.
You agree that APS may contact you electronically or by telephone in connection with the Website, the Services, any transaction, any verification or compliance review, any security matter, any support request, or any legal, regulatory or operational matter arising from or related to these Terms.
Where APS requires your consent, confirmation, acknowledgment, instruction or signature in connection with the Website, the Services or any transaction, APS may obtain the same electronically, including by your clicking, tapping or selecting any button, checkbox or similar mechanism, submitting a transaction request, entering or providing a one-time password, verification code or other authentication credential, using a remembered device or saved session, replying electronically, or otherwise taking any action designated by APS as indicating assent or authorization. You agree that any such electronic action constitutes your valid and binding agreement, instruction, acknowledgment and/or electronic signature, as applicable, and has the same legal effect as a handwritten signature.
APS may retain records of your electronic consents, confirmations, acknowledgments, instructions and signatures, including associated timestamps, session data, device information, IP address information, transaction identifiers, verification records and related metadata, and may rely on such records as evidence of your agreement, authorization and instructions, subject to applicable laws.
The headings in these Terms are for convenience only and do not affect the meaning or interpretation of these Terms.
If any provision of these Terms, or any part of any provision, is held to be invalid, illegal, void or unenforceable by a court or tribunal of competent jurisdiction, that provision shall be deemed severed or limited to the minimum extent necessary, and the remaining provisions of these Terms shall remain in full force and effect.
These Terms shall survive and remain in effect notwithstanding any suspension, restriction, discontinuation or termination of your access to the Website or the Services, and any provisions which by their nature are intended to survive, including provisions relating to risk disclosures, prohibited uses, identity verification, fees, taxes, intellectual property, disclaimers, limitations of liability, indemnities, governing law, dispute resolution and record retention, shall survive and continue in full force and effect.
If APS makes available any additional terms, policies, disclosures, product-specific terms, transaction-specific terms or other supplemental agreements in connection with any part of the Website or the Services, such materials shall be read together with these Terms. In the event of a conflict, the more specific terms shall govern with respect to the relevant subject matter, unless such supplemental terms expressly state otherwise. Nothing in these Terms limits any rights or remedies APS may have under any other agreement between you and APS, except to the extent expressly stated otherwise.
No failure, delay or omission by APS in exercising any right, remedy, power or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. No waiver by APS of any provision of these Terms, or of any breach or default, shall be effective unless made expressly in writing, and any such waiver shall apply only to the specific instance and purpose for which it is given.