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These Platform Terms of Use (the “Terms”) govern access to and use of the platform, software, APIs, dashboards, tools, documentation and related services made available by LITEST SOLUTION CORP., a company incorporated under the laws of Canada, with registration number BC1431311 and registered office at 300-1095 MCKENZIE AVENUE, VICTORIA BC V8P 2L5, CANADA (the “Company”).
The Company is registered in Canada as a money services business in relation to virtual currency activities under MSB Registration Number M23375535.
1. Introduction and Acceptance
1.1. These Terms constitute a legally binding agreement between the Company and the legal entity that accesses or uses the Platform or Services (the “Merchant”).
1.2. The Services are provided only to legal entities and not to consumers. Any individual accepting these Terms or executing an Order Form on behalf of a Merchant represents and warrants that they have authority to bind that Merchant.
1.3. By accessing the Platform, creating an account, executing an Order Form, integrating with the Company’s APIs, or using any Services, the Merchant agrees to be bound by these Terms and the applicable Order Form.
1.4. If the Merchant does not agree to these Terms, the Merchant must not access or use the Platform or Services.
2. Order Forms and Contract Structure
2.1. The commercial, technical and operational parameters applicable to the Merchant are set out in one or more signed order forms, statements of work or similar ordering documents agreed by the Parties (each, an “Order Form”).
2.2. Each Order Form forms an integral part of these Terms and is incorporated into these Terms by reference.
2.3. The Order Form may specify, among other matters, the approved Services, approved geographies, supported Virtual Currencies, supported blockchain networks, fees, payment terms, security deposit or prefunding requirements, processing timing, approved Merchant websites or applications, Merchant wallet addresses for direct payment receipt and reconciliation, operational limits, special conditions, and the effective date of the Services.
2.4. Unless expressly stated in the applicable Order Form, no additional service, feature, asset, geography, wallet address, integration, currency, payment route or functionality is approved for the Merchant.
2.5. In the event of a conflict, the following order of precedence applies: first, the applicable Order Form; second, any data processing addendum or other written addendum expressly incorporated into the Order Form; third, these Terms; and fourth, any documentation, operating rules or instructions made available by the Company.
3. Definitions
“Applicable AML/ATF Laws” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Regulations, applicable FINTRAC requirements, and any anti-money laundering, anti-terrorist financing, anti-corruption and sanctions laws applicable to the Company, the Merchant, the Services, End Users or Transactions.
“Applicable Law” means all laws, regulations, rules, orders, regulatory requirements, guidelines with binding effect, court orders and sanctions regimes applicable to a Party, the Services, the Merchant’s business, Transactions, End Users or relevant blockchain, banking, payment or virtual currency rails.
“Compliance Action” means any block, rejection, cancellation, delay, request for information, limitation, suspension, termination, reporting action or other control applied by the Company in respect of access to the Services, payment requests, transaction monitoring, transaction notifications or related records for legal, regulatory, sanctions, fraud, risk, security or policy reasons.
“End User” means any customer, sender, payer, beneficiary or other third party that uses the Merchant’s goods or services or whose payment is processed, monitored or recorded through the Services.
“End User Data” means any data or documents relating to an End User or Transaction, including KYC materials, sanctions-screening data, source-of-funds or source-of-wealth information, transaction explanations, wallet data, device or behavioural data and supporting evidence.
“Platform” means the Company’s website, software, APIs, dashboard, technical environment, documentation, tools and interfaces made available to the Merchant in connection with the Services.
“Security Deposit” means any security deposit, prefunding amount or other collateral amount required by the Company under these Terms or an Order Form as security for amounts owed or risks arising in connection with the Merchant or the Services.
“Services” means the services described in these Terms and the applicable Order Form, including access to the Company’s software and related Virtual Currency payment processing functionality.
“Transaction” means any attempted or completed Virtual Currency payment event, payment request, payment confirmation, payment notification, reconciliation record or other transaction-related event processed, recorded or monitored through the Services.
“Virtual Currency” means a digital representation of value that can be used for payment or investment purposes, is not fiat currency, and can be readily exchanged for funds or for another virtual currency that can be readily exchanged for funds, and includes a private key of a cryptographic system that enables access to such digital representation of value.
4. Scope of Services
4.1. The Services consist of software-enabled Virtual Currency payment processing services, including the technical generation and processing of payment requests, monitoring of supported Virtual Currency payments from End Users, and transmission of payment-related information to the Merchant for reconciliation purposes, in each case as specified in the applicable Order Form.
4.2. The Company does not provide custodial wallet services, does not maintain Virtual Currency or fiat balances on behalf of the Merchant or End Users, and does not hold, safeguard, control or otherwise administer funds or Virtual Currency belonging to the Merchant or End Users.
4.3. The Company does not execute settlement, payout, conversion or custody of Virtual Currency or fiat currency as part of the Services unless separately agreed by the Parties in writing and subject to the Company having all required rights, licences, registrations or permissions to provide such services.
4.4. The Company may modify, suspend, discontinue or restrict any Platform functionality, supported asset, supported network, geography, technical feature or Service where necessary for legal, regulatory,
sanctions, risk, security, technical, operational or commercial reasons.
4.5. The Company may use affiliates, subcontractors and service providers to provide all or part of the Services.
5. Platform Account, Access and Security
5.1. The Merchant may access the Services only after the Company completes onboarding to its satisfaction and activates the Merchant’s account, integration or access credentials.
5.2. The Merchant is responsible for maintaining the confidentiality and security of all usernames, passwords, API keys, security tokens, credentials, devices, integrations and communication channels used to access the Platform.
5.3. The Company may rely on any instruction, API call, request, approval, configuration or other communication appearing to come from the Merchant or its authorized users, integrations, credentials, API keys or communication channels.
5.4. The Merchant shall promptly notify the Company of any suspected unauthorized access, compromise of credentials, security incident, erroneous instruction or misuse of the Platform.
5.5. The Company may impose technical, operational and security requirements for access to the Platform, including API security standards, credential rotation, wallet allow-listing, two-factor authentication, IP allow-listing, integration testing and incident reporting requirements.
6. Onboarding, Due Diligence and Information Rights
6.1. The Company may refuse onboarding or activation in its sole discretion, including for legal, regulatory, sanctions, fraud, risk appetite, technical or commercial reasons.
6.2. The Merchant shall provide, before onboarding and at any time during the relationship on request, any information, documents, records, explanations, certifications and supporting evidence the Company or its service providers require for onboarding, due diligence, risk review, transaction review, audits, security deposit or prefunding assessment, compliance or ongoing monitoring.
6.3. The Company may conduct initial and ongoing due diligence on the Merchant, its directors, officers, beneficial owners, controllers, affiliates, wallets, bank accounts, counterparties, business model, websites, mobile applications, source of funds and source of wealth, End Users, Transactions and any other person or matter relevant to the Services.
6.4. The Merchant shall respond without delay, and in any event within the timeframe specified by the Company. Where a request relates to AML/CFT, sanctions, fraud, law enforcement, regulatory matters or an urgent risk event, the Company may require an immediate response.
6.5. The Merchant shall promptly notify the Company of any material change affecting the Merchant or the Services, including changes to ownership, control, directors, licences, regulated status, websites, business model, jurisdictions, bank accounts, wallet addresses, products, customer base or risk profile.
7. Merchant Responsibilities
7.1. The Merchant is solely responsible for its business, goods and services, End Users, customer relationships, marketing, product delivery, support, complaints, cancellations, refunds, taxes and compliance with Applicable Law.
7.2. The Merchant shall perform and maintain its own risk-based customer due diligence, sanctions screening, transaction monitoring, fraud controls, recordkeeping and escalation procedures in respect of its End Users and underlying Transactions, without limiting the Company’s independent legal obligations.
7.3. The Merchant shall not use the Platform or Services in connection with any prohibited business, prohibited product, sanctioned person, restricted jurisdiction or other activity prohibited under these Terms, the applicable Order Form, Applicable Law or the Company’s then-current risk rules notified to the Merchant.
7.4. The Merchant shall ensure that all information, documents, data, wallet addresses, payment details and instructions supplied to the Company are true, accurate, complete, current and not misleading.
7.5. The Merchant shall retain all KYC, sanctions, transaction, contractual, tax and customer-service records relevant to the Services for at least five years after the relevant relationship ends or the relevant Transaction occurs, or longer if required by Applicable Law.
8. Payment Processing, Timing and Transaction Records
8.1. Any payment status, confirmation timing or transaction information displayed through the Platform is indicative and depends on the relevant blockchain network, validators, node infrastructure, analytics providers, screening providers, network congestion, forks, outages, cyber incidents, regulatory actions and other events outside the Company’s reasonable control.
8.2. Where an Order Form refers to “instant” processing, this means processing without undue delay, subject to applicable AML/CFT, sanctions, KYC, fraud, risk, security and technical checks, blockchain confirmation times and other factors outside the Company’s reasonable control.
8.3. The Company may impose transaction limits, wallet allow-listing, cooling-off periods, country restrictions, supported-asset restrictions, operating thresholds and other operational or risk controls at any time.
8.4. The Company may decline to process, display, monitor or record any payment request or transaction-related event where necessary or advisable for legal, risk, security, technical or operational reasons.
8.5. The Merchant acknowledges that Virtual Currency transactions recorded on a blockchain are generally irreversible once submitted to and confirmed by the relevant network. The Company is not responsible for errors in wallet addresses, network selection, beneficiary details, duplicate instructions or other errors attributable to the Merchant, End Users or any person acting on their behalf.
9. Refunds, Chargebacks and Disputes
9.1. The Company is not a party to any contract between the Merchant and an End User and is not responsible for the nature, quality, legality, safety, accuracy, delivery, non-delivery or fitness of the Merchant’s goods or services.
9.2. Any refund to an End User is the Merchant’s sole responsibility and shall be executed by the Merchant outside the Services unless separately agreed in writing. The Company may provide technical assistance, transaction records or payment-related information in relation to a refund and may charge any applicable handling, network-related, provider or administrative fees.
9.3. The Merchant bears all chargebacks, reversals, refunds, recalls, disputes, unauthorized transaction claims, consumer claims, payment-network actions and similar events, regardless of whether the underlying rail is card-based, bank-based, blockchain-based or otherwise.9.4. The Company may invoice the Merchant for any related losses, costs, liabilities, fees, assessments, fines, penalties or expenses and may set off such amounts against any unpaid fees or other amounts payable by the Company to the Merchant, if any.
10. Fees, Costs, Taxes and Security Deposit
10.1. The Merchant shall pay all fees specified in the applicable Order Form. Unless otherwise agreed in writing, fees shall be invoiced by the Company and paid by the Merchant within the payment period specified in the relevant invoice or Order Form.
10.2. In addition to the Company’s fees, the Merchant bears all third-party costs and pass-through charges arising from the Services or the Merchant’s activity, including network fees, gas fees, mining or validator fees, screening costs, tracing costs, investigation costs, legal response costs and similar charges.
10.3. The Merchant also bears, and shall fully reimburse the Company for, all assessments, fines, penalties, clawbacks, monitoring-program fees, scheme charges, acquirer or processor charges, bank or provider charges, governmental charges and regulatory penalties arising from the Merchant, its End Users, its Transactions, its Goods and Services, or any breach of this Agreement or Applicable Law.
10.4. The Company may require the Merchant to provide a Security Deposit as security for actual or anticipated losses, chargebacks, refunds, reversals, fraud, legal claims, investigations, penalties, fines, third-party charges, operational costs or other risks relating to the Merchant or the Services.
10.5. Any Security Deposit shall be paid by the Merchant to the Company in accordance with the Company’s invoice, written instructions or the applicable Order Form. A Security Deposit does not constitute a customer wallet, payment account, Virtual Currency balance, fiat balance, settlement balance, escrow or custodial arrangement.
10.6. The Company may apply any Security Deposit against amounts owed by the Merchant under these Terms or any Order Form. No interest or yield is payable on any Security Deposit unless expressly agreed in writing.
10.7. Following termination, the Company may retain all or part of any security deposit or prefunding amount for up to 540 days, or longer to the extent reasonably required in light of pending disputes, claims, investigations or residual risk.
10.8. Each Party is responsible for its own taxes. The Merchant is solely responsible for all taxes, duties, levies, withholdings and similar governmental charges arising from its business, goods and services or Transactions.
11. Compliance Actions
11.1. The Company may at any time take any Compliance Action if the Company determines, suspects or is advised that such action is necessary or appropriate for AML/CFT, risk mitigation, sanctions, fraud, security, legal, regulatory, contractual or policy reasons.
11.2. Without limitation, the Company may suspend or restrict access to the Platform or Services, refuse to process or display payment requests, delay or block transaction monitoring or notification, request additional information, restrict supported assets or jurisdictions, report matters to regulators or authorities, and suspend or terminate the Services.
11.3. To the fullest extent permitted by law, the Company is not obliged to disclose to the Merchant or any End User the existence, scope, rationale or outcome of any compliance review, risk-level, filing, report, restriction, request from authorities or internal investigation.
11.4. Nothing in these Terms limits the Company’s right to perform its own customer due diligence, sanctions screening, transaction monitoring, travel-rule compliance, recordkeeping, reporting or other compliance measures, whether in parallel with or independently from the Merchant’s controls.
12. Prohibited and Restricted Use
12.1. The Merchant shall not use the Platform or Services, directly or indirectly, for or in connection with:
activities prohibited by Applicable Law, sanctions or export controls;
dealings with sanctioned persons, blocked persons, terrorist property, embargoed territories or jurisdictions restricted by the Company or its service providers;
fraudulent, deceptive, infringing, abusive or unlawful goods or services;
money laundering, terrorist financing, sanctions evasion, unlicensed financial services, unlawful, prohibited adult content, weapons, narcotics, counterfeit goods or other high-risk categories designated by the Company from time to time;
attempts to bypass security measures, internal controls, geographic restrictions, risk controls, wallet allow-listing or other Platform restrictions; or
any business model, product, asset type, transaction type or jurisdiction that the Company determines not to support.
12.2. The Company may update prohibited and restricted use categories from time to time by notice, Platform publication, Order Form update or other reasonable communication.
13. Personal Data and Data Roles
13.1. The Merchant shall ensure that it has all necessary notices, consents, lawful bases and transfer mechanisms required to disclose Personal Data and End User Data to the Company and its service providers as contemplated by these Terms and the applicable Order Form.
13.2. Where the Company processes Personal Data for its own AML/CFT, sanctions, fraud prevention, security, legal or regulatory compliance, risk management, reporting, audit, defence of claims or internal governance purposes, the Company acts as an independent organization determining its own purposes and means of processing, or as an independent controller or equivalent concept where relevant under Applicable Law.
13.3. Where the Company processes Personal Data solely on the Merchant’s behalf for the operational provision of the Services and not for the Company’s own compliance or independent business purposes, the Company acts as the Merchant’s service provider processing such Personal Data on the Merchant’s behalf, or as a processor or equivalent concept where relevant under Applicable Law.
13.4. The Merchant acknowledges that the Company may disclose Personal Data and transaction data to its affiliates, third-party providers, advisors, auditors and competent authorities to the extent necessary for the purposes described in these Terms, the applicable Order Form and Applicable Law.
13.5. Additional data processing terms may be set out in a separate data processing addendum, privacy policy or Order Form.
14. Confidentiality
14.1. Each Party shall keep confidential the other Party’s non-public commercial, financial, technical, operational, legal, compliance, security and business information, including know-how, trade secrets,software, product plans, pricing, customer, End User and transaction information, personal data, reports, records, analyses and the terms of any Order Form (“Confidential Information”).
14.2. Confidential Information may be used only for the purposes of these Terms and may be disclosed to affiliates, employees, professional advisors, subcontractors and service providers that have a need to know and are subject to appropriate confidentiality obligations.
14.3. The confidentiality obligations do not apply to information that is public through no breach, already lawfully known, independently developed or lawfully obtained from a third party without restriction.
14.4. A Party may disclose Confidential Information where required by Applicable Law, court order, regulatory request, audit or legal process. To the extent legally permitted, the receiving Party may refrain from notifying the disclosing Party where notification would be unlawful or would prejudice an investigation or compliance process.
14.5. The confidentiality obligations survive for five years after termination, except that trade secrets and data subject to legal secrecy obligations remain protected for so long as they remain confidential or protected by law.
15. Intellectual Property
15.1. The Company and its licensors retain all right, title and interest in and to the Platform, Services, software, APIs, documentation, screening logic, workflows, analytics, reports, know-how, improvements and related intellectual property.
15.2. Subject to these Terms and the applicable Order Form, the Company grants the Merchant a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable term to access and use the Platform and Services solely for the Merchant’s internal business purposes in connection with the approved use case.
15.3. The Merchant shall not copy, modify, reverse engineer, decompile, disassemble, scrape, interfere with, resell, sublicense, make available or create derivative works from the Platform, Services or related documentation except to the extent expressly permitted by the Company in writing.
15.4. The Merchant grants the Company a limited, non-exclusive, royalty-free licence during the applicable term to use the Merchant’s name, trademarks, logos, data and materials to provide the Services, perform onboarding and compliance, support the integration and comply with Applicable Law.
16. Risk Disclosures and No Advice
16.1. The Merchant acknowledges that Virtual Currency and blockchain-based payments involve risks, including volatility, network congestion, delayed confirmations, forks, protocol failures, smart contract bugs, sanctions restrictions, law-enforcement actions, fraud, cyber incidents, credential compromise, irreversible transactions and evolving regulation.
16.2. The Company does not provide investment, legal, tax, accounting, financial, regulatory or other professional advice. The Merchant is responsible for obtaining its own professional advice and determining whether use of the Services is lawful and appropriate for its business.
16.3. The Company does not guarantee the value, liquidity, availability, legal status, tax treatment, settlement finality, technical operation or continued support of any Virtual Currency, blockchain network,wallet address, integration or third-party service.
17. Disclaimers and Limitation of Liability
17.1. THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, UNINTERRUPTED AVAILABILITY, ACCURATE PRICING, SUCCESSFUL PROCESSING, SUCCESSFUL PAYMENT COMPLETION AND COMPATIBILITY WITH THIRD-PARTY SERVICES.
17.2. THE COMPANY IS NOT LIABLE FOR THE ACTS, OMISSIONS, INSOLVENCY, DELAYS,
FAILURES, MISCONDUCT OR RESTRICTIONS OF ANY THIRD PARTY.
17.3. THE COMPANY IS NOT LIABLE FOR ANY LOSS ARISING FROM BLOCKCHAIN FORKS,
PROTOCOL FAILURES, SMART CONTRACT BUGS, UNSUPPORTED ASSETS, SANCTIONS
ACTIONS, TRAVEL-RULE FAILURES OF THIRD PARTIES, LAW-ENFORCEMENT ACTIONS,
COMPLIANCE RESTRICTIONS, DELAYED CONFIRMATIONS, NETWORK CONGESTION,
SECURITY INCIDENTS OUTSIDE THE COMPANY’S REASONABLE CONTROL OR INCORRECT INSTRUCTIONS.
17.4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY IS
NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL LOSS, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, REPUTATION, SAVINGS, DATA OR ANTICIPATED BENEFIT.
17.5. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE
LIABILITY OF THE COMPANY AND ITS AFFILIATES UNDER OR IN CONNECTION WITH
THESE TERMS AND ANY ORDER FORM SHALL NOT EXCEED THE FEES ACTUALLY PAID
BY THE MERCHANT TO THE COMPANY UNDER THE APPLICABLE ORDER FORM IN THE
SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
17.6. NOTHING IN THESE TERMS EXCLUDES LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED.
18. Indemnity
18.1. The Merchant shall defend, indemnify and hold harmless the Company, its affiliates and their respective directors, officers, employees, contractors and service providers from and against any losses, liabilities, damages, fines, penalties, costs and expenses, including reasonable legal fees, arising out of or relating to:
the Merchant’s business, goods and services, marketing, sale, delivery, support, refunds, disputes or customer claims;
any breach by the Merchant of these Terms, an Order Form, Applicable Law or third-party rules;
any chargeback, reversal, refund, recall or dispute;
any fines, penalties, assessments or other charges imposed by any third party in connection with the Merchant, End Users or Transactions;
the Merchant’s failure to conduct adequate KYC, AML/CFT, sanctions or fraud checks;
the Merchant’s unlawful, inaccurate or unauthorized collection, use, disclosure or transfer of End User Data; or
any claim that the Merchant’s goods, services, content, website, app, branding, data or instructions infringe or violate third-party rights or Applicable Law.
18.2. The Company may recover any such amounts, without prejudice to any other rights or remedies, by invoice, by applying any Security Deposit or prefunding amount, or by set-off against any unpaid fees or other amounts payable by the Company to the Merchant under these Terms, any Order Form or otherwise.
19. Term, Suspension and Termination
19.1. These Terms apply from the effective date of Order Form, and continue until terminated in accordance with these Terms or the applicable Order Form.
19.2. The Company may suspend all or part of the Platform or Services immediately, with or without fraud, security, legal, operational, reputational, commercial or risk reasons.
19.3. Either Party may terminate an Order Form for convenience on 30 days’ prior written notice unless the applicable Order Form specifies another termination period or minimum term.
19.4. The Company may terminate these Terms or any Order Form immediately on notice if: (i) the Merchant breaches these Terms or an Order Form; (ii) the Merchant fails to provide requested information;(iii) the Merchant presents unacceptable legal, sanctions, fraud, reputational or credit risk; (iv) a regulatoor service provider requires termination or materially restricts the Services; (v) the Merchant becomes insolvent or subject to insolvency proceedings; or (vi) the Company decides to discontinue the relevant Service, jurisdiction, asset or customer segment.
19.5. Termination or suspension does not affect accrued rights, payment obligations, indemnities, confidentiality obligations, data protection obligations, audit rights, recordkeeping obligations, security deposits, set-off rights or any provision intended to survive.
20. Amendments
20.1. The Company may amend these Terms, the Platform, documentation, operating rules, supported assets, processing procedures, security deposit or prefunding methodology or compliance requirements by notice to the Merchant, by Platform publication or by other reasonable communication.
20.2. Any amendment required to comply with Applicable Law, a regulator or a service provider may take effect immediately or on such shorter notice as the Company specifies.
20.3. Any amendment to Fees shall be notified to the Merchant at least one month before the effective date of such amendment, unless the amendment is required to comply with Applicable Law, a regulator, a service provider or any third-party cost, charge or fee change that applies on shorter notice.
20.4. If the Merchant does not agree with a non-mandatory material amendment, the Merchant’s sole remedy is to stop using the Platform and terminate the applicable Order Form before the amendment takes effect.
21. Complaints, Notices and Communications
21.1. Any complaint, notice, request, demand, consent, approval or other communication under or in connection with these Terms shall be in writing and may be delivered by email to the contact details specified in the applicable Order Form or otherwise notified by one Party to the other in writing.
21.2. A notice sent by email shall be deemed received on the date of transmission, provided that no delivery failure or error message is received by the sender. If sent outside normal business hours at the place of receipt, it shall be deemed received at 9:00 a.m. on the next business day.
21.3. Complaints may be submitted to [complaints email]. The Company may request additional information to investigate a complaint and will respond within a reasonable period, subject to Applicable Law and the nature of the complaint.
22. Miscellaneous
22.1. Force Majeure. Neither Party shall be liable for any delay, failure, suspension or limitation in performing its obligations to the extent caused by events beyond its reasonable control, including natural disasters, epidemics, pandemics, war, terrorism, civil unrest, labour disputes, cyber incidents, utility failures, failures of telecommunications, internet, blockchain networks or other third-party infrastructure,
governmental actions, sanctions, changes in Applicable Law or any order or restriction imposed by a competent authority.
22.2. Assignment. The Merchant may not assign, transfer, novate or encumber these Terms, an Order Form or any account without the Company’s prior written consent. The Company may assign or transfer these Terms or any Order Form to an affiliate or successor without consent.
22.3. Entire Agreement. These Terms, each Order Form and any documents incorporated by reference constitute the entire agreement between the Parties on their subject matter and supersede prior discussions and understandings.
22.4. Severability. If any provision is invalid or unenforceable, the remainder remains in effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the original intent.
22.5. No Waiver. No waiver is effective unless in writing. A delay or omission in exercising a right does not waive that right.
22.6. Independent Contractors. The Parties are independent contractors. Nothing in these Terms creates a partnership, agency, fiduciary, joint venture or employment relationship.
22.7. Language. If these Terms are translated into any other language, the English version prevails to the extent of any conflict.
22.8. Governing Law. These Terms and each Order Form are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, excluding conflict-of-laws rules, unless another governing law is expressly specified in the applicable Order Form.
22.9. Jurisdiction. The courts located in British Columbia, Canada shall have exclusive jurisdiction, and each Party irrevocably attorns to those courts, unless another forum is expressly specified in the applicable Order Form.
