Binqit
TERMS OF USE

Last Revised: June 19, 2019

These terms of use for binqit.com and its related mobile applications (altogether, the “Services”)
constitute a legal agreement and are entered into by and between you and binqit inc.
("Company," "we," "us," "our"). The following terms and conditions (these "Terms of Use"),
govern your access to and use of the Services.

BY USING THE SERVICES OR BY CLICKING TO ACCEPT THESE TERMS OF USE, YOU
ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS OF USE
AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE
TERMS OF USE OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE
SERVICES.


By accessing and using the Services, you represent and warrant that you are the legal age of
majority under applicable law to form a binding contract with the Company and meet all of the
foregoing eligibility requirements.

If you are under the age of majority under applicable law, you must obtain consent from your
legal guardian to use the Services. The legal guardian must read and acknowledge and agree to
these Terms of Use. As the legal guardian, you agree to be a party to this legal agreement and
you agree to be held as a user, jointly with your minor, pursuant to these Terms of Use. You agree
to monitor, supervise, be held responsible and be liable for your child’s use of these Services.
You also agree to allow us to collect and use all submitted information with regards to your child
in accordance with these Terms of Use.

Contact

The Services are operated by binqit inc. with its registered head office at 700-111 Peter Street,
Toronto, Ontario M5V 2H1. All physical mail should be sent to this address.

All electronic communications should be sent to the Company at info@binqit.com. Should you
become aware of misuse of the Services including libelous or defamatory conduct, you must
report it to the Company at the email address above. All other feedback, comments, requests for
technical support, and other communications relating to the Services are also welcome.

Your Use of the Services and Account Set-Up and Security

Users are responsible for obtaining their own access to the Services and for the Services’
availability and performance. Users are required to ensure that all persons who access the
Services through an internet connection are aware of these Terms of Use and comply with them.
Users are solely responsible for any security breaches or performance issues relating to the
access of our Services.

The Services, including content or areas of the Services may require user registration. It is a
condition of your use of the Services that all the information you provide is correct, current, and
complete. You assume sole responsibility for any damages or loss resulting from your provision
of incorrect, non-current or non-complete information.

Your provision of registration information and any submissions you make to the Services
through any functionality such as mobile applications, direct chat communications, e-mail,
message boards, phone and any other such functions constitutes your consent to all actions we
take with respect to such information consistent with our Privacy Policy.

Any username, password, or any other piece of information chosen by you or provided to you as
part of our security procedures, must be treated as confidential, and you must not disclose it to
any other person or entity. You must exercise caution when accessing your account from a public
or shared computer so that others are not able to view or record your password or other
information. You understand and agree that should you be provided an account, your account is
personal to you and you agree not to provide any other person with access to the Services using
your username, password, or other security information. You agree to notify us immediately of
any unauthorized access to or use of your username or password or any other breach of security.
You also agree to ensure that you logout from your account at the end of each session. You are
responsible for any password misuse or any unauthorized access.

We reserve the right at any time and from time to time, to disable or terminate your account, any
username, password, or other identifier, whether chosen by you or provided by us, in our sole
discretion for any or no reason, including any violation of any provision of these Terms of Use.

Safety and Security

You are prohibited from attempting to circumvent and from violating the security of the Services
including without limitation: (a) accessing content and data that is not intended for you; (b)
attempting to breach or breaching the security and/or authentication measures which are not
authorized; (c) restrict disrupt or disable service to users, hosts, servers or networks; (d) illicitly
reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting our
ability to monitor the domain or the mobile applications; (f) use any robot, spider, or other
automatic device, process, or means to access the Services for any purpose, including monitoring
or copying any of the material; (g) introduce any viruses, trojan horses, worms, logic bombs, or
other material that is malicious or technologically harmful; (h) attack the domain server or the
mobile server via a denial-of-service attack, distributed denial-of-service attack, flooding,
mailbombing or crashing; and (i) otherwise attempt to interfere with the proper working of the
Services.

In the event that a third-party attempts to circumvent or violate the security of the Services in the
manner or in an analogous manner to those listed above, you agree that the Company shall not be
held liable for any damages, loss or any other costs associated with or arising from a security
breach. You hereby waive and hold the Company harmless for all claims arising from a security
breach, and all unauthorized access, collection or theft of information from the Company.

Intellectual Property Rights and Ownership

You understand and agree that the Services and its entire contents, features, and functionality,
including but not limited to all information, software, code, text, displays, graphics, photographs,
video, audio, design, presentation, selection, and arrangement, are owned by the Company, its
licensors, or other providers of such material and are protected in all forms by intellectual
property laws including without limitation, copyright, trademark, patent, trade secret, and any
other proprietary rights.

The Company name, binqit, the Company logo and all related names, logos, product and service
names, designs, images and slogans are trademarks of the Company or its affiliates or licensors.
You must not use such marks without the prior written permission of the Company. Other names,
logos, product and service names, designs, images and slogans mentioned or which appear on the
Services are the trademarks of their respective owners. Use of any such property, except as
expressly authorized, shall constitute a violation of the rights of the property owner and may be a
violation of federal or other laws and could subject the violator to legal action.

You may only use the Services for the sole purpose of finding employment or employees. You
shall not directly or indirectly reproduce, compile for an internal database, distribute, modify,
create derivative works of, publicly display, publicly perform, republish, download, store, or
transmit any of the material on our websites or mobile applications, in any form or medium
whatsoever except:

(a) your computer and browser may temporarily store or cache copies of materials being
accessed and viewed;

(b) a reasonable number of copies for personal use only may be printed keeping any
proprietary notices thereon, which may only be used for lawful personal use and not
for further reproduction, publication, or distribution of any kind on any medium
whatsoever; and

(c) in the event social media features are provided with respect to certain content are
made available through our Services, you may take such actions as our site permits
for such features.

Users are not permitted to modify copies of any materials from this site nor delete or alter any
copyright, trademark, or other proprietary rights notices from copies of materials from this site.

If you print off, copy or download any part of our site in breach of these Terms of Use, your right
to use our site will cease immediately and you must, at our option, return or destroy any copies
of the materials you have made. You have no right, title, or interest in or to the Services or to any
content on the Services, and all rights not expressly granted are reserved by the Company. Any
use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of
Use and may violate copyright, trademark, and other intellectual property laws.

Conditions of Use and User Submissions and Site Content Standards

As a condition of your access and use you agree that you may use the Services only for lawful
purposes and in accordance with these Terms of Use.

The following content standards apply to any and all content, material, and information a user
submits, posts, publishes, displays, or transmits (collectively, "submit") to our website(s), mobile
applications, to other users or other persons through the use of the Services (collectively, "User
Submissions"). Any and all User Submissions must comply with all applicable federal,
provincial, local, and international laws and regulations.
Without limiting the foregoing, you warrant and agree that your use of the Services and any User
Submissions shall not:

(a) In any manner violate any applicable federal, provincial, local, or international law or
regulation including, without limitation, any laws regarding the export of data or
software, patent, trademark, trade secret, copyright, or other intellectual property,
legal rights (including the rights of publicity and privacy of others) or contain any
material that could give rise to any civil or criminal liability under applicable laws or
regulations or that otherwise may be in conflict with these Terms of Use and our
Privacy Policy;

(b) Include or contain any material that is exploitive, obscene, harmful, threatening,
abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent,
inflammatory, or discriminatory based on race, sex, religion, nationality, disability,
sexual orientation, or age or other such prohibited ground or be otherwise
objectionable;

(c) Involve stalking, attempting to exploit any individual or harm minors in any way by
exposing them to inappropriate content or otherwise nor ask for personal information;

(d) Involve, provide or contribute any false, inaccurate or misleading information;

(e) Include sending, knowingly receiving, uploading, downloading, using, or reusing any
material that does not comply with these Terms of Use;

(f) Impersonate or attempt to impersonate the Company, a Company employee, another
user, or any other person or entity (including, without limitation, by using email
addresses, or screen names associated with any of the foregoing);

(g) Transmit, or procure the sending of, any advertisements or promotions without our
prior written consent, commercial activities or sales, including without limitation any
"spam", "junk mail", "chain letter", contests, sweepstakes and other sales promotions,
barter, or advertising or any other similar solicitation;

(h) Include engaging in any other conduct that restricts or inhibits anyone's use or
enjoyment of the Services, or which, as determined by us, may harm the Company or
users of the Services or expose them to liability;

(i) Include causing annoyance, inconvenience, or needless anxiety or be likely to upset,
embarrass, or alarm any other person;

(j) Promote any illegal activity, or advocate, promote, or assist any unlawful act; or

(k) Give the impression that they originate from or are endorsed by us or any other
person or entity, if this is not the case.


None of the User Submissions you submit to the Services will be subject to any confidentiality
by the Company beyond what is stated within our Privacy Policy. By providing any User
Submission to the Services, you grant us the right to a world-wide, royalty free, perpetual,
irrevocable, non-exclusive license to use, reproduce, modify, perform, display, distribute, and
otherwise disclose to third parties any such material for any purpose and according to your
account settings and/or incorporate such material into any form, medium or technology
throughout the world without compensation to you. You waive any moral rights or other rights of
authorship as a condition of submitting any User Submission.

By submitting the User Submissions, you declare and warrant that you own or have the
necessary rights to submit the User Submissions and have the right to grant the license hereof to
us. You represent and warrant that all User Submissions comply with applicable laws and the
User Submissions and Site Content Standards set out in these Terms of Use.

You understand and agree that you, not the Company, are fully responsible for any User
Submissions you submit or contribute, and you are fully responsible and legally liable including
to any third party for such content and its accuracy. We are not responsible or legally liable to
any third party for the content or accuracy of any User Submissions submitted by you or any
other user of the Services.

IN ORDER FOR US TO PROVIDE THE SERVICES TO YOU, WE MUST SHARE USER
SUBMISSIONS WITH OTHER USERS. YOU HEREBY ACKNOWLEDGE THAT WE MAY
SHARE ALL USER SUBMISSIONS, WITH THE EXCEPTION OF PASSWORDS, PAYMENT
INFORMATION AND ANY OTHER INFORMATION YOU EXPLICITELY IN WRITING
DESIGNATE OTHERWISE, WITH OTHER USERS.

AS AN USER, YOU WILL BE PROVIDED WITH OTHER USERS’S USER SUBMISSIONS
AS PART OF OUR SERVICES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU
SHALL KEEP ALL RECEIVED INFORMATION IN STRICT CONFIDENCE. YOU SHALL
NOT SHARE, PRINT, SCAN, SEND, DISTRIBUTE OR IN ANY OTHER MANNER
COMMUNICATE RECEIVED INFORMATION FROM USER SUBMISSIONS IN ANY WAY
WHATSOEVER THAT INFRINGES UPON THE PRIVACY RIGHTS OF OTHER USERS.
ANY VIOLATION OF USER PRIVACY RIGHTS, AS DETERMINTED IN OUR SOLE
DISCRETION, SHALL RESULT IN AN IMMEDIATE SUSPENSION AND POSSIBLE
TERMINATION OF YOUR ACCOUNT.

Site Monitoring and Enforcement, Suspension and Termination

The Company has the right, without provision of notice to:

1. Remove or refuse to post on the Services any User Submissions for any or no reason
in our sole discretion;

2. At all times, to take such actions with respect to any User Submission deemed
necessary or appropriate in our sole discretion, including without limitation, for
violating these Terms of Use;

3. Take appropriate legal action, including without limitation, referral to law
enforcement, regulatory authority or harmed party for any illegal or unauthorized use
of the Services. Without limiting the foregoing, we have the right to fully cooperate
with any law enforcement authorities or court order requesting or directing us to
disclose the identity or other information of anyone posting any materials on or
through the Services; and

4. Terminate or suspend your access to all or part of the Services for any or no reason,
including without limitation, any violation of these Terms of Use.


YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY AND ALL CLAIMS
RESULTING FROM ANY ACTION TAKEN BY THE COMPANY RELATING TO ANY
INVESTIGATIONS BY EITHER THE COMPANY OR BY LAW ENFORCEMENT
AUTHORITIES FOR THE VIOLATION OF THESE TERMS OF CONDITIONS OR ANY
APPLICABLE LAWS WITHIN THE JURISIDICTION OF CANADA.

We have no obligation, nor any responsibility to any party to monitor the Services or its use, and
do not and cannot undertake to review material that you or other users submit to the Services. We
cannot ensure prompt removal of objectionable material after it has been posted and we have no
liability for any action or inaction regarding transmissions, communications, or content provided
by any user or third party.

No Reliance

The content on our Services is provided for information purposes only. It is not intended to
amount to advice on which you should rely. You should obtain more specific or professional
advice before taking, or refraining from, any action or inaction on the basis of the content on our
site.

Although we make reasonable efforts to update the information on our Services, we make no
representations, warranties or guarantees, whether express or implied, that the content on our
Services is accurate, complete or up to date. Your use of the Services is at your own risk and the
Company has no responsibility or liability whatsoever for your use of this Services.

The Services include content provided by third parties, including from other users. All statements
and/or opinions expressed in any such third-party content, other than the content provided by the
Company, are solely the opinions and the responsibility of the person or entity providing those
materials. Such materials do not necessarily reflect the opinion of the Company. The Company is
not responsible, or liable to you or any third party, for the content or accuracy of any third-party
materials.

Privacy

Any user information and User Submissions will be deemed our property and your submissions
and use of our site constitutes consent to the collection, use, reproduction, hosting, transmission
and disclosure of any such user content submissions in compliance with our Privacy Policy, as we deem necessary for use of the Services.

By using the Services you are consenting to the use of cookies which allow a server to recall
previous requests or registration and/or IP addresses to analyze website and mobile application
use patterns. You can set your browser to notify you before you receive a cookie, giving you the
chance to decide whether to accept it. You can also set your browser to turn off cookies. If you
do, however, some parts of the Services may not function adequately.

Third Party Websites

For your convenience, the Services may provide links or pointers to third party sites. We make
no representations about any other websites that may be accessed from the Services. If you
choose to access any such sites, you do so at your own risk. We have no control over the contents
of any such third-party sites, and accept no responsibility for such sites or for any loss or damage
that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.

You may link to our homepage, provided you do so in a way that is fair and legal and does not
damage our reputation or take advantage of it. You must not establish a link in such a way as to
suggest any form of association, approval or endorsement on our part where none exists. Our site
must not be framed on any other site, nor may you create a link to any part of our site other than
the homepage. We reserve the right to withdraw linking permission without notice. The website
in which you are linking must comply in all respects with the Conditions of Use and User
Submissions and Site Content Standards. You agree to cooperate with us in causing any
unauthorized framing or linking to immediately stop.

Online Purchases

Certain aspects of the Services may be provided for a fee. If you elect to use paid features of the
Services, you agree to the pricing and payment terms for the applicable Services, as we may
update them from time to time. We may add new services and products for additional fees and
charges, or amend fees and charges for existing services, at any time in our sole discretion.

the event that we suspend, limit, condition or terminate your access to the Services and/or
your account due to your breach of this Terms of Use you understand and accept that you will
not receive a refund with respect to fees that you have pre-paid and to the extent that you have
not paid any applicable fees, you will remain liable to pay us the entire fees.

All information that you provide in connection with a monetary transaction must be accurate,
complete, and current. You agree to pay all charges incurred by users of your credit card, debit
card, or other payment method used in connection with a purchase or transaction at the prices in
effect when such charges are incurred. You will also pay any applicable taxes relating to such
transactions. If at any time we are required by a taxing authority to pay any taxes not previously
collected from you, you will promptly submit such taxes (including applicable penalties and
interest, if any) to us upon written notice.

Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the
highest rate permitted by law, if less) from the payment due date until paid in full. You will be
responsible for all reasonable expenses (including legal fees and expenses) incurred by us in
collecting delinquent amounts, except where the delinquent amounts are due to billing
inaccuracies. In addition, if you are late in payment of any fees, we reserve the right to either (i)
immediately suspend or terminate your access to the applicable Services without notice, and in
the event of any such suspension or termination, you will remain responsible for the entire
amount of fees owing for such Services; or (ii) bill your credit/debit card on file with us under
this or any other agreement.

In the event that you pay for any Services using a credit card or debit card, you authorize us or an
authorized third-party to charge your credit or debit card (or other acceptable payment method
that you have chosen from those offered) (each a "Payment Method"), for the applicable fees
together with any applicable sales, use, excise, consumption or other similar tax applicable to the
Services. You represent that you are authorized to use the Payment Method on your company’s
behalf and you agree to accept an electronic record of a receipt. If at any time your Payment
Method will not accept the charge for fees due, you agree that we may suspend or terminate your
access to the applicable Services and that you will continue to remain liable for the full payment
for such Services even after your access to the Services has been terminated or suspended. By
providing any Payment Method, you agree that applicable credit card, debit card and billing
information may be shared with third parties such as payment processors and credit agencies,
and/or collection agencies for the purposes of checking your credit, effecting payment, collecting
payments and late fees if applicable, and for providing the applicable Services to you or in order
to enforce our agreement with you. We may also share this information with law enforcement
authorities and in response to subpoenas, court orders, and search warrants.

If you have been offered a free trial to the Services (a "Free Trial"), you may be required to
provide valid credit card/debit card and billing information. Your credit/debit card will not be
charged during the Free Trial. You can cancel at any time during the Free Trial by accessing our
website, calling or emailing us. It is your responsibility to timely cancel your Free Trial prior to
the expiration of the term of the Free Trial to avoid any unwanted charges. Once your Free Trial
is cancelled you will lose access to all information provided through our Services. Once your
Free Trial expires, we will automatically charge your debit/credit card for any paid services.

We can suspend or terminate your access to the Services in the following instances:

(a) If you breach these Terms of Use and cannot correct the breach within the period
required by us if the breach is capable of cure;

(b) If you fail to pay any monies owed to us for paid services or if you become the
subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the
benefit of creditors or similar proceeding;

(c) In the event of recurring violations of these Terms of Use; and

(d) For convenience via email notification to you and in the event of such termination for
convenience, you will receive a refund of any pre-paid fees pertaining to Services
paid for, but not provided.


In the event of any termination or suspension of your access to the Services, you remain
responsible for the entire amount of the fees pertaining to the applicable Services. We may
suspend your access to the Services without notice in the event of a suspected violation of these
Terms of Use. You may terminate our agreement if we materially breach these Terms of Use and
do not cure the breach within ten (10) days after receipt of written notice from you. Pre-paid fees
are non-refundable, except in the case of an uncured material breach by us, in which case you
will receive a refund of any pre-paid fees pertaining to Services paid for but not provided.

Geographic Restriction

The owner of the Services is based in the Province of Ontario in Canada. We provide the
Services for use only by persons located in Canada. This site is not intended for use in any
jurisdiction where its use is not permitted. If you access the site from outside Canada you do so
at your own risk and you are responsible for compliance with local laws of your jurisdiction.

Disclaimer of Warranties

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES, ITS CONTENT,
AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICES IS
AT YOUR OWN RISK. THE SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS
FOUND OR ATTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS"
AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES
THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NEITHER THE COMPANY NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS
OR SERVICE PROVIDERS MAKES ANY WARRANTY, REPRESENTATION OR
ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY,
SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE SERVICES OR ITS
CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR
ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS
REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT, OR ANY ITEMS
FOUND OR ATTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE,
ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT
OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR
OTHER HARMFUL COMPONENTS.

WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA
AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SERVICES WILL BE
FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND
ENTIRELY RESPONSIBLE FOR YOUR USE OF THE SERVICES AND YOUR DEVICE,
INTERNET AND DATA SECURITY.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY
LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED
DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR
CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER
TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER
EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL
DUE TO YOUR USE OF THE SERVICES OR ITEMS FOUND OR ATTAINED THROUGH
THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR
ON ANY WEBSITE LINKED TO IT.

Limitation on Liability

UNDER NO CIRCUMSTANCE WILL THE COMPANY OR ITS DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR NEGLIGENCE,
GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDEMENTAL BREACH,
DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT,
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,
INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING,
EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS
OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA,
AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF
CONTRACT, BREACH OF PRIVACY OR OTHERWISE, EVEN IF THE PARTY WAS
ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN
CONNECTION WITH YOUR USE, OR INABILITY TO USE, RELIANCE ON, THE
SERVICES, ANY LINKED WEBSITES OR SUCH OTHER THIRD PARTY WEBSITES, NOR
ANY SITE CONTENT, MATERIALS, POSTING OR INFORMATION THEREON.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold
harmless the Company and its directors, officers, employees, agents, service providers,
contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities,
damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys'
fees) arising out of or relating to your breach of these Terms of Use or your use of the Services,
including, but not limited to, your User Submissions, third party sites, any use of the Services'
content, services, and products other than as expressly authorized in these Terms of Use.

Governing Law and Jurisdication

The Services and these Terms of Use will be governed by and construed in accordance with the
laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving
effect to any choice or conflict of law provision, principle or rule (whether of the laws of the
Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence or
physical location.

Any action or proceeding arising out of or relating to the Services and under these Terms of Use
will be instituted in the courts of the Province of Ontario and/or the Federal Court of Canada, and
each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or
proceeding. You waive any and all objections to the exercise of jurisdiction over you by such
courts and to the venue of such courts.

Waiver

No waiver under these Terms of Use is effective unless it is in writing and signed by an
authorized representative of the party waiving its right. No failure to exercise, or delay in
exercising, any right, remedy, power or privilege arising from these Terms of Use operates, or
may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power
or privilege hereunder precludes any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege.

Severability

If any term or provision of these Terms of Use is invalid, illegal or unenforceable in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or
provision of these Terms of Use or invalidate or render unenforceable such term or provision in
any other jurisdiction.

Entire Agreement

These Terms of Use and our Privacy Policy constitute the sole and entire agreement between you
and binqit inc. regarding the Services and supersedes all prior and contemporaneous
understandings, agreements, representations and warranties, both written and oral, regarding
such subject matter.