1. The Cybrid Services

1A. Who We Are

Cybrid provides services that enable you to move value quickly, easily, and cost-effectively. When you use our services you’re contracting with Cybrid Technology Inc. (“Cybrid Technology”), a Canadian federal corporation, with services delivered in part (or entirely) by our national affiliates, which are listed in Schedule A (which, altogether, are “Cybrid”, “we” or “our”, but in some cases, may refer only to a national affiliate you receive services from, as the context indicates), along with our banking partners and regulated value transfer services in other jurisdictions that we contract with. Where this agreement refers to “Cybrid” it means the Cybrid party providing the relevant service, as the context requires.

1B. What We Do

Cybrid provides an integrated system, accessed through our website(s), or through third-party partners, which is the “Cybrid Platform”. The Cybrid Platform is provided to you on the condition that you abide by the terms of this agreement and the instructions provided by Cybrid when you use the Cybrid Platform.  

1C. Our Approach To Privacy

As part of the delivery of services we transfer your personal information and other details to our affiliates, banking, and regulated payment providers. This and other details about how we handle your personal information are contained in the “Cybrid Technology Privacy Policy” and are also found in the jurisdiction-specific privacy policies listed in Schedule A that apply to the national affiliates of Cybrid Technology.

1D. Cybrid Parties And Structure Of Our Relationship

You contract with Cybrid Technology, which provides the software and connects you with the national affiliate (listed in Schedule A) that delivers the regulated services in your jurisdiction, together with the banks and other Partners (as defined below in section 5) that provide the underlying financial services. Each national affiliate is a party to this agreement with respect to the services it provides to you and may enforce this agreement directly. Each Cybrid party is responsible only for its own services and obligations, except as expressly stated in this agreement. No Cybrid party is liable for the acts or omissions of another Cybrid party or of any Partner, and the obligations of one Cybrid party are not the obligations of another. 

1E. Documents and Order of Precedence

This agreement is made up of these global terms, the national affiliate terms applicable to you (linked in Schedule A), any transaction-specific authorization you accept (such as the ACH Authorization described in the Cybrid USA User Terms, linked from Schedule A), and the policies incorporated by reference (such as the privacy policies and the prohibited-use list). If there is a conflict, the following order controls, from highest to lowest: (1) any transaction-specific authorization you accept; (2) the applicable national affiliate terms; (3) these global terms; and (4) the incorporated policies. 

1F. No Title or Custody of Funds or Assets

Cybrid Technology does not take title to, or custody of, your funds or Assets (as defined below in section 3D). It provides software and connects you with the banks, financial institutions, regulated payment providers, and liquidity and custody providers that hold funds and Assets and execute transactions. Except where a national affiliate's terms in Schedule A expressly provide that the affiliate holds or safeguards funds under its own licenses, your funds and Assets are held, and transactions are executed and settled, by those regulated providers or by the counterparty to your transaction — not by Cybrid Technology — under their own agreements and licenses, and title and custody pass between you and those providers or that counterparty, and not to or from Cybrid Technology.

2. Your Use Of Our Services

2A. Eligibility To Use Cybrid’s Services

You must be at least as old as the age of majority in your jurisdiction, in order to use our services, and you must not be bankrupt. 

If you are entering into this agreement on behalf of an entity then you must be an authorized representative of the entity, and the entity must not be bankrupt or insolvent.

You further represent that you are not, and are not owned or controlled by or acting on behalf of, any person that is the subject of economic or trade sanctions administered or enforced by any governmental authority, and that you are not located in or ordinarily resident in any comprehensively sanctioned jurisdiction. You may not use the services in violation of any applicable sanctions or export-control laws.

2B. Responsibility For Your Account

You are responsible for all activities within your account, and therefore must take care to prevent unauthorized access. 

A “Personal Account” (for a named individual, for their personal use) is only for use by the person it is issued to, and you may not share your account with any other person or otherwise allow another person to make use of your account. You may not conduct transactions on behalf of any other person. If your personal information changes then you must notify us of the change. 

A “Business Account” (for companies, trusts, non-profits, or other legal entities) is only for the use of the business that is named in the account and not for any subsidiary, affiliate, or personal use of any person associated with the named entity that opened the account. Only individuals authorized to access the Business Account may use it. As an individual user of a Business Account who is issued credentials to access it (whether by Cybrid or the entity that opened the Business Account) then you agree to indemnify us for any costs, losses, or damages suffered by Cybrid due to your unauthorized or unlawful use of a Business Account.

You must provide us with accurate and honest information at the time of account opening and during use of the Cybrid Platform. Furthermore, you are responsible for keeping your own records of your transactions and should not rely on Cybrid’s services as your sole record.

You must keep your account credentials confidential and must not permit any other person to use them. You are responsible for all activity occurring under your credentials, whether or not authorized by you. You must notify us promptly at legal@cybrid.app if you suspect any loss, theft, or unauthorized use of your account or credentials, and we may suspend access following such notice as described in Section 9C.

2C. Lawful Uses Only

You may not use our services to engage in illegal activities, or move value (e.g. money transfer or cryptocurrency transfer) associated with illegal activities. You also may not use our services in connection with any business or personal activity that is listed here: https://cybrid.xyz/legal/global-prohibited-list. 

Cybrid may refuse, suspend, reverse, or investigate any transaction, and may decline to provide or may terminate services, where Cybrid reasonably believes the activity is prohibited, unlawful, or presents excessive legal, regulatory, security, financial, or reputational risk, or where required by a Partner or regulatory authority.

2D. Authorization For Transactions

You authorize Cybrid to debit or credit any account that you have directed us to draw on, spend from, or send to. In some cases we may create an electronic version of your consent and provide it to a third party as proof of your authorization, which we may assemble by combining information that we have on file for you. 

If you authorize a transaction that draws on an account you hold at a financial institution then you must ensure that you have sufficient funds before doing so. Any account that you use with Cybrid that is not provided as part of the Cybrid Platform may have fees that are beyond Cybrid’s control, such as charges for insufficient fees, for which you will be responsible in accordance with the terms of your account. You also must ensure that you have the legal right to draw on the account, and that you comply with any applicable rules imposed by your financial institution. 

2E. Standing Orders

You may provide Cybrid with a request to perform actions in the future or on an ongoing basis (“Standing Orders”) and Cybrid shall endeavour to act on your request. You are responsible for ensuring that your Standing Orders reflect your wishes, and Cybrid shall have no liability for acting on your Standing Orders. 

2F. Risks

The Cybrid Platform may allow you to conduct financial transactions (whether directly or indirectly) and may allow you to purchase or sell foreign currency, cryptocurrency, stablecoins, etc. Accordingly, you should be aware of the following risks that are solely borne by you:

1. The correctness, validity, or legality of the destination that you are sending to. Please double-check all destination bank accounts, cryptocurrency addresses, or other destination identifiers. Errors may result in delays, fees for reversals, or, in some cases, loss of value/funds. 
2. Cybrid does not endorse any particular transaction and does not judge what is suitable for you. Please learn about transactions using our documentation or the documentation provided by third-parties before entering into a transaction. In some cases you may wish to try a test transaction first to better understand how a particular type of transaction works. There are inherent risks that are extraneous to the Cybrid Platform and you should learn about these risks before conducting transactions. Cybrid shall not be liable for the suitability of your decisions. 
3. Cybrid shall not liable for any losses you suffer due to incorrect use of cryptocurrency or stablecoins, such as sending to the wrong network, sending to an address you do not control, typos in addresses that you provide to Cybrid, or other errors and omissions that may cause total loss for you. 
4. Cryptocurrency and stablecoin transactions are, almost always, final and cannot be reversed by anyone, including Cybrid. Cybrid does not control any blockchain network and has no ability to reverse an on-chain transaction once it has been submitted to a node for broadcasting. 
5. Cryptocurrencies and stablecoins are not legal tender in any jurisdiction Cybrid and its national affiliates operate in. 
6. Cryptocurrencies and stablecoins are generally not insured by deposit insurance or investor-protection laws. 
7. Cryptocurrency networks may experience congestion, forks, failures, attacks, or other temporary problems that may delay a transaction or prevent it from occurring, despite Cybrid’s best efforts. 
8. We do not control any blockchain network and are not responsible for their operations. 
9. If you send cryptocurrency or a stablecoin to an address that does not exist or that you do not control, or you direct Cybrid to do so, then it may be lost forever and shall be at your peril. You should exercise extreme caution if/when entering destination details and/or transaction amounts. 

2G. Applicable Law

You are solely responsible for ensuring the lawfulness of any transactions that you conduct using the Cybrid Platform. 

2H. Changes To Personal Or Business Account Information

If any of the information that we have on file for your Personal Account or a Business Account then you must notify us promptly of the change. If you become bankrupt, or you become aware that the entity named for a Business Account that you are an authorized user of becomes bankrupt, then you must immediately notify us.

2I. Identity Verification and Compliance

To comply with applicable law (including anti-money-laundering, counter-terrorist-financing, and sanctions laws) and the requirements of our Partners, we and our Partners collect, verify, and record information that identifies you and any beneficial owners or authorized users, and we may re-verify this information at any time. You agree to provide the information and documentation we reasonably request. We may delay, decline, suspend, reverse, limit, or report any transaction or account, and may decline to open or may close an account, where we or a Partner consider it necessary to manage legal, regulatory, sanctions, fraud, security, financial, or reputational risk, or where required by law or a Partner. We are not liable for any loss arising from these actions, and we may be prohibited by law from telling you the reason.

2J. Errors and Unauthorized Transactions

You must notify us promptly at legal@cybrid.app if you become aware of any error, discrepancy, or unauthorized activity relating to your account or a transaction. We will use commercially reasonable efforts to investigate and resolve the problem, but many transactions, including cryptocurrency and stablecoin transfers, wires, and currency conversions, are irreversible, and we cannot guarantee that any error can be corrected. 

This section does not limit any non-waivable rights you may have under applicable law.

2K. Your Accounts, Wallets, and Source of Funds

Each time you use the services, you represent that: 

1. you own or control the bank account and any cryptocurrency wallet you use, and they are not held for, or on behalf of, any undisclosed third party; and,
2. the funds and Assets you use are yours and are not, directly or indirectly, the proceeds of any unlawful or fraudulent activity; and, 
3. you are not using the services on behalf of, or for the benefit of, any sanctioned or prohibited person.

Cybrid and its Partners may require additional information about your wallet, your accounts, the source of your funds, and the parties to a transaction. We comply with information-sharing requirements that apply to transfers of Assets, such as “travel rule” requirements, and our requests for additional information may delay, decline, or reverse a transaction pending that information. 

You authorize Cybrid and its Partners to collect, use, and share transaction information with the operators of the payment networks used to process your transactions, and with other providers, as required by the rules of those networks.

2L. Monitoring Of Communications

Cybrid may monitor and record communications with you (including support calls and chats) for quality, training, security, and compliance purposes, and you agree to notify your personnel of this where applicable. Where you provide a phone number, Cybrid may contact you by phone or text in accordance with applicable law and any jurisdiction-specific terms.

2M. Non-Public Information

Each party may receive confidential or non-public information of the other in connection with this agreement. Each party will use the other’s confidential information only to perform under this agreement, will protect it with the same care it uses for its own confidential information (and no less than reasonable care), and will not disclose it to third parties except to its personnel, affiliates, and Partners who need it for purposes of this agreement, or as required by law. This section does not apply to information that is: 

1. widely known to the public; or,
2. becomes public through no fault of the receiving party; or,
3. was already known to the receiving party without restriction; or,
4. independently developed.

3. Our Software

3A. License To You

As part of using our services we may grant you access to our software, which you may use on a non-exclusive, royalty-free, worldwide, non-assignable basis. 

3B. No Modifications 

You may not modify our software. You also may not tamper with the software or use the software in a manner likely to cause degradation of our services. 

3C. No Resale

You may not sell, resell, license or  transfer any part of the software to any other person. 

3D. Display Of Prices

We may provide estimated prices for cryptocurrency, currencies, or other assets (any of which are referred to as “Assets”) to you through our software, services, or third-parties but we do not guarantee that any particular price will be achieved in your transaction or that this price represents the best price or even an available price. 

Prices may change rapidly, vary by market, and have less liquidity than necessary to achieve the optimal pricing for your transaction. Although Cybrid endeavours to provide the best pricing available, it may not always succeed in doing so due to the nature of global markets for Assets.  

3E. Role Of Cybrid Technology

By entering into this agreement you authorize Cybrid Technology to collect amounts due to any Cybrid affiliate listed in Schedule A, and you authorize it to transmit any information required to complete a transaction or for any compliance purpose to the appropriate subsidiary or contracted service provider. 

Cybrid Technology does not provide money transmission services, value transfer services, cryptocurrency storage/custody services, or any other regulated services, all of which are provided by other companies, whether within Cybrid or contracted by Cybrid. The company’s sole role shall be to provide you with software, and to connect you with the appropriate company that provides the services that you request. 

3F. Suggestions And Feedback

If you provide Cybrid with feedback, suggestions, or ideas about the services, you grant Cybrid Technology a worldwide, royalty-free, perpetual, irrevocable license to use and exploit that feedback for any purpose without obligation or compensation to you.

4. Payment For Services

4A. Current Pricing

You agree to pay for our services according to our current pricing, which shall be displayed at the time that you conduct a transaction.

4B. Market Estimates

Our fees are charged on top of the market-based pricing that we achieve for the Assets that you are buying or selling (e.g. an exchange from USD to CAD will have a fee on top of the market price for the currency pair amount and direction). 

In some cases, we may display an estimate to you, based on the pricing available to us, and which may vary slightly from the pricing actually achieved, depending on market conditions, and Cybrid shall credit or debit the difference within the transaction once the price is final.

4C. Deduction Of Fees

If you owe Cybrid money for fees then we may deduct that amount from a transfer of value that you conduct. If a valuation of the asset/currency is required in order to deduct the appropriate amount of money in the agreed-to currency for Cybrid’s fee then it shall make the conversion/valuation at the best market rate available to it at the time.

4D. Chargebacks, Reversals, And Other Fees

You are responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by Cybrid caused by or arising out of your breach of this agreement, and/or your use of the Cybrid Platform.

4E. Set-Off

You authorize Cybrid to collect the fees and other amounts payable to Cybrid or a Partner for or in connection with the services, and any other amounts you owe under this agreement, any of which are “Charges” by setting them off against and deducting them from any funds, transfers, or balances in your account, or that Cybrid or a Partner holds for you or processes on your behalf, and Cybrid may instruct Partners to do the same. Cybrid will give notice of any material set-off where required by law.

The remainder of this section applies only if you (a “Specified Business Customer”) are:  

1. a business that has entered into a “Partner Agreement” or similarly named agreement with Cybrid; or,
2. a business (or other entity) user and one or more of your affiliates also holds an account with Cybrid or a Cybrid national affiliate. 

Most users fall into neither of the above situations. 

If you are a Specified Business Customer the set-off rights of this section also extend to the amounts you owe Cybrid in that capacity, such as unpaid fees. If you are a Specified Business Customer and your affiliates also hold accounts, then, to the extent those affiliates have agreed to these terms, Cybrid may set off amounts owed by any of you against funds, transfers, or balances in any of your or their accounts. In each case, Cybrid may apply the funds in one account to amounts owed in connection with another, and may apply amounts owed to you in one capacity or account against amounts you owe in another.

4F. Cross-Guaranty

This section applies only if you are a Specified Business Customer.

You guarantee, as primary obligor and not merely as surety, the full and punctual payment and performance of all obligations owed to Cybrid, or any Cybrid affiliate, by you (or your affiliates), including all Charges, fees, reversals, chargebacks, penalties, indemnities, and the costs of enforcement and collection (collectively, the “Guaranteed Obligations”). 

You agree that your obligations, and the funds in each of your accounts, may be applied to the Guaranteed Obligations, and that Cybrid may treat the relevant accounts and obligations as cross-guaranteed and cross-collateralized. This is a guaranty of payment and performance and not of collection; it is continuing, absolute, and unconditional; and Cybrid may proceed against you for the Guaranteed Obligations without first proceeding against any other obligor, affiliate, or collateral. You waive promptness, diligence, notice of acceptance, presentment, demand, protest, and notice of non-payment with respect to the Guaranteed Obligations, and any requirement that Cybrid first enforce any other right or remedy. Your obligations under this section will be reinstated if any payment of a Guaranteed Obligation is rescinded or must be returned on insolvency or bankruptcy, and will be limited only to the extent necessary to avoid constituting a fraudulent transfer or conveyance under applicable law.

4G. Collections

If you fail to pay any amount when due, you are responsible for our reasonable out-of-pocket costs of collection (including reasonable legal fees) to the extent permitted by applicable law, together with interest on past-due amounts at the lower of 1.5% per month or the maximum rate permitted by applicable law. We may also suspend the services for non-payment as described in Section 9C.

4H. Erroneous Payments and Clawback

If Cybrid, a Partner, or another party sends funds or Assets to you in error (an “Erroneous Transfer”) then you do not own and have no right to keep them, and you must promptly return them on request. In the foregoing, the term “error” is intended to be very broad and includes your error, our error, a result of a duplicate, mistaken, or reversed transaction, a technical or processing error, or a blockchain error.

You authorize Cybrid to reverse any Erroneous Transfer and to set-off or deduct the corresponding amount from any funds, transfers, or balances in your account or that Cybrid or a Partner holds for you, and Cybrid may instruct Partners to do the same. Cybrid may also correct or reverse an entry made in error, and may decline, cancel, correct, reverse, or claw back a transaction (even after funds have been disbursed) where required by law or a Partner, or where Cybrid reasonably suspects fraud, error, or other prohibited or unlawful activity. Cybrid is not obligated to reinstate any cancelled or reversed transaction on the same terms.

4I. Taxes

Fees are exclusive of all taxes, levies, and duties. You are solely responsible for determining and paying any taxes applicable to your transactions, and Cybrid is not responsible for collecting, reporting, or remitting taxes on your behalf except as required by law.

5. Third-Party Partners

5A. Our Partners

You may access the Cybrid Platform through an interface provided by a third-party (a “Connected Platform”), and if you do so then we shall: 

1. transfer personal information or other information concerning you or your activities to that third-party in accordance with our privacy policies; and, 
2. send you notices or other types of communications through the third-party platform or directly, at our discretion. 

A Connected Platform or a service provider working in conjunction with Cybrid (e.g. a financial institution) or working on behalf of Cybrid is referred to as a “Partner” in this agreement. 

5B. Referral Fees

Cybrid may pay referral fees or other contingent compensation to third parties in relation to your transactions, but shall minimize the disclosure of any personal or confidential information in connection with the payment of any such fees. 

5C. Third-Party Support

If you access the Cybrid Platform through a Connected Platform then you may receive customer or technical support through that Connected Platform and Cybrid may delegate this responsibility in whole or in part, and the Connected Platform shall be a third-party beneficiary under this agreement. 

5D. Privacy

We collect, use, store, and share information about you and your transactions to provide the services, comply with law, and prevent fraud and other prohibited activity, as described in this agreement and the privacy policies referenced in section 1C and Schedule A. 

To deliver the services, you authorize us to share your information with our Partners and other service providers, and to obtain information about you and your transactions from them. Where you provide information about third parties, you represent that you have obtained any consents required for us and our Partners to use it. We may retain your information while your account is open and afterwards as required by law or for legitimate business purposes, and we may disclose your information to law-enforcement or regulatory authorities where required by law. We may also create and use aggregated or de-identified data that does not identify you for any lawful purpose. 

6. Service Standard, Warranty And Liability

6A. Service Standard

We endeavour to provide a fast, easy, and convenient service. Our engineers and other staff do their best to ensure this but there may be periods of unintended downtime or delays in completing transfers or other types of service degradation. You expressly acknowledge that Cybrid is not responsible for any delays (or consequences of delays) with respect to your use of the company’s services.

6B. No Warranty

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL CONTENT AND MATERIALS AVAILABLE THROUGH THEM ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS, AND CYBRID AND ITS PARTNERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, OR ERROR-FREE. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

6C. Limitation Of Liability For Cybrid Technology

Cybrid Technology’s liability to you shall be strictly limited to the greater of $500 Canadian Dollars or twice the amount that you have paid to Cybrid Technology in fees during the 12 months preceding your claim (not including any amounts paid to a Schedule A affiliate, even if collected on that entity’s behalf by Cybrid Technology). You acknowledge that this limitation of liability is necessary in order to provide technology services to you at no cost, and to connect you with the appropriate national affiliate of Cybrid that provides the services you request (whether independently or in conjunction with other service providers, banks, etc.). Cybrid Technology does not handle or receive money or any other Assets. 

6D. Limitation Of Liability For National Affiliates

The liability of any Cybrid national affiliate (as listed in Schedule A) to you shall be strictly limited to the greater of: a) $500 USD or b) 200% of the net amount you have paid to us (i.e. amounts sent to Cybrid minus amounts received from Cybrid [whether received by you or sent to an entity/place you have destinated]) over the 12 months preceding delivery of your notice of claim to us regarding alleged liability. 

Despite the above, in no case shall Cybrid be liable for losses related to: profits, revenues, business opportunities/relationships, goodwill, anticipated savings, indirect or consequential losses, special damages, and/or punitive damages. The limit of our liability to you shall be on an aggregate basis, including all legal costs or other expenses. 

6E. Excluded Subject Matter

The above limitations of liability (whether for Cybrid Technology, Cybrid or a national affiliate) do not apply to fraud, fraudulent misrepresentation, death or other personal injury by negligence, gross negligence or wilful misconduct. 

6F. No Returns

Cybrid does not accept returns for any Assets that it may sell to you. 

6G. No Advice

Cybrid does not provide advice, other than as part of customer support (which is provided without warranty of any kind), and you agree not to rely on any information provided by Cybrid as being advice. You should consult your own legal and tax advisors regarding legality and taxes of any transactions that you conduct. 

6H. Customer Support

Cybrid does not warrant that customer or technical support shall be accurate, timely, or suitable for your personal circumstances, and is offered only on a complimentary basis to you. The general disclaimer of warranties (above in section 6B) applies whether you are receiving services on a transaction-level basis, customer support, or technical support. 

6I. Contact Us If You Experience Any Issues

If you encounter a problem while using our services then you should contact us and we will do our best to resolve the issue. 

7. Indemnification And Force Majeure

7A. Indemnification Of Cybrid

To the maximum extent permitted by applicable law, you will defend, indemnify, and hold harmless Cybrid, its affiliates, and their respective officers, directors, employees, agents, Partners, and licensors from and against any claims, damages, losses, liabilities, costs, reasonable legal fees, and expenses arising out of or relating to: 

1. your breach of this agreement; or,
2. your breach of any Partner agreement that you have knowledge of; or,
3. your violation of any applicable law or the rights of any third party;  or,
4. your use of the Cybrid Platform or any Cybrid services, including any transaction or Instruction you initiate; or,
5. any data or information you provide; or, 
6. your negligence or willful misconduct. 

7B. When Indemnity Does Not Apply

The section 7A indemnification (above) does not apply to the extent a claim arises from Cybrid’s own gross negligence, willful misconduct, or fraud.

7C. Force Majeure

Notwithstanding any term of this agreement, Cybrid will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including, for example: an earthquake, a flood, tsunami, tropical storm, hurricane, natural disaster, fire, war, terrorism, civil unrest, labor disputes, governmental action, or failures or interruptions of the internet, telecommunications, blockchain networks, banking systems, or other infrastructure, or the acts or omissions of Partners or other third parties.

8. Legal Disputes

8A. Ineffective Terms Due To Applicable Law

Depending on your facts and jurisdiction, there may be terms of this agreement (including the agreements listed in Schedule A) that are not enforceable, and if that is the case, we do not intend for the term to apply to you, and there shall be no effect on the remaining operative clauses of this agreement. 

8B. Governing Law

This agreement shall be governed by the laws of the Province of Ontario and of the country of Canada. Services provided to you by national affiliates in Schedule A are governed by their respective governing law, as given in the jurisdiction-specific legal agreement. 

8C. Forum For Disputes

The courts of the City of Toronto, Ontario, shall be the exclusive forum for disputes between us, unless the subject matter of the dispute involves a national affiliate of Cybrid, in which case the jurisdiction for disputes shall be as given in the jurisdiction-specific legal agreement listed in Schedule A. 

If the subject matter of your dispute covers more than one jurisdiction, or it is indeterminate according to these terms, then you may file your dispute in the jurisdiction that is most convenient for you. 

If you bring an action in any other place then you shall be responsible for all of our legal costs that are incurred if we are successful in obtaining a stay (or similar outcome) in that other place. 

8D. Waiver And Delays

A delay in taking action shall not be a waiver of any right or obligation under this agreement. 

8E. Entire Agreement

This is the entire agreement between us, and this agreement supersedes any other representations, agreements, or other arrangements. By entering into this agreement you are representing that you have not relied on any communications or representations of any kind made by Cybrid, other than as explicitly given in this agreement. 

8F. Independent Parties

The Cybrid entities always act as independent contractors. Nothing in this agreement creates any partnership, joint venture, agency, employment, or fiduciary relationship between you and Cybrid, and Cybrid does not act as your agent, trustee, or fiduciary. Cybrid's Partners and other service providers identified in this agreement are intended third-party beneficiaries entitled to enforce the provisions of this agreement that benefit them.

8G. Time Limit for Claims

To the extent permitted by applicable law, any claim arising out of or relating to this agreement or the services must be brought within 1 year after the event giving rise to the claim, failing which the claim is permanently barred.

8H. Severability and Reformation

If any provision of this agreement is held to be invalid or unenforceable, that provision will be reformed to the minimum extent necessary to make it enforceable and to give maximum effect to the parties' intent, and the remaining provisions will continue in full force and effect.

9. Changes To This Agreement

9A. Current Contact Information

You must notify us immediately if your contact information changes. You are responsible for keeping the personal information that we have on file for you accurate. 

9B. Termination

Either party may end this agreement at any time by providing written notice or you may do so by making use of functionality built into the services. We may terminate this agreement with you at any time by providing you with notice and promptly returning any Assets that we are holding on your behalf. 

9C. Suspension

We may suspend access to your account in the event that we suspect that your account is being used for crime or another unlawful purpose, or that you have breached the terms of this agreement, in order to protect the integrity of the Cybrid Platform and comply with national legal obligations. 

9D. Transfer To An Acquirer

We may assign this agreement if Cybrid is acquired or part of Cybrid’s business is acquired, and we will provide you with at least two days' notice of the assignment. 

9E. Assignment

Cybrid may assign this agreement for any reason by providing you with 30 days notice. You may not assign this agreement without our consent and any purported assignment shall be void unless this provision is contrary to applicable law. 

9F. Amendment

Cybrid may amend this agreement by providing you with a reasonable opportunity to understand the changes, which shall be provided in writing at least 7 days before the effective date of any amendment to this agreement (or, the minimum period provided for in any applicable law that requires a longer period of time). 

If you do not agree to a proposed amendment then you must stop using our services. 

Notwithstanding the above, for material changes (including changes to the dispute-resolution, fee, limitation-of-liability, set-off, or cross-guaranty clauses) we will provide notice and, where the change materially affects your rights or where required by applicable law, we will seek your affirmative acceptance before the change applies to you, and your continued use of the services alone will not constitute acceptance of such a change.

9G. Legal Notice

For legal inquiries concerning your account you may contact us at legal@cybrid.app, and for all other inquiries please contact support@cybrid.app.

If any notice period in this agreement is not legally permitted in your jurisdiction then the legally mandated period for notice shall apply. 

9H. Electronically-Delivered Notices

All notices to you shall be made electronically, either delivered through the Cybrid Platform or by email to the email address that we have on file for you. 

9I. Survival

Any provision that by its nature should survive termination of this agreement will survive, including provisions relating to fees and amounts owing, set-off, intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, and dispute resolution.

9J. Electronic Records and Signatures

You consent to receive this agreement and all related disclosures, notices, and communications electronically, and you agree that your electronic acceptance and electronic signature have the same legal effect as a handwritten signature. 

You confirm that you are able to access and retain electronic records. Country-specific electronic-signature and electronic-records requirements (such as the US E-SIGN Act, as described in the Cybrid USA User Terms) apply where relevant.

9K. Unclaimed Property

If we hold funds for you that remain unclaimed, those funds may be subject to applicable abandoned- or unclaimed-property laws and may be reported and remitted to the relevant authority after the period required by law.

9L. Mobile Applications

If you access the Cybrid Platform through a mobile application obtained from a third-party app store (such as Apple's App Store or Google Play), you also agree to that store's applicable terms, the app-store operator is not responsible for the services, and, where required by the operator's terms, the operator is a third-party beneficiary of this agreement entitled to enforce it against you.

9M. Inactive Accounts

If your account is inactive for an extended period (for example, you do not transact or access it for one year), Cybrid may close it after providing written notice to you, subject to the return of any funds or Assets we hold for you and to applicable unclaimed-property law.

Schedule A: Cybrid’s National Affiliates

Canada

Cybrid Canada Inc. (“Cybrid Canada”), a federal corporation based in Ontario, provides services in Canada. Cybrid Canada’s privacy policy is available at: https://cybrid.xyz/legal/privacy-policy-canada. Cybrid Canada’s legal terms are available at: https://cybrid.xyz/legal/user-agreement-cybrid-canada-terms. 

United States of America

Cybrid, Inc. (“Cybrid USA”), a Delaware corporation based in New Jersey, provides services in the United States of America. Cybrid USA’s privacy policy is available at https://cybrid.xyz/legal/privacy-policy-usa. Cybrid USA’s legal terms are available at: https://cybrid.xyz/legal/user-agreement-cybrid-usa-terms.

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