Terms of Service

Last Updated: Jun 12, 2023

Please carefully read these Terms of Service (these “Terms of Service”) before using Crypto Fusion Center®  or applying for a Crypto Fusion Center account. These Terms of Service are a binding contract between CFC Digital Inc. (“CFC”) and Member (defined below) and govern Member’s use of Crypto Fusion Center. These Terms of Service exempt CFC and other persons from liability or limit their liability, specify the jurisdiction for resolution of disputes and contain other important provisions.

If you are a Member, then by using Crypto Fusion Center or applying for a Crypto Fusion Center account, and each time you use Crypto Fusion Center, you agree to be bound by these Terms of Service. If you are an authorized representative of a Member, then by using Crypto Fusion Center or applying for a Crypto Fusion Center account on behalf of Member, and each time you use Crypto Fusion Center on behalf of Member, you confirm Member’s agreement to be bound by these Terms of Service, and you represent and warrant that you have legal authority to agree to these Terms of Service on behalf of Member.

If Member does not agree to these Terms of Service, then neither Member nor any person on behalf of Member may use Crypto Fusion Center or applying for a Crypto Fusion Center account.

Definitions and Interpretation

    1. Definitions: In these Terms of Service, the following terms have the following meanings and other capitalized terms have the meanings set out elsewhere in these Terms of Service:
      1. “Account” means a valid and subsisting account for use of Crypto Fusion Center.
      2. “Authorized User” means an individual (natural person) who is authorized by Member to use Crypto Fusion Center on Member’s behalf. If Member is an individual (natural person), then Member may be an Authorized User.
      3. “Blacklist” means the list of “bad addresses” compiled by CFC using Incident Report and made available to Crypto Fusion Center users through Crypto Fusion Center.
      4. “CFC Content” means Incident Reports  that originate from CFC and its licensors and service providers.” means text, information, graphics, photographs, images, audio, video, location data and other forms of data or communication.
      5. “Crypto Fusion Center” means the online service that can be used to share Incident Report and communicate with other Crypto Fusion Center users, but does not include Incident Report.
      6. “Incident Report” means: Reports generated by CFC; New Reports by Members; (as defined in section 5.2); and Third Party Content (as defined in section 6.1). For greater certainty, Incident Report includes the Blacklist.
      7. “Crypto Fusion Center System” means the technologies, infrastructure, software, services, information and data used by or on behalf of CFC to operate Crypto Fusion Center.
      8. “Member” means the person (including an entity) that uses Crypto Fusion Center.
      9. “Membership” means Member’s valid and subsisting Membership for the use of Crypto Fusion Center.
      10. “Representatives” means directors, officers, employees, contract workers, agents and other personnel and representatives. Member’s Representatives are deemed to include all Authorized Users.
      11. “Services” means Crypto Fusion Center and all other services provided by CFC to or for the benefit of Member pursuant to these Terms of Service.
    2. Additional Terms and Conditions: Certain features or functionalities of Crypto Fusion Center may be subject to additional terms and conditions (collectively “Additional Terms and Conditions”) set out or referenced in these Terms of Service or the Order Form. If there is a conflict or inconsistency between these Terms of Service and any Additional Terms and Conditions, then the Additional Terms and Conditions will take priority and govern regarding the relevant features or functionalities of Crypto Fusion Center. 
    3. Changes to these Terms of Service: CFC may change these Terms of Service at any time and without any notice to Member by posting the changed Terms of Service on the Crypto Fusion Center website at cryptofusioncenter.com. The changed Terms of Service will be effective immediately on posting on the Crypto Fusion Center website, unless the changed Terms of Service expressly state otherwise. Member is solely responsible for checking the “Last Updated” date at the top of these Terms of Service and reviewing any changes since the previous version. By using Crypto Fusion Center after these Terms of Service have been changed by CFC, Member signifies Member’s agreement to the changed Terms of Service. Member may not change, supplement or amend these Terms of Service in any manner.

  • Permitted/Prohibited Members

    1. Age/Capacity: An individual may not use Crypto Fusion Center unless the individual is of legal age (the age of majority) in the jurisdiction in which the individual is located (which in most jurisdictions is either 18 or 19 years of age) and is capable of forming a binding contract under applicable law. A legal entity may not use Crypto Fusion Center unless the entity has all requisite power, capacity, authority and approvals required for the entity to lawfully accept these Terms of Service, and to lawfully perform the entity’s obligations and lawfully exercise the entity’s rights under these Terms of Service.
    2. Prohibitions: Unless CFC expressly agrees in writing otherwise, a person (including an individual or an entity) may not use Crypto Fusion Center if the person is prohibited by applicable law from using Crypto Fusion Center or if CFC previously prohibited the person from using Crypto Fusion Center, terminated an Account previously held by the person or refused to activate an Account for the person, or terminated any other agreement between the person and CFC. Each person who wishes to use Crypto Fusion Center is solely responsible for determining whether their use of Crypto Fusion Center is lawful and complies with these Terms of Service.
    3. Representations/Warranties by Member: By using Crypto Fusion Center or applying for an Account, Member represents and warrants that: Member is eligible to use Crypto Fusion Center as set out in section 2.1, and is not prohibited from using Crypto Fusion Center as set out in section 2.2; and Member’s acceptance of these Terms of Service and performance of Member’s obligations and exercise of Member’s rights under these Terms of Service will not conflict with, or result in the breach of, any express or implied obligation or duty (contractual or otherwise) now or in the future owed by Member to any other person.
    4. Verification of Member Information/Documents: By using Crypto Fusion Center or applying for an Account, Subscriber consents to CFC making reasonable inquiries and investigations (including inquiries with credit reporting agencies, public databases and government agencies) that CFC considers appropriate to verify the information and documentation provided by or on behalf of Member. On request by CFC at any time, Member will provide CFC with the information and documentation reasonably required for CFC to verify the information or documentation provided by or on behalf of Member.
    5. Reservation: Notwithstanding any other provision in these Terms of Service, CFC reserves the right in its discretion and for its sole convenience to refuse to allow any person to use Crypto Fusion Center or to revoke any previously granted permission to use Crypto Fusion Center.

  • Membership

    1. Details: The details of Member’s Membership of  Crypto Fusion Center (e.g. the term of the Membership, the specific functionalities or services of Crypto Fusion Center available for use by Authorized Users on behalf of Member and the maximum permitted number of Authorized Users) are set out in the Order Form.
    2. Permitted Use: Member and Authorized Users will use Crypto Fusion Center and Incident Report (including copying and downloading Incident Report) for the sole purpose of Member’s lawful, internal business purposes, only in the manner expressly permitted by Crypto Fusion Center, and in accordance with these Terms of Service, including all other applicable Additional Terms and Conditions and all applicable laws. Use of Crypto Fusion Center or Incident Report for any other purpose or in any other manner is strictly prohibited.
    3. Restrictions/Requirements: Member and Authorized Users will not: use Crypto Fusion Center or Incident Report in any manner, by any means, or for any purpose that is not expressly permitted by these Terms of Service; attempt to circumvent the ordinary navigational structure, technical delivery systems or display of Crypto Fusion Center or otherwise attempt to access or use Crypto Fusion Center or Incident Report by any means that is not deliberately made available for that purpose by CFC; use Crypto Fusion Center in a way that damages, disrupts, compromises, degrades or interferes with the integrity, functionality, operation, performance or security of Crypto Fusion Center or the Crypto Fusion Center System; license, sublicense, grant, sell, share (except as expressly set out in these Terms of Service), transfer, assign, pledge, create an interest in, or otherwise give or make available or permit the use of Crypto Fusion Center or Incident Report to or for the benefit of any person other than Member, whether as a service bureau or otherwise, and whether with or without charge; alter, attempt to circumvent, destroy, obscure or remove any notices (including trademark and copyright notices), proprietary codes or locks, means of identification, digital rights tools or management information, security or control measures or agreements on, in or in relation to Crypto Fusion Center or Incident Report; unless the Order Form expressly states otherwise, develop a software application for use with Crypto Fusion Center or Incident Report; reverse engineer or otherwise access or use Crypto Fusion Center or Incident Report or a Crypto Fusion Center System to create a product or service that is competitive with Crypto Fusion Center or any other product or service offered by CFC, or a product or service using similar ideas, features or functions; or permit, assist or encourage any other person to do any of the foregoing in this section 3.3 or to commit any act or omission that would be a breach of these Terms of Service if committed by Member or an Authorized User. A restriction set out in this section 3.3 does not apply if and to the extent, but only to the extent, that the restriction is prohibited by applicable law.
    4. Changes to Crypto Fusion Center: CFC in its discretion may change Crypto Fusion Center from time to time to improve the functionality, operation, performance or results of Crypto Fusion Center, and to the extent practicable in the circumstances CFC will give Member thirty (30) days’ prior notice of any substantive change to Crypto Fusion Center that CFC reasonably believes might adversely affect Member’s actual use of Crypto Fusion Center. 

  • Account, Credentials and Authorized Users

  • Account
      1. General: Member is required to have an Account in order to use Crypto Fusion Center. Member may have only one (1) Account. Subject to these Terms of Service, Member may apply for an Account using the processes made available for that purpose by CFC. CFC in its discretion may accept or reject Member’s application for an Account. The aspects or functionalities of Crypto Fusion Center available to Member may vary depending on the nature of Member’s Account. Member’s Account is personal to Member, and may not be shared with or used by any other person. Member is fully responsible and liable for all use and misuse of Member’s Account (including all transactions using Member’s Account) and for all resulting loss, damage and liability. Member will not permit any person (other than Authorized Users) to use Member’s Account. Member will immediately notify CFC if there has been any unauthorized use of Member’s Account.
      2. Accurate Information: To register for Crypto Fusion Center or sign up for an Account, or use certain aspects of Crypto Fusion Center, Member may be required to provide certain information about Member and Authorized Users, payment information and certain authorizations or instructions. Member represents and warrants that all information Member provides is true, accurate, current and complete, and Member will update the information from time to time so that it remains true, accurate, current and complete. CFC will rely on the information that Member provides. CFC is not under any obligation to verify the truth, accuracy, currency or completeness of any information Member provides, but CFC may do so in its discretion, and Member hereby consents to CFC making reasonable inquiries and investigations as CFC considers appropriate to verify the information provided by Member. Member hereby authorizes CFC to use, retain and disclose the information provided by Member as reasonably necessary to provide the Services and to otherwise perform CFC’s obligations and exercise CFC’s rights under these Terms of Service. Member is and will remain solely responsible and liable for all loss, damage and liability (including additional costs) that Member, CFC or any other person may incur as a result of Member’s submission of any false, incorrect or incomplete information, Member’s failure to promptly update Member’s information if it changes, or other breach of Member’s obligations under this section 4.1(b)
      3. Suspension/Deactivation of Account: Member for its sole convenience may give notice to CFC at any time requesting that CFC temporarily suspend or permanently deactivate Member’s Account. CFC for its sole convenience may temporarily suspend Member’s Account at any time effective immediately without any notice to Member or any other person. If Member’s Account is temporarily suspended or permanently deactivated by CFC for any reason (other than because the Account has not been unused), then Member may not create another Account without CFC’s express prior written consent.
    1. Credentials: Access to and use of Member’s Account will require use of valid and subsisting unique identifiers registered with Crypto Fusion Center (collectively “Credentials”).Credentials are specific to Member, and may not be shared with or transferred to any other person.CFC in its discretion may require Member to change Credentials from time to time.

    2. Authorized Users

      1. General: Member will access and use Crypto Fusion Center and Incident Report only through one or more Authorized Users.
      2. Restrictions/Requirements: To be an Authorized User, an individual must be of legal age (the age of majority) in the jurisdiction in which the individual is located (which in most jurisdictions is either 18 or 19 years of age) and is capable of forming a binding contract under applicable law. Unless CFC expressly agrees in writing otherwise, an individual may not be an Authorized User if CFC has previously prohibited the individual from using Crypto Fusion Center. CFC reserves the right in its discretion to refuse to permit any individual to be an Authorized User, and to restrict, suspend or terminate (in whole or in part) any Authorized User’s permission to use Crypto Fusion Center at any time and without any notice to Member or the Authorized User. By authorizing an individual to be an Authorized User, Member represents and warrants that the individual is eligible to be an Authorized User as set out in this section 4.3(b).
      3. Monitoring Use: Crypto Fusion Center will monitor and record information about each Authorized User’s access to and use of Crypto Fusion Center, and CFC may use that information for system administration purposes and to provide Services to Member, and may disclose or make that information available to Member and Member’s other personnel. Member will ensure that each Authorized User consents to the collection, use, disclosure and retention of information regarding the Authorized User and the Authorized User’s access to and use of Crypto Fusion Center as set out in this section 4.3(c) and as otherwise permitted by applicable law.
      4. Responsibility: Member is fully responsible and liable for all acts and omissions by or on behalf of each Authorized User and each Authorized User’s use of Crypto Fusion Center and Incident Report. Member will ensure that each Authorized User accesses and uses Crypto Fusion Center and Incident Report on behalf of Member only and strictly in accordance with the restrictions and requirements set out or referenced in these Terms of Service.
    3. Instructions/Authority: CFC may accept and act on any information or instruction provided through Member’s Account or given by an Authorized User using Credentials. CFC is not under any obligation to verify the actual identity or authority of any person accessing or using Member’s Account or Credentials, but CFC in its discretion may do so and may deny access to Member’s Account or refuse to accept or act on any information or instruction if CFC is not satisfied with the verification.

  • Member Reporting

    1. Member Report: In these Terms of Service: Member Report means content submitted, transmitted or provided by Member directly to another Crypto Fusion Center user through Crypto Fusion Center; or report  posted, submitted, contributed, transmitted or provided by Member to discussion forums and other Crypto Fusion Center functionalities generally made available to all Crypto Fusion Center users; 
    2. New Report: Member acknowledges that each New Report is publicly available to and accessible by all other Crypto Fusion Center users, and that a New Report  might be copied, disclosed, shared or otherwise made available to other persons who are not Crypto Fusion Center users. CFC has no responsibility or liability for or control over the use of a New Report  by other Crypto Fusion Center users or any other person.
    3. Compliance: Without limiting the generality of any other provision of these Terms of Service, Member is solely responsible and liable for New Reports and for ensuring that New Report complies with the restrictions and requirements set out in these Terms of Service (including Additional Terms and Conditions if any) and all applicable laws (including the laws of the jurisdiction in which Member is located).
    4. License/Waiver: Member hereby grants and agrees to grant CFC and its affiliates, suppliers, service providers and licensees a non-exclusive, world-wide, unrestricted, transferable, sublicensable, royalty-free, fully paid-up, perpetual, irrevocable right and license to use and exploit (including access, view, store, copy, reproduce, combine with other works, distribute, transmit, display and perform) Member Content in any manner and for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing any compensation or attribution to Member or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties. Member hereby grants to each other Crypto Fusion Center user a non-exclusive, non-sublicensable, non-transferable, restricted and limited license to use New Reports available by Member for the sole purpose of the Crypto Fusion Center user’s lawful, internal business purposes. Member hereby unconditionally and irrevocably waives and agrees to waive in favour of CFC and its affiliates, suppliers, service providers and licensees and all other Crypto Fusion Center users all moral rights and rights of authorship and attribution that Member has or may have in, to or associated with New Reports (the “New Reports License/Waiver”).
    5. Representation/Warranty: the User is solely responsible and makes all reasonable efforts to ensure information contained in New Report is true, accurate, current and complete. If Member becomes aware that any information in Member Content is untrue, inaccurate or incomplete, Member will correct that information using the tools provided by Crypto Fusion Center.
    6. Review/Removal and Deletion: CFC is not obligated to monitor, review or police the use of Crypto Fusion Center or monitor, review, screen, police, edit or remove New Reports, although CFC reserves the right to do so in its discretion and without any notice or liability to Member or any other person. CFC reserves the right to refuse to post or to remove any New Report  in whole or in part, that CFC in its discretion considers to be unacceptable, undesirable or in violation of these Terms of Service or any Additional Terms and Conditions, without any notice or liability to Member or any other person. Member acknowledges that Crypto Fusion Center does not permit Member to remove New Reports and copies of New Reports might continue to exist and be accessible by other persons through Crypto Fusion Center or otherwise (including by persons who have previously downloaded, copied, received or otherwise obtained Member Content). CFC is not responsible or liable for any removal or deletion of Member Content.
    7. Authorization/Consent: Member acknowledges that CFC may in its sole discretion report any information regarding unlawful conduct, including information regarding unlawful conduct contained in Member Content, to applicable law enforcement agencies at any time without any notice or liability to Member or any other person.
    8. Retention by CFC: For greater certainty, and notwithstanding the foregoing in this section 5 or any other provision of these Terms of Service, CFC may include copies of Member Content in CFC’s archives and back-up systems and may permanently retain copies of Member Content for legal compliance and administrative purposes.
    9. Blacklist: Crypto Fusion Center may permit Member to submit a request for  CFC to add a “bad address” to the Blacklist. Member acknowledges that the Blacklist may be accessed and used by other Crypto Fusion Center users and, if Member uses the functionality provided by Crypto Fusion Center to submit an address to the Blacklist, Member acknowledges that CFC may in its discretion add the address to the Blacklist. Member is solely responsible and liable for all addresses that Member submits to the Blacklist and Member represents and warrants that, to the best of Member’s knowledge, the information that Member provides in respect of each address that Member submits to the Blacklist is true, accurate, current and complete. Other details and information regarding access to the Blacklist can be done through https://cryptofusioncenter.io/developers/blacklist-feed. 
    10. Responsibility: CFC does not guarantee the accuracy, veracity or completeness of any Incident Report, including New Reports  and the Blacklist. CFC has no responsibility or liability for or control over the conduct of Crypto Fusion Center users or any Incident Report. Member is solely responsible for Member’s and each use of Crypto Incident Report feature and Member’s interactions with other Crypto Fusion Center users. Member and each Authorized User interacts with other Crypto Fusion Center users and accesses and uses Crypto Fusion Center at Member’s own risk. Member will not make any claim against CFC arising from, connected with, or relating to use of Crypto Fusion Center or interactions with other Crypto Fusion Center users by or on behalf of Member.
    11. Offline Contact with Other Crypto Fusion Center Users: Member acknowledges that Member may submit a request to CFC through Crypto Fusion Center to obtain the contact information of another Crypto Fusion Center user to communicate with that Crypto Fusion Center user offline. CFC is not obligated to respond to any request for or may refuse to provide the contact information of another Crypto Fusion Center user at any time in CFC’s discretion, including if the recipient Crypto Fusion Center user does not consent to CFC’s provision of the recipient Crypto Fusion Center user’s contact information to Member. If Member is the recipient Crypto Fusion Center user and consents to CFC’s provision of Member’s contact information to another Crypto Fusion Center user, Member does so entirely at Member’s own risk. Member acknowledges that any offline communications that may occur between Member and another Crypto Fusion Center user as described in this Section 5.12 are not part of Crypto Fusion Center and are not governed by these Terms of Service, and CFC has no responsibility or liability for or control over any of those offline communications..

  • Ownership/Proprietary Rights

    1. Ownership: Crypto Fusion Center is protected by Canadian and international intellectual property rights and laws, including copyright and trademark. As between Member and CFC: Crypto Fusion Center and CFC Content are owned solely by CFC and its licensors;  New Reports reported by any member is owned solely by that Member; Member’s use of Crypto Fusion Center and Incident Report does not transfer to Member any right, title or interest in, to or associated with Crypto Fusion Center, CFC Content or Third Party Content.
    2. Feedback: If Member or any of its Representatives gives to CFC or any of CFC’s personnel any feedback (including ideas or suggestions for enhancements or improvements) about a Service (including Crypto Fusion Center), Crypto Fusion Center System or Incident Report, then CFC and its licensors and their respective successors, assigns and licensees may use and commercialize the feedback without providing any compensation to Member or any other person, and CFC and its licensors and their respective successors, assigns and licensees will at all times solely own and retain all rights, title and interests (including all intellectual property rights) throughout the world in, to and associated with all works created, enhanced or improved using or based on the feedback. For greater certainty, Member and Authorized Users will not include in any feedback any information that is confidential or proprietary to Member or any other person.
    3. Crypto Fusion Center Systems: All Crypto Fusion Center Systems and related intellectual property rights (including copyright and patents) are protected throughout the world by international laws and treaties. Notwithstanding any other provision of these Terms of Service, and for greater certainty, under no circumstances will CFC be obligated to provide, nor will Member or any other person be entitled to directly or indirectly receive, obtain, access or use, a copy of any of the software or other technologies that are part of any Crypto Fusion Center System or are otherwise used by or on behalf of CFC to provide any Service.
    4. Trademarks: Crypto Crypto Fusion Center® and other related marks are registered or unregistered trademarks of CFC or its licensors. Member does not have and will not acquire any license or right to use any of those trademarks.
    5. Reservation of Rights: All rights not expressly granted by a Party under these Terms of Service are reserved to the Party.

  • Other Matters

    1. Legal Compliance: Member will comply, and will ensure that any and all use by or on behalf of Member of any Service (including Crypto Fusion Center) and Incident Report complies, with all applicable laws, including all laws relating to data security, privacy, personal information protection, consumer protection, credit reporting and investigations.
    2. Technical Requirements: Member is solely responsible and liable for obtaining, provisioning, configuring, maintaining, paying for, and protecting from loss and damage, all equipment (including compatible personal computers and mobile computing devices), software (including compatible browser software) and services (including internet access) necessary for the use of Services (including transmission of data to and from Crypto Fusion Center and related Crypto Fusion Center Systems) by or on behalf of Member and Authorized Users.
    3. Subcontractors/Service Providers: CFC in its discretion may engage subcontractors and service providers (including providers of infrastructure or data centre services) to assist CFC to perform Services, provided that CFC will remain fully responsible and liable for all Services and the performance of all of CFC’s obligations under these Terms of Service.
    4. Notifications: Member will promptly notify CFC if Member or any Authorized User: knows of or suspects any unauthorized access to or use of Crypto Fusion Center or Incident Report; or becomes aware of a complaint, claim or allegation by any other person arising from, connected with or relating to Crypto Fusion Center or Incident Report or the use of Crypto Fusion Center or Incident Report by or on behalf of Member, and on request by CFC Member will cooperate with and assist CFC to investigate and respond to the complaint, claim or allegation (as applicable).

    5. Complaints/Enforcement

      1. Complaints: Complaints regarding Crypto Fusion Center, copyright infringement, unauthorized use of personal information, misconduct by Crypto Fusion Center users or other matters may be made by reaching out via email at complaints@cryptofusioncenter.com.
      2. Enforcement: CFC is not under any obligation to enforce these Terms of Service or take other legal measures on Member’s behalf against any other person (including another Crypto Fusion Center user). CFC reserves the right to respond to complaints as CFC considers appropriate in its discretion, all without notice or liability to Member or any other person.
      3. Disputes: CFC is not responsible or liable for monitoring or resolving disputes between Member and any other Crypto Fusion Center user.
    6. Compliance: Member represents and warrants to use the Crypto Fusion Center in strict compliance of these Terms of Service. 

  • Indemnities

  • Indemnity by Member
        1. Defence and Indemnity: Member will defend, indemnify and hold harmless CFC and Representatives from and against any and all claims, complaints, demands, investigations, actions, suits and proceedings by any person, including any other Crypto Fusion Center user (each a “Third Party Claim/Proceeding”) and all resulting liabilities and obligations (including damages, administrative monetary penalties, financial sanctions, settlement payments, expenses and costs, including lawyer’s fees) arising from, connected with or relating to: the use by or on behalf of Member or an Authorized User of any Service (including Crypto Fusion Center) or Incident Report; any address on the Blacklist that was identified by Member as belonging on the Blacklist; or any negligence, misconduct or breach of these Terms of Service, or any actual or alleged violation of any applicable law or infringement of any rights, by or on behalf of Member or any other person for whom Member is responsible under these Terms of Service or at law; except that the foregoing in this section 9.1(a) does not apply to an IP Infringement Lawsuit or an IP Infringement Judgment for which CFC is obligated to defend or indemnify Member pursuant to section 9.2.
        2. Procedure: If CFC requests that Member defend and indemnify CFC or any of its Representatives in respect of a Third Party Claim/Proceeding pursuant to section 9.1(a), then CFC will: give Member prompt notice of the Third Party Claim/Proceeding (provided that a failure to give prompt notice will only relieve Member of Member’s obligations under section 9.1(a) if the failure to give prompt notice has caused, or is likely to cause, prejudice to Member); permit Member to control the defence and settlement of the Third Party Claim/Proceeding, provided that Member will not settle the Third Party Claim/Proceeding without CFC’s express, prior written consent, which consent will not be unreasonably withheld or delayed; agree that the same legal counsel may jointly represent CFC, Member and all other defendants in the Third Party Claim/Proceeding; and on written request by Member, reasonably cooperate with and assist Member regarding the defence and settlement of the Third Party Claim/Proceeding. CFC and its Representatives retain the right to participate (with counsel of their own selection at their sole cost and expense) in the defense of and settlement negotiations relating to any Third Party Claim/Proceeding.

      1. IP Infringement Indemnity by CFC

        1. Definitions: In these Terms of Service: “IP Infringement Lawsuit” means a lawsuit brought against Member and its Representatives by any third party in a court of competent jurisdiction in a Protected Jurisdiction that is based solely on an allegation that Member’s use of Crypto Fusion Center in accordance with these Terms of Service infringes or misappropriates a copyright or trademark under the laws of the Protected Jurisdiction; “IP Infringement Judgment” means a final judgment against Member or its Representatives in favour of a third party issued in an IP Infringement Lawsuit to the extent that the judgment is based on a finding that Member’s use of Crypto Fusion Center in accordance with these Terms of Service infringes or misappropriates a copyright or trademark under the laws of a Protected Jurisdiction; and “Protected Jurisdiction” means Canada, the United States of America, Japan and any state that is a member of the European Union.
        2. Defence and Indemnity: Subject to section 9.2(d), on request by Member CFC will defend Member and its Representatives against an IP Infringement Lawsuit and indemnify Member and its Representatives against a resulting IP Infringement Judgment, provided that Member and its Representatives: give CFC prompt notice of the IP Infringement Lawsuit and any related demand (provided that a failure to give prompt notice will only relieve CFC of CFC’s obligations under this section 9.2(b) if the failure to give prompt notice has caused, or is likely to cause, prejudice to CFC); permit CFC to control the defence and settlement of the IP Infringement Lawsuit and any related demand, provided that CFC will not settle the IP Infringement Lawsuit or a related demand in a way that imposes any obligation on Member or its Representatives without Member’s express, prior written consent, which consent will not be unreasonably withheld or delayed; agree that the same legal counsel may jointly represent Member and its Representatives, CFC and all other defendants in the IP Infringement Lawsuit; and on written request by CFC, reasonably cooperate with and assist CFC regarding the defence and settlement of the IP Infringement Lawsuit and any related demand. Member and its Representatives retain the right to participate (with counsel of their own selection at their sole cost and expense) in the defense of and settlement negotiations relating to an IP Infringement Lawsuit.
        3. Additional Remedies: Subject to section 9.2(d), if an IP Infringement Judgment prohibits Member from continued use of Crypto Fusion Center in accordance with these Terms of Service, or if at any time CFC reasonably believes that Crypto Fusion Center is likely to become the subject of an IP Infringement Judgment, then CFC in its discretion will either: obtain for Member the right to continue to use Crypto Fusion Center in accordance with these Terms of Service; modify Crypto Fusion Center to make it non-infringing; or terminate the Membership and promptly refund to Member the unused prorated portion of all Fees paid in advance by Member for the terminated Membership.
        4. Exclusions/Limitation: Sections 9.2(b) and 9.2(c) do not apply to an IP Infringement Lawsuit or an IP Infringement Judgment based on any actual or alleged infringement or misappropriation arising from, connected with, or relating to any of the following: Third Party Content or Member Content; use of Crypto Fusion Center in combination with any services, technology, software, hardware, data or other materials not provided by CFC or expressly authorized by these Terms of Service (if the infringement allegation would not have been made absent the combination); or a breach of these Terms of Service by Member or any wrongful act or omission by Member or any person (including an Authorized User) for whom Member is responsible under these Terms of Service or at law. Notwithstanding any other provision of these Terms of Service, in no event and under no circumstances will the total aggregate amount of CFC’s obligations and liabilities pursuant to this section 9.2 (including all legal fees paid by CFC to defend against IP Infringement Lawsuits and all amounts paid by CFC to settle IP Infringement Lawsuits or related demands or to satisfy any obligations or liabilities resulting from IP Infringement Judgments) ever exceed the sum of $250,000.
        5. Exclusivity: This section 9.2 states Member’s sole remedies, and CFC’s sole obligations and liabilities, for any and all claims, complaints, demands, investigations, actions, suits and proceedings arising from, connected with, or relating to any actual or alleged infringement or misappropriation of any rights (including any intellectual property right) of any third party. 

  • Disclaimers

    1. General disclaimer: to the maximum extent permitted by applicable law, and except for the representations and warranties expressly set out in these terms of service, services, CFC  content and third party content is provided by CFC “as is”, “as available” and “with all faults”, and without any representations, warranties, conditions or guarantees of any nature or kind whatsoever, whether express, implied or statutory, or arising from custom or trade usage or by any course of dealing or course of performance (including any representations, warranties, conditions or guarantees of or relating to accuracy, completeness, correctness, durability, fitness for a particular purpose, merchantability, non-infringement, performance, quality, results, suitability, timeliness or title), all of which are hereby disclaimed by CFC  to the fullest extent permitted by applicable law. Except for the representations and warranties expressly set out in these terms of service, no oral or written information or advice given by or on behalf of CFC  will create any legally binding or effective representation, warranty, condition or guarantee. member is solely responsible and liable for the selection and use of services or incident report to achieve member’s intended results.
    2. Specific acknowledgements and disclaimers: without limiting section 10.1, and notwithstanding any other provision of these terms of service:
  1. General acknowledgement: Member acknowledges that Member is solely responsible for the selection and use of crypto Fusion Center and incident report to achieve member’s intended results, and member uses Crypto Fusion Center and incident report at member’s own risk. CFC  does not verify the accuracy, currency or completeness of Incident report. member acknowledges that Incident report might not be correct, accurate, current or complete. CFC is not responsible or liable for any incident report or any delay or deficiency in crypto fusion center or incident report or any breach of these terms of service Caused by any delay or failure by any third party to provide accurate, current and complete third party content. Cfc will not be responsible or liable to member or any other person for any damage, loss or liability arising from, connected with or relating to the use of crypto fusion center or incident report.
  2. Technology and security: member acknowledges that services and incident report might be affected by circumstances beyond cfc’s control, might not be continuous, uninterrupted or secure, and are subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Cfc is not responsible or liable for any delays, failures or any damage, loss or liability resulting from any of those problems. member acknowledges that security measures used by or on behalf of cfc and its subcontractors and service providers might not protect the crypto fusion center system or data stored or processed in the crypto fusion center system against unauthorized access, use or disclosure. Cfc is not responsible or liable for any unauthorized access to, or use, alteration, theft or destruction of, the crypto fusion center system or any data stored or processed in the crypto fusion center system, whether through accident, fraudulent means or devices, or any other method.
  3. No professional advice: services and incident report do not constitute or include any kind of professional advice, including any legal, financial, investment, accounting or tax advice. member is solely responsible and liable for conducting all necessary inquiries and investigations (including conducting appropriate due diligence) and obtaining all appropriate professional advice (including legal, financial, investment, accounting or tax advice) in all relevant jurisdictions to ensure that member’s performance of member’s obligations and exercise of member’s rights under these terms of service and the use of services and incident report by or on behalf of member complies with all applicable laws and best practices in all relevant jurisdictions and does not violate, infringe or misappropriate any rights of any person in any relevant jurisdiction.
  4. Authorized user misconduct/credentials: member accepts and assumes all risk of damage, loss and liability resulting from any unauthorized use of any service (including crypto fusion center) and incident report by any authorized user or the unauthorized use or disclosure of credentials. Cfc is not required to verify the actual identity or authority of any person using credentials, and cfc may act on any communication that is given with the use of credentials.

  • Liability Exclusions/Limitations

    1. EXCLUSIONS/LIMITATIONS: NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OF SERVICE EXCEPT SECTION 11.2, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
  1. EXCLUSIONS: THE LIABILITY (IF ANY) OF EACH PARTY AND ITS REPRESENTATIVES TO THE OTHER PARTY AND ITS REPRESENTATIVES ARISING FROM, CONNECTED WITH OR RELATING TO THESE TERMS OF SERVICE, THE SUBJECT MATTER OF THESE TERMS OF SERVICE (INCLUDING CRYPTO FUSION CENTER AND INCIDENT REPORT) AND THE RESULTING RELATIONSHIP BETWEEN THE PARTIES IS LIMITED TO DIRECT DAMAGES SUFFERED BY THE OTHER PARTY ONLY, AND IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ANY OF ITS REPRESENTATIVES BE LIABLE TO THE OTHER PARTY OR ANY OF ITS REPRESENTATIVES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE OF ANY NATURE OR KIND WHATSOEVER OR FOR ANY LOSS OF DATA, LOSS OF INFORMATION, LOSS OF BUSINESS, LOSS OF MARKETS, LOSS OF SAVINGS, LOSS OF INCOME, LOSS OF PROFITS, LOSS OF USE, LOSS OF PRODUCTION OR LOSS OF GOODWILL, ANTICIPATED OR OTHERWISE;
  2. LIMITATIONS: WITHOUT LIMITING SECTION 11.1(A), IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY AND ITS REPRESENTATIVES TO THE OTHER PARTY AND ITS REPRESENTATIVES ARISING FROM, CONNECTED WITH OR RELATING TO THESE TERMS OF SERVICE, THE SUBJECT MATTER OF THESE TERMS OF SERVICE (INCLUDING CRYPTO FUSION CENTER AND INCIDENT REPORT) AND THE RESULTING RELATIONSHIP BETWEEN THE PARTIES EVER EXCEED THE LESSER OF $500,000 OR THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY MEMBER TO CFC FOR THE MEMBERSHIP DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE DATE ON WHICH THE LIABILITY AROSE; AND
  3. APPLICATION: FOR GREATER CERTAINTY, THIS SECTION 11.1 APPLIES TO LIABILITY UNDER ANY THEORY (INCLUDING CONTRACT, TORT, STRICT LIABILITY AND STATUTORY LIABILITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING FUNDAMENTAL BREACH OR GROSS NEGLIGENCE) BY THE LIABLE PARTY OR ANY OF ITS REPRESENTATIVES, EVEN IF OTHER REMEDIES ARE NOT AVAILABLE OR DO NOT ADEQUATELY COMPENSATE FOR THE LOSS OR DAMAGE, EVEN IF THE LIABLE PARTY KNOWS OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF THE LOSS OR DAMAGE BEING INCURRED, AND REGARDLESS OF WHETHER OR NOT THE LOSS OR DAMAGE WAS FORESEEABLE.
  1. EXCEPTIONS: SECTION 11.1 DOES NOT APPLY TO ANY OF THE FOLLOWING: THE OBLIGATIONS SET OUT IN SECTION 10 OR A BREACH OF THOSE OBLIGATIONS; LIABILITY FOR BREACH OF SECTION 3.2; LIABILITY FOR BREACH OF SECTION 5.4; LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS; AND LIABILITY FOR FRAUD OR FOR MISCONDUCT THAT IS WILLFUL AND INTENDED TO CAUSE HARM TO THE OTHER PARTY OR ITS REPRESENTATIVES.
  2. ACKNOWLEDGEMENT: THE ALLOCATION OF RISK SET OUT IN THESE TERMS OF SERVICE IS AN ESSENTIAL PART OF THE BARGAIN BETWEEN THE PARTIES, A CONTROLLING FACTOR IN SETTING THE AMOUNT OF FEES, AND AN INDUCEMENT TO THE PARTIES TO ENTER INTO THESE TERMS OF SERVICE.

  • Term and Termination

    1. Term: The term of these Terms of Service will commence on the start date of the Membership (as specified in the Order Form) and will continue in full force and effect until the Membership ends or is cancelled or terminated in accordance with these Terms of Service.

Termination for Convenience: Notwithstanding any other provision of these Terms of Service: Member may, at any time and for Member’s sole convenience, terminate these Terms of Service as they apply to Member effective immediately by permanently deactivating Member’s Account and permanently ceasing to use Crypto Fusion Center; and CFC may, at any time and for CFC’s sole convenience, terminate these Terms of Service as they apply to Member effective immediately by either deactivating Member’s Account or giving a notice of termination to Member, and if that results in the termination of a paid Membership then CFC will promptly refund to Member the unused prorated portion of the Fee that Member paid in advance for the terminated Membership.

  1. Termination for Cause: Notwithstanding any other provision of these Terms of Service, if Member breaches these Terms of Service then CFC in its discretion may terminate these Terms of Service as they apply to Member effective immediately by deactivating Member’s Account or giving a notice of termination to Member.
  2. Discontinuation: Notwithstanding any other provision of these Terms of Service, CFC in its discretion may terminate the Membership at any time effective immediately on notice of termination to Member if either: CFC reasonably determines that continued provision of any or all aspects of Crypto Fusion Center becomes impossible, impracticable or undesirable due to a change in applicable laws; or CFC in its discretion decides to cease making Crypto Fusion Center generally commercially available. On termination of a Membership pursuant to this section 12.4, CFC will refund to Member the unused prorated portion of all Fees paid in advance by Member for the terminated Membership.
  3. Consequences of Expiration/Termination: If these Terms of Service expire or is terminated for any reason: the Membership will terminate immediately and automatically, without notice to Member, and Member will no longer be entitled to access or use Member’s Account or any Service; Member will no longer be entitled to access or download Incident Report; Member may retain and use all previously downloaded Incident Report in accordance with these Terms of Service; each Party will comply with the Party’s obligations set out in these Terms of Service arising on termination of these Terms of Service; each Party will remain fully responsible and liable for all of the Party’s obligations and liabilities arising before the expiration or termination of these Terms of Service; and MemberMember will promptly pay all amounts due and owing under these Terms of Service.
  4. No Cancellation: Notwithstanding any other provision of these Terms of Service, any and all transfers, assignments, waivers and licenses granted or made by MemberMember under these Terms of Service (including in section 5.5) are and will remain perpetual and irrevocable and will survive indefinitely after the termination of this Agreement, and Member will not terminate, revoke or rescind any of the transfers, assignments, waivers and licenses granted or made by Member under these Terms of Service for any reason or cause whatsoever. If CFC commits any breach (whether fundamental or not) of these Terms of Service or any other agreement or any other wrongful act or omission, and whether or not the breach or wrongful act or omission is capable of being remedied, Member’s sole rights and remedies in respect of the breach are limited to Member’s rights and remedies other than termination, revocation or rescission of the transfers, assignments, waivers and licenses granted or made by Member under these Terms of Service. No breach of these Terms of Service by CFC will constitute a repudiation of these Terms of Service by Member.

  5. Suspension of Crypto Fusion Center

    1. Suspension: CFC may suspend provision of Crypto Fusion Center immediately on notice to Member if any of the following events (each a “Suspension Event”) occurs: Member breaches these Terms of Service and fails to cure the breach within fourteen (14) days after Member’s receipt of notice of the breach from CFC; CFC’s right or license to lawfully use any infrastructure, technologies, services or data (including Incident Report) provided by or obtained from any third party required for provision of Crypto Fusion Center is disputed, suspended or terminated for any reason;  CFC reasonably believes that the integrity, functionality, operation, performance, results, reliability or security of Crypto Fusion Center or any related Crypto Fusion Center System or any related data may have been damaged, disrupted, compromised or degraded, or to prevent a risk of damage, disruption, compromise or degradation to the integrity, functionality, operation, performance, results, reliability or security of Crypto Fusion Center or any related Crypto Fusion Center System or any related data; or CFC reasonably believes that the suspension of Crypto Fusion Center is required by applicable law or is reasonably necessary to prevent or mitigate an imminent risk of harm, loss, damage or liability. To the extent reasonably practicable, CFC will give Member reasonable prior notice of a suspension of Crypto Fusion Center pursuant to this section 12.6(a). CFC’s suspension of Crypto Fusion Center due to the occurrence of a Suspension Event pursuant to this section 12.6(a) will not be a breach of these Terms of Service by CFC or give rise to any liability by CFC to Member or any other person.
    2. Resolution/Reinstatement: If CFC suspends provision of Crypto Fusion Center due to the occurrence of a Suspension Event pursuant to section 12.6(a), then: the Parties will reasonably cooperate and assist each other to resolve the Suspension Event (if practicable); and CFC will reinstate provision of Crypto Fusion Center promptly after the Suspension Event is resolved to CFC’s reasonable satisfaction.
  6. Survival: Notwithstanding any other provision of these Terms of Service, each of sections 4.3(d), 5, 7, 8, 8.6, , 9, , 10, 11, 12.5, 12.6, 12.8 and 13 of these Terms of Service, and all other provisions of these Terms of Service necessary to the interpretation or enforcement of those sections, will survive the expiration or termination of these Terms of Service and will remain in full force and effect and be binding on the Parties as applicable.

  • General

      1. Publicity: CFC may include Member’s name in any published (including on CFC’s website) list or directory of CFC’s customers.
      2. Notices: Unless these Terms of Service expressly state otherwise: CFC may deliver invoices, payment confirmations and notices to Member by email, facsimile or courier delivery to Member’s addresses set out on the Order Form or by message notified to an Authorized User while using Crypto Fusion Center; and Member will give all notices to CFC under these Terms of Service in writing delivered to CFC by email to [email protected].
      3. Governing Law: These Terms of Service and the subject matter of these Terms of Service and all related matters will be governed by, and construed and interpreted solely in accordance with, the laws of the Province of British Columbia, Canada and applicable federal laws of Canada, excluding any laws that implement the United Nations Convention on Contracts for the International Sale of Goods, the Uniform Commercial Code or the Uniform Computer Information Transactions Act, and excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws.

      4. Disputes

        1. Disputes: All disputes, controversies and claims between the Parties arising under, out of, in connection with, or in relation to these Terms of Service (each a “Dispute”) will be resolved in accordance with this section 13.4 unless the Parties expressly agree in writing otherwise.
  • Negotiation: If there is a Dispute, then either Party may give a notice (a “Dispute Notice”) to the other Party requiring the Parties to attempt to resolve the Dispute through negotiation, and the Parties will then cause their respective authorized senior representatives to meet (by conference call or in person) on a mutually acceptable date and time within seven (7) days after the date on which the Dispute Notice is delivered to discuss and attempt to resolve the Dispute. If a Dispute is not fully and finally resolved within fifteen (15) days after the date on which the Dispute Notice is delivered, then either Party may refer the Dispute to arbitration pursuant to section 13.4(c). All communications (oral and written) made in the course of negotiations regarding a Dispute pursuant to this section 13.4(b) will be deemed “without prejudice” and will not be admissible into evidence in arbitration or any other legal proceeding unless the communication is in writing and is expressly identified as being made “with prejudice”.
      1. Arbitration: Subject to section 13.4(d), a Dispute that is not resolved by the Parties pursuant to section 13.4(b) will be referred to and finally resolved by confidential binding arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules. The number of arbitrators will be one. The place of arbitration will be Vancouver, British Columbia. The language of the arbitration will be the English language. If ICDR Canada is not operative, then the arbitration will proceed ad hoc and be governed by the Arbitration Act (British Columbia). Any award rendered in an arbitration is final and binding, and judgment on the award may be entered in any court having jurisdiction for the enforcement of the award.
      2. Litigation: Notwithstanding sections 13.4(b) and 13.4(c), either Party may seek preliminary or temporary injunctive relief and other remedies from the Supreme Court of British Columbia sitting in Vancouver, British Columbia to avoid irreparable harm or to preserve the status quo, and the Parties hereby irrevocably submit and attorn to the original and exclusive jurisdiction of that court in respect of all of those matters and any other matter that is not properly subject to arbitration pursuant to section 13.4(c). Each Party irrevocably waives all rights to trial by jury.
    1. Interpretation: In these Terms of Service: a reference to “these Terms of Service” refers to these Terms of Service as a whole, and not just to the particular provision in which those words appear; headings are for reference only and do not define, limit or enlarge the scope or meaning of these Terms of Service or any of its provisions; words importing the singular number only include the plural, and vice versa; reference to a day, month, quarter or year means a calendar day, calendar month, calendar quarter or calendar year, unless expressly stated otherwise; a reference to currency is to the lawful money of the United States of America, unless expressly stated otherwise; “discretion” means a person’s sole, absolute and unfettered discretion; “including” or “includes” means including or includes (as applicable) without limitation or restriction; “in writing” or similar terms includes email, unless expressly stated otherwise; “law” includes common law, equity, statutes and regulations, and a reference to a specific statute includes all regulations made under the statute and all amendments to, or replacements of, the statute or any regulation made under the statute in force from time to time; and “person” includes an individual (natural person), corporation, partnership, joint venture, association, trust, unincorporated organization, society and any other legal entity.
    2. Force Majeure: Notwithstanding any other provision of these Terms of Service, CFC will not be liable for any delay in performing or failure to perform any of CFC’s obligations under these Terms of Service to the extent performance is delayed or prevented due to a cause or circumstance that is beyond CFC’s reasonable control, any delay or failure of that kind will be deemed not a breach of these Terms of Service by CFC and the time for CFC’s performance of the affected obligation will be extended by a period that is reasonable in the circumstances.
    3. Miscellaneous: The Parties are non-exclusive, independent contracting parties, and nothing in these Terms of Service or done pursuant to these Terms of Service will create or be construed to create a partnership, joint venture, agency, employment or other similar relationship between the Parties. These Terms of Service are binding on and will enure to the benefit of the Parties and their respective successors and permitted assigns.Member may not assign these Terms of Service without CFC’s express, prior written consent. CFC in its discretion may assign these Terms of Service. If any provision of these Terms of Service are held by a court or arbitrator to be invalid or unenforceable for any reason, then the provision will be deemed severed from these Terms of Service and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of the severance these Terms of Service would fail in its essential purpose. If CFC’s consent or approval is required under these Terms of Service, then CFC in its discretion may withhold the consent or approval unless these Terms of Service expressly specifies otherwise. No consent or waiver by CFC to or of a breach of these Terms of Service by Member will be effective unless in writing and signed by CFC. Except as expressly set out in these Terms of Service, CFC’s rights and remedies under these Terms of Service are cumulative and not exclusive of any other rights or remedies to which CFC may be entitled under these Terms of Service or at law, and CFC is entitled to pursue all of its rights and remedies concurrently, consecutively and alternatively. The Parties have expressly requested and required that these Terms of Service and all related documents be written in the English language. Les parties conviennent et exigent expressément que ce Contrat et tous les documents qui s’y rapportent soient rédigés en Anglais. If a document relating to these Terms of Service requires the signature of both Parties, then the document may be signed and delivered (including by facsimile transmission or by email in PDF or similar secure format) in counterparts, and each signed and delivered counterpart will be deemed an original, and both counterparts will together constitute one and the same document.
    4. Entire Agreement: These Terms of Service sets out the complete agreement between the Parties with respect to the subject matter of these Terms of Service, and supersedes all previous communications, representations, negotiations, discussions, agreements or understandings, whether oral or written, with respect to the subject matter of these Terms of Service. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties regarding the subject matter of these Terms of Service other than as expressly set out or referenced in these Terms of Service. These Terms of Service may not be amended except by a written document that expressly states that it is an amendment to these Terms of Service and that is signed by both Parties or their respective successors or permitted assigns. Notwithstanding the foregoing in this section 12.8, these Terms of Service are in addition to and supplements any written non-disclosure agreement or written confidentiality agreement signed by the Parties on or before the effective date of these Terms of Service.

 

IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS OF SERVICE, THEN YOU MAY NOT USE CRYPTO FUSION CENTER.