SPENDTHEBITS INC. USER AGREEMENT
This agreement is made between SpendTheBits Inc. (“SpendTheBits”), and you (“You”, “Your” and other similar words). Your access to and use of the SpendTheBits Wallet is governed solely by the terms of this Agreement which supersedes and replaces the terms of any other prior agreement, writing or understanding between You and SpendTheBits. “You” includes all your heirs, trustees, administrators and other legal representatives.
SpendTheBits carries on the business of providing users the ability to send bitcoin or other Virtual Currency (as defined below) onto the mobile wallet application (the “App”), and use the Wallet (as defined below) located in the App to store their Virtual Currency, to send their Virtual Currency to friends and family and to buy goods and services with their Virtual Currency, all while enjoying cheaper and faster transactions as a result of the use of the XRP ledger (“SpendTheBits Solution”).
SpendTheBits reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Software and the SpendTheBits Solution at any time, effective upon posting of an updated version of this Agreement. Your continued use of the SpendTheBits Solution following notice of such change means that you agree to and accept the Agreement as amended. If you do not agree to any modification of this Agreement, you must immediately stop using the Software and the SpendTheBits Solution and notify us that you are terminating this Agreement.
TERMS AND CONDITIONS
1. DEFINITIONS. As used in this Agreement:
- “Applicable Laws” means all laws, regulations and codes applicable to SpendTheBits and You.
- “Confidential Information” means all information regarding SpendTheBits’s business, including, without limitation, the SpendTheBits Solution, the Wallet, the App and any software and other confidential or proprietary information disclosed under this Agreement.
- “Email Address” means a single valid email address provided by You.
- “Fork” means a change to the underlying protocol of a Virtual Currency network that results in more than one version of a Virtual Currency, the result of which may be one or more versions that are not supported by SpendTheBits.
- “Personal Information” means information about an identifiable individual, including You, that is collected, used and disclosed in the course of delivering the SpendTheBits Solution.
- “Services” means the services provided by SpendTheBits to You.
- “Software” means the online software used to provide the SpendTheBits Solution and Wallet and delivered by SPENDTHEBITS to You, as made available by SpendTheBits from time-to-time.
- “SpendTheBits Parties” means SpendTheBits and its officers, directors, agents, subsidiaries, suppliers and employees.
- “User” means any user of the Software, including You.
- “User System” means the technology, including hardware and software used by You to receive or access the Software.
- “Virtual Currency” and “Virtual Currencies” means a cryptocurrency, digital currency, digital asset, cryptoasset or other such similar term describing, for example, Bitcoin or Ether but does not include a derivative of a virtual currency, or a security, as defined under applicable law.
- “Wallet” means the wallet software published by SpendTheBits Inc., consisting of software that permits you to self-custody Virtual Currency, organise network addresses, view transaction history and transact in Virtual Currencies as contemplated in this Agreement.
- “Your Data” means any data, information or information submitted by You and includes, without limitation, Personal Information.
- License to the Software. Subject to You complying with each term of this Agreement, SpendTheBits hereby grants to You a limited, revocable, personal, non-sub-licensable, non- transferable, non-exclusive right to access and use the Software to access the SpendTheBits Solution in accordance with this Agreement solely for personal reasons and not for resale or to provide services to third parties.
- No Sharing. Your access to the Software cannot be shared with anyone. You will maintain a single user account represented by Your Email Address on the App. You will only use the Software and access the SpendTheBits Solution under this single identity and will not share Your password or PIN with any other person or permit another person to interact with the Software using Your account information, PIN or password.
- Software. SpendTheBits shall use commercially reasonable efforts to (a) maintain the security of the Software; and (b) make the Software available in accordance with this Agreement. The Software will be unavailable from time to time for regularly scheduled and other maintenance and updates. SpendTheBits does not guarantee any uptime, speed or availability of the Software or the SpendTheBits Solution to You and Specifically denies any responsibility or liability for any loss, damages or claim arising out of, or related to, any unavailability or speed of the software (or part thereof) at any time. SPENDTHEBITS may change, suspend or discontinue any aspect of the SpendTheBits Solution or Software at any time without notice or liability. Further, You acknowledge and agree that SPENDTHEBITS’s activities under this agreement are limited only to providing technology to facilitate the SpendTheBits Solution and agree that SPENDTHEBITS only provides the Software, and the Software operates from within Canada. SpendTheBits does not facilitate Virtual Currency exchange or trading services and has no control over who You choose to send your Virtual Currency to and what You choose to spend your Virtual Currency on.
3. YOUR USE OF THE SOFTWARE
Access and Security Guidelines. You will use Your real name and Your own valid Email Address and create Your own 4 digit personal identification number (PIN) and password to use in association with Your Email Address for access to and use of the Software and the SpendTheBits Solution. The SpendTheBits Solution automatically enables two-factor authentication by default. Once the onboarding process is complete and the PIN is finalized, You will have the option of logging in either via the PIN or biometric authentication, which is automatically enabled upon successful onboarding. We do not store any biometric information on our servers, that information is entirely stored on Your User System. You are solely responsible for ensuring the security and confidentiality of Your PIN. You shall not share your PIN with anyone at any time. You will prevent unauthorized access to or use of the Software or the SpendTheBits Solution and notify SPENDTHEBITS promptly of any such unauthorized use. You are responsible for the use of the Software and the SpendTheBits
Solution by You or any other person using Your PIN. You shall ensure that the User System is secure and uses an up-to-date commercially available anti-virus and security software. SPENDTHEBITS has no responsibility whatsoever for any User System. You will not use Your access to the SpendTheBits Solution to: (a) harvest, collect, gather or assemble information or data regarding the SpendTheBits Solution or information or data of other SpendTheBits users without their consent; (b) access, modify or copy any data or information of the SpendTheBits Solution or other SpendTheBits users without their consent; (c) knowingly interfere with or disrupt the integrity or performance of the SpendTheBits Solution or the data contained therein; or (d) harass or interfere with another of user’s use and enjoyment of the SpendTheBits Solution. You will, at all times, comply with all local, provincial/territorial and federal laws of Canada when using the Software and accessing the SpendTheBits Solution. SpendTheBits makes no representations that the Software or SpendTheBits Solution is appropriate, legal or available for use in other jurisdictions. Those who access or use the Software and SpendTheBits Solution from other jurisdictions do so at their own volition and risk, and are responsible for compliance with all applicable law (local, domestic and international).
- Your Data. You are solely responsible for Your Data that you provide and You will not provide, post or transmit any data, information, content or material that: (a) infringes, misappropriates or violates any intellectual property rights, publicity/privacy rights or other rights of any third party, or any law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information. SpendTheBits may take any remedial action if Your Data violates this Section 3.2; however, SpendTheBits is under no obligation to review any data, information, content or material on the SpendTheBits Solution for accuracy or potential liability.
- Fees. In consideration of Your use of the SpendTheBits Solution, You agree to pay any and all fees as described in the App and Our website, which fees shall be updated from time to time by Us at our discretion, and published on the App and Our website.
- Use Restrictions. You are responsible for all activities that occur under Your account. You will not, and will not attempt to, do any of the following: (a) reverse engineer, disassemble or decompile any component of the Software or the SpendTheBits Solution; (b) interfere in any manner with the operation of the Software or the SpendTheBits Solution or the hardware and network used to operate the Software; (c) transfer any of your rights under this Agreement, use the Software or access the SpendTheBits Solution for the benefit of a third party or operate a service bureau; (d) modify, copy or make derivative works based on any part of the Software or the SpendTheBits Solution; (e) otherwise use the Software or access the SpendTheBits Solution in any manner that exceeds the scope of use permitted under Section 2.1; (f) use the Software or access the SpendTheBits Solution in any way that is unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; (g) use the Software or access the SpendTheBits Solution in any way that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, provincial, national or international law; (h) use the Software or access the SpendTheBits Solution in any way that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party anywhere in the world; (i) use the Software or access the SpendTheBits Solution in any way that discloses personal information about another person, unless permitted by this Agreement or that impersonates any person or entity or otherwise misrepresents Your affiliation with a person or entity; (j) use the Software or access the SpendTheBits Solution in any way for unsolicited promotions, political campaigning, advertising or solicitations; (k) use the Software or access the SpendTheBits Solution in any way that introduces or spreads viruses, corrupted data or other harmful, disruptive or destructive files in to the Software or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information; or (l) use the Software or access the SpendTheBits Solution in any way that, in the sole judgment of SpendTheBits, is objectionable or which restricts or inhibits any other person from using or enjoying the SpendTheBits Solution or which may expose SpendTheBits or its Users to any harm or liability of any type, or creates or imposes an inappropriate load or creates large bandwidth-consuming transactions on the SpendTheBits Solution.
- No Competitive Use. You may not subscribe for, use or access the Software if You are (or are engaged by) a competitor of SpendTheBits, except with SpendTheBits’s prior written consent. In addition, You may not subscribe for, use or access the Software for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
- Suspension or Cancellation of Your Use. In addition to any other right or remedy that SpendTheBits may have under this Agreement or at law, SpendTheBits may terminate or suspend (partially or completely) Your access and use of the Software without prior notice for any reason, but SpendTheBits will confirm such termination or suspension by subsequent notice to You. You are responsible for any claims, fees, fines, penalties and other liability incurred by us or others caused by your use of the SpendTheBits Solution.
- Content. SpendTheBits does not represent or guarantee the truthfulness, accuracy or reliability of and SpendTheBits takes no responsibility and assumes no liability for any content posted, stored or uploaded by You, any user of the SpendTheBits Solution, or any third party on, in or to the SpendTheBits Solution, or for any loss or damage arising therefrom, nor is SpendTheBits liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity You may encounter. YOUR USE OF THE SpendTheBits SOLUTION IS AT YOUR OWN RISK OF BEING EXPOSED TO SUCH MATERIAL.
4. THE WALLET
- Under no circumstances should You attempt to store Virtual Currencies in Your Wallet that the Wallet does not support.
- When You create a Wallet, the Software generates a cryptographic private and public key pair that you may use to send and receive any supported Virtual Currency via the relevant Virtual Currency network. YOU MUST STORE, OUTSIDE OF THE SERVICES, A BACKUP OF ALL WALLET CREDENTIALS, INCLUDING YOUR PASSPHRASES, IDENTIFIERS, BACKUP PHRASES, PRIVATE KEYS AND NETWORK ADDRESSES. If you do not maintain a backup of your Wallet data outside of the Services, you will not be able to access Virtual Currency previously accessed using your Wallet in the event that we discontinue or no longer offer some or all of the Services or may otherwise lose access to Virtual Currency. Also, in the event you delete the App and reinstall it and you lose your backup data, you will lose your Virtual Currency forever. We are not responsible for maintaining this data on your behalf.
- As the owner of Virtual Currency in your Wallet, you shall bear all risk of loss of such Virtual Currency. SpendTheBits shall not have any liability for fluctuations in the fiat currency value of Virtual Currency held in your Wallet.
- You control the Virtual Currency held in your Wallet. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Virtual Currency by sending it to a different blockchain address controlled by you or a third party. In the event you wish to transfer Virtual Currency into the Wallet, you may be prompted to set up a backup phrase in order to do so.
- In order to be completed, any Virtual Currency transaction created with the Wallet must be confirmed and recorded in the Virtual Currency ledger associated with the relevant Virtual Currency network. Such networks are decentralised, peer-to-peer networks supported by independent third parties, which are not owned, controlled or operated by SpendTheBits.
- SpendTheBits has no control over any Virtual Currency network and therefore cannot and does not ensure that any transaction details you submit via our Services will be confirmed on the relevant Virtual Currency network. The transaction details you submit via our Services may not be completed, or may be substantially delayed, by the Virtual Currency network used to process the transaction. We do not guarantee that the Wallet can transfer title or right in any Virtual Currency or make any warranties whatsoever with regard to title.
- Once transaction details have been submitted to a Virtual Currency network, we cannot assist you to cancel or otherwise modify your transaction or transaction details. SpendTheBits has no control over any Virtual Currency network and does not have the ability to facilitate any cancellation or modification requests.
- In the event of a Fork or other network disruption, SpendTheBits may not be able to support activity related to your Virtual Currency. In the event of a Fork, the transactions may not be completed, completed partially, incorrectly completed, or substantially delayed. SpendTheBits is not responsible for any loss incurred by you caused in whole or in part, directly or indirectly, by a Fork or other network disruption.
- With respect to the Wallet, SpendTheBits does not receive or store your PIN, nor any keys, network addresses or transaction history. We cannot assist you with PIN retrieval. You are solely responsible for remembering, storing and keeping secret your PIN. Any Virtual Currency you have associated with such Wallet may become inaccessible if you do not know or keep secret your PIN. Any third party with knowledge of one or more of your credentials (including, without limitation, a backup phrase, wallet identifier or password) can dispose of Virtual Currency in your Wallet
- When you create a Wallet, you must: (a) create a strong password that you do not use for any other website or online service; (b) provide accurate and truthful information;
- (c) protect and keep secret all credentials for the Wallet; (d) protect and keep secret your PIN; (e) protect access to your device and your Wallet; (f) promptly notify us if you discover or otherwise suspect any security breaches related to your Wallet; and (g) use the backup functionality provided through the Wallet and safeguard your backup files. You agree to take responsibility for all activities that occur with your Wallet and accept all risks of any authorised or unauthorised access to your Wallet, to the maximum extent permitted by law.
5. YOUR WARRANTIES AND PROMISES TO SPENDTHEBITS
- Your Warranties. You hereby represent and warrant to SpendTheBits now and at all times during your access and use of the Software and the SpendTheBits Solution, and SpendTheBits is relying on Your representations and warranties in allowing You to use and access the Software and the SpendTheBits Solution, that: (i) you are a resident of a jurisdiction in which the Software and the SpendTheBits Solution, and your use of the Software and the SpendTheBits Solution is not contrary to Applicable Laws; (ii) any information that You provide at any time to SpendTheBits is true, accurate, and complete; (iii) You have all necessary rights to provide any of Your Data, or any other information, data, materials or content to SpendTheBits for the purposes described in this Agreement and (iv) You agree to hold SpendTheBits’s Confidential Information in strict confidence and not to use such Confidential Information for any purpose except as expressly permitted hereunder.
- Security Vulnerability. In order to maintain the Software as secure as possible, You must not disclose any security vulnerability to any person except SpendTheBits. Immediately upon discovering any issue or problem that may be pose a risk to the security or use of the SpendTheBits Solution or to Your Data (or any data of any other user of the Software), you must notify us by contacting [email protected]
- SpendTheBits Solution and Technology. SpendTheBits exclusively owns and retains all right, title and interest in and to the Software, the Wallet and the SpendTheBits Solution and all software, materials, formats, interfaces, information, text, data, graphics, images, video, logos, icons, audio, content, computer code, SpendTheBits’s Confidential Information, and SpendTheBits proprietary information and technology used by SpendTheBits or provided to You in connection with the SpendTheBits Solution and any compilation thereof (the “SpendTheBits Technology”). “SpendTheBits Inc.,” the SpendTheBits logo, and other SpendTheBits logos and product and service names are or may be trademarks of SpendTheBits (the “SpendTheBits Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use the SpendTheBits Marks, whether or not registered, in any manner. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original SpendTheBits Technology on any copy you make of the SpendTheBits Technology. The SpendTheBits Technology is protected by intellectual property rights under the laws of Canada and other countries, including copyright and trademark laws and are owned by or licensed to SpendTheBits. Other than as expressly licensed to You in this Agreement, no license or other rights in the SpendTheBits Technology are granted to the You, and all such rights are hereby expressly reserved by SpendTheBits. SpendTheBits shall have a royalty- free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Software any suggestions, enhancement requests, recommendations or other feedback provided by You, relating to the Software.
- Your Data. You retain all ownership in and to Your Data, including Data that is Personal Information. You grant to SpendTheBits all necessary licenses in and to Your Data as necessary for SpendTheBits,
7. TERM AND TERMINATION
- Term. The term of this Agreement will commence on the date you sign up for the Software or begin to use the App and the SpendTheBits Solution and continues until terminated in accordance with the provisions of this Agreement.
- Termination. You may cease using the Software at any time. SpendTheBits may cease providing You the Software (or any portion of it) at any time without notice. SpendTheBits may terminate this Agreement immediately, and at any time, if You violate your obligations under this Agreement. Upon the termination of this Agreement for any reason, (a) the license granted to SpendTheBits in respect of Your Data survives for so long as SpendTheBits is required by law to retain such information; (b) SpendTheBits will cease providing and You will cease using the Software; and (c) SpendTheBits will be entitled to retain and use Your Data in accordance with the terms of this Agreement, subject always to the laws of the Province of Alberta and applicable laws of Canada therein. The rights and duties of the parties under Sections 3.7, 4, 6, 7.2, 8, 9, 10, and 11 will survive the termination or expiration of this Agreement.
8. WARRANTY DISCLAIMER
- Warranty Disclaimed. SpendTheBits makes no warranty concerning the SpendTheBits Solution or Software. ACCORDINGLY, THE SOFTWARE, THE SPENDTHEBITS SOLUTION AND ALL OTHER DATA OR MATERIALS PROVIDED IN CONNECTION WITH THIS AGREEMENT BY SPENDTHEBITS AND ITS SUPPLIERS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. SPENDTHEBITS AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON- INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SPENDTHEBITS DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, ACCURATE, TIMELY, UNINTERRUPTED, COMPLETELY SECURE, OR VIRUS- FREE.
- THE SOFTWARE PERMITS YOU TO LINK TO OTHER WEBSITES OR RESOURCES ON THE INTERNET, AND OTHER WEBSITES OR RESOURCES MAY CONTAIN LINKS TO SPENDTHEBITS’S WEBSITES. THESE OTHER WEBSITES ARE NOT UNDER SPENDTHEBITS’S CONTROL. YOU ACKNOWLEDGE THAT SPENDTHEBITS IS NOT RESPONSIBLE OR LIABLE FOR THE CONTENT, FUNCTIONS, ACCURACY, LEGALITY, APPROPRIATENESS OR ANY OTHER ASPECT OF SUCH WEBSITES OR RESOURCES. THE INCLUSION OF ANY SUCH LINK DOES NOT IMPLY ENDORSEMENT BY SPENDTHEBITS OR ANY ASSOCIATION WITH ITS OPERATORS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT SPENDTHEBITS SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH WEBSITE OR RESOURCE.
- By You. If any claim, action or demand is instituted against SpendTheBits Parties (a) arising out of or relating to your use of the SpendTheBits Solution, the App, the Wallet or Software (including, without limitation, any claims relating to any violation by you of any law, regulation or order (local, domestic or foreign) in relation to the use of the Software or App or through the SpendTheBits Solution); or (b) alleging that Your Data, or the use of Your Data pursuant to this Agreement, infringes, violates or misappropriates any intellectual property rights or other right of a third party or otherwise causes harm to a third party, You will indemnify, defend and hold harmless SpendTheBits Parties from such action at Your own expense on behalf of SpendTheBits Parties and shall pay all damages, fees, fines, costs or other amounts attributable to such claim, action or demand. You shall have no obligation under this Section for any claim or action that arises solely and directly out of a material breach of this Agreement by SpendTheBits.
- Conditions. You may settle or compromise a claim without SpendTheBits’s prior approval of any such settlement or compromise only if (A) such settlement involves no finding or admission of any breach by SpendTheBits of any obligation to You or any third party, (B) such settlement has no effect on any defense that SpendTheBits may assert in any such claim, and (C) such settlement does not impose any condition or obligation on SpendTheBits of any kind (including, without limitation, any financial obligation). Upon Your assumption of the defense of such claim, SpendTheBits will cooperate with You in such defense, at Your expense, except to the extent that SpendTheBits has any adverse or different interest than You.
10. LIMITATION OF LIABILITY
SPENDTHEBITS’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT (UNDER ANY LEGAL THEORY INCLUDING CLAIMS IN CONTRACT OR TORT), THE SOFTWARE AND THE SPENDTHEBITS SOLUTION, WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO SPENDTHEBITS, IF ANY, BY YOU IN THE SIX MONTH PERIOD IMMEDIATELY PRECEDING YOUR FORMAL WRITTEN NOTICE OF THE CLAIM FOR LIABILITY HEREUNDER. ALL CLAIMS THAT YOU MAY HAVE AGAINST SPENDTHEBITS WILL BE AGGREGATED TO SATISFY THIS LIMIT AND MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. IN NO EVENT WILL SPENDTHEBITS BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (UNDER ANY LEGAL THEORY INCLUDING CLAIMS IN CONTRACT OR TORT), INCLUDING, BUT NOT LIMITED TO, INTERRUPTED COMMUNICATIONS, LOST DATA OR LOST PROFITS, AND DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF USE OF ANY INFORMATION OR DATA OR OF THE SPENDTHEBITS SOLUTION, APP OR SOFTWARE, EVEN IF SPENDTHEBITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
11. GENERAL PROVISIONS
- Express Consent. By entering into this Agreement, You expressly consent to receiving electronic messages (emails, text messages, instant messages or any similar form of message) from SpendTheBits which messages shall provide information related to the SpendTheBits Solution. If You wish to use the SpendTheBits Solution on a mobile device, You further expressly consent to the installation of software (and any updates) required to use the SpendTheBits Solution as an App, including the installation of the Wallet, on mobile devices. You may contact SpendTheBits at the address, phone number and email located below in order to cancel Your consent to receive electronic messages and/or software updates at any time.
- Publicity. SpendTheBits may make public announcements, including but not limited to, press releases and media announcements, of the existence of this Agreement, the SpendTheBits Solution and the Software.
- Assignment. You may not assign any rights or obligations arising under this Agreement, whether by operation or law or otherwise, without the prior written consent of SpendTheBits. You agree that SpendTheBits may subcontract certain aspects of the SpendTheBits Solution to qualified third parties, provided that any such subcontracting arrangement will not relieve SpendTheBits of any of its obligations hereunder. Subject to the foregoing limitation, this Agreement shall inure to the benefit of and shall be binding on the heirs, legal representatives, successors and assignees of the parties.
- Disputes. You agree that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the provincial and federal courts located in Edmonton, Alberta and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this Agreement or Your use of the Software, the App and SpendTheBits Solution. To the extent permitted by law, You agree that You will not bring a claim under this Agreement more than 12 months from when Your claim first arises.
- Injunctions. Notwithstanding the foregoing, if you breach or threaten to breach any provision of this Agreement You acknowledge that irreparable harm will result to SpendTheBits if You breach any obligation under this Agreement and You acknowledge and agree that such a breach would not be properly compensable by an award of damages. Accordingly, You agree that SpendTheBits shall be entitled to, in addition to other available remedies and damages, injunctive relief or other equitable relief enjoining such breach at the earliest possible date.
- Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the Province of Alberta, Canada without giving effect to conflict of laws principles. Subject to the mandatory arbitration provisions, any action or proceeding arising from or relating to this Agreement must be brought in a court sitting in Alberta, Canada, except for applications for injunctive relief by SpendTheBits which SpendTheBits may bring in any jurisdiction. You hereby irrevocably submit to the jurisdiction and venue of such court in any such action or proceeding.
- Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, AND SUBJECT TO THE MANDATORY ARBITRATION PROVISION, YOU ACKNOWLEDGE, AGREE AND UNDERSTAND THAT, WITH RESPECT TO ANY DISPUTE WITH SPENDTHEBITS, OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, ARISING OUT OF OR RELATING TO THIS AGREEMENT: YOU HEREBY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY.
- Waiver of Class Action Rights. TO THE EXTENT PERMITTED BY LAW, AND SUBJECT TO THE MANDATORY ARBITRATION PROVISION, YOU ACKNOWLEDGE, AGREE AND UNDERSTAND THAT, WITH RESPECT TO ANY DISPUTE WITH SPENDTHEBITS, OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOU HEREBY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
- Notices. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing to the other party. You may send notices to 5911 56 Ave NW, Edmonton, AB T6B 3E2 and [email protected] and SpendTheBits may send any notice to You at the Email Address. Notices will be deemed to have been given upon the next full business day in the Province of Alberta after being sent.
Severability and Waiver. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing.
Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
- Enurement. All covenants, representatives, warranties and agreements of the parties contained herein will be binding upon and will enure to the benefit of the parties and their respective successors, permitted assigns, legal representatives, heirs and trustees.
- Questions or Additional Comments. If You have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to [email protected]
SpendTheBits isn’t storing any personal information/biometric info (auto-enabled, only stored in your phone).