Terms of Service

BitRank® Verified

Version No. 13.01.2022

Please carefully read these Terms of Service (these “Terms of Service”) before using BitRank Verified or applying for a BitRank Verified account. These Terms of Service are a binding contract between BitRank® Verification Services Inc. (“BVS”) and Customer (defined below) and govern Customer’s use of BitRank Verified.

If you are Customer or an authorized representative of Customer, then by using BitRank Verified or applying for a BitRank Verified account, and each time you use BitRank Verified, you agree to be bound by these Terms of Service. you confirm Customer’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 Customer.

If Customer does not agree to these Terms of Service, then neither Customer nor any person on behalf of Customer may use BitRank Verified or applying for a BitRank Verified account.

Introduction
1. Application: These Terms of Service are a binding agreement between BVS and Customer (collectively the “Parties” and each a “Party”) and govern Customer’s use of BitRank Verified and BitRank Scores and related matters. These Terms of Service apply regardless of the method (e.g. website, mobile app or Data Interface) used by Customer to access BitRank Verified and whether or not Customer pays any fee for the use of BitRank Verified or applies for an Account.
2. Definitions: In these Terms of Service, the following capitalized 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 BitRank Verified.
  2. “Authorized User” means an individual (natural person) who is authorized by Customer to use BitRank Verified on Customer’s behalf, provided that if Customer is an individual then each reference to “Authorized User” includes Customer.
  3. “BitRank Score” means a score given by BitRank Verified to a specific blockchain wallet.
  4. “BitRank Verified” means the online service known as “BitRank Verified” that can be used to obtain information, including a BitRank Score, about a blockchain wallet.
  5. “BV System” means the technologies, infrastructure, software, services, information and data, including Data Interfaces, used by or on behalf of BVS to operate BitRank Verified.
  6. “Customer” means the person (including an entity) that uses BitRank Verified or an individual (i.e. an Authorized User) to use BitRank Verified on behalf of Customer.
  7. “Data Interface” means an application programming interface or other kind of technology interface to a BV System that is designed by BVS to be used to exchange data between the BV System and a technology system used by Customer.
  8. “Order Form” means a paper or electronic document that specifies the details of a Subscription purchased by Customer under these Terms of Service and is either issued or made available to Customer by BVS or BVS’s authorized channel partner or signed by both Customer and BVS or BVS’s authorized channel partner.
  9. “Representatives” means directors, officers, partners, employees, contract workers, agents and other personnel and representatives. Customer’s Representatives are deemed to include all Authorized Users.
  10. “Subscription” means Customer’s valid and subsisting subscription for use of BitRank Verified.
  11. “Third Party Data” means information and data (including data from blockchain ledgers, surface web crawlers and other independent sources) regarding blockchain wallets, exchanges, transactions and systems, dark market crawlers and other matters that BVS obtains from independent, third party sources for use in connection with BitRank Verified.
3. Other Agreements: These Terms of Service are in addition to all other agreements between Customer and BVS regarding BVS’s other products and services, such as the Terms of Use that govern use of the BitRank Verified website and license agreements that govern use of BitRank software (e.g. PHP client, Node client or mobile app) and related documentation (collectively “Other Agreements”). Certain features or functionalities of BitRank Verified and certain uses of BitRank Scores may be subject to additional terms and conditions (collectively the “Additional Terms”). If there is a conflict or inconsistency between these Terms of Service and any Other Agreements or Additional Terms, then: the Additional Terms will take priority and govern regarding the relevant features or functionalities of BitRank Verified or use of BitRank Scores; the Other Agreements will take priority and govern regarding the relevant product or service; and these Terms of Service will take priority and govern regarding BitRank Verified generally.
4. Changes to these Terms of Service: BVS may change these Terms of Service at any time and without any notice to Customer by posting the changed Terms of Service on the BitRank Verified website at www.bitrankverified.com. The changed Terms of Service will be effective immediately on posting on the BitRank Verified website, unless the changed Terms of Service expressly state otherwise. Customer 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 BitRank Verified after these Terms of Service have been changed by BVS, Customer signifies Customer’s agreement to the changed Terms of Service. Customer may not change, supplement or amend these Terms of Service in any manner.
5. Changes to BitRank Verified: BVS in its discretion may change the functionality or operation of BitRank Verified from time to time without any notice or liability to Customer or any other person.
Permitted/Prohibited Users
1. Age/Capacity: An individual may not use BitRank Verified 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 BitRank Verified 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 BVS expressly agrees in writing otherwise, a person (including an individual or an entity) may not use BitRank Verified if the person is prohibited by applicable law from using BitRank Verified or if BVS previously prohibited the person from using BitRank Verified, terminated (whole or in part) 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 BVS. Each person who wishes to use BitRank Verified is solely responsible for determining whether their use of BitRank Verified is lawful and complies with these Terms of Service.
3. Representations/Warranties by Customer: By using BitRank Verified or applying for an Account, Customer represents and warrants that: Customer is eligible to use BitRank Verified as set out in section 2.1, and is not prohibited from using BitRank Verified as set out in section 2.2; and Customer’s acceptance of these Terms of Service and performance of Customer’s obligations and exercise of Customer’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 Customer to any other person.
4. Verification of Customer Information/Documents: By using BitRank Verified or applying for an Account, Customer consents to BVS making reasonable inquiries and investigations (including inquiries with credit reporting agencies, public databases and government agencies) that BVS considers appropriate to verify the information and documentation provided by or on behalf of Customer. On request by BVS at any time, Customer will provide BVS with the information and documentation reasonably required for BVS to verify the information or documentation provided by or on behalf of Customer.
5. Reservation: Notwithstanding any other provision in these Terms of Service, BVS reserves the right in its discretion and for its sole convenience to refuse to allow any person to use BitRank Verified or to revoke any previously granted permission to use BitRank Verified.
Account, Credentials and Authorized Users
1. Account
  1. General: Customer may be required to have an Account in order to use certain aspects or functionalities of BitRank Verified. Customers are permitted to have (1) Account. Subject to these Terms, Customer may apply for an Account using the processes made available for that purpose by BVS. BVS in its discretion may accept or reject Customer’s application for an Account. The aspects or functionalities of BitRank Verified available to Customer may vary depending on the nature of Customer’s Account. Customer’s Account is personal to Customer, and may not be shared with or used by any other person. Customer is fully responsible and liable for all use and misuse of Customer’s Account (including all transactions using Customer’s Account) and for all resulting loss, damage and liability. Customer will not permit any person (other than Authorized Users) to use Customer’s Account. Customer will immediately notify BVS if there has been any unauthorized use of Customer’s Account.
  2. Suspension/Deactivation of Account: Customer for its sole convenience may give notice to BVS at any time requesting that BVS temporarily suspend or permanently deactivate Customer’s Account. BVS for its sole convenience may temporarily suspend Customer’s Account at any time effective immediately without any notice to Customer or any other person in accordance with clause 7.3. BVS may permanently deactivate Customer’s Account if the Account has not been used for more than ninety (90) days. If Customer’s Account is temporarily suspended or permanently deactivated by BVS for any reason (other than because the Account has not been unused), then Customer may not create another Account without BVS’s express prior written consent.
2. Credentials: Access to and use of Customer’s Account will require use of valid and subsisting unique identifiers registered with BitRank Verified (collectively “Credentials”). Credentials are specific to Customer, and may not be shared with or transferred to any other person. Customer will, and will ensure that each Authorized User will, keep Credentials secure and confidential at all times, not permit any person (other than Authorized Users) to use Credentials, and immediately notify BVS if Customer or the Authorized User knows or suspects that Credentials have become known to or used by any other person. Customer is fully responsible and liable for the security of all Credentials and all use and misuse of Credentials. BVS in its discretion may require Customer to change Credentials from time to time.
3. Authorized Users

Customer will access and use BitRank Verified, BitRank Scores and Third Party Data only through one or more Authorized Users. Customer is fully responsible and liable for all acts, omissions and liabilities by or on behalf of each Authorized User and each Authorized User’s use of BitRank Verified, BitRank Scores and Third Party Data. Customer will ensure that each Authorized User accesses and uses BitRank Verified, BitRank Scores and Third Party Data on behalf of Customer only and strictly in accordance with the restrictions and requirements set out or referenced in these Terms of Service.

Instructions/Authority: BVS may accept and act on any information or instruction provided through Customer’s Account or given by an Authorized User using Credentials. BVS is not under any obligation to verify the actual identity or authority of any person accessing or using Customer’s Account or Credentials, but BVS in its discretion may do so and may deny access to Customer’s Account or refuse to accept or act on any information or instruction if BVS is not satisfied with the verification.

Subscriptions
1. Details: Customer may order a Subscription using the ordering process made available for that purpose by BVS. The details of each Subscription will be selected by Customer during the ordering process and set out in an Order Form.
2. Term of Subscription: Unless the Order Form expressly states otherwise, a Subscription is not time limited and will subsist until all pre-paid fees (if any) for the Subscription has been used or the Subscription is terminated in accordance with these Terms of Service.
Use of BitRank Verified and BitRank Scores
1. Permitted Use
  1. General: Subject to section 5.1(b): Customer and Authorized Users will use BitRank Verified, BitRank Scores and Third Party Data for the sole purpose of Customer’s lawful, internal business purposes only, and in accordance with these Terms of Service and all applicable laws; and Customer and Authorized Users will not distribute or disclose (in any manner whatsoever) any BitRank Score or Third Party Data, in whole or in part, to any person except as required by applicable law. Use of BitRank Verified or any BitRank Score or Third Party Data for any other purpose or in any other manner is strictly prohibited.
  2. Exception: If a Subscription expressly authorizes Customer to publish or disclose the BitRank Score for a blockchain wallet, then Customer may publish the BitRank Score in accordance with the restrictions and requirements set out in the Subscription, these Terms of Service and the applicable Additional Terms governing publication or disclosure of BitRank Scores.
2. Restrictions/Requirements: Customer will not, and will ensure that Authorized Users do not: use BitRank Verified, BitRank Scores or Third Party Data in any manner, by any means, or for any purpose not expressly permitted by these Terms of Service; attempt to circumvent the ordinary navigational structure, technical delivery systems or display of BitRank Verified or otherwise attempt to access or use BitRank Verified, BitRank Scores or Third Party Data by any means that is not purposely made available for that purpose by BVS; use BitRank Verified in a way that interferes with or threatens, damages, disrupts, compromises or degrades the integrity, functionality, operation, performance or security of BitRank Verified, BitRank Scores or Third Party Data or any related BV System; license, sublicense, grant, sell, share, transfer, assign, pledge, create an interest in, or otherwise give or make available or permit the use of BitRank Verified, BitRank Scores or Third Party Data to or for the benefit of any other person, whether as a service bureau or otherwise, and whether with or without charge; index, crawl, catalogue, mirror, frame, scrape, cache or otherwise collect or mine any data (including Third Party Data) from BitRank Verified or any BV System for any purpose whatsoever, using any technologies, tools or methods (including robots, spiders, crawlers, or other automatic devices, programs or methodologies) whatsoever; 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 (including end user terms and conditions) on, in or in relation to BitRank Verified, BitRank Scores or Third Party Data; reverse engineer or otherwise access or use BitRank Verified or a BV System in order to create a product or service that is competitive with BitRank Verified or BitRank Scores or any other product or service offered by BVS, 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 5.2 or to commit an act or omission that would be a breach of these Terms of Service if committed by Customer or an Authorized User. A restriction set out in this section 5.2 does not apply if and to the extent, but only to the extent, that the restriction is prohibited by applicable law.
3. Monitoring Use: BitRank Verified will monitor and record information regarding use of BitRank Verified by and on behalf of Customer, and BVS may use and disclose that information (including for the purposes of providing services to Customer, administering BV Systems, quality assurance and training, and verifying compliance with these Terms of Service and applicable laws) without any notice or liability to Customer or any other person. Customer will ensure that each Authorized User consents to BVS’s collection, use, disclosure and retention of information regarding the Authorized User’s use of BitRank Verified as set out in this section 5.3 and BVS’s Privacy Policy https://bitrankverified.com/privacy and as otherwise permitted by applicable law.
4. Usage Data and Aggregated Data: BVS will respect the confidentiality of the identity of each blockchain wallet that is the subject of a BitRank Score requested by Customer pursuant to these Terms of Service, and will not access or use that information for any purpose except as necessary to perform BVS’s obligations under this Agreement or for other purposes expressly authorized by Customer. Notwithstanding the foregoing in this section 5.4 or any other provision of these Terms of Service, BVS may create Aggregated Data regarding the use of BitRank Verified by or on behalf of Customer and may use and disclose Aggregated Data in any manner and for any purpose (commercial or otherwise) whatsoever, without any notice or compensation to Customer or any other person. In this Agreement, “Aggregated Data” means data that does not identify a specific blockchain wallet, a specific blockchain wallet owner or a specific Customer.
5. Data Interfaces
  1. General: If BVS makes a Data Interface available for use by Customer, then Customer will use the Data Interface in accordance with these Terms of Service, the applicable documentation provided or made available by BVS and all applicable Additional Terms, and for the sole purpose of exchanging data between the BV System and the applicable system used by Customer to enable Customer to use BitRank Verified in accordance with these Terms of Service. Customer will use commercially reasonable efforts consistent with generally accepted industry practices designed to prevent the transmission of viruses and other harmful components from Customer’s system to a BV System and to maintain the security of each Customer system and all data stored in each Customer system.
  2. Keys: Customer acknowledges that Customer’s use of a Data Interface will require use of a valid and subsisting unique key or other kind of code registered with BitRank Verified (a “Key”). Each Key is specific to Customer, and may not be used by any other person. Customer will ensure that each Key remains secure and confidential at all times, and is not disclosed to or shared with any other person. Customer will immediately notify BVS if Customer knows or suspects that the security or confidentiality of a Key has been compromised. Customer is fully responsible and liable for the security of each Key and all use and misuse of each Key. BVS in its discretion may at any time disable any Key and require Customer to register and use a different Key.
Other Matters
1. Accurate Information: Customer will ensure that all information (including Customer’s name, email address and other contact details, and Customer’s payment information) provided by or on behalf of Customer or an Authorized User to BitRank Verified or BVS (including information in Customer’s application for an Account and information in Customer’s Account) is true, accurate, current and complete, and Customer will update that information from time to time so that it remains true, accurate, current and complete. BVS will rely on the information provided by or on behalf of Customer or an Authorized User. Customer is and will remain fully responsible and liable for all loss, damage and liability (including additional costs) that Customer, BVS or any other person may incur as a result of the submission by or on behalf of Customer or an Authorized User of any false, incorrect or incomplete information or Customer’s failure to promptly update Customer’s information if it changes.
2. Legal Compliance: Customer will at all times comply with all laws (including laws regarding money laundering, anti-terrorist financing and personal data/information protection) applicable to Customer’s use of BitRank Verified, BitRank Scores and Third Party Data.
3. Technical Requirements: Customer is solely responsible and liable for obtaining, provisioning, configuring, maintaining, paying for, and protecting from loss and damage, all compatible equipment (including servers, personal computers and mobile computing devices), software (including compatible browser software) and services (including internet access) necessary for the use of BitRank Verified (including the transmission of data to and from BitRank Verified and related BV Systems) by or on behalf of Customer and Authorized Users.
4. Subcontractors/Service Providers: BVS in its discretion may engage subcontractors and service providers (including providers of infrastructure or data centre services) to assist BVS to operate BitRank Verified and perform BVS’s obligations under these Terms of Service, provided that BVS will remain responsible and liable for BitRank Verified and the performance of all of BVS’s obligations under these Terms of Service.
5. Notifications: Customer will promptly notify BVS if Customer or any Authorized User: knows of or suspects any unauthorized access to or use of BitRank Verified or any BV System; or becomes aware of any complaint, claim or allegation by any person arising from, connected with or relating to the use of BitRank Verified, any BitRank Score or Third Party Data by or on behalf of Customer, and on request by BVS Customer will cooperate with and assist BVS to investigate and respond to the complaint, claim or allegation (as applicable).
Fees and Payment
1. Fees: Customer will pay to BVS the applicable fees and charges for Customer’s use of BitRank Verified, BitRank Scores and Third Party Data, including the fee for each Subscription purchased by Customer as set out or referenced in the applicable Order Form (collectively “Fees”). For greater certainty, Fees for a Subscription may include recurring payments (such as top up payments) due either on a periodic basis or when a specified event occurs, as set out or referenced in the applicable Order Form. Fees (including top up amounts) are payable in advance and are non-refundable. BVS in its discretion may change Fees from time to time, provided that a change in Fees will not be retroactive. By using BitRank Verified after Fees have been changed by BVS, Customer signifies Customer’s agreement to the changed Fees.
2. Taxes: Fees are exclusive of all applicable federal, state, provincial or municipal sales, use, value-added, property, excise, import, foreign, withholding or other governmental taxes, duties, charges, levies, fees, excises, tariffs and assessments of any nature whatsoever now or hereafter imposed by any governmental authority in Canada or any other jurisdiction, including any interest, additions to tax or penalties applicable thereto (collectively “Taxes”). Customer is solely responsible and liable for, and will pay and remit promptly, all Taxes (other than corporate income taxes payable by BVS) associated with, based on or due as a result of all amounts payable by Customer to BVS. Without limiting the generality of the foregoing in this section 7.2, Customer will pay to BVS all Taxes that BVS is required by law to collect from Customer or to pay for or on behalf of Customer to applicable Tax authorities.
3. Invoices/Payments: If Customer selects to pay Fees and Taxes by credit card, cryptocurrency or other payment method acceptable to BVS, then BVS will charge Fees and Taxes to the credit card, cryptocurrency account or payment method on the date when the Fees and Taxes are due and payable, and BVS will simultaneously provide (including by email) or make available (through Customer’s Account) to Customer an applicable invoice or payment confirmation. In all other circumstances, BVS will issue to Customer an invoice for Fees and Taxes, which invoice is payable on receipt. Payment obligations are non-cancellable and advance payments are non-refundable, except as expressly set out in these Terms of Service. Any amount due and owing by Customer to BVS will be deemed not paid by Customer unless and until immediately cleared funds have been unconditionally deposited to BVS’s designated bank account free and clear of all restrictions, except for restrictions imposed by BVS’s bank for reasons unrelated to Customer or Customer’s method of payment. All Fees and applicable Taxes are payable in U.S. currency unless the applicable Order Form expressly states otherwise. Customer is solely responsible for all fees and charges (including currency exchange fees and service fees) charged by Customer’s payment service provider. Overdue payments are subject to compound interest at a rate of 1% for each month (12% per annum) or fraction thereof that the payment is overdue, or the highest rate permitted by applicable law, whichever is lower. Except to the extent required by applicable law, all amounts payable to BVS under these Terms of Service are payable in full without any deduction or withholding. In addition to the above, in the event that the Customer fails to make the said payments and Fees in accordance with this Agreement, within ten (10) days from the receipt of invoice BVS shall have the right to suspend the customer’s account with immediate effect.
Ownership/Proprietary Rights
1. BitRank Verified: Except for the limited licenses expressly set out in these Terms of Service: as between the Parties, BVS 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 BitRank Verified, BV Systems and Third Party Data; and neither Customer nor any other person will acquire any right, title or interest in, to or associated with BitRank Verified, any BV System or any Third Party Data.
2. Feedback: If Customer or any of its Representatives gives to BVS or any of BVS’s Representatives any feedback (including ideas or suggestions for enhancements or improvements) about BitRank Verified, BitRank Scores, a BV System or Third Party Data, then BVS and its licensors and their respective successors, assigns and licensees shall have the right to use and commercialize the feedback without providing any compensation to Customer or any other person, and BVS and its licensors and suppliers 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, Customer and Authorized Users will not include in any feedback any information that is confidential or proprietary to Customer or any other person.
3. BV Systems: All BV Systems and related intellectual property rights are protected throughout the world by international laws and treaties, and may be subject to copyright, patents or patents pending. Notwithstanding any other provision of these Terms of Service, and for greater certainty, under no circumstances will BVS be obligated to provide, nor will Customer 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 BV System or are otherwise used by or on behalf of BVS to provide BitRank Verified.
4. BitRank Software: All software (e.g. PHP client or Node client) and related documentation made available by BVS for use by or on behalf of Customer in connection with the use of BitRank Verified by or on behalf of Customer is governed by the applicable Other Agreement.
5. Trademarks: BITRANK VERIFICATION SERVICES™, BLOCKCHAIN INTELLIGENCE GROUP®, BITRANK®, BITRANK VERIFIED®, and other related marks are registered or unregistered trademarks of BVS or its licensors. Customer does not have any license or right to use any of those trademarks.
6. Reservation of Rights: All rights not expressly granted by BVS under these Terms of Service are reserved by BVS.
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, BitRank Verified, BitRank Scores and Third Party Data are provided “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 BVS 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 BVS will create any legally binding or effective representation, warranty, condition or guarantee. Customer is solely responsible and liable for the selection and use of BitRank Verified, BitRank Scores and Third Party Data to achieve Customer’s intended results.
2. Specific Acknowledgements and Disclaimers: Without limiting section 9.1, and notwithstanding any other provision of these Terms of Service:
  1. BitRank Scores: Customer acknowledges that a BitRank Score is a summary of the results of an automated assessment of risks regarding a specific blockchain wallet, which assessment is not an exact science, uses a finite set of evolving algorithms and rules and is based on Third Party Data available to BVS at the relevant time, is not intended to identify or comprehensively assess or predict all possible risks associated with the blockchain wallet, and may include inaccurate or otherwise erroneous results. Customer uses BitRank Verified and BitRank Scores at Customer’s own risk.
  2. Third Party Data and BitRank Scores: Customer acknowledges that the functionality, operation, performance and results of BitRank Verified and BitRank Scores will depend on the timely receipt by BVS of Third Party Data from Various sources independent from BVS, and BVS does not verify the accuracy, currency or completeness of Third Party Data. Customer acknowledges that Third Party Data might not be accurate, current or complete, and that as a result BitRank Scores might not be accurate or correct. BVS is not responsible or liable for any Third Party Data or any delay or deficiency in BitRank Verified or BitRank Scores 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 Data to BVS. BVS does not make or give, and disclaims to fullest extent permitted by law, any representation, warranty, condition or guarantee 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, regarding Third Party Data or BitRank Scores (including the accuracy or predictive value of BitRank Scores). BVS will not be responsible or liable to Customer or any other person for any damage, loss or liability arising from, connected with or relating to the use of Third Party Data or BitRank Scores.
  3. Technology and Security: Customer acknowledges that BitRank Verified might be affected by circumstances beyond BVS’s control, might not be continuous, uninterrupted or secure, and is subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. BVS is not responsible or liable for any delays or failures or any damage, loss or liability resulting from any of those problems. Customer acknowledges that security measures used by or on behalf of BVS and its subcontractors and service providers might not protect BV Systems or data stored or processed in BV Systems against unauthorized access, use or disclosure. BVS is not responsible or liable for any unauthorized access to, or use, alteration, theft or destruction of, any BV System or any data stored or processed in any BV System, whether through accident, fraudulent means or devices, or any other method.
  4. No Professional Advice: BitRank Verified, BitRank Scores and Third Party Data do not constitute or include any kind of professional advice, including any legal, financial, investment, accounting or tax advice. Customer is solely responsible and liable to ensure that Customer’s performance of Customer’s obligations and exercise of Customer’s rights under these Terms of Service and the use of BitRank Verified, BitRank Scores and Third Party Data by or on behalf of Customer 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.
  5. Authorized User Misconduct and Credentials/Keys: Customer accepts and assumes all risk of damage, loss and liability resulting from any unauthorized of BitRank Verified, BitRank Scores or Third Party Data by any Authorized User or the unauthorized use or disclosure of any Credentials or Keys. BVS is not required to verify the actual identity or authority of any person using Credentials or Keys, and BVS may act on any communication that is given with the use of Credentials or Keys.
Liability Exclusion and Indemnity
1. Liability Exclusion: Notwithstanding any other provision of these Terms of Service and to the maximum extent permitted by applicable law, in no event and under no circumstances will BVS Group be liable to Customer Group or any other person for any loss, damage or liability (including direct, indirect, special, incidental, consequential and punitive damages) arising from, connected with or relating to these Terms of Service, the subject matter of these Terms of Service, or any related matter (including Customer’s use of, or inability to use, BitRank Verified, any BitRank Score or any Third Party Data), 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 BVS or any of its Representatives, even if other remedies are not available or do not adequately compensate for the loss, damage or liability, even if BVS or any of its Representatives knows or ought to have known of the possibility of the loss, damage or liability being incurred, and regardless of whether or not the loss, damage or liability was foreseeable.
2. Indemnity: Customer will defend, indemnify and hold harmless BVS Group from and against any and all claims, complaints, demands, actions, suits and proceedings by any person, including any regulatory authority (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 any of the following: the use by or on behalf of Customer or an Authorized User of BitRank Verified, any BitRank Score or any Third Party Data; 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 Customer Group or any other person for whom Customer is responsible under these Terms of Service or at law. Notwithstanding the foregoing in this section 10.2, BVS Group retains 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.
3. Definitions/Reservation: In this section 10: “BVS Group” means BVS and BVS’s affiliates and their respective suppliers, service providers, licensors and Representatives; and “Customer Group” means Customer and its Representatives. The laws in some jurisdictions prohibit or limit the disclaimer of certain warranties and conditions or the exclusion or limitation of certain liabilities and remedies, and so the disclaimers and exclusions in these Terms of Service might not apply to Customer.
4. 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: These Terms of Service as they apply to Customer will commence when Customer accepts these Terms of Service, or as detailed in the Order Form (e.g. by using BitRank Verified or submitting an application for an Account) and will continue in full force and effect until terminated in accordance with these Terms of Service. If not sooner terminated, this Agreement shall renew at the end of the initial Term and shall thereafter continue for successive annual periods until terminated by the either party upon not less than thirty (30) days written notice to the other party.
2. Termination for Convenience: Notwithstanding any other provision of these Terms of Service: Customer may, at any time and for Customer’s sole convenience, terminate these Terms of Service as they apply to Customer effective immediately by permanently deactivating Customer’s Account and permanently ceasing to use BitRank Verified; and BVS may, at any time and for BVS’s sole convenience, terminate these Terms of Service as they apply to Customer effective immediately by either deactivating Customer’s Account or giving a notice of termination to Customer, and if that results in the termination of a paid Subscription then BVS will promptly refund to Customer the unused prorated portion of the Fee that Customer paid in advance for the terminated Subscription.
3. Termination for Cause: Notwithstanding any other provision of these Terms of Service, if Customer breaches these Terms of Service, then BVS in its discretion may terminate these Terms of Service as they apply to Customer effective immediately by deactivating Customer’s Account or giving a notice of termination to Customer.
4. Consequences of Termination: On termination of these Terms of Service: Customer and Authorized Users will immediately cease accessing or using BitRank Verified; Customer’s Subscription (if any) will terminate immediately and automatically without any notice to Customer and BVS will deactivate Customer’s Account; Customer will promptly pay all outstanding amounts (including Fees and Taxes) owing under these Terms of Service; each Party will remain responsible and liable for all of the Party’s obligations and liabilities arising prior to the termination of these Terms of Service. The termination of these Terms of Service will not terminate or otherwise affect any other agreement (including any Other Agreement) between Customer and BVS.
5. Survival: Notwithstanding any other provision of these Terms of Service, each of sections 5.2, 5.3, 5.4, 7, 8, 9, 10, 11.4, 11.5 and 12, 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.
6. Suspension: Notwithstanding any other provision of these Terms of Service, BVS may immediately suspend Customer’s access to and use of BitRank Verified (including suspending Customer’s Account (if any) and deactivating all Credentials and Keys) if any of the following events (each a “Suspension Event”) occurs: Customer fails to make a payment when due under these Terms of Service; BVS reasonably believes that Customer is in breach of these Terms of Service; BVS reasonably believes that the integrity, functionality, operation, performance, results, reliability or security of BitRank Verified or any BV System might 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 BitRank Verified or any BV System; or BVS reasonably believes that the suspension is required by applicable law or is reasonably necessary to prevent or mitigate an imminent risk of harm, loss, damage or liability. If BVS suspends Customer’s access to and use of BitRank Verified due to a Suspension Event, then BVS will reinstate Customer’s access to and use of BitRank Verified promptly after the Suspension Event is resolved to BVS’s reasonable satisfaction. For greater certainty, BVS’s suspension of Customer’s access to and use of BitRank Verified pursuant to this section 11.6 will not be a breach of these Terms of Service by BVS or give rise to any liability by BVS to Customer or any other person.
General
1. Notices: Unless these Terms of Service expressly state otherwise: BVS may deliver invoices, payment confirmations and notices to Customer by email to Customer’s email address included in Customer’s Account or set out on an Order Form or by message notified to Customer’s Account; and Customer will give all notices to BVS under these Terms of Service in writing delivered to BVS by email to legalnotices@blockchaingroup.io.
2. Governing Law: These Terms of Service, 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.
3. 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, the subject matter of these Terms of Service or any related matter (each a “Dispute”) will be resolved in accordance with this section 12.3 unless the Parties expressly agree in writing otherwise.
  2. 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 or video call) 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 12.3(c). All communications (oral and written) made in the course of negotiations regarding a Dispute pursuant to this section 12.3(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”.
  3. Arbitration: Subject to section 12.3(d), a Dispute that is not resolved by the Parties pursuant to section 12.3(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.
  4. Litigation: Notwithstanding sections 12.3(b) and 12.3(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 12.3(c). Each Party irrevocably waives all rights to trial by jury.
4. 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”, “written” 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.
5. Force Majeure: Notwithstanding any other provision of these Terms of Service, BVS will not be liable for any delay in performing or failure to perform any of BVS’s obligations under these Terms of Service to the extent performance is delayed or prevented due to a cause or circumstance that is beyond BVS’s reasonable control, and any delay or failure of that kind will be deemed not a breach of these Terms of Service by BVS and the time for BVS’s performance of the affected obligation will be extended by a period that is reasonable in the circumstances.
6. 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. Customer may not assign these Terms of Service without BVS’s express, prior written consent. BVS in its discretion may assign these Terms of Service without Customer’s consent. If any provision of these Terms of Service is 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 BVS’s consent or approval is required under these Terms of Service, then BVS in its discretion may withhold the consent or approval unless these Terms of Service expressly specifies otherwise. No consent or waiver by BVS to or of a breach of these Terms of Service by Customer will be effective unless in writing and signed by BVS. Except as expressly set out in these Terms of Service, BVS’s rights and remedies under these Terms of Service are cumulative and not exclusive of any other rights or remedies to which BVS may be entitled under these Terms of Service or at law, and BVS 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 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.
7. Entire Agreement: These Terms of Service and all applicable Additional Terms together set out the complete agreement between the Parties with respect to the subject matter of these Terms of Service and the Additional Terms, and supersede all previous communications, representations, negotiations, discussions, agreements or understandings, whether oral or written, with respect to the subject matter of these Terms of Service and the Additional Terms. 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 and the Additional Terms. These Terms of Service and the Additional Terms may not be amended except by a written document that expressly states that it is an amendment to these Terms of Service or the Additional Terms (as applicable) and that is signed by both Parties or their respective successors or permitted assigns. Purchase orders and other documents issued by Customer and accepted by BVS in connection with these Terms of Service are for administrative convenience only, and the terms and conditions contained in those documents are of no force or effect and do not in any way amend these Terms of Service.

IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS OF SERVICE, THEN YOU MAY NOT USE BITRANK VERIFIED OR ANY BITRANK SCORE.

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