Effective Date: August 18, 2018

Please read these CatalX Terms of Service carefully.  They govern and dictate all the terms and conditions, including your rights and obligations, for accessing and using any of our services.  

All the terms and conditions provided below are referred to as the “Terms” and they apply to any and all access or use to any services made available by CatalX Exchange Inc. (“CatalX”) using the website www.catalx.io, or any affiliated or partner websites (together, the “Site”) or our mobile applications, or any other related service provided by CatalX (collectively, the “Services”). By accessing or using any Services, you expressly agree to be fully and unequivocably bound by these Terms.

1. MODIFICATION OF TERMS

CatalX may modify these Terms by providing reasonable notice of any such modification, including by sending you an email, or providing notice on our Site. You confirm that you agree to any such modifications as and when made by CatalX. If you do not agree to any modification to the Terms, you must stop using the Services. You are encouraged to review the Terms often to ensure you understand the terms and conditions that apply to your access and use of the Services. If you have any question whatsoever regarding the Terms, the use of the Site, or the Services, please contact our Support Team by sending an email to legal [at] CatalX.io.

2. ELIGIBILITY

2.1. General Requirements

The Services are exclusively for use by users who are 19 years or older and who satisfy the criteria described herein. You represent and warrant that you: (a) are of legal age to form a binding contract (at least 19 years old); (b) have not previously been suspended or removed from using our Services; (c) are not identified as a “politically exposed person” under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act; (d) are not restricted from using our Services by any government entity in Canada or in the United States; and (e) have full power and authority to agree to these Terms.

2.2. Restricted Locations

You may not use the Services if you are located in, or a citizen or resident of any province, state, country, territory or other jurisdiction that is embargoed by Canada or the United States or 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. You also may not use the Services if you are located in, or a citizen or resident of, any other jurisdiction where CatalX has determined, at its sole discretion, to prohibit use of the Services. CatalX may implement controls to restrict access to the Services from any jurisdiction and you will comply with any such controls even if their effectiveness is less than intended or can be bypassed altogether.

2.3. Enterprise User

You will use the Services only for your own benefit and account and not on behalf of, or for any other person or company or third party.  The only exception to this strict requirement is if CatalX has provided you prior, written approval to use the Services for trading on behalf of another person, or company or other legal entity (we will refer to this type of authorized use as an “Enterprise User”).  If you have been approved as an Enterprise User, such approval will be limited only for the persons, companies, or entities which you have designed in writing and have been specified by specific reference in CatalX’s written approval.  If CatalX has provided you prior written approval to use the Services for trading as an Enterprise User, you will use the Services solely for the benefit and account of the specified person(s) and/or Enterprise(s) only. In addition, if you use any Services on behalf of any person or Enterprise, you agree to these Terms on behalf of yourself and on behalf of the person(s) and/or Enterprise(s) as well, and you represent and warrant that you have the authority to bind the person(s) and/or the Enterprise(s) to these Terms and that both you and the person(s) and/or Enterprise(s) will be jointly and severally liable under these Terms.

3. ACCOUNT

3.1. CatalX Account

In order to use any Services, you must create and maintain an account through the Services (“CatalX Account”). To create, use or maintain your CatalX Account, you will be required to provide CatalX with certain information and documentation, including information and documentation for verifying your identity. Among other things, you will: (a) create a personal and secure password; (b) provide complete and accurate information; (c) promptly update any information you have provided so that the information remains constantly complete and accurate at all times; (d) secure access to and use of your CatalX Account by protecting your password from unauthorized access or use; (e) promptly notify CatalX if you discover or suspect any unauthorized access or use of your CatalX Account or of any other potential or actual security breaches related to your CatalX Account or to CatalX in general; and (f) be responsible for all activities that occur by and through your CatalX Account, and accept all risks of any authorized or unauthorized access and/or use of your CatalX Account.

3.2. Enhanced Security

CatalX may at its sole discretion offer enhanced security features for your CatalX Account (including, for example, two-factor authentication or facial recognition sign-in). CatalX encourages, but may or may not require that you use any such enhanced security features. If enhanced security features are offered to you, or required for your account, and you do enable and/or use enhanced security features, it is your responsibility to ensure the security of, and your continuous control over, any device or account that may be associated with the enhanced security features.

3.3. Identity Verification

Depending on the functions that you seek to enable on your account and based on CatalX’s unilateral risk determination, CatalX may, in its sole discretion, require identity verification and other screening procedures for you and/or for transactions associated with your CatalX Account. These verification and screening procedures may include, without limitation, checking the information you provide against list maintained by various Canadian, U.S., or other governmental agencies and bodies, for identification of individuals or business entities that are prohibited from or limited in the types of business activities or transactions allowed with Canadian companies and service providers. You may be required to provide CatalX with personal information, including, but not limited to, your name, address(es), telephone number(s), email address(es), date of birth, social insurance number or other taxpayer identification number, government-issued identification number, copy or photograph of your government-issued identification or other proof, photographic or otherwise, of your identity, and information regarding your bank account(s). You expressly authorize CatalX, directly or through a third party, to make any inquiries CatalX considers necessary to verify your identity and/or protect against fraud, including but not limited to: (a) publicly available identity information (e.g., your name, address, past addresses, credit history, date of birth, etc.); (b) account information associated with any linked bank accounts (e.g., name, address, taxpayer identification numbers, or account balance(s), etc.); and (c) take any and all action CatalX deems necessary based on CatalX’s sole discretion, which may include the results of such inquiries and reports. You further expressly authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests and will provide written authorizations immediately upon request, if and as required.  CatalX will have no liability or responsibility for any consequences of its verification or screening as described herein, including but not exclusive of any potential or actual permanent or temporary inability to access or use any Services, including your inability to withdraw any coins, currency, or Tokens or execute any Trades, as a result of any identity verification or other screening procedures.

3.4. Responsibility for Account Activities

You will be bound by, and hereby authorize CatalX to accept and rely on, any agreements, instructions, orders, authorizations and any other actions made, provided or taken by anyone who has accessed or used your CatalX Account regardless of whether the access is authorized or unauthorized.  Upon receipt of written notice from you that the security of your account has been compromised, CatalX may take reasonable steps to protect your account, including, for example, not allowing actions or activity initiated using any compromised account passwords, but CatalX is under no obligation to do so and has no liability in the event no steps are taken.  

3.5. Number of CatalX Accounts

CatalX may, in its sole discretion, limit the number of CatalX Accounts that you may hold, maintain, or acquire.  This includes any CatalX Accounts that are determined to be associated to or related to you in any way.  In the case of an Enterprise User, this also applies to any and all persons or Entities that may have a CatalX Account, or any CatalX Accounts that are determined to be associated or related to you or any of the persons or Entities on whose behalf you are Trading.

4. RISK DISCLOSURES; ASSUMPTION OF RISKS; RELEASE OF CATALX

Trading virtual currency, coins, currency, cryptocurrency, cryptographic tokens and/or any other digital rights or assets (“Tokens”), and the use of any other Services provided by CatalX, may involve significant risks and a high potential for financial losses, including but not exclusive of:

  • The features, functions, characteristics, operation, use or any other properties of any Token (“Token Properties”) and the software, networks, protocols, systems, and other technology (including, as applicable, any blockchain) (“Underlying Technology”) used to administer, create, issue, transfer, cancel, use or transact in any Token may be complex, technical or difficult to understand or evaluate.
  • Any Token and its Underlying Technology may be vulnerable to hacking or attacks on the security, integrity or operation of the Token or its Underlying Technology (“Attacks”), including Attacks using computing power sufficient to overwhelm the normal operation of a blockchain or other Underlying Technology.
  • Any Token, Token Properties or Underlying Technology may change or otherwise cease to operate as expected for any number of reason, such as for example changes made to the Underlying Technology, to using features or functions built into the Underlying Technology or to any other aspect of the Token, Token Properties, or Underlying Technology resulting from an Attack or any attempt at hacking or an attack. These changes could specifically include, but not be exclusive of a “fork” or “rollback” of a Token or blockchain.
  • Any Token may be cancelled, lost or double spent, or otherwise lose all or most of their value, due to forks, rollbacks, Attacks, changes to Token Properties or failure of the Token to operate as intended.
  • CatalX may suspend or cease to support the transfer, storage or trading of any Token at any time at CatalX’s sole discretion. 
  • CatalX may choose not support metacoins, colored coins or other Tokens, or their related side chains or other Underlying Technology that are based on a fork, enhancement, or derivative of a different Token or Underlying Technology (“Derivative Protocols”) at CatalX’s sole discretion, even if the Derivative Protocol is based on a Token that is otherwise supported by CatalX. 
  • CatalX may suspend or reject any transaction requests, suspend or cease support for Tokens, or suspend or terminate any access to Services in order to comply with applicable laws or regulations or to an order from law enforcement or other governmental authority, or for other reasons as specified in these Terms or otherwise at CatalX’s sole discretion.
  • You may be unable to withdraw Tokens prior to CatalX ceasing to support transfer of any such Tokens, resulting in the loss of any such Tokens remaining in your CatalX Account.
  • Any Token may decrease in value or lose all of its value for no known reason, or for one or more reasons due to factors such as discovery of wrongful conduct, market manipulation, changes to Token Properties or perceived value of Token Properties, Attacks, suspension or cessation of support for a Token by CatalX or other exchanges or service providers, or other factors outside the control of CatalX.
  • Any Token may decrease in value or lose all of its value due to legislative or regulatory activity, or other government or inter-government action. Government regulation of Tokens is uncertain and changing rapidly.
  • Any Token may be lost if sent to the wrong address (for example but without limitation, if the address is improperly formatted, contains errors, or is intended to be used for a different type of Token). 
  • You may be prevented from sending a transaction request, or your transaction request or email may not be received by CatalX or the Services, due to hardware, software or service issues (including, without limitation, access to Internet and/or other network connectivity issues).
  • Your transaction request or email to CatalX or the Services may be lost, intercepted or altered during transmission.
  • Unauthorized third parties may access or use your CatalX Account and effect transactions without your knowledge or authorization, whether by obtaining the password to your CatalX Account, obtaining control over another device or account used by you in connection with any enhanced security measures enabled for your account, or by other methods.

The risks described herein may result in loss of Tokens, decrease in or loss of all value for Tokens, inability to access or transfer Tokens, inability to trade Tokens, inability to receive financial benefits available to other Token holders, and other financial losses to you. You hereby assume, and agree that CatalX will have no responsibility or liability for, any and all such risks. 

You hereby irrevocably waive, release and discharge any and all claims, whether known or unknown to you, against CatalX, its Affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein. You waive application of any statute or law of any jurisdiction which purports to limit general releases to only claims that are known or suspected to exist at the time of executing such a release. 

You represent and warrant that you have: (a) the necessary technical knowledge and/or ability to review and evaluate the security, integrity and operation of any Tokens that you decide to acquire or trade; and (b) the knowledge, experience, understanding, access to and/or actual professional advice and information to make your own evaluation of the merits and risks of any Token or trade. You accept the risk of trading Tokens by using the Services, and are solely and exclusively responsible for conducting your own independent analysis of the risks specific to the Tokens and the Services. You will not acquire or trade any Tokens unless you have sufficient financial resources to do so and can afford to lose all value of the Tokens.

CatalX’s decision to support transfer, storage or trading of any particular Token through the Services does not indicate CatalX’s approval or disapproval of the Token or the integrity, security or operation of the Token or its Underlying Technology. The risks associated with Tokens and trading Tokens apply notwithstanding CatalX’s decision to support a particular Token. CatalX does not provide trading advice, does not have any fiduciary duty to you or any other user or person or Enterprise and does not make any warranty or representations about any Token, including but not exclusive of the suitability or non-suitability for trading or ownership by you or any person or Enterprise.

5. PRIVACY POLICY

Please refer to our privacy policy for information about how CatalX collects, uses, and shares your information.

6. ACCOUNT FUNDING; TRANSFERS

6.1. Initial Account Funding

In order to engage in a Trade (as defined below) during this Beta phase 1 period, you must first transfer Canadian currency (fiat) to your CatalX Account.  The Services associated with your CatalX Account may include a wallet service provided by CatalX (“Hosted Wallet”).  The Hosted Wallet will permit you to generate one or more addresses to which Tokens may be transferred from an account, wallet or address not hosted or controlled by CatalX (“External Account”).  CatalX may require that you verify your control over an External Account or satisfy other verification or screening requirements prior to enabling transfers between the applicable External Account and your Hosted Wallet (any such External Account, an “Approved External Account”).

6.2. Deposits

You may periodically at your discretion transfer additional Canadian currency to your Hosted Wallet using the Services.  

6.3. Withdrawals

You are required to retain in your Hosted Wallet a sufficient quantity of Tokens necessary to satisfy any open orders and any and all applicable CatalX fees.  In addition, there may be limits on the amounts that you are able to withdraw on a daily basis or for any other periodic basis.  Otherwise, you may periodically withdraw Tokens by transferring Tokens from your Hosted Wallet to an address not controlled by CatalX (“External Address”).  CatalX may require you to verify that any External Address to which you seek to transfer Tokens is associated with an Approved External Account.  You hereby authorize CatalX to use your Hosted Wallet to send to any External Address specified by you using the Services, the number of Tokens specified by you using the Services.  CatalX is not able to reverse any transfers and will not have any responsibility or liability if you have instructed CatalX to send Tokens to an address, whether correct or incorrect, properly or improperly formatted, intentionally or negligently misdirected, or erroneous or intended for a different type of Token.

6.4. Additional Transfer Terms 

You will be responsible for: (a) paying all fees charged by any third party service provider associated with any External Account or External Address as well as for paying any fees charged by CatalX for any transfers; (b) ensuring that any inbound and outbound transfers are handled in compliance with CatalX requirements, third party service provider requirements or Token requirements; (c) ensuring that the address to which any Tokens are to be transferred is properly formatted and suitable for the type of Token being transferred; and (d) ensuring that there are no errors in any of the transfer instructions you provide using the Services. In the event you fail to comply with any requirements of this Section, the transferred Tokens may be permanently lost. The timing for completing any transfer may also depend on third party actions that are outside the control of CatalX and CatalX makes no guarantee regarding the amount of time it may take to complete any transfer. CatalX may impose limits on the amount of any inbound or outbound transfers, or suspend or terminate the ability to transfer Tokens into or out of your Hosted Wallet in order to comply with applicable laws or regulations, an order from law enforcement or other governmental authority, or otherwise at CatalX’s discretion.

7. EXCHANGE ORDERS AND TRADES

7.1. Orders; Fees

A “Trade” is an exchange of Tokens for which trading is supported on the Services between you and another user of the Services whereby you dispose of Tokens and acquire Tokens as part of a single transaction of exchange, or a series of transactions of exchange, or series of exchanges. An “Order” is created when you enter an instruction to execute a Trade using the Services. When you enter an Order you authorize CatalX to execute a Trade on a spot basis for all or a portion of the number of Tokens specified in your Order in accordance with such Order. You agree to pay CatalX any applicable fees for Trades and authorize CatalX to deduct any such fees from your Hosted Wallet.

7.2. No Broker or Fiduciary Relationship

CatalX is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any Trades or other decisions or activities effected by you using the Services. No communication or information provided to you by CatalX is intended as, or shall be considered or construed as, advice. 

7.3. Order Confirmation

Before an Order is placed, the Services will generate and display a confirmation dialogue box summarizing the details of the proposed transaction, including type and amount of Tokens you are seeking to dispose of, the type and amount of Tokens that you are willing to accept in exchange for the Tokens you are seeking to dispose of, CatalX’s estimated fees if the entire Order were to be executed, and the total number and type of Tokens that will be transferred out of your Hosted Wallet if the entire Order were to be executed.  Your Order will be placed upon confirmation of the Order summary via the Services.  Notwithstanding the foregoing, you agree that the failure of the Services to provide such Order summary or confirmation shall not prejudice or invalidate any Order submitted by you or any Trade completed based on such Order.

7.4. Order Matching and Trade Execution

Upon placement of an Order, your CatalX Account will be updated to reflect the open Order and your Order will be included in CatalX’s order book for matching with Orders from other users.  If all or a portion of your Order is matched with another user, the Services will execute a Trade.  Upon execution of a Trade, your CatalX Account will be updated to reflect that the Order has either been closed due to having been fully executed, or updated to reflect any partial fulfillment of the Order.  Orders will remain open until fully executed or cancelled. For purposes of effectuating a Trade, you authorize CatalX to take temporary control of the Tokens that you are disposing of in the Trade.

7.5. Cancellations

You may only cancel an order initiated via the Services if such cancellation occurs before your Order has been matched with an Order from another user.  Once your Order has been matched with an Order from another user, you may not change, withdraw, or cancel your authorization for CatalX to complete such Order.  If any order has been partially matched, you may cancel the unmatched portion of the Order unless and until the unmatched portion has been matched.  CatalX reserves the right to refuse any cancellation request associated with a market Order after you have submitted such Order.

7.6. Insufficient Tokens

If you have an insufficient amount of Tokens in your Hosted Wallet to fulfill an Order, CatalX may cancel the entire Order or may fulfill a partial Order that can be covered by the Tokens in your Hosted Wallet (after deducting any fees payable to CatalX in connection with the Trade), in CatalX’s sole discretion and without notice to you.

8. GENERAL TERMS

8.1. Conditions and Restrictions

CatalX may, at any time and in its sole discretion, refuse any transfer request, Order or other transaction request submitted via the Services, impose limits on the amounts of transfers or Trades that can be completed on a daily or other periodic basis or impose any other conditions or restrictions upon your use of the Services, without prior notice. As an example and for illustration purposes only, CatalX may: (a) limit the number of open Orders that you can establish via the Services; (b) restrict transaction requests from certain locations; or (c) restrict withdrawals or trading if there is a reasonable suspicion of fraud, diminished capacity, inappropriate activity, or if CatalX receives reasonable notice that your ownership of some or all of the Tokens in your CatalX Account is in dispute.

8.2. Accuracy of Information

You must provide any information required by any screen displayed within the Services. You represent and warrant that all information you provide via the Services is accurate and complete.

8.3. Support for Tokens

CatalX retains the right, in its sole discretion, to determine whether to support transfer, storage or trading of any Token using the Services, and may discontinue or terminate any support for any Token at any time for any or no reason.  Unless otherwise required by law or law enforcement, CatalX will make reasonable efforts to notify you of its decision to cease to support of a Token.  If CatalX ceases to support transfer or storage of a particular Token using the Services, CatalX will use commercially reasonable efforts to notify you in advance so as to afford you with an opportunity to transfer the affected Token from your Hosted Wallet to an External Address. If you do not transfer the affected Token out of your Hosted Wallet prior to cessation of support for the Token by CatalX, the Token may be lost due to your inability to access, transfer or otherwise control the Token.  CatalX will not be liable to you for any losses, liability or expenses related to its decision to cease any support for any Token.

8.4. Derivative Protocols

Unless CatalX notifies you or makes a public statement to the contrary, CatalX does not support Derivative Protocols and you should not use your CatalX Account to attempt to transfer, store, trade or engage in any other type of transaction involving a Derivative Protocol.  CatalX will have no responsibility or liability whatsoever in respect to any Derivative Protocol.

8.5. Compliance with Law; Taxes

You are responsible for complying with all applicable laws related to your trading activities and other use of the Services, including without limitation any reporting obligations and payment of all applicable taxes.  You will determine what, if any, taxes apply to the Trades and any other transactions you complete via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. CatalX is not responsible for determining whether taxes apply to your Trades or for collecting, reporting, withholding, or remitting any taxes arising from any Trades.

8.6. AML/KYC Compliance

As a business that may be deemed to be a Money Services Business, as this term is currently defined and as the definition of this term evolves, CatalX maintains an internal ‘anti-money laundering’ and ‘know your customer’ compliance program (“AML/KYC Program”). The CatalX AML/KYC Program is a risk-based program founded on the requirements of applicable regulations, other anti-money laundering laws and implementing regulations, and guidance promulgated by the financial regulatory authorities in Canada. This AML/KYC Program may be updated from time-to-time, including the procedures that CatalX uses to verify its customers’ identities.

8.7. Error Correction Attempts

CatalX may, at its unilateral option and sole discretion, attempt to correct, reverse or cancel any Order, Trade or transfer with respect to which CatalX has discovered that there was an error, whether such error was by you, CatalX or a third party.  You expressly authorize CatalX to make any such attempt at any such correction, reversal or cancellation described herein.  CatalX provides no guarantee or warranty that any such attempt will be made, or will be successful if made, and will have no responsibility or liability for the error or any correction attempt.

8.8. Unclaimed Property

If your CatalX Account has been inactive and you have not responded to reasonable attempts by CatalX to contact you for a reasonable period of time (as defined by the applicable laws in Canada), CatalX may have an obligation to report any Tokens in your Hosted Wallet to the applicable governmental entity as unclaimed property. If this happens, CatalX will attempt to contact you using the contact information provided by you.  If you do not respond, CatalX may be obligated to turn over any Tokens in your Hosted Wallet to the applicable governmental entity after deducting any fees payable to CatalX.

8.9. Property Disputes

If CatalX receives notice that any Tokens held in your Hosted Wallet are alleged to have been stolen or otherwise are not lawfully possessed by you, CatalX may, but has no obligation to, place an administrative hold on the affected Tokens or your Hosted Wallet.  If CatalX does place an administrative hold on some or all of your Tokens, CatalX may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to CatalX has been provided to CatalX in a form acceptable to CatalX.  CatalX has no obligation to involve itself in any such dispute or the resolution of the dispute.  You agree that CatalX will have no liability or responsibility for any such hold, or for your inability to withdraw Tokens or execute Trades during the period of any such hold.

8.10. Token Promotions

You are responsible for doing all things and taking all actions necessary to enable or receive financial or other benefits made available to Token holders.   For example, and without limitation, if new or additional Tokens are provided (whether by “airdrop” or other means) to holders of a Token, it would be your responsibility to claim the Tokens and to designate the wallet address for such Tokens to be delivered.  CatalX has no responsibility to enable, facilitate or help with claiming or receiving any such Tokens or other benefits.  

8.11. Unacceptable Use or Conduct

You will not:

  • violate any law, regulation, contract, intellectual property or other third-party right, or commit a tort while using the Services;
  • use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
  • use the 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 CatalX to access the Services or to extract data;
  • use or attempt to use another user’s account without authorization;
  • attempt to circumvent any content filtering techniques CatalX employs, or attempt to access any service or area of the Services that you are not authorized to access;
  • introduce to the Services any malware, virus, trojan worms, logic bombs, or other harmful material;
  • develop any third-party applications that interact with our Services without our prior written consent, or unless otherwise agreed;
  • provide false, inaccurate, or misleading information;
  • post content or communications that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;
  • post content containing unsolicited promotions, political campaigning, or commercial messages (whether SPAM or not) or any chain messages or user content designed to deceive or trick the user of the Service;
  • post content containing private information of any third-party including, but not limited to, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; or,
  • encourage or induce any third party to engage in any of the activities prohibited under this Section.

9. FEES

You agree to pay CatalX the fees described in the fee schedule (“Fee Schedule”), and as updated by CatalX at CatalX’s sole discretion.  The Fee Schedule will apply prospectively to any and all Trades or other transactions that take place following the effective date of the Fee Schedule, including any updates. You authorize CatalX to remove Tokens from your Hosted Wallet for any applicable fees owed by you under these Terms.

10. CHANGES; SUSPENSION; TERMINATION

10.1. Changes to Services

CatalX may, at its sole discretion and without liability to you or any person or Enterprise, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, all or any portion of any Services.

10.2. Suspension or Termination of Services

CatalX may, at its sole discretion and without liability to you, with or without prior notice and at any time, temporarily suspend or permanently terminate your access to all or a portion of any Services.

10.3. No Liability

CatalX will not be liable for any losses suffered by you resulting from any modification of any Services or from any suspension or termination of your access to all or a portion of any Services (whether pursuant to this Section 10 or for any other reason).  If and when Services resume, you acknowledge that Token valuations and exchange rates may differ significantly from the valuations and rates prior to such event.

10.4. Effect of Termination

In the event of discontinuation of all Services or other termination of your right to access all Services: (a) all amounts payable by you to CatalX will immediately become due; (b) CatalX may delete or deactivate your CatalX Account and all related information and files in such account without liability to you; and (c) CatalX may cancel any open Orders or other transaction requests that are pending at the time of discontinuation or termination. In the event of discontinuation or termination of all Services or discontinuation or termination of transfer or storage Services for all or some Tokens, CatalX will use commercially reasonable efforts, unless prohibited in order to comply with applicable laws or regulations or by order of law enforcement or other governmental authority, to provide you with a reasonable period of time to remove the affected Tokens from your Hosted Wallet.

10.5. Survival

The terms of Sections 2.3, 3.3, 4, 5, 6 and 8 through 20 will survive and continue any termination of your access to the Services for ten (10) years, unless otherwise required by applicable law.

11. ELECTRONIC NOTICES

11.1. Consent to Electronic Delivery

You consent to receive electronically all communications, agreements, documents, receipts, notices, and disclosures (collectively, “Communications”) that CatalX provides in connection with this Agreement, your CatalX Account or any Services.  You agree that CatalX may provide these Communications to you by posting them via the Services, by emailing them to you at the email address you provide, sending them using an app or other messaging service to your account on the app or messaging service, and/or by sending a text message to a mobile phone number that you provide (SMS). 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 CatalX’s Support Team to request additional electronic copies of Communications or, for a fee, paper copies of Communications (as described below) by filing a support request at https://support.CatalX.io.

11.2. Hardware and Software Requirements

In order to access and retain electronic Communications, you will need a computer with an Internet connection that has a current web browser with cookies enabled and 128-bit encryption.  You will also need to have a valid email address on file with CatalX and have sufficient storage space to save past Communications or an installed printer to print them.

11.3. Withdrawal of Consent

You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to our Support Team by filing a support request at https://support.CatalX.io.  If you decline or withdraw consent to receive electronic Communications, CatalX may suspend or terminate your use of the Services.

11.4. Requesting Paper Copies

If, after you consent to receive Communications electronically, you would like a paper copy of a Communication that CatalX previously sent you, you may request a copy within 30 days after the date CatalX provided the Communication to you by contacting CatalX at https://support.CatalX.io. In order for CatalX to send paper copies to you, you must have a current street address on file with CatalX. Please note that our Services operate exclusively online and it is very burdensome for CatalX to produce paper copies of Communications. Therefore, if you request paper copies, you agree that CatalX may charge you a processing fee, in the amount described in the Fee Schedule at CatalX.io/fees for each page of Communication requested.

11.5. Updating Contact Information

It is your responsibility to keep your email address and/or mobile phone number on file with CatalX up to date so that CatalX can communicate with you electronically.  If CatalX 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, CatalX will be deemed to have provided the Communication to you.  If you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add CatalX to your email address book so that you will be able to receive the Communications CatalX sends to you. You can update your email address, mobile phone number, or street address at any time by filing a support request at https://support.CatalX.io. If your email address or mobile phone number becomes invalid such that electronic Communications sent to you by CatalX are returned, CatalX may deem your account to be inactive, and you may not be able to complete any transaction via our Services until CatalX receives a valid, working email address or mobile phone number from you.

12. PROPRIETARY RIGHTS

12.1. Ownership of Services

The Services, Site and all technology, content and other materials used, displayed or provided in connection with the Services or Site (“CatalX Materials”) together with all intellectual property rights in any of the foregoing are, as between you and CatalX, owned by CatalX.

12.2. Limitations

You may use the CatalX Materials solely as authorized by CatalX in connection with your use of the Services for as long as CatalX permits you to continue to access the Services.  Without limiting the foregoing: you will not (a) resell, lease, lend, share, distribute or otherwise permit any third party to use the Site, Services or CatalX Materials or use the Site, Services or CatalX Materials in any service bureau environment; (b) modify or create derivative works of the Site, Services or CatalX Materials, or any portion thereof; (c) frame, display or incorporate the Site, Services or CatalX Materials in any website or any other work of authorship; (d) decompile, disassemble, reverse engineer or attempt to discover the source code of the Site, Services or CatalX Materials; (e) use the Site, Services or CatalX Materials to design, develop or create any competing product or service; or (f) otherwise use the Site, Services or CatalX Materials for any commercial or noncommercial purpose other than their intended purposes determined at CatalX’s discretion. "CatalX”, any product or service names, logos, and other marks used on the Site or CatalX Materials, or otherwise in connection with the Services, are trademarks owned by CatalX or its licensors. You may not copy, imitate or use them without CatalX's prior written consent.

12.3. Feedback

CatalX will own any feedback, suggestions, ideas, or other information or materials regarding CatalX or the Services that you provide, whether by email, posting through the Services or otherwise (“Feedback”).  You hereby assign to CatalX all right, title and interest to Feedback together with all associated intellectual property rights. You will not be entitled to, and hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.

12.4. User Content

You hereby grant to CatalX a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any text, information, data, materials, images, or other content you provide to CatalX using the Services or submit or post to the Site and that is not Feedback owned by CatalX (the “User Content”). You represent and warrant that: (a) you own the User Content or have the right to grant the rights and licenses in these Terms, and (b) the User Content and use by CatalX of the User Content as licensed herein does not and will not violate, misappropriate or infringe on the rights of any third party. CatalX may remove any User Content from the Site for any reason at CatalX’s discretion.

13. THIRD-PARTY CONTENT

In using the Services, you may view content provided by third parties (“Third-Party Content”).  CatalX does 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.  CatalX is 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.

14. DISCLAIMER OF WARRANTIES

AS PERMITTED UNDER APPLICABLE LAW, THE SITE, THE SERVICES, THE CATALX MATERIALS AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CATALX ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND CATALX EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, CATALX DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICES OR CATALX MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE THAT YOUR USER DATA MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, VIRUSES OR OTHER HARMFUL MATERIALS, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS, 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.

THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF AND TO THE EXTENT IT IS PROHIBITED BY APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU RESIDE.

15. INDEMNIFICATION

You will defend, indemnify, and hold harmless CatalX, its Affiliates, and any and all shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, 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, the Services; (b) any Feedback or User Content you provide; (c) your violation of these Terms; or (d) your violation of any applicable law or the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, CatalX (or, at CatalX’s discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether CatalX wishes to settle, and if so, on what terms.

16. DISCLAIMER OF DAMAGES

IN NO EVENT WILL CATALX, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESS OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, THE CATALX MATERIALS, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CATALX, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF CATALX), EVEN IF CATALX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. LIMITATION OF LIABILITY

IN NO EVENT WILL THE LIABILITY OF CATALX, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF OR IN CONNECTION WITH SITE, THE SERVICES, THE CATALX MATERIALS, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CATALX, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF CATALX) EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO CATALX UNDER THIS AGREEMENT IN THE TRANSACTION IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR IN THE ONE MONTH PERIOD PRECEDING SUCH EVENT, WHICHEVER IS LESS.

18. DISPUTE RESOLUTION; ARBITRATION; WAIVER OF CLASS ACTION

Any and all disputes, controversies or claims arising out of or relating to these Terms or the Services, will be resolved through confidential binding arbitration held in Vancouver, British Columbia in Canada in accordance with the applicable Arbitration Rules and Procedures ("Rules").

You agree that any dispute arising out of or related to these Terms or the Services is personal to you and CatalX and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. To the extent allowed under B.C. law, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You agree that for any arbitration, the party filing the claim will pay the filing fee and the parties will split the remaining fees and costs. Judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction. Otherwise, you and CatalX agree that the courts in British Columbia have exclusive jurisdiction over any appeals and the enforcement of an arbitration award, with the exception of the Supreme Court of Canada.

WITH RESPECT TO DISPUTES SUBJECT TO ARBITRATION PURSUANT TO THIS SECTION, BOTH YOU AND CATALX ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) THOSE DISPUTES IN COURT BEFORE A JUDGE OR JURY.

19. GOVERNING LAW

The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services, will be governed by and construed and enforced in accordance with the laws of British Columbia, without regard to conflict of law rules or principles. You agree that CatalX may additionally initiate a proceeding related to the enforcement or validity of CatalX’s intellectual property rights in any court having jurisdiction thereof. With respect to any other proceeding that is not subject to arbitration under these Terms, the courts located in British Columbia will have exclusive jurisdiction. You waive any objection to venue in any such courts.

20. OTHER TERMS

20.1. Copyright Violations

CatalX has a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others.  If you believe that anything on our Services infringes any copyright that you own or control, you may notify CatalX’s Designated Agent.  If you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to CatalX for certain costs and damages.  You may submit a proper notification to our Designated Agent using the contact information below:

Designated Agent:

Copyright Manager

Address:

tba

Telephone Number:

tba

Email:

[email protected]

20.2. Remedies

If you violate any of these Terms, CatalX may, as it determines reasonably necessary to remedy or mitigate your violation, delete all or part of such information transmitted by you, suspend or cancel your account, or confiscate Tokens owned by you without any prior notice to you.  CatalX shall in no event be responsible or liable for any damage incurred by the user as a result of an action taken by CatalX pursuant to this paragraph.  Any right or remedy of CatalX set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under statute, at law or in equity.

20.3. CatalX Affiliates and Contractors

An “Affiliate” is, with respect to a legal entity, another legal entity that controls, is under common control with, or is controlled by the first legal entity.  The Site and any Services may be operated or provided by CatalX, its Affiliates or their respective contractors.  To the extent that an Affiliate of CatalX, or contractor of CatalX or an Affiliate of CatalX, is operating or providing any Services, the Affiliate or contractor’s provision of such Services will be under terms identical to these Terms substituting the Affiliate or contractor’s name wherever CatalX’s name occurs in these Terms.

20.4. No waiver

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

20.5. Severability

The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms.  In the case that any Term or portion of a Term is found to be invalid or unenforceable, the remainder of the Terms shall operate as thought that portion was not a part of the Terms for the limited purposes of the action for which the validity or enforcement of the said Term is found to be invalid or unenforceable.

20.6. Force Majeure

CatalX will have no responsibility or liability for any failure or delay in performance of any Services, or any loss or damage that you may incur, due to any circumstance or event beyond the control of CatalX, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.

20.7. Assignment

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

20.8. Headings

Headings of sections are for convenience only and shall not be used to limit or construe such sections.

20.9. Entire Agreement

These Terms contain the entire agreement between you and CatalX, and replace  and/or supersede any and all prior and/or contemporaneous agreements or understandings between the parties regarding the Services.  In the event of any conflict between these Terms and any other agreement you may have with CatalX, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.

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