These Terms and Conditions and any terms incorporated herein by reference (collectively, the “Terms”) apply to your access and use of the proprietary crypto trading platform (the “Platform”) operated by Coinut Canada Ltd. and its affiliates (collectively, “Coinut”, “we”, or “us”) and made available via the website, mobile application and application programming interface provided by Coinut, and the trading and other services provided by Coinut as described in these Terms (collectively, the “Services”).
- Capitalized terms not otherwise defined in these Terms will have the following meaning:
- “Coinut Account” means a user account accessible via the Services where transactional data and other information related to you may be stored by Coinut on your behalf.
- “Crypto Asset” means Bitcoin, Litecoin, Ethereum, Ethereum Classic, Monero, Zcash and such other cryptocurrencies or other similar digital assets that may be available for purchase, sale or trade via the Platform from time to time.
- “Crypto Account” means any Crypto Asset address or account owned, controlled or operated by you that is maintained outside of the Services, and is not owned, controlled or operated by Coinut.
- “Custodial Accounts” means the omnibus custodial accounts in the name of Coinut established with the Custodian in which users’ Crypto Assets are held.
- “Custodian” means Coinbase Custody Trust Company, LLC or such other licensed custodial services provider that may be selected by Coinut from time to time.
- “External Account” means any Financial Account or Crypto Account: (i) from which you may load Funds on to the Platform, and (ii) to which you may transfer Funds from the Platform.
- “Fiat” means Canadian Dollars and United States Dollars, which may be used in connection with a purchase or sale of Crypto Assets via the Services and does not include any Crypto Asset.
- “Financial Account” means any financial account of which you are the beneficial owner that is maintained by a third party outside of the Services, including, but not limited to third-party payment service accounts or accounts maintained by third party financial institutions.
- “Funds” means Crypto Assets and/or Fiat.
- To be eligible to use the Services, you must be: (i) at least 18 years old; (ii) reside in Ontario or any country other than Canada (excluding Ontario), the United States of America or Singapore; and (iii) have the legal capacity to open and administer a Crypto Account. To register for a Coinut Account and use the Services through a separate 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; (ii) you are duly authorized by such legal entity to act on its behalf; and (iii) such entity or its owners (and any affiliate entity) has not been previously suspended or removed from using the Services or any other service or product offered by Coinut or any of its affiliated entities. You understand and agree that use of the Services may have further eligibility requirements that require you to submit additional information about yourself or your business or complete further verification steps prior to your using such Services, or from time to time in order to continue your use of the Services and that failure to comply may preclude your continued use of or access to the Services. For more information about Coinut’s policies relating to providing access to the Services, please refer to Schedule C.
- Your access to the Services does not affect your access to any other marketplace.
- You acknowledge that you have read and understood the risk disclosures outlined in Schedule A, which forms part of your agreement to use the Services. This disclosure is also published on our website and may be amended or updated from time to time. In the event the risk statement is updated, you will be promptly notified through in-app and website notices containing links to the updated risk statement.
- Details about the Services, the features of your accounts, how they operate and our responsibilities to you are included in Schedule B. This disclosure is also published on our website and may be amended or updated from time to time. You acknowledge that you have read and understood such relationship disclosure. In the event this relationship disclosure is updated, you will be promptly notified through in-app and website notices containing links to the updated relationship disclosure.
- Details about how our marketplace operates is included in Schedule C. This disclosure is also published on our website and may be amended from time to time. You acknowledge that you have read and understand such marketplace disclosure. In the event the marketplace disclosure is updated, you will be promptly notified through in-app and website notices containing links to the updated marketplace disclosure.
- Coinut has prepared plain language statements describing each Crypto Asset made available for trading through the Services (the “Crypto Asset Statements”). The Crypto Asset Statements are published on our website and may be amended from time to time. You acknowledge that you have read and understand the Crypto Asset Statements. In the event that a Crypto Asset Statement is updated or a new Crypto Asset Statement is uploaded to our website, you will be promptly notified through in-app and website notices containing links to the updated Crypto Asset statement.
- In order to use the Services, you must create a Coinut Account and provide any requested information. When you create a Coinut Account, you agree to: (a) not register more than one Coinut Account unless prior permission has been obtained; (b) create a strong password that you do not use for any other website or online service; (c) provide accurate and truthful information; (d) maintain and promptly update your Coinut Account information; (e) maintain the security of your Coinut Account by protecting your password and restricting access to your Coinut Account; (f) promptly notify us if you discover or otherwise suspect any security breaches related to your Coinut Account; and (g) take responsibility for all activities that occur under your Coinut Account and accept all risks of any authorized or unauthorized access to your Coinut Account, to the maximum extent permitted by law.
Regulatory Status of Coinut
- Coinut has been registered as a restricted dealer in Ontario subject to specified terms and conditions that are the subject of a specific order and as such may not be subject to all requirements otherwise applicable to an investment dealer and IIROC member, including those that apply to marketplaces and to trading on marketplaces.
- Coinut is not a member of the Canadian Investor Protection Fund. Crypto contracts and Crypto Assets purchased and held in an account with Coinut are not protected by the Canadian Investor Protection Fund, the Canadian Deposit Insurance Corporation or any other investor protection insurance program.
Funding and Withdrawing
- In order to complete an order or trade via the Services, you must first load Funds to the Platform using one of the approved External Accounts identified via the Services. You may be required to verify that you control the External Account that you use to load Funds to the Platform. You may be charged fees by the External Account. Coinut is not responsible for any External Account 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 funding transaction will depend in part upon the performance of third parties responsible for maintaining the applicable External Account, and Coinut provides no guarantee regarding the amount of time it may take to load Funds to the Platform. Be advised that Funds credited to your Coinut account are exclusively for the purchase of Crypto Assets or withdrawal to your approved External Account. Proceeds from the sale of Crypto Assets will be credited to your Coinut Account, less any transactional or other fees.
- When you request that we load Funds to the Platform from your External Account or request that we transfer Funds to your External Account from the Platform, you authorize Coinut to execute such transaction via the Services and charge you any applicable fees (as identified in the fee schedule published on our website, as amended from time to time (the "Fee Schedule"), which is included in Schedule E and is incorporated herein by reference).
- In some cases, the External Account may reject your Funds or may otherwise be unavailable to receive your Funds. You agree that you will not hold Coinut liable for any damages resulting from such rejected transactions.
- You agree that it is your sole responsibility to provide us with accurate withdrawal details (i.e., withdrawing address) when withdrawing Crypto Assets from your Coinut Account. You agree that Coinut shall not be held liable for any claims, losses or damages which may arise as a result of your failure to receive the Crypto Assets which you have attempted to withdraw, due to your provision of any incorrect and/or outdated withdrawal details. Further to the above, you agree that it is your sole responsibility to ensure that any deposit and/or transactions of Crypto Assets which you have made to Coinut shall be accurate, well-formatted and denominated in the correct Crypto Asset. You agree that Coinut shall not be held liable for any claims, losses or damages arising as a result of any incorrect deposit and/or transactional details.
- You are solely responsible for all the Crypto Asset trading decisions you make. You authorize us to facilitate the process of your purchasing, storing, and selling of Crypto Assets. We are authorized to open or close your Coinut Account, cancel or correct orders, direct transfers of Crypto Assets and take such other steps as are reasonable to carry out your directions, including the disclosure of your personal information and transaction data.
- When you submit a new order via the Services, you authorize Coinut to execute a transaction in accordance with such order on a spot basis and charge you any applicable fees (as identified in the Fee Schedule). The transactions executed by Coinut are between you and Coinut and provide you with a contractual right or claim to a Crypto Asset or fiat currency stored on your behalf by Coinut.
- In the event the Fee Schedule is updated, you will be promptly notified through in-app and website notices containing links to the updated Fee Schedule. All orders confirmed by you are deemed final and are non-reversible by you; provided, however, that we may, in our sole discretion, cancel, amend or correct a completed trade in accordance with the policies related thereto disclosed in Schedule C
- We will not be responsible for losses incurred by mistyped or erroneous orders. Notwithstanding the foregoing, in the event we determine, at our sole discretion, that as the result of a technical issue an executed Order did not reflect the fair market value for the applicable Crypto Asset, provided we have the ability to do so, we may cancel, amend or correct such order.
- You agree and understand that we reserve the right to cancel any order or part of an order if such order was placed or remains open during scheduled or unscheduled downtime, violates the Terms or is “non-marketable”. [For our purposes, non-marketable means a buy order where the limit price is below the asking price or a sell order where the limit price is above the bid price. We may reject a non-marketable order in the event that an area of the Services is suffering from technical difficulties which could result in the non-marketable order contributing to the technical difficulty. In addition, we may cancel a non-marketable booked order if it remains unfilled in our order book for 90 days.]
- We have the right to determine, at our sole discretion, whether or not to accept any order or instruction for your Coinut Account. We are not responsible for any losses incurred as a result of our decision to cancel an order or any part of an order or refuse to execute an order placed by you.
- You acknowledge and agree that no communication or information provided to you by Coinut shall be considered or construed as investment advice.
- Once your trade has been executed, a confirmation will be electronically made available via the Services detailing the particulars of the trade. You acknowledge and agree that the failure of the Services to provide such confirmation shall not prejudice or invalidate the terms of such trade.
- If you select a market trade, Coinut will attempt, on a commercially reasonable basis, to execute the trade on or close to the prevailing market exchange rate, as defined via the Services. You acknowledge and agree that the exchange rate information made available via our Services may differ from prevailing exchange rates made available via other sources outside of the Services.
- During periods of high volume, illiquidity or volatility in the marketplace for any Crypto Assets or Fiat, the actual market rate at which a market order or trade is executed may be different from the prevailing rate indicated via the Services at the time of your order or trade. You understand that we are not liable for any such price fluctuations. In the event of a market disruption or Force Majeure Event (as hereinafter defined), Coinut may do one or more of the following: (i) suspend access to the Services; or (ii) prevent you from completing any actions via the Services, including closing any open positions. Following any such event, when trading resumes, you acknowledge that prevailing market rates may differ significantly from the rates available prior to such event.
- Coinut shall be entitled at its sole and absolute discretion to suspend trading through the Services in the event of any market disruption or any other relevant event which may disrupt the orderly operation of the Services. In the event of such suspension of trading, you agree that Coinut shall not be held liable for any claims, losses or damages arising as a result of any such suspension of trading.
- 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 Coinut is not responsible for determining whether taxes apply to your trades or for collecting, reporting, withholding or remitting any taxes arising from any trades.
- Purchased Crypto Assets which are not withdrawn to your Crypto Account are held in Coinut’s omnibus custodial account with the Custodian. The Custodian uses an offline “cold storage” system to hold the majority of your purchased Crypto Assets; only a limited portion is held in Coinut’s online “hot wallet”. The Custodian records the Crypto Assets beneficially owned by clients of Coinut as separate and apart from any other assets held by the Custodian.
- Coinut will record your purchased Crypto Assets in its books as separate and apart from anyone else’s Crypto Assets and from Coinut’s own property. Our records will at all times provide for the separate identification of the Crypto Assets owned by our clients. Neither Coinut nor the Custodian shall be entitled to loan, hypothecate, pledge, or otherwise encumber any of your Crypto Assets. Neither Coinut nor the Custodian shall be entitled to use your Crypto Assets for its own account.
- You agree to pay Coinut the fees for deposits, withdrawals and trades completed via our Services ("Fees") as identified in the Fee Schedule, which we may change from time to time. Changes to the Fee Schedule are effective as of the effective date indicated in the posting of the revised Fee Schedule to the Services and will apply to any trades that take place following the effective date of such revised Fee Schedule.
- In addition to the Fees, your External Account may impose fees in connection with your use of your designated External Account via the Services. Any fees imposed by your External Account provider will not be reflected on the transaction screens containing information regarding applicable Fees. You are solely responsible for paying any fees imposed by an External Account provider.
- You authorize us, or any of our designated payment processors, to charge or deduct from your Funds any applicable Fees owed in connection with trades you complete via the Services.
- You acknowledge that Coinut has sole discretion as to whether it will facilitate the holding and trading of a new asset created through a Hard Fork of a Crypto Asset network (“Forked Assets”), subject to certain restrictions that may be put in place by service providers to Coinut (such as the Custodian). A “Hard Fork” is a permanent divergence in the blockchain, commonly occurring when non-upgraded nodes cannot validate blocks created by upgraded nodes that follow newer consensus rules. If you wish to claim a Forked Asset, Coinut recommends you withdraw such Crypto Asset from the Services before the Hard Fork is implemented. You further agree that Coinut has no obligation to provide you with notices or alerts regarding upcoming Hard Forks.
- 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, 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 or sub-delegate or otherwise allow another person to trade using your access to the Platform;
- not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services;
- 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;
- use the Services to take advantage of or profit from any technical glitch, malfunction, failure, delay, default or security breach;
- use any automated means to purchase or sell Crypto Assets or otherwise use the Services;
- impersonate another person;
- violate the Terms;
- undertake any trading activity that could be considered to constitute a manipulative or deceptive practice;
- violate any market misconduct prohibitions pursuant to applicable securities laws and criminal laws;
- engage in an action or communication that creates a misleading impression of the market price for a Crypto Asset, which includes trading back and forth with another party, knowing that the reason you are trading back and forth is to drive the price of a Crypto Asset up or down;
- place orders if you do not intend to trade;
- commit fraud;
- collude with others to help them commit fraud; or
- act on information, or tip another person off, or recommend another person trade on information that is not yet generally disclosed to the general public.
- You consent to our monitoring and supervising your trading activity to determine whether it is in breach of securities laws or our trading requirements identified in Section 34. You agree that Coinut may share anonymized data relating to such trading activity with third-party service providers in order to make such determinations. You acknowledge that Coinut will be responsible for monitoring and supervising your trading activity and that no securities regulatory authorities will be monitoring or supervising your trading activity (unless in connection with Section 35(d) below). If your activity appears, after investigation, to be in breach of securities laws or our trading requirements identified in Section 34, we may:
- withdraw your right to make any further trades on the Platform;
- require you to liquidate your Crypto Asset holdings on the Platform in an orderly fashion, including requiring that all your subsequent proposed sell trades receive our prior approval;
- when all Crypto Assets have been sold, require that you provide us with wire transfer instructions so that we can return your funds and close your account; and
- report what we know about your trading activity to relevant securities and law enforcement authorities.
- We grant you a limited, non-exclusive, non-transferable licence, subject to the Terms, to access and use the Services and all related content, materials and information (collectively, the “Content”) solely for approved purposes as permitted by Coinut from time to time, and solely for your own personal use and not on behalf of any third party. Any other use of the Services or Content is expressly prohibited and all other right, title and interest in the Services and Content is exclusively the property of Coinut.
- 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 Third-Party 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.
Waiver; Limitation of Liability
- You acknowledge that buying and selling Crypto Assets is risky. You should only purchase Crypto Assets if you can afford to lose the entire amount of your purchase. You acknowledge the risk that the value of the Crypto Assets you hold could decrease to nil. You further acknowledge that there is a risk of malicious cyberattacks against the Services, which may result in the loss or theft of your Funds. You acknowledge that there is a risk of malicious cyberattacks against the Custodian which may result in the loss or theft of your Funds. You acknowledge that you have read and understand the risk disclosures outlined in Schedule A, which forms part of or your agreement to use the Services.
- Any up-to-date market information, including quotes or charts that we provide you is provided ‘as is’ and ‘where is’ without representations or warranties of any kind, and may contain typographical errors, be incomplete or inaccurate. While we may correct any such errors, missing information or inaccuracies, we are under no obligation to do so.
- We make no representation or warranty as to the ongoing availability of the Services. Although we strive to provide uninterrupted Services, we do not guarantee the absence of interruptions. Outages and downtime may occur for a variety of reasons.
- THE SERVICES AND CRYPTO ASSETS PURCHASED VIA THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COINUT CANNOT AND DOES NOT GUARANTEE, AND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING: (I) ANY WARRANTY OF MERCHANTABILITY; (II) FITNESS FOR A PARTICULAR PURPOSE; (III) NON-INFRINGEMENT; (IV) THAT THE SERVICES OR ANY CRYPTO ASSETS PURCHASED VIA THE SERVICES WILL MEET YOUR REQUIREMENTS; (V) THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; AND (VI) THAT ANY DEFECTS WITH THE SERVICES, IF ANY, WILL BE CORRECTED. YOU UNDERSTAND THAT ANY USE OF, MODIFICATION TO OR RELIANCE ON THE SERVICES, OR ANY CRYPTO ASSETS PURCHASED VIA THE SERVICES, IS AT YOUR OWN DISCRETION AND RISK.
- You expressly acknowledge and agree that we will have no liability or responsibility whatsoever for any direct, indirect, special, punitive or consequential damages or loss however caused, arising out of your use of the Services, including, but not limited to: (i) losses resulting from fraudulent or unauthorized transactions; (ii) losses related to the installation, use or maintenance of personal computer, equipment, software, or caused by any worms, bugs, viruses, trojan horses, date bombs, defects, time bombs or other items of a destructive nature which may be transmitted to or using the Services; (iii) any third-party claims or losses of any nature, including lost profits, punitive or consequential damages; (iv) losses related to any errors, mistakes, inaccuracies or omissions in the Services; (v) losses relating in any way to, including errors in the reporting of, your taxes; (vi) losses relating in any way to a variation in an order; or (vii) losses as resulting from scheduled or unscheduled outages or disruptions that delay or prevent orders or the use of the Services generally.
- We are not responsible or liable for any damages or loss resulting from causes outside our 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 labour problems, wars, disease, epidemic, pandemic, governmental restrictions or for any loss of information caused by disruptions in or malfunctions of the Services.
- You agree to indemnify and hold harmless Coinut and its respective directors, officers, employees, agents, representatives, shareholders, successors and permitted assigns against any and all losses, damages, claims and liabilities (including reasonable legal fees) which may arise from your use of the Services (collectively the “Liabilities” and each a “Liability”). Without limiting the foregoing, this shall include: (a) any violation by you of the Terms; (b) any violation by you of a third party right; (c) any breach of a representation or warranty made by you to us, either in the Terms or otherwise; (d) any breach by you of applicable laws, regulations, by-laws, rules, policies and customs (collectively, “Applicable Rules and Regulations”); (e) any claim for damages brought against us by any financial institution, related to your non-compliance with the Terms; or (g) any and all expenses incurred by us in connection with exercising any right pursuant to this Section 44. If you fail to pay any Liability or if you fail to comply with any other requirement contained in the Terms, then, in addition to any other right or remedy to which Coinut is entitled, we may at any time and from time to time, without notice or demand to you, apply some or all of your Funds to eliminate or reduce the Liability or other amount, as the case may be. You shall remain liable to Coinut for any deficiency remaining following the exercise by us of any or all of our rights under Section 44 and agree that the rights which we are entitled to exercise are reasonable and necessary for Coinut’s protection.
Termination; Suspension of Coinut Account
- We may at any time, in our sole discretion and without notice or liability to you, alter, amend, restrict, modify or terminate the Services or any functionality or portion of the Services. You understand that there is no guarantee that the Services or any portion or functionality of them will continue to operate or be available for any particular period of time. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Services at any time without notice but confirm that we have no duty to do so.
- We have the right, in our sole discretion and without notice or liability to you, to modify, suspend or cancel any outstanding transaction and/or modify, suspend or deactivate your Coinut Account for any reason, including if you breach any provision of the Terms or if we suspect your Coinut Account has been accessed via unauthorized means. We expressly exclude any liability for the losses and/or profits you would have realized as a result of any modification, suspension or cancellation of your transactions or your suspension from trading on Coinut and you agree to fully indemnify Coinut against any third party action resulting from your conduct or any modification, suspension or cancellation of your transactions by Coinut pursuant to this Section 46. You may also deactivate your Coinut Account by providing us notice.
- Your account balance must be zero upon the closing of your Coinut Account for any reason. If there are Funds credited to your Coinut Account at the time of suspension, termination or deactivation, we may require you to provide us with a wallet address to which we will transfer your Crypto Assets. Certain fees for the transfer may be applied.
- Governing Law. The Terms shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any legal suit, action or proceeding arising out of or relating to the Terms shall be instituted in the courts of Toronto, Ontario and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding.
- Electronic Delivery of Information. Any alerts, notices, trade confirmations or communications relating to your Coinut Account will be provided electronically, either via the Services or to the email address you provide to us.
- Amendments. We may amend the Terms at any time on notice to you. If you do not agree to the amendment, you may close your Coinut Account. By continuing to use your Coinut Account, you are deemed to agree to the amendment.
- Assignment. You will not assign your rights or obligations hereunder to any third party without our prior written consent; provided however, that no assignment may relieve you of any of your obligations hereunder. Any attempted assignment, transfer or other conveyance in violation of the foregoing will be void. We may assign any rights or obligation under the Terms to any affiliate or third party without your consent. The Terms are binding upon and will enure to the benefit of each of the parties, and each of their permitted successors and permitted assignees.
- Headings. The headings in the Terms are for reference only and do not affect the interpretation of the Terms.
- Severability. If any term or provision hereof is held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will only apply to such provision. The validity of the rest of the Terms will not be affected. The Terms will continue to be carried out as if such invalid or unenforceable provision were not in the Terms. If any Applicable Rules and Regulations are enacted, made, amended or otherwise changed with the result that any term or condition hereof is, in whole or in part, invalid, then such term or condition will be deemed to be varied or superseded to the extent necessary to give effect to such Applicable Rules and Regulations.
- Survival. The Terms will survive and remain in effect notwithstanding any incidental, temporary or intermittent closing out, reopening or renumbering of your Coinut Account.
- Entire Agreement. The Terms will be read in conjunction with any other agreements between you and Coinut in connection with your Coinut Account, provided that, to the extent necessary, the terms and provisions hereof shall supersede the terms and provisions of all other agreements with Coinut, whether or not referred to herein, except that the Terms in no way limit or restrict any other rights which Coinut may have under any other agreement with you.
- No Waiver. No waiver by either party of any of the provisions hereof is effective unless explicitly set forth in writing. No waiver by either party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different nature, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
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