Terms of Service

This document lays out the Terms of Service (hereinafter "Terms") for the Services provided by us, ArrivalPay OÜ, a company registered and licensed in Estonia with registry number 14569063 and license number FVT000195 with an address at Tuukri tn. 19-215, Kesklinna linnaosa, Tallinn, Harju maakond, 10120 (hereinafter "We"; "Us"; "Company"; or "ArrivalPay") to you.

By accessing our website at https://www.icsp.pro (hereinafter “Website”), you confirm you have read, acknowledged, and confirmed these Terms as well as ArrivalPay Privacy Policy, AML Policy, Anti-Fraud Policy, Refund Policy and Fees Policy.

Risk Disclosure

BY ACCESSING OR USING ANY ARRIVALPAY SERVICES, YOU ARE VOLUNTARILY CHOOSING TO ENGAGE IN SOPHISTICATED AND RISKY ASSET TRANSACTIONS. YOU ARE FURTHER ACKNOWLEDGING THAT YOU ARE AWARE OF THE MANY RISKS ASSOCIATED WITH THE USE OF THESE SERVICES AND WITH ENGAGING IN TRANSACTIONS IN DIGITAL ASSETS, INCLUDING BUT NOT LIMITED TO, RISKS OF FINANCIAL LOSS, TECHNOLOGY GLITCHES (INCLUDING BUT NOT LIMITED TO PROBLEMS WITH THE BLOCKCHAIN TECHNOLOGY), AND HACKING. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT ARRIVALPAY IS NOT RESPONSIBLE FOR THE AFOREMENTIONED RISKS, AND YOU VOLUNTARILY ASSUME AND ACCEPT SUCH RISKS IN DECIDING TO ENGAGE IN DIGITAL ASSETS TRANSACTIONS ON THE ARRIVALPAY PLATFORM.

Modification of Terms

The Company may modify these Terms by providing notice of such changes, such as by sending you an email, providing notice through the Services, or updating the "Last Updated" date at the top of these Terms. If you do not agree to any modification to these Terms, you must stop using the Services. The Company encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access to and use of the Services.

Our Services (hereinafter "Services")

Company provides you with a simple and convenient way to exchange legal tender currencies (e.g., Euros) for Digital Assets (e.g., Bitcoin and Ether) and vice versa, and to exchange one type of Digital Asset for another type of digital asset. When using our Services, you purchase and sell Digital Assets directly from and to us.

You may use the Services through our exchange platform available on our website ("Exchange Platform"). For large transactions, we offer OTC Services, which are often provided off-platform, through our Over-the-Counter desk ("OTC Services").

The Services associated with your Account include a wallet service provided by the Company or by a trusted third party ("Hosted Wallet"). The Hosted Wallet enables you to deposit, store, and withdraw Digital Assets using our Digital Assets wallets. Our services do not provide users with the ability to exchange one form of legal tender for another form of legal tender.

Depending on your country of residence, you may not be able to use all the functions of the Site or Services. It is your responsibility to follow the rules and laws in your country of residence and/or country from which you access this Site and the Services.

ArrivalPay Account

In order to use the Services, you must create and maintain an Account through the Services. "Account" is a user Account accessible after completing the registration process.

When you create an Account, you agree to (a) create a strong password that you do not use for any other website or online Service; (b) provide accurate and truthful information; (c) maintain and promptly update your Account information in case of any changes; (d) maintain the security of your Account by protecting your password and restricting access to your Account; (e) promptly notify us if you discover or otherwise suspect any security breaches related to your Account; and (f) take responsibility for all activities that occur under your Account and accept all risks of any authorized or unauthorized access to your Account, to the maximum extent permitted by law.

You are not allowed to maintain more than one Account at any given time.

Key Definitions

Capitalized terms not otherwise defined in these Terms will have the following meaning:

  • "External Account" means any Financial Account or Digital Asset Account, including via credit card transaction: (i) from which you may load Funds into your Account, and (ii) to which you may transfer outgoing Funds from your Account.
  • "Financial Account" means any financial Account of which you are the beneficial owner that is maintained by a third party, including but not limited to Accounts maintained by third-party financial institutions or banks.
  • "Funds" means Digital Assets and/or Legal Tender.
  • "Legal Tender" means any national currency, such as U.S. dollars or Euros, that may be used in connection with a purchase or sale of Digital Assets via the Services and does not include any Digital Asset.
  • "Account" means a user Account accessible via the Website where Funds may be stored by us on behalf of a user.
  • "Digital Asset" means Bitcoin, Ether, and other Digital Assets that may be purchased, sold, or traded via the Services.
  • "Digital Asset Account" means any Digital Asset address or Account owned or operated by you that is maintained outside of our website/systems and is not owned, controlled, or operated by us.

Eligibility

The Services are intended solely for users who are 18 or older and who satisfy the criteria described in these Terms. The Company may not make the Services available in all markets and jurisdictions and may restrict or prohibit the use of the Services from the U.S. states or other foreign jurisdictions ("Restricted Countries").

You hereby represent and warrant that you: (a) are at least 18 years of age; (b) have the full capacity to accept these Terms and enter into a transaction involving Digital Assets; (c) have not previously been suspended or removed from using our Services; (d) are not located in, or a national or resident of any Restricted Country; (e) are not listed on the sanction lists of OFAC, the United Nations, the European Union, the United States, Estonia, or other sanction lists; (f) is not a Politically Exposed Person (PEP); (g) will not use our Services if any applicable laws in your country prohibit you from doing so in accordance with these Terms.

If you are registering to use the Services on behalf of a legal entity, you represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf.

Corporate User

If the Company has approved your Account for trading on behalf of a legal entity ("Corporate User"), you will use the Services and your Account solely for the Account of the specified Corporate User. In such case, you agree to these Terms on behalf of yourself and any such Corporate User, and you represent and warrant that you have the authority to bind the Corporate User to these Terms and that both you personally and the Corporate User will be jointly and severally liable under these Terms for any violation of these Terms or any other act or omission by the Corporate User or by you. Without limiting the foregoing, you agree neither you nor the Corporate User will use or offer the Services or any derivatives thereof to any person located in or that is a citizen or resident of a Restricted Country.

Restricted Locations

You may not use the Services if you are located in, or a citizen or resident of any state, country, territory, or other jurisdiction that is embargoed by the United States, or if you are on any trade or economic sanctions lists, such as the United Nations Security Council Sanctions List, or if you are restricted or prohibited from engaging in any type of trading by the European Union, Hong Kong Monetary Authority, Office of Foreign Asset Control or any other administrative law enforcement agencies. You may not use the Services if you are located in or a citizen or resident of any state, country, territory, or other jurisdiction where your use of the Services would be illegal or otherwise violate any applicable law. You represent and warrant that you are not a citizen or resident of any such jurisdiction and that you will not use any Services while located in any such jurisdiction, and that you are not on any trade or economic sanctions list. You also may not use the Services if you are located in, or a citizen or resident of, any other jurisdictions where Company has determined, at its discretion, to prohibit the use of the Services.

Conditions and Restrictions

We may, at any time and in our sole discretion, refuse any trade submitted via the Services, impose limits on the trade amount permitted via the Services or impose any other conditions or restrictions upon your use of the Services without prior notice.

For example, we may limit the number of open orders that you may establish via the Services, or we may restrict trades from certain locations.

Account Suspension

You agree that the Company shall have the right to immediately suspend your Account, freeze, or lock the Digital Assets or funds in all such Accounts, and suspend your access for any reason, including if the Company suspects any such Accounts to be in violation of these Terms, or any applicable laws and regulations. You agree that the Company shall not be liable to you for any permanent or temporary modification of your Account or suspension or termination of your access to all or any portion of the Services.

The above Account controls may also be applied in the following cases:

  1. The Account is subject to a governmental proceeding, criminal investigation, or other pending litigation;
  2. We are required to do so by a court order or command by a regulatory/government authority.

Accuracy of Information

You must provide any information required when creating an Account or when prompted by any screen displayed within the Services. You represent and warrant that any information you provide via the Services is accurate and complete.

Taxes

It is your responsibility to determine what, if any, taxes apply to the trades you complete via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that the Company is not responsible for determining whether taxes apply to your trades or for collecting, reporting, withholding, or remitting any taxes arising from any trades.

Funding Your Account

In order to complete an order via the Services, you must first load Funds to your Account via wire transfer or credit card. In the event funds were sent by wire transfer, you may be required to verify that you control the External Account that you use to load Funds to your Account. The Company is not responsible for any External Account fees or credit card processing fees or for the management and security of any External Account. You are solely responsible for your use of any External Account, and you agree to comply with all terms and conditions applicable to any External Account. The timing associated with a transaction will depend in part upon the performance of third parties such as the banks from which you transferred money or the credit card processor, and the Company makes no guarantee regarding the amount of time it may take to load Funds into your Account.

About Funds Held in Your Account - Be advised that fiat funds held in your Account are exclusively for the purchase of Digital Assets or withdrawal to your approved External Account. Proceeds from the sale of Digital Assets will be credited to your fiat Account, less any transactional or other fees.

Furthermore, be advised that the Company does not pay interest on free fiat balances held in your Account.

Risk Disclosure

Trading in Digital Assets and using the Services involves significant risks and potential for financial losses. Digital Assets are generally assumed to be subject to high volatility due to them still being in the early stages of development, technologically and financially. Digital Assets do not necessarily have a specific form of protection or regulation by any governmental body, which means that by exchanging Digital Assets, you will not be able to enforce any guarantees or safeguards expected with regulated financial services. Before using the Services, you should carefully consider whether such an exchange is suitable for you with your current circumstances and financial resources.

You represent and warrant that you have the necessary technical expertise and ability to review and evaluate the risk involved and to maintain the security of your Account.

THE RISK OF LOSS IN THE EXCHANGE OF DIGITAL ASSETS CAN BE SUBSTANTIAL, AND THEREFORE YOU SHOULD UNDERSTAND THE POSSIBILITY OF LOSSES ASSOCIATED WITH THE EXCHANGE OF DIGITAL ASSETS AND MUST ASSUME RESPONSIBILITY FOR ALL THE RISKS ASSOCIATED WITH SUCH EXCHANGES AND FOR THEIR RESULTS.

You acknowledge that there are risks associated with utilizing an Internet-based trading system, including but not limited to the failure of hardware, software, and Internet connections. You acknowledge that the Company shall not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when trading via the Services, howsoever caused.

Digital Asset Terms of Sale

Prices; Availability

All prices reflect the exchange rates applicable to the purchase or sale of Digital Assets using the Legal Tender or alternative form of Digital Assets identified in your purchase order. All Digital Asset sales and purchases by the Company are subject to availability, and we reserve the right to discontinue the sale and purchase of Digital Assets without notice.

Purchase Quotes

Prior to completing your purchase or sale of Digital Assets from the Company, we will provide notice of the amount of Digital Assets you intend to purchase or sell and the amount of Funds you will be required to pay to the Company to receive such Digital Assets or Legal Tender. You agree to comply with any terms and conditions provided within such notice to complete your purchase transaction.

Orders

Irrespective of the time at which or medium by which You place an order, you agree to pay or receive the price at the time the purchase transaction is executed. You acknowledge and understand that the nature of the Crypto market means that the price at which Your transaction is executed may vary significantly from the price indicated at the time of Your order. The Company is not liable for any such price fluctuations. The Service is independent of any exchanges, and We are under no obligation to quote or refer to a particular price or index. You acknowledge that We reserve the right to decline any order for any reason (including Your breach of the Terms, inadequate funds in Your Account, or market conditions).

Errors

In the event of an error, whether via our Services, in a purchase order confirmation, in processing your purchase, or otherwise, we reserve the right to correct such error and revise your purchase transaction accordingly (including charging the correct price) or to cancel the purchase and refund any amount received. Your sole remedy in the event of an error is to cancel your purchase order and obtain a refund of any amount charged.

Payment Method

Only valid payment methods specified by us may be used to purchase Digital Assets. By placing an order to purchase Digital Assets from the Company, you represent and warrant that (a) you are authorized to use the designated payment method and (b) you authorize us, or our payment processor, to charge your designated payment method. If the payment method you designate cannot be verified, is invalid, or is otherwise not acceptable, your purchase order may be suspended or canceled automatically.

You agree to resolve any problems we encounter in order to proceed with your purchase order.

Card Purchase

You can perform an instant purchase using your credit or debit card ("Card Purchase"). Our appointed payment services provider may save and store payment information, such as credit card or debit card numbers and card expiration dates, entered by you on our website when you make a Card Purchase. Such stored payment information may be used as your default payment method for further Card Purchases on our website. At any time, you can delete your card information or enter new card information.

Fees

Our fees charged are disclosed on a per transaction basis. You authorize us to charge or deduct your Account Funds for any applicable Fees owed in connection with trades you complete via the Services.

Rejected Transactions

In some cases, the External Account may reject your Funds or may otherwise be unavailable. You agree that you will not hold the Company liable for any damages resulting from such rejected transactions.

Cancellations

As we execute orders immediately, you may not change, withdraw, or cancel your orders.

Transferring Funds to an External Account

Provided that the balance of Funds in your Account is greater than any minimum balance requirements needed to satisfy any of your open positions, you may transfer any amount of Funds, up to the total amount of Funds in your Account in excess of such minimum balance requirements, from your Account to an External Account, less any fees charged by the Company for such transactions.

No Returns or Refunds

All sales and purchases of Digital Assets by the Company via the Services are final. We do not accept any returns or provide refunds for your purchase of Digital Assets from the Company, except as otherwise provided in these Terms.

Unclaimed Property

If for any reason, the Company is holding Funds in your Account on your behalf, and the Company is unable to return your Funds to your designated External Account after a period of inactivity, then the Company may forfeit, report and/or remit such Funds in accordance with the applicable laws.

Electronic Notices

You agree and consent to receive electronically all communications, agreements, documents, receipts, notices, and disclosures (collectively, "Communications") that the Company provides in connection with your Account and/or use of the Services. You agree that the Company may provide these Communications to you by posting them via the Services, by emailing them to you at the email address you provide, and/or by sending an SMS or text message to a mobile phone number that you provide. Your carrier's normal messaging, data, and other rates and fees may apply to any mobile Communications. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy. You may also contact us through support to request additional electronic copies of Communications or, for a fee, paper copies of Communications (as described below).

Updating Contact Information

It is your responsibility to keep your email address and/or mobile phone number on file with the Company up to date so that communicate with you electronically. You understand and agree that if the Company sends you an electronic communication, but you do not receive it because your email address or mobile phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications, the Company will be deemed to have provided the communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add the Company to your email address book so that you will be able to receive the communications we send to you. You can update your email address, mobile phone number, or street address at any time by logging into your Account or by sending such information to support. If your email address or mobile phone number becomes invalid such that electronic communications sent to you by the Company are returned, we may deem your Account to be inactive, and you may not be able to complete any transaction via our Services until we receive a valid, working email address or mobile phone number from you.

Acceptable Use

When accessing or using the Services, you agree that you will not violate any law, contract, intellectual property, or other third-party right or commit a tort and that you are solely responsible for your conduct while using our Services.

Without limiting the generality of the foregoing, you agree that you will not:

  • Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
  • Use our Services to pay for, support, or otherwise engage in any illegal gambling activities; fraud; money-laundering; or terrorist activities; or other illegal activities;
  • Use any robot, spider, crawler, scraper, or other automated means or interface not provided by us to access our Services or to extract data;
  • Use or attempt to use another user's Account without authorization;
  • Attempt to circumvent any content-filtering techniques we employ or attempt to access any service or area of our Services that you are not authorized to access;
  • Develop any third-party applications that interact with our Services without our prior written consent;
  • Provide false, inaccurate, or misleading information;
  • Encourage or induce any third party to engage in any of the activities prohibited under this Section.

Copyrights and Other Intellectual Property Rights

Unless otherwise indicated by us, all copyright and other intellectual property rights in all content and other materials contained on our website or provided in connection with the Services, including, without limitation, the logo of the Company and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, "ArrivalPay Materials") are the proprietary property of the Company and are protected by local and international copyright laws and other intellectual property rights laws.

We hereby grant you a limited, nonexclusive, and non-sublicensable license to access and use the Company Materials for your personal or internal business use. Such license is subject to these Terms and does not permit (a) any resale of the ArrivalPay Materials; (b) the distribution, public performance, or public display of any ArrivalPay Materials; (c) modifying or otherwise making any derivative uses of the ArrivalPay Materials, or any portion thereof, or (d) any use of the ArrivalPay Materials other than for their intended purposes. The license granted under this Section will automatically terminate if we suspend or terminate your access to the Services.

Trademarks

"ArrivalPay OÜ", "ArrivalPay", the ArrivalPay logo, and any other Company product or service names, logos, or slogans that may appear on our Services are trademarks of ArrivalPay, and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

You may not use any trademark, product, or service name of ArrivalPay without our prior written permission, including without limitation any metatags or other "hidden text" utilizing any trademark, product, or service name of ArrivalPay.

In addition, the look and feel of our Services, including all page headers, custom graphics, button icons, and scripts, is the service mark, trademark, and/or trade dress of the Company and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned through our Services are the property of their respective owners.

Reference to any products, services, processes, or other information, by name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

Third-Party Content

In using our Services, you may view content provided by third parties, including links to web pages of such parties, including but not limited to Facebook and Twitter links ("Third Party Content"). We do not control, endorse or adopt any Third Party Content and shall have no responsibility for the Company’s Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable.

In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.

Suspension; Termination

In the event of any Force Majeure Event, breach of this agreement, or any other event that would make provision of the Services commercially unreasonable for the Company, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of our Services. We may terminate your access to the Services in our sole discretion, immediately and without prior notice, and delete or deactivate your Account and all related information and files in such Account without liability to you, including, for instance, in the event that you breach any term of these Terms. In the event of termination, the Company will attempt to return any Funds stored in your Account not otherwise owed to the Company, unless the Company believes you have committed fraud, negligence, or other misconduct.

Discontinuance of Services

We may, at our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.

Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT, AND MATERIALS CONTAINED THEREIN. YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD-PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS INCLUDING THIRDPARTY DDOS ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.

Limitation of Liability

EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL ARRIVALPAY, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES OR THE ARRIVALPAY MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM ARRIVALPAY, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO ARRIVALPAY RECORDS, PROGRAMS OR SERVICES.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section may not apply to you.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ARRIVALPAY (INCLUDING OUR DIRECTORS, MEMBERS, EMPLOYEES, AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, ARRIVALPAY OR TO THESE TERMS EXCEED THE FEES PAID BY YOU TO ARRIVALPAY DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.

Indemnity

You agree to defend, indemnify and hold harmless the Company (and each of our officers, directors, members, employees, agents, and affiliates) from any claim, demand, action, damage, loss, cost, or expense, including without limitation reasonable attorneys' fees, arising out or relating to (a) your use of, or conduct in connection with, our Services; (b) any Feedback you provide; (c) your violation of these Terms; or (d) your violation of any rights of any other person or entity; (e ) your violation of any applicable law or regulation. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it.

Applicable Law

These Terms are governed by and construed in accordance with the law of Estonia. The courts of Estonia will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with these Terms.

Miscellaneous

Entire Agreement; Order of Precedence

These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Services. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with the Company for the Services or for any other product of the Company or Service or otherwise. In the event of any conflict between these Terms and any other agreement you may have with the Company, the terms of that other agreement will prevail.

Waiver

Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.

Severability

The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.

Force Majeure Events

The Company shall not be liable for (1) any inaccuracy, error, delay in, or omission of (i) any information, or (ii) the transmission or delivery of information; (2) any loss or damage arising from any event beyond the Company’s reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labour dispute, accident, the action of government, communications, power failure, or equipment or software malfunction or any other cause beyond the Company’s reasonable control (each, a "Force Majeure Event").

Assignment

You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from the Company, including by operation of law or in connection with any change of control. The Company may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.

Survival

Any provision of these Terms which is not inherently deemed void upon termination thereof shall survive any termination or expiration of these Terms.