TERMS OF SERVICES
(updated and effective September 30, 2021)
DIGITAL ASSET TRADING INVOLVES A HIGH DEGREE OF RISK. THE DIGITAL ASSET MARKET IS NEW AND UNPROVEN AND MAY EXPERIENCE FREQUENT PRICE VOLATILITY DUE TO A VARIETY OF FACTORS, INCLUDING WITHOUT LIMITATION (I) THE INSIGNIFCANT USE OF DIGITAL ASSETS IN THE RETAIL AND COMMERCIAL MARKETPLACE IN COMPARISON TO RELATIVELY SIGNIFICANT USE BY SPECULATORS AND (II) THE LACK OF ASSURANCE THAT A PERSON OR INSTITUTION WHO ACCEPTS DIGITAL ASSETS AS PAYMENT TODAY WILL CONTINUE TO DO SO IN THE FUTURE. SUCH PRICE VOLATILITY MAY ADVERSELY AFFECT AN INVESTMENT IN DIGITAL ASSETS; THEREFORE, PRIOR TO USING GRAPESWAP, PLEASE EVALUATE THE MERITS AND RISKS OF THE INVESTMENT AND ENSURE ABILITY TO BEAR THE ECONOMIC RISK OF LOSING YOUR ENTIRE INVESTMENT IN A SHORT PERIOD OF TIME. NOTHING ON THE GRAPESWAP WEBSITE OR PLATFORM SHOULD BE CONSTRUED AS AN OFFER BY GRAPESWAP TO SELL OR SOLICITATION BY GRAPESWAP OF ANY OFFER TO BUY DIGITAL ASSETS.
GrapeSwap is a digital asset trading platform operated by and proprietary to Beeders Inovacao e Tecnologia Ltda. a Brazilian company (the “Company”). By accessing the GrapeSwap websites at https://grapeswap.lidia.in/ or https://grapestaking.lidia.in or https://grapenopoly.com (the “Website”), accessing the GrapeSwap platform through mobile devices, API or other connectivity channels offered by the Company, signing up to GrapeSwap and/or opening an account or using GrapeSwap (including its Platform service, as defined below, or any other GrapeSwap service), you agree to be bound by these terms and conditions between you and the Company, including any revisions from time to time as may be published by GrapeSwap (“Terms”). You acknowledge and agree that it is your responsibility to review these Terms periodically and become aware of any modifications thereto (if any) that may be made by the Company from time to time. PLEASE READ THESE TERMS CAREFULLY and please do not visit, access, or use GrapeSwap, or sign up or open an account with GrapeSwap if you disagree with any of these Terms. By electronically assenting to these Terms, you (a) are indicating that you have read and understand these Terms, and agree to be legally bound by such Terms and (b) represent and warrant that you have the authority to act on behalf of yourself and any entity or individual you represent. Please also note that there may be specific terms or conditions applicable to you as a user in a given jurisdiction, as detailed herein. Use of the words “we,” “us,” or “our” in these Terms refers to the Company and any or all of its affiliates.
1.1 GrapeSwap (GRAPE)
The Company operates a digital asset trading platform (“Platform”) that facilitates the buying and selling of Digital Assets (as defined herein) by the Platform user (“User”) and other ancillary services, including but not limited to, Swap, Staking and Farming Services. You may use your GrapeSwap platform to place orders (each, an “Order”) to buy, hold and/or sell Digital Assets. When our Platform’s matching engines match Orders, a trade (each, a “Trade”) occurs. Unmatched orders rest on the Platform’s order book (each, an “Order Book”). Each Trade (i) transfers ownership of Digital Assets between Users, (ii) is recorded on our internal ledger (“Exchange Ledger”), and (iii) is reflected through records held by us in each User’s Digital Asset Account (which shall be final and conclusive except in the unforeseeable events such as malicious attacks and/or system-related issues where the Company needs to review all the records and ascertain the actions required).
1.2 LEGALLY BINDING AGREEMENT
You acknowledge that these Terms govern your use of GrapeSwap and the other Platform services we provide and agree to be legally bound by all terms and conditions set forth in the Terms.. By clicking “I AGREE,” during the access and use the tools, you acknowledge and agree to be legally bound by the Terms and confirm that you have received the disclosures set forth herein. In addition, you represent and warrant that you have the authority to act on behalf of yourself and any entity or individual you represent. If you do not agree to be legally bound by these Terms, do not click “I AGREE” and please do not visit, access, or use GrapeSwap in any capacity or manner. Whether or not you click “I AGREE,” if you sign up for an account and use GrapeSwap in any capacity or manner, you agree, by virtue of any such action, to be legally bound by these Terms, as amended from time to time, in their entirety.
1.3 USING OUR SERVICES
By signing up to GrapeSwap and use the tools, you have affirmed that you are at least 18 years old, have the legal capacity to enter into these Terms, and agree to be legally bound by these Terms in their entirety.
In the event of a revision to these Terms, transactions that you have already undertaken, and benefits, such as trading fee discounts and rebates that you have earned, could be affected by the revisions to these Terms. You should, therefore, read these Terms from time to time, and understand that your continued acceptance of these Terms (as revised from time to time) is a condition of logging into GrapeSwap and/or using the Platform services. If you do not agree to be legally bound by these Terms, as amended from time to time, you should not log into your GrapeSwap account or use the services offered on the Platform. Should you disagree to these Terms (including any changes or amendments), please close your account immediately.
Prior to using GrapeSwap, you must first successfully provide the required identification information pursuant to our Compliance Program, which would necessarily include anti-money laundering (“AML”) and counter-terrorism financing (“CTF”) reviews (“Compliance Program”).
Our Platform services are not offered to any entities or persons who have their registered office or place of residence in the United States of America and five U.S. permanently inhabited territories – Puerto Rico, the U.S. Virgin Islands, Guam and the Northern Mariana Islands in the North Pacific Ocean, and American Samoa in the South Pacific Ocean, or any national, citizen, permanent resident of the country or region where digital asset trading is banned by the country’s own regulation, or a national, citizen, permanent resident of the country or region designated by the Company as prohibited in Section 3.5 SANCTIONS PROGRAMS herein, including the following countries or regions, which may be updated from time to time: Algeria, Bangladesh, Bolivia, Belarus, Burundi, Burma, Cote D’Ivoire (Ivory Coast), Crimea and Sevastopol, Cuba, Democratic Republic of Congo, Ecuador, Iran, Iraq, Libya, Mali, Morocco, Magnitsky, Liberia, North Korea, Nepal, Somalia, Sudan, Syria, Venezuela and Zimbabwe.
Kindly print and keep a copy of these Terms. The Company reserves the right to change any of these Terms at any time, and in such event the latest version of these Terms will be published by GrapeSwap at https://lidia.in/grapeswap-terms-of-service/.
1.4 SERVICE MODIFICATIONS
You acknowledge and agree that the Company may modify part or all of GrapeSwap or the Platform services without notice.
1.5 APPLICABLE LAWS AND REGULATIONS
Your conduct on GrapeSwap is subject to the laws, rules, regulations, guidelines and notices of all applicable governmental or regulatory authority (the “Applicable Laws and Regulations”) including, but not limited to AML/CTF provisions as mandated by the laws of Brazil and all other applicable rules and regulations regarding AML/CTF. You unequivocally acknowledge and agree that by signing up to GrapeSwap and opening an account and using GrapeSwap in any capacity, you acknowledge and agree to act in compliance with and be legally bound by these Terms as well as the Applicable Laws and Regulations.
1.6 ACCESSING GRAPESWAP
You acknowledge and agree that you are not permitted to enter or try to access any restricted area of any system or network of GrapeSwap or any GrapeSwap service provider under any circumstances or perform any functions that are not authorised by these Terms.
2. YOUR GRAPESWAP ACCOUNT
2.1 WALLET CONNECTION
There is only one way to access GrapeSwap service and tools, by using a 3rd party web3 wallet connection such as Metamask, Trust Wallet or similar.
3. COMPLIANCE WITH LAW
3.1 LEGAL PROCESS
You acknowledge and agree that we, as well as our affiliates, third-party service providers, their respective officers, directors, agents, joint ventures, employees and representatives (collectively, the “GrapeSwap Service Providers”), may comply with any writ of attachment, execution, garnishment, tax levy, injunction, restraining order, subpoena, warrant or other legal process relating to the Digital Assets in your GrapeSwap access, which any of us reasonably and in good faith believe to be valid. We may at our sole discretion and subject to applicable laws notify you of such process by electronic communication. We and any GrapeSwap Service Provider shall also be entitled to charge you for associated costs, in addition to any legal process fees. You agree to indemnify, defend, and hold the Company and all GrapeSwap Service Providers harmless from all actions, claims, liabilities, losses, costs, legal fees on an indemnity basis, or damages associated with compliance with any process that we or the GrapeSwap Service Providers reasonably believe in good faith to be valid. You further agree that we and any GrapeSwap Service Provider may honour any legal process, regardless of the method or location of service.
3.2 COMPLIANCE PROGRAM
Our Compliance Program is designed to prevent the use of the GrapeSwap Platform for money laundering or terrorist financing activities. We shall take all the necessary steps to monitor transactions, prohibit fraudulent transactions, report suspicious activities to the relevant regulators, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing, or any other financial crimes. At minimum, we shall (i) the appoint a Money Laundering Reporting Officer, who has responsibility for oversight of our compliance with relevant legislation, regulations, rules and industry guidance, (ii) establish and maintain a risk-based approach towards customer due diligence, identification, verification and know your customer procedures, including enhanced due diligence for those customers presenting higher risk, such as Politically Exposed Persons and Correspondent relationships; (iii) establish and maintain risk-based systems and procedures to monitor ongoing User activity; (iv) implement procedures for reporting suspicious activity internally and to the relevant law enforcement authorities as appropriate; (v) maintain appropriate records for the minimum prescribed periods; (vi) provide training and awareness for all relevant employees in our Company; and (vii) provide appropriate management information and reporting to senior management of the Company’s to ensure compliance with all regulatory requirements.
3.3 BACKGROUND CHECKS
In furtherance of our Compliance Program, we reserve the right to require you to provide us with additional information and/or require you to undergo a background check prior to being authorised to use GrapeSwap , or at any point thereafter, in accordance with Applicable Laws and Regulations.
3.4 SOURCE OF DIGITAL ASSETS
You agree, represent, and warrant that all Digital Assets in your GrapeSwap acccess, or Digital Assets exchanged or to be exchanged by you on GrapeSwap , are not the direct or indirect proceeds of any criminal or fraudulent activity.
You are not permitted to receive Digital Assets in your account from a third-party sender. Any Digital Assets you receive from a third-party will be considered unauthorised. We reserve the right to investigate the source of any funds or Digital Assets in your account. Following our review of any Digital Assets in question and the circumstances by which you received them, in the event we will determine that you are not the owner of such Digital Assets, we reserve the right to dispose of these Digital Assets in accordance with Applicable Laws and Regulations and in our sole discretion, which may include, returning them to the destination of their origin or to a charity of our choosing.
3.5 SANCTIONS PROGRAMS
Pursuant to the economic sanctions programs administered or enforced by any relevant country or government or international authority (“Sanctions Program”), including but not limited to, the US Department of the Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Hong Kong Monetary Authority or the Monetary Authority of Singapore, we are prohibited from providing services or entering into relationships with certain individuals and institutions. In the event that we are required to block funds or Digital Assets associated with your account in accordance with a Sanctions Program, or other similar government sanctions programs, we may: (i) suspend your account; (ii) terminate your account; (iii) return funds or Digital Assets to the destination of their origin or to an account specified by authorities; or (iv) require you withdraw funds or Digital Assets from your account within a certain period of time. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our compliance with Applicable Law and Regulations, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.
4.1 PROPRIETARY RIGHTS AND LIMITATIONS ON USE
GrapeSwap is the Company’s proprietary platform. GrapeSwap , and all material on the GrapeSwap website are protected by copyright and other intellectual property laws. You acknowledge and agree not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store GrapeSwap source code or similar proprietary or confidential data or other similar information provided via GrapeSwap , without the Company’s prior written consent. You may not use GrapeSwap for any unlawful purpose.
By agreeing to these Terms, the Company hereby grants you a non-assignable and non-exclusive personal, royalty-free license to use GrapeSwap in accordance with these Terms. All other uses are prohibited. All rights in and to GrapeSwap , and not granted herein, are reserved.
GrapeSwap and the GrapeSwap logo (whether registered or unregistered) (the “GrapeSwap Marks”) are proprietary marks licensed to GrapeSwap and protected by applicable trademark laws. Nothing contained in these Terms should be construed as granting any license to or right to use any of the GrapeSwap Marks displayed here without our express written consent. Any unauthorised use of the GrapeSwap Marks is strictly prohibited. You may not use any of the GrapeSwap Marks in connection with the creation, issuance, sale, offer for sale, trading, distribution, solicitation, marketing, or promotion of any investment products (e.g., Digital Assets, fiat currency, securities, commodities, investment or trading products,
derivatives, structured products, investment funds, investment portfolios, commodity pools, swaps, securitisations or synthetic products, etc.), including where the price, return, and/or performance of the investment product is based on, derived from, or related to GrapeSwap or any portion thereof, without a separate written agreement with us.
7.2 MAINTENANCE, DOWNTIME OR STOPPAGE OF SERVICES
You acknowledge and agree that part of or all of GrapeSwap may be periodically unavailable during scheduled maintenance, unscheduled downtime, or other stoppage of services (collectively, “Stoppages”). You acknowledge and agree that GrapeSwap shall not be liable for any inconvenience or damage to you as a result of Stoppages. Following Stoppages, when services resume, you acknowledge that the prevailing market prices may differ significantly from the prices prior to such Stoppages.
When you access GrapeSwap , we may make use of the standard practice of placing tiny data files called cookies, flash cookies, pixel tags, or other tracking tools (herein, “Cookies”) on your computer or other devices used to visit GrapeSwap . Cookies are small bits of information that are automatically stored on the web browser of your device that can be retrieved by us. The type of information we collect includes, but is not limited to, uniquely identifying visitor information and information related to your usage preferences. We use these technologies to help us recognise you as a user, collect information about your use of GrapeSwap to better customise our services and content for you, and collect information about your computer or other access devices to (i) ensure compliance with our Compliance Program and (ii) ensure that your account security has not been compromised by detecting irregular or suspicious account activities. By using GrapeSwap , you acknowledge and agree that we may collect and/or transmit any data collected from you via the Cookies to any GrapeSwap Service Provider, such as analytics providers, which may also make use of such ormation collected. If you block or delete Cookies, we may not be able to provide you with all of the Platform services. If you do not consent to the placing of Cookies on your device, please do not visit, access, or use GrapeSwap .
7.4 RECORDING AND RECORDKEEPING
We may electronically record and retain any electronic, email or telephone conversation we have with you, as well as all information, activity, and communications relating to your GrapeSwap Account and/or use of GrapeSwap . Records would be retained for such period as may be necessary by law, as we may require for our business, or internal record retention compliance policies.
7.5 THIRD-PARTY SERVICE PROVIDERS
7.6 THIRD-PARTY WEBSITES
GrapeSwap may link to other websites operated by or with content provided by third parties, and such other websites may link to our website. You acknowledge and agree that GrapeSwap has no control over any such other websites or content and will have no liability arising out of or related to such other websites or content. The existence of any such links does not constitute an endorsement of such websites or ontent. GrapeSwap is providing these links to you only as a convenience.
7.7 THIRD-PARTY INFORMATION ACCURACY AND USAGE
An information provider is any company or person who directly or indirectly provides us with information (“Information Provider”). Such information could include, but is not limited to, overall market data, quotations from other exchanges, markets, dealers, and/or miners of Digital Assets. The third-party information we may provide through GrapeSwap has been obtained from Information Providers and sources we believe are reliable; however, we cannot guarantee that this information is accurate, complete, timely, or in the correct order. The information belongs to the Information Providers. You may use this information only for your own benefit. You may not reproduce, sell, distribute, circulate, create derivative works from, store, commercially exploit in any way, or provide to any other person or entity without our written consent or the consent of the Information Provider, if required.
You acknowledge and agree that the information and services provided by GrapeSwap are not provided to, and may not be used by, any individual or institution in any jurisdiction where the provision or use thereof would be contrary to (a) any Applicable Laws and Regulations, (b) the rules or regulations of any governmental authority or regulatory organisation, or (c) where GrapeSwap is not authorised to provide such information or services, as GrapeSwap may not be available in all jurisdictions.
It is your sole responsibility to determine whether, and to what extent, taxes apply to any transactions you conduct through the Platform, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your Account History is available through your GrapeSwap Account; however, such Account History may be incomplete and it is your sole responsibility to separately download and record your Account History from time to time when available.
7.9 FORCE MAJEURE
You acknowledge and agree that in no event shall we or any GrapeSwap Service Provider be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our or any GrapeSwap Service Providers’ reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control including cyber security attacks, pandemics, or other events or incidents.
7.10 LEGAL COSTS
You agree to indemnify us and any GrapeSwap Service Provider for actual, reasonable legal costs and expenses directly related to your account or any Related Account that are a result of any regulatory inquiry, legal action, litigation, dispute, or investigation whether such situations occur or are anticipated, that arise or relate to you or your use of GrapeSwap . We will be entitled to charge your GrapeSwap Account for such costs without notice, including legal and enforcement related costs that we incur. Any withholding will last for a period of time that is reasonably necessary to resolve any regulatory or legal issue at hand. We may place any amounts garnered from you in a separate account, and will return the remaining balance to you after any noted issue has been resolved. Furthermore, you agree that where such anticipated or actual actions relate to a specific asset in your account, that asset may not be transferred out of the said account until the matter is resolved. We will provide copies of all invoices upon written request.
7.11 ENTIRE AGREEMENT
These Terms, or your rights and obligations hereunder, may not be transferred by you, but may be assigned by us without restriction (without having to seek your prior consent). Any attempted transfer or assignment by you in violation hereof shall be null and void. These Terms shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.
7.13 RELATIONSHIP OF THE PARTIES
You acknowledge and agree that nothing in these Terms shall be deemed to constitute, create, imply, give effect to, or otherwise recognise a partnership, employment, joint venture, or formal business entity of any kind， rights and obligations of the parties shall be limited to those expressly set forth herein. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from these Terms is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms. These Terms and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.
You acknowledge and agree that if any provision of these Terms, or application thereof, shall be determined to be invalid or unenforceable under any rule, law, or regulation or by any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law. You further agree and understand that the validity of or enforceability of any other provision (or of such provision, to the extent its application is not invalid or unenforceable) of these Terms shall not be affected.
All provisions of these Terms which by their nature extend beyond the expiration or termination of these Terms, including, without limitation, sections pertaining to suspension or termination, debts owed, general use of GrapeSwap, intellectual property and proprietary rights, disputes with us, and general provisions, shall survive the termination or expiration of these Terms.
Section headings in these Terms are for convenience only, and do not govern the meaning or interpretation of any provision of these Terms.
7.17 ENGLISH LANGUAGE PREVAILS
Notwithstanding any other provision of these Terms, any translation of these Terms is provided for your convenience. The meanings of terms, conditions, and representations herein are subject to their definitions and interpretations in the English language. In the event of conflict or ambiguity between the English language version and translated versions of these terms, the English language version shall prevail. You acknowledge and agree that you have read and understood the English language version of these Terms.
7.18 WRITTEN NOTICE
If we send an email to the email address on record for your GrapeSwap Account, you agree and understand that this constitutes ‘written notice’ from us to you. If you email [email protected] , this constitutes ‘written notice’ from you to us. For all notices made by email, the date of receipt is considered to be the date of transmission.
7.19 NON-WAIVER OF RIGHTS
These Terms shall not be construed to waive rights that cannot be waived under Applicable Laws and Regulations, including applicable state money transmission laws in the state where you are located. In addition, our failure to insist upon your strict compliance with any term or provision of these Terms shall not be construed as a waiver for you to not comply with such term or provision.
If you would like to lodge a complaint, please contact our Customer Support Team by email at [email protected] using the email address on record for your GrapeSwap Account.
7.21 SUBMISSIONS TO GRAPESWAP
We cannot agree to obligations of confidentiality or nondisclosure with regard to any unsolicited information you submit to us, regardless of the method or medium chosen. By submitting information or materials to us or any GrapeSwap Service Provider, you or anyone acting on your behalf, agree that any such information or materials will not be considered confidential or proprietary.
We do not provide any facility for sending or receiving private or confidential electronic communications. You should not use GrapeSwap to transmit any communication for which you intend only you and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered using GrapeSwap can and may be read by us, regardless of whether we are the intended recipients of such messages. Nevertheless, access to messages and other content will be accessible only by employees and advisors and GrapeSwap Service Providers that reasonably need such access.
The Platform services we provide are subject to international export controls and economic sanctions requirements. By purchasing Digital Assets on GrapeSwap , you represent and warrant that your acquisition and use of any such Digital Assets comports with those requirements. Without limiting the foregoing, you may not purchase Digital Assets on GrapeSwap or use any of our services that we provide if: (i) you (or any of your subsidiaries, director,, officer, employee, agent, or affiliate as the case may be) or any person having a direct or indirect beneficial interest in you or any Digital Assets being acquired by you, or any person for whom you are acting as agent or nominee in connection with any Digital Assets being acquired by you, is the subject of any sanctions administered or enforced by any country or government or international authority, including the US Department of the Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Hong Kong Monetary Authority or the Monetary Authority of Singapore (collectively, “Sanctions”) or is located, organised, citizen or resident in a country or territory that is, or whose government is, the subject of Sanctions, or (ii) if you intend to sell any Digital Assets purchased on GrapeSwap or offer any services that we provide on GrapeSwap to any country, national, or resident of a country or territory which is subject to Sanctions or to any person who is the subject of any Sanctions.
8.2 GAMBLING POLICY
It is generally illegal in Brazil and all relevant jurisdictions (save where the proper licenses are obtained) to require a person to pay money, give something of value, or expend significant effort (in legal terms, “consideration”) to enter or participate in an activity or promotion in which he or she may win a prize if there is a significant degree of chance involved) (“Illegal Gambling”).
You acknowledge and agree that we have the right to immediately (i) suspend your account and any Related Account, (ii) freeze/lock the funds and Digital Assets in all such accounts, and (iii) suspend your access to GrapeSwap , if we suspect, in our sole discretion, any such accounts to be considered as Illegal Gambling, which is a direct violation of these Terms. We have the right to terminate any such accounts and take any and all necessary and appropriate actions pursuant to these Terms and/or Applicable Laws and Regulations.
9. DISCLAIMER AND INDEMNITIES
9.1 GRAPESWAP NOT LIABLE
You acknowledge and agree that the Company cannot be held responsible for any failure or delay to act by any GrapeSwap Service Provider, including our banks, or any other participant that is within the time limits permitted by these Terms or prescribed by law, or that is caused by your negligence.
You further acknowledge and agree that neither we nor any GrapeSwap Service Provider can be held responsible for any erroneous Order or Trade (as defined in the ‘Erroneous Orders’ and ‘Erroneous Trades’ sections) or “System Failure” (defined as a failure of any computer hardware or software used by GrapeSwap , a GrapeSwap Service Provider, or any telecommunications lines or devices used by GrapeSwap or a GrapeSwap Service Provider), or Stoppages, which prevents us from fulfilling our obligations under these Terms, provided that we or the relevant GrapeSwap Service Provider (as applicable) used commercially reasonable efforts to prevent or limit such erroneous Orders, erroneous Trades, System Failures, or Stoppages. You also acknowledge and agree that neither we nor any GrapeSwap Service Provider shall not be held responsible for any other circumstances beyond our or such GrapeSwap Service Providers’ (as the case may be) reasonable control.
We endeavour to provide you with reliable service. From time to time, interruptions, errors or other deficiencies in service may occur due to a variety of factors, some of which are outside of our control. These factors can contribute to delays, errors in service, or system outages. You may experience difficulties in accessing your GrapeSwap Account, withdrawing your Digital Assets, depositing your Digital Assets, and/or placing and/or cancelling Orders.
In no event shall we or any GrapeSwap Service Provider be liable for any act, omission, error of judgment, or loss suffered by you in connection with these Terms or your use or attempted use of GrapeSwap . You agree to indemnify and hold us and all GrapeSwap Service Providers harmless from or against any or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable legal fees), claims, disbursements or actions of any kind and injury (including death) arising out of or relating to (i) your use of GrapeSwap ,(ii) our and any GrapeSwap Service Providers’ performance or non-performance of duties to you, or (iii) your failure to secure and keep confidential your login credentials for your GrapeSwap Account. You agree to waive any statute or doctrine applicable to you which has the effect of excluding from the scope of a general release claims, which a creditor does not know or suspect to exist in his or her favour at the time of agreeing to such general release.
10. GOVERNING LAW AND DISPUTE RESOLUTION
10.1 GOVERNING LAW
These Terms, your use of GrapeSwap , your rights and obligations, and all actions contemplated by, arising out of or related to these Terms shall be governed by the laws of Brazil, as if these Terms is a contract wholly entered into and wholly performed within Brazil. YOU AGREE THAT ALL ORDERS, TRADES, DEPOSITS, WITHDRAWALS, OR SALES ON GRAPESWAP AND CONTEMPLATED IN ACCORDANCE WITH THESE TERMS SHALL BE DEEMED TO HAVE OCCURRED IN BRAZIL AND BE SUBJECT TO THE INTERNAL LAWS OF BRAZIL WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.
10, 2 DISPUTE RESOLUTION
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION SECTION AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE SELLER AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Each party (i) waives all its respective right(s) to have any and all disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) arising from or related to these Terms resolved in a court, and (ii) waive all its respective right(s) to have any Disputes heard before a jury. Instead, each party shall arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
Any Dispute arising out of or related to these Terms is personal to you and will be resolved solely through individual arbitration, and in no circumstances shall be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an entity attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Any Dispute arising out of or in connection with these Terms (including without limitation the enforceability of this section or any question regarding its existence, validity or termination) shall be referred to and finally resolved by arbitration administered by the Federative Republic of Brazil in accordance with the Federative Republic of Brazil for the time being in force, which rules are deemed to be incorporated by reference in this section. The seat of the arbitration shall be Brazil. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be Portuguese.
Each party will notify the other party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to the Company shall be sent by e-mail to the Company at [email protected] . Notice to you shall be either posted on the Website or, if available, will be sent by email to your email on record. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a full and sufficient description of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and the Company cannot agree how to resolve the Dispute within thirty (30) days after the date the notice is received by the applicable party, then either you or the Company may, as appropriate and in accordance with this section, commence an arbitration proceeding or, to the extent specifically provided for in this section, file a claim in court.
The arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
If any term, clause or provision of this section is held invalid or unenforceable, it will be so held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth in this Section are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
You agree that this Section of these Terms has been included to rapidly and inexpensively resolve any disputes with respect to the matters described herein, and that this Section shall be grounds for dismissal of any court action commenced by you with respect to a dispute arising out of such matters.
A printed version of these Terms shall be admissible in judicial or administrative proceedings.
BY CLICKING “I ACCEPT” DURING ACCOUNT SIGNUP PROCESS AND ACCESSING THE PLATFORM THROUGH WEBSITE AND APP, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND THAT YOU WILL BE BOUND BY AND COMPLY WITH ALL OF ITS TERMS AND CONDITIONS. DO NOT CLICK THE “I ACCEPT” BUTTON OR STOP ACCESSING THE PLATFORM OR STOP USING THE SERVICES, IF YOU DO NOT AGREE TO BE BOUND BY THESES TERMS