Website Terms of Service
1. INTRODUCTION
1.1. Acceptance of Terms. Welcome to Aquanow. These terms of service (the “Terms”) govern how you may use https://aquanow.io/ and https://trade.aquanow.io/ (collectively the “Site”) and constitute a binding legal agreement between us and you. You should read these Terms carefully before using the Site. This Site is operated by CLTS Technologies Ltd. (“CLTS”, “us”, “we”, “our”). By accessing or using this Site or otherwise indicating your consent, you agree to be bound by these Terms and the documents referred to in them. If you do not agree with or accept any of these Terms, you must cease using the Site immediately. If you have any questions about this Site, please contact legal@aquanow.io.
1.2. Entities. If you are using or accessing our Site on behalf of an entity, then you affirm: (i) that you are an authorized representative or agent of that entity with the authority to bind such entity to these Terms; and (ii) that such entity accepts and is bound by these Terms. In such a circumstance, the words “you” and “your” as used in these Terms will refer to and apply to both that entity and you personally.
1.3. Privacy Policy. These Terms include our Privacy Policy. Our Privacy Policy will be subject to these Terms in the event of any conflict or inconsistency.
1.4. Additional Terms. We may supplement these Terms with additional terms (“Additional Terms”) relating to specific content, goods, opportunities, or services made available or supplied by us. You will have the opportunity to review these Additional Terms before accepting them. If you reject Additional Terms, certain content, goods, opportunities, or service might not be available to you.
1.5. Trading of Digital Assets. All matters concerning the trading, deposit, withdrawal, and storage of digital assets through use of the Site or other Aquanow services are governed by the Aquanow User Agreement. You must read and accept the Aquanow User Agreement before you will be permitted to trade, deposit, withdrawal, or store digital assets through use of the Site or other Aquanow services. During the onboarding process for becoming a client of the Aquanow services, CLTS will provide you with a copy of the Aquanow User Agreement for your review and acceptance. If you accept the Aquanow User Agreement, such agreement will be deemed to be Additional Terms and will form part of these Terms. In the event of any inconsistency between these Terms and the Aquanow User Agreement, the Aquanow User Agreement will govern to the extent of the inconsistency.
1.6. Age. This Site may only be used by persons at least 19 years of age or the age of majority under applicable law to form a binding contract with CLTS if such age is older than 19. If you do not meet this requirement you must not use the Site.
1.7. Accessibility. We seek to make this Site as accessible as possible. If you have any problems accessing this Site or the content contained on it, please contact us at legal@aquanow.io.
1.8. Modifications. We reserve the right in our in our sole discretion to revise and update these Terms from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Site. You agree to periodically review these Terms in order to be aware of any such modifications and your continued use of the Site constitutes your acceptance of such modifications.
1.9. Modification to Site. The Site, including its functionalities, features, pricing, information, and materials, may be changed, withdrawn, or terminated by CLTS at any time in CLTS’s sole discretion without notice. CLTS will not be liable if for any reason all or any part of the Site is restricted to users or unavailable at any time or for any period.
1.10. Notice of Binding Arbitration; Waiver of Class Action. THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 13 WHICH PROVIDES THAT YOU WILL RESOLVE ALL DISPUTES THROUGH MANDATORY AND BINDING ARBITRATION, UNLESS YOU OPT OUT THROUGH THE MECHANISM PROVIDED IN THESE TERMS OR ARE IN A PROVINCE, STATE, OR COUNTRY IN WHICH THE COURTS WILL NOT PERMIT YOU TO CONSENT TO BINDING ARBITRATION. THIS MEANS THAT, IN THE EVENT OF A DISPUTE WITH CLTS, YOU WILL NOT BE ABLE TO HAVE THAT DISPUTE RESOLVED BY A JUDGE OR A JURY. ADDITIONALLY, IN SECTION 13 OF THESE TERMS, YOU ALSO WAIVE YOUR RIGHT TO A JURY TRIAL AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS AGAINST CLTS. PLEASE CAREFULLY READ SECTION 13.
2. REGISTRATION OBLIGATIONS
2.1. Account Registration. To use certain areas of this Site, you must first complete the registration process to create an account ("Account") and select and register a unique user name and password (collectively, "Credentials"). Your Account and Credentials are specific to you and may not be shared with or transferred to any other person. You are solely responsible for maintaining the confidentiality of your Credentials and you will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of your Credentials. You will not permit any other person to use your Account or Credentials, and you will immediately notify CLTS if you know or suspect that your Account or Credentials have been used by any other person.
2.2 Registration Data. During the registration process, you will provide true, accurate, current and complete information about yourself as prompted by the Site's registration form (such information being the "Registration Data"). You will also maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or complete, or if CLTS has reasonable grounds to suspect that such information is untrue, inaccurate, not current or complete, CLTS has the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof) by you.
2.3. Responsibility for Account. CLTS may act upon any communication that is given through your Account or by using your Credentials. CLTS is not required to verify the actual identity or authority of a person using your Account or Credentials, but CLTS may in its discretion at any time require verification of the identity of a person seeking to access your Account and may deny access to and use of your Account if CLTS is not satisfied with the verification. If CLTS, in its discretion, considers your Account or Credentials to be unsecure or to have been used inappropriately, then CLTS may immediately cancel the Account or Credentials without any notice to you. You may be required to change your Credentials from time to time.
3. RESTRICTIONS ON USE
3.1. As a condition of your use of the Site, you agree:
(a) not to use the Site for any purpose that is unlawful under applicable law, or prohibited by these Terms;
(b) not to use the Site to distribute false, inaccurate, or misleading information;
(c) not to impersonate or attempt to impersonate any person;
(d) not to engage in any conduct that inhibits any person’s ability to use the Site;
(e) not to defame or disparage anybody or make comments of an obscene, derogatory or offensive manner or otherwise use the Site or its content in a way that brings us or any third party into disrepute or causes us to be liable to any third party;
(f) not to reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell or otherwise make available to any third party or otherwise publish, deep-link, create derivative works from or exploit in any way the Site or its content or materials except as permitted by us under these Terms or as expressly provided under applicable law and/or under any Additional Terms;
(g) not to data scrape, index, or data mine the Site;
(h) not to use the Site to distribute viruses or malware or other similar harmful software code;
(i) not to represent or suggest that we endorse any other business, product or service unless we have separately agreed to do so in writing; and
(j) that you are solely responsible for all costs and expenses you may incur in relation to your use of the Site and shall be solely responsible for keeping your password and other account details confidential.
3.2. We reserve the right to prevent or suspend your access to the Site if you do not comply with any part of these terms and conditions or any applicable law.
4. OWNERSHIP, USE AND INTELLECTUAL PROPERTY RIGHTS
4.1 Reservation of Rights. This Site and all intellectual property rights in the Site (including without limitation any, text, graphics, logos, information or software, and any compilation (arrangement or assembly) or use thereof) are owned by us and/or our licensors. We and our licensors reserve all our intellectual property rights (which include without limitation all copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world.
4.2. No Circumvention. Nothing in these Terms grants you any rights in the Site other than as necessary to enable you to access the Site. You agree not to try to circumvent or delete any intellectual property notices contained on the Site and in particular in any digital rights or other security technology embedded or contained within any Site content.
4.3. Trademarks. CLTS and Aquanow are our trademarks. Other trademarks and trade names may also be used on this Site. The use or misuse of any trademarks or any other content on the Site except as provided in these terms and conditions is strictly prohibited. Nothing contained on the Site shall be construed as granting, by implication, estoppel or otherwise, any licence or right to use any trademark without our prior written permission.
4.4 Materials. CLTS authorizes you to view, download and print a single copy of materials and content provided on this Site for your personal use only and only in connection with your use of the Site and products and services ordered from us. You may not remove any trademark, copyright or other proprietary notices from such copy nor modify the material or content in any way. Except as otherwise set out in these Terms, any copying or reproduction of this Site’s materials or content, in whole or in part, for commercial purposes or distribution, re-transmission, republication, modification, reverse engineering, sale or other exploitation of this Site or this Site materials or content without the prior written permission of CLTS is strictly prohibited. We reserve the right to take such steps as we deem necessary, including legal action, to restrain such unauthorized and prohibited activity and we reserve the right to suspend or terminate your access to any part of this Site immediately, without prior notice, at its sole discretion. You are solely and fully responsible for all consequences, however remote, resulting from your use of this Site or its materials and content.
5. SOFTWARE
5.1. Software. Where any software is made available for downloading from the Site, this is our copyrighted work and/or that of our licensors. You may use such software only in accordance with the terms of the end user licence agreement, if any, which accompanies the software and, subject thereto, in accordance with these Terms. All such software is made available for downloading solely for your internal use in a non-commercial manner (except as otherwise agreed in writing by CLTS). Any reproduction or redistribution of software not in accordance with the end user licence agreement and/or these Terms is expressly prohibited, and may result in severe civil and criminal penalties.
5.2. Disclaimer of Warranties. Software made available by CLTS is warranted only to the extent expressly provided in the terms of its applicable end user licence agreement. We hereby disclaim all other warranties, conditions and other terms (whether express or implied) with regard to such software, including all implied warranties and conditions of satisfactory quality, freedom from defects, merchantability, non-infringement, and fitness for a particular purpose. In no event shall our aggregate liability in respect of any such software exceed the limitations of liability in the applicable end user licence agreement, or in all other cases the amount you paid us for the relevant software.
6. SUBMITTING INFORMATION AND CONTENT TO THE SITE
6.1 Your Content.
(a) Licence. Portions of this Site may allow users to post and exchange information and content (such information and content, "User Content"), such as images, text, audio, and video, but CLTS does not screen, edit or review any User Content before it is posted or transmitted. You retain the copyright and any other rights you already hold in your User Content. By submitting or otherwise posting User Content on our website, you grant CLTS a worldwide, non-exclusive, perpetual, irrevocable, fully-paid up, royalty-free, assignable, transferable, and sub-licensable (through multiple tiers) licence to exploit, use, access, store, reproduce, adapt, translate, publish, publicly perform, publicly display, modify, repost, rent out, sublicense, create derivative works from, and distribute your User Content, subject to these Terms, without any notice or compensation to you or any other person (the “User Content Licence”). Each time you submit or post User Content on the Site, you confirm, represent, and warrant to CLTS that you have all the rights, power, and authority necessary to grant the User Content Licence. Please note that User Content on our Site does not necessarily reflect the views of CLTS, and CLTS disclaims all responsibility for any such User Content and for any losses or expenses resulting from their use or appearance on our Site.
(b) Responsibility. You understand that all User Content, whether publicly posted or privately transmitted when posting, sharing, displaying, sending or submitting material using our Site, is the sole responsibility of the person from whom it originated. This means that you, and not CLTS, are entirely responsible: (i) for all User Content that you upload, post, email, transmit, or otherwise make available via our Site; and (ii) for ensuring that all User Content is accurate, lawful, and does not include misleading information or infringe or violate anyone’s rights. CLTS does not control the User Content posted via our Site and, therefore, does not guarantee the accuracy, integrity, or quality of any User Content. You therefore agree that you will not hold CLTS responsible or liable for any inaccuracies or for any errors or omissions in any User Content, or for any loss, injury or damages of any kind incurred as a result of the use of or reliance upon any User Content posted, emailed, transmitted, or otherwise made available via our Site.
(c) Removal of Your Content. You acknowledge that CLTS does not pre-screen, monitor, or modify User Content, but that CLTS has the right (but not the obligation) to refuse, remove, modify, or delete any User Content that is available via our Site that violates these Terms, or is otherwise objectionable, in our sole and arbitrary discretion. You acknowledge and expressly consent to CLTS, accessing, preserving, and disclosing your Account information and User Content if required to do so by law or if in good faith CLTS believes that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any User Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety or security of CLTS, or our affiliates, staff, users, or the public.
(d) Derivative Content. CLTS owns all intellectual property rights in the content we derive or create from User Content (“Derivative Content”).
6.2. Feedback and Unwanted Submissions. We welcome any questions, comments or feedback you might have about the Site or these Terms ("Feedback"). Please refer to the Contact section of this Site for our contact information. That said, our Site is not a secure means of communication and any information or content you supply to us will not be kept confidential. For that reason, you should not submit or send to us any patentable ideas or patent applications, advertising or marketing suggestions, know-how, trade secrets, prototypes or any information, written or oral, which you regard as confidential or commercially sensitive or valuable (collectively referred to as “Unwanted Submissions”). While we value your feedback, you agree not to submit any Unwanted Submissions. We shall not be subject to any obligation of confidentiality nor be liable for any use and/or disclosure of such Unwanted Submissions. You agree we are free to use your Unwanted Submissions as we see fit without any obligation to you.
6.3. License to Feedback and Submissions. If you provide Feedback, or Unwanted Submissions, you grant CLTS a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, and fully sub-licensable right to exploit, use, access, store, reproduce, adapt, translate, publish, publicly perform, publicly display, modify, repost rent out, sublicense, create derivative works from, and distribute from the Feedback or Unwanted Submissions in any way and for any purpose without providing any compensation to you or any other person. You also grant CLTS the right to use the name you submit with the User Content or Feedback, if any, in connection with CLTS’s rights hereunder.
6.4. Your Representations; Waiver of Moral Rights. Each time you submit or post Feedback, Unwanted Submissions or User Content, you represent and warrant that any such Feedback, Unwanted Submissions, and User Content you supply to us is and shall be your own original work and has been lawfully provided to us and that you have all necessary consents to provide this to us and that we shall be entitled to disclose your name with any such Feedback, Unwanted Submissions, or User Content that we may choose to publish. Where you are the author of such content, you agree that you waive all moral rights you may have in any such Feedback, Unwanted Submissions, or User Content.
6.5. Personal Information. You agree that any personal information you disclose to us may be used by us as described in our Privacy Policy.
6.6. Infringing Content. As copyright holders ourselves, we respect copyright holders’ rights and will quickly respond to any claims of copyright infringement reported on the Site. If you find anything on the Site that you believe infringes your copyright or the copyrights of a person you are authorized to represent, please report the alleged infringement to us at legal@aquanow.io.
7. ACCURACY OF INFORMATION AND AVAILABILITY OF THE SITE
7.1. Reliance on Content. While we use reasonable efforts to include accurate and up-to-date information on the Site, we do not represent, warrant, or promise (whether expressly or by implication) that any, information, materials, or content are or remain available, accurate, complete and up to date, free from bugs, errors or omissions, or fit or suitable for any purpose. Any reliance you may place on the information, materials, or content made available on this Site is at your own risk and we may suspend or terminate operation of the Site at any time at our sole discretion. Content and materials on the Site are provided for your general informational purposes only.
7.2. Advice Disclaimer. WITHOUT LIMITING SECTION 7.1, INFORMATION, MATERIALS, AND CONTENT ON THIS SITE ARE MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. THE INFORMATION, MATERIALS, AND CONTENT MADE AVAILABLE ON THIS SITE DOES NOT AND IS NOT INTENDED TO CONVEY INVESTMENT ADVICE, FINANCIAL ADVICE, ECONOMIC ADVICE, ACCOUNTING ADVICE, TAX ADVICE, LEGAL ADVICE, OR ANY OTHER TYPE OF PROFESSIONAL ADVICE. YOU SHOULD NOT RELY ON THE INFORMATION, MATERIALS, OR CONTENT ON THE SITE AS A SUBSTITUTE FOR, NOR DO THEY REPLACE, PROFESSIONAL ADVICE. YOU MUST OBTAIN PROFESSIONAL ADVICE FROM A QUALIFIED THIRD-PARTY BEFORE TAKING, OR REFRAINING FROM, ANY ACTION OR INACTION ON THE BASIS OF THE INFORMATION, MATERIALS, OR CONTENT ON OUR SITE. CLTS IS NOT RESPONSIBLE OR LIABLE FOR ANY ACTIONS OR INACTION YOU TAKE PART AS A RESULT OF THE INFORMATION, MATERIALS, OR CONTENT THAT IS AVAILABLE ON THE SITE OR OTHERWISE SUPPLIED TO YOU BY US.
7.3. Availability of Site. While we endeavour to keep the Site available, we do not represent, warrant, or guarantee in any way the Site’s continued availability at all times or uninterrupted use by you of the Site.
8. HYPERLINKS AND THIRD PARTY SITES
8.1. Third Party Websites. The Site may contain hyperlinks or references to third party websites other than the Site. Any such hyperlinks or references are provided for your convenience only. We have no control over third party websites and accept no responsibility for any content, material, or information contained in them. The display of any hyperlink and reference to any third party website does not constitute an endorsement of such third party’s website, products or services. Your use of a third party site may be governed by the terms and conditions and privacy policy of that third party site.
8.2. Third Party Content. This Site may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content are solely the opinions and the responsibility of the person providing those materials. Such materials do not necessarily reflect the opinion of CLTS. CLTS is not responsible or liable to you or any third party for the content, information, opinions, or accuracy of any third party materials.
9. INDEMNITY
9.1. You will defend, indemnify and hold harmless CLTS and the Indemnified Associates (defined below) from and against any and all losses, damages, costs, expenses (including legal fees), claims, complaints, demands, actions, suits, proceedings, obligations, fines, penalties, and liabilities (including settlement payments) arising from any third-party claim or action, resulting from, connected with, or relating to: (a) your use of this Site, its information, content, or materials, User Content, or the other products or services we provide (including those made available through the Site); or (b) your negligence, misconduct, or breach of these Terms. Notwithstanding the foregoing, CLTS retains the right to participate in the defense of and settlement negotiations relating to any third party claim, complaint, demand, action, suit or proceeding with counsel of its own selection at its cost and expense.
(The “Indemnified Associates” are CLTS’ subcontractors and CLTS’s and such subcontractors’ respective officers, directors, employees, agents, shareholders, parents, subsidiaries, successors, and permitted assigns)
10. DISCLAIMERS
10.1. You understand and agree that:
(a) USE OF THIS SITE AND ITS INFORMATION, CONTENTS, AND MATERIALS (INCLUDING, WITHOUT LIMITATION, USER CONTENT) IS AT YOUR SOLE RISK. THIS SITE AND ITS INFORMATION, CONTENTS, AND MATERIALS (INCLUDING, WITHOUT LIMITATION, USER CONTENT) ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS. NEITHER CLTS NOR ANY OF ITS EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, THIRD PARTY SERVICE PROVIDERS, SUCCESSORS, OR ASSIGNS (CLTS AND ITS EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, THIRD PARTY SERVICE PROVIDERS, SUCCESSORS, AND ASSIGNS COLLECTIVELY, THE "CLTS PARTIES") MAKE ANY WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THIS SITE OR ITS INFORMATION, CONTENTS, OR MATERIALS (INCLUDING, WITHOUT LIMITATION, USER CONTENT) AND THE CLTS PARTIES SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
(b) THE CLTS PARTIES MAKE NO WARRANTIES OR CONDITIONS REGARDING THE QUALITY, RELIABILITY, TIMELINESS OR SECURITY OF THE SITE OR THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. THE CLTS PARTIES ASSUME NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE OR ACCESS, OR TO STORE OR ACCESS PROPERLY, EMAIL MESSAGES AND ELECTRONIC FILES. YOU ASSUME THE ENTIRE RISK IN DOWNLOADING OR OTHERWISE ACCESSING ANY DATA, FILES, OR OTHER MATERIALS OBTAINED FROM THIRD PARTIES AS PART OF THE SITE, EVEN IF YOU HAVE PAID FOR VIRUS PROTECTION SERVICES.
(c) THE ACCESS TO AND DOWNLOADING OF CONTENT AND MATERIAL FROM THIS SITE IS DONE AT YOUR OWN RISK. CLTS MAKES REASONABLE EFFORTS TO ENSURE THAT THIS SITE IS VIRUS-FREE, BUT CLTS DOES NOT AT ANY TIME GUARANTEE OR WARRANT THAT SUCH CONTENT OR MATERIALS ARE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SAFEGUARDS TO PROTECT YOUR COMPUTER SYSTEM AND DATA AND YOU ARE RESPONSIBLE FOR THE ENTIRE COST OF ANY SERVICE, REPAIRS OR CORRECTIONS NECESSARY AS A RESULT OF THE USE OF THIS SITE.
11. WARRANTIES AND LIMITATION OF LIABILITY
11.1 Dollar Cap. WITHOUT LIMITING SECTION 11.2, TO THE EXTENT PERMITTED BY LAW, THE CLTS PARTIES CUMULATIVE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE SITE, OR ITS INFORMATION, CONTENTS, OR MATERIALS WILL NOT EXCEED THE AMOUNT OF FEES YOU PAID CLTS IN THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR IF YOU USED THE SERVICES ON A FREE BASIS, THEN THE CLTS PARTIES’ LIABILITY WILL NOT EXCEED $10.00 CAD).
11.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE CLTS PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF DATA, LOSS OF REVENUE OR PROFIT, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, PERSONAL INJURY, LOSS OF LIFE, PAIN AND SUFFERING, OR EMOTIONAL DISTRESS, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF PRIVACY, OR ANY OTHER THEORY OF LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. GOVERNING LAW
12.1 Governing Law. The Site and these Terms is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle or rule and notwithstanding your domicile, residence or physical location.
13. DISPUTES & BINDING ARBITRATION
13.1 Arbitration. If the courts in your province, state, or country will not permit you to consent to binding arbitration, then any legal suit, action, or proceeding arising out of or related to these Terms will be instituted exclusively in the courts of the Province of British Columbia, Canada, and you irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Otherwise, you agree that in the event of any dispute between you and CLTS arising out of or relating to these Terms, the Site (including its information, contents, and materials), or the other Aquanow services, that you and CLTS shall consult and negotiate with each other and, recognizing your mutual interests, attempt to reach a solution satisfactory to both you and CLTS. If you and CLTS do not reach settlement within a period of 60 days, then such dispute will be referred to and finally resolved by mandatory and binding arbitration administered by the Vancouver International Arbitration Centre (“VanIAC”) pursuant to its applicable Rules.
13.2 The place of arbitration will be Vancouver, British Columbia, Canada. The number of arbitrators will be set to one unless otherwise required by the Rules. The language of the arbitration will be English. The existence and content of the arbitration proceedings, including documents submitted by the parties, correspondence to and from the VanIAC, correspondence to and from the arbitrator, and orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party (except for professional advisors) without the express written consent from the other party unless: (a) (i) the disclosure to the third party is reasonably required in the context of conducting the arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein; or (b) such disclosure is required by applicable law.
13.3 The parties agree that either party will have a right of appeal pursuant to the VanIAC Rules with the grounds of appeal to be on a question of law or a question of mixed fact and law. Except for the appeal process under the VanIAC Rules, the parties agree that they will not appeal any arbitration decision, or decision of an Appeal Tribunal, to any court.
13.4 Opt-Out. You may opt out of the above arbitration clause by following the procedure described in this paragraph. If you opt out, then neither you nor we will be able to require the other to participate in arbitration for the purposes of resolving any dispute, claim or controversy between you and CLTS arising out of or relating to these Terms, the Site (including its information, contents, and materials), or the other Aquanow services. To opt out, you must, within 30 days of accepting these Terms, deliver to CLTS a clear written statement indicating that you wish to opt out of the arbitration provisions in these Terms. The statement must contain: (a) your name; (b) your mailing address; (c) your telephone number; (d) your email address; and (e) your Account name on the Aquanow services (if any). The opt-out statement must be delivered to the following address:
CLTS Technologies Ltd.
1095 West Pender Street, Suite 1400
Vancouver, British Columbia, Canada
V6E 2M6
13.3 Waiver of Class Action and Jury Trial. You hereby waive and agree to waive any right you may have to commence or participate in any class action against CLTS related to any claim and, where applicable, you also agree to opt out of any class proceedings against CLTS. Where applicable, if a dispute arises between us and you, you hereby waive and agree to waive any right you may have to participate in a trial by jury with respect to that dispute.
14. GENERAL
14.1 Force Majeure. No delay, failure, or default on the part of CLTS will constitute a breach of these Terms to the extent caused by: (a) acts of war, terrorism, invasion, riots or other acts of civil unrest; (b) hurricanes, earthquakes, pandemic, epidemic, flood, fire, tsunami, solar flare, electro-magnetic pulse, explosion, other acts of God or of nature; (c) strikes or other labor disputes; (d) national or regional emergency; (e) passage of Law or any action taken by a governmental or public authority, including imposing an embargo, workplace shutdown or staffing restrictions, health order, export or import restriction, quota or other restriction or prohibition, or any complete or partial government shutdown; (f) national or regional shortage of adequate power or telecommunications or transportation facilities; or (g) other causes beyond CLTS’s reasonable control.
14.2 Survival. Sections 1.1, 1.2, 1.4, 2.3, 4.1, 4.3, 5, 6, 7, 8, 9 ,10, 11, 12, 13, and 14 and all other provisions of these Terms which must survive termination to fulfill their purpose, will survive termination or expiration of these Terms.
14.3 No Third-Party Beneficiaries.
(a) Except as set forth in Paragraph 14.3(b), the parties do not confer any legal, equitable or other rights or remedies of any nature whatsoever under or by reason of these Terms upon any person other than the parties to these Terms and their respective successors and permitted assigns.
(b) The parties hereby designate each of the Indemnified Associates as third-party beneficiaries of Sections 9 having the right to enforce that Section. The parties hereby designate each of the CLTS Parties as third-party beneficiaries of Sections 10 and 11 having the right to enforce those Sections.
14.4 Relationship. The relationship between the parties is that of independent contractors. Nothing contained in these Terms will be construed as creating any agency, partnership, joint venture, franchise, or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.
14.5 No Waiver. The failure of CLTS to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by you.
14.6 Headings. The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms.
14.7 Severability. If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
14.8 Assignment. We may assign these Terms in part or in their entirety, including our rights, interests, and obligations hereunder, without notice to you or your consent. These Terms are personal to you and you may not assign these Terms nor your rights, interests, or obligations under these Terms to any person without our express written consent.
14.9 Entire Agreement. These Terms, together with our Privacy Policy, Risk Disclosure Statement, Additional Terms (if any), and any other agreement incorporated by reference, constitutes the sole and entire agreement between you and CLTS regarding the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
14.10 Language. The parties acknowledge that they have required that the Terms and all related documents be prepared in English. Les parties reconnaissent avoir exigé que les présentes modalités de vente et tous les documents connexes soient rédigés en anglais.
14.11 Enurement. These Terms will enure to the benefit of and be binding upon the parties to these Terms and their respective successors, heirs, and permitted assigns.
14.12 Equitable Relief. You hereby acknowledge and agree that any breach by you of these Terms would result in harm to CLTS, and that CLTS could not be adequately compensated for such harm by monetary award. Accordingly, you hereby agree that in the event of any such breach, in addition to all other remedies available to CLTS at law or equity, CLTS will be entitled as a matter of right, and without posting bond or proving damages, to, notwithstanding Section 13, apply to any court of competent jurisdiction for such equitable relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance by you with these Terms.
14.13 Interpretation. For the purposes of these Terms: (a) the words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to these Terms as a whole; (d) unless the context otherwise requires, references herein: (i) to Articles, Sections, Schedules and Exhibits mean the Articles and Sections of, and Schedules and Exhibits attached to, these Terms, (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof, and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder; (e) the Schedules referred to herein will be construed with, and as an integral part of, these Terms to the same extent as if they were set forth verbatim herein; (f) Section and Schedule headings do not affect the interpretation of these Terms; (g) words in the singular include the plural and those in the plural include the singular; and (h) a reference to “writing” or “written” includes email, unless otherwise stated.
14.14 Notice. We may give you notice at the email address (or if no email address, other contact information) you provide to CLTS during the registration process or at your last known address. Except as otherwise stated herein, you may only give us notice by letter at:
CLTS Technologies Ltd.
1095 West Pender Street, Suite 1400
Vancouver, British Columbia, Canada
V6E 2M6