THIS AGREEMENT
COINSQUARE AND ITS REPRESENTATIVES, INCLUDING ANYONE ELSE INVOLVED IN CREATING,
PRODUCING OR DELIVERING (INCLUDING SUSPENDING OR DISCONTINUING) SERVICES SHALL
NOT BE LIABLE FOR DAMAGES INCURRED OR SUMS PAID: (A) WHEN THE SERVICES ARE
TEMPORARILY OR PERMANENTLY UNAVAILABLE DUE TO MALFUNCTION OR CESSATION OF
INTERNET SERVICES BY NETWORKS OR INTERNET SERVICE PROVIDERS NOT SUBJECT TO THE
DIRECT CONTROL OF COINSQUARE OR ANY CRYPTOCURRENCY OR UNDERLYING BLOCKCHAIN
TECHNOLOGY, (B) DUE TO ANY ABUSE BY LICENSEE OR AN END USER, AND (C) FOR ANY
BREACH OF SECURITY ON THE NETWORK CAUSED BY ANY ACTION OR OMISSION BY LICENSEE
OR AN END USER, REGARDLESS OF WHETHER ANY REMEDY PROVIDED IN THIS AGREEMENT
FAILS ITS ESSENTIAL PURPOSE;
(i)
SHALL NOT BE LIABLE IN CONNECTION WITH THE USE OR INABILITY TO USE ANY
CRYPTOCURRENCY PURCHASED VIA THE COINSQUARE SOFTWARE, OR ANY CRYPTOCURRENCY
TOKENS GENERATED AS A RESULT OF ANY FORK OF ANY CRYPTOCURRENCY PLATFORM OR OTHER
SOFTWARE;
(ii)
SHALL NOT BE LIABLE FOR ANY FAILURE OF ANY END USER'S PURCHASE, SALE OR TRADE
THROUGH THE USE OF THE COINSQUARE SOFTWARE AS A RESULT OF LICENSEE'S FAILURE TO
DEPOSIT AGREED UPON FLOAT.
(c)
EXCEPT IN RESPECT OF ANY BREACH OF SECTIONS 3(c)(iii), 6(a), 7, 11 OR 12,
NEITHER COINSQUARE NOR LICENSEE SHALL BE LIABLE FOR THE COST OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, ANY LOST PROFITS, LOST, DAMAGED OR COMPROMISED
DATA, EQUIPMENT OR TRANSMISSION, WEBSITE OR NETWORK DOWNTIME, OR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, HOWEVER
ARISING, WHICH ARE RELATED TO THE SERVICES OR OTHERWISE RELATING TO THIS
AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES
ARE FORESEEABLE;
(d)
EXCEPT IN RESPECT OF ANY BREACH OF SECTIONS 3(c)(iii), 6(a), 7, 11 OR 12, IN NO
EVENT SHALL COINSQUARE'S LIABILITY TO THE LICENSEE FOR ANY DAMAGES EXCEED THE
AMOUNTS PAID BY LICENSEE TO COINSQUARE SPECIFICALLY FOR THE COINSQUARE SOFTWARE
DURING THE SIX (6) MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY, AND
SHALL CONSTITUTE BOTH PARTIES' SOLE MONETARY REMEDY.
(e)
The limitations of liability in Section 17 shall apply regardless of the nature,
type or form of the claim, whether based in contract, tort (including
negligence), strict liability, equity
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or any other theory of liability, even if either party has been advised of the
possibility of such damages by the other party.
(f)
Licensee acknowledges that Coinsquare acts as trustee for it Representatives
with respect to all rights contemplated hereunder arising in favour of any
Representative.
Coinsquare agrees to accept such trust at hold and enforce such
rights on behalf of each such Representative.
(g)
LICENSEE ACKNOWLEDGES AND AGREES THAT IN THE ABSENCE OF THESE LIMITATIONS OF
LIABILITY, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY
DIFFERENT. NOT ALL JURISDICTIONS PERMIT SUCH LIMITATIONS OF LIABILITY. IF
LICENSEE'S JURISDICTION DOES NOT PERMIT THESE LIMITATIONS, THEY WILL NOT APPLY.
(h)
References in Section 17 to damages include all Losses.
18.
CERTIFICATION AND AUDIT.
(a)
Within fifteen (15) days of a