Terms of Service
Last Updated: September 24, 2023
Volatility Labs Inc. d/b/a Fig Investments and its
subsidiaries, affiliates, associated companies and jointly controlled entities)
(collectively “Fig Investments”, “We” or “Our”) operates an
interactive online investing platform (“Fig Platform”) for digital asset
investors at https://fig.investments
that: (i) offers eligible investors opportunities to buy and sell customized
structured investment products (“Structured Notes”) (ii) offers users
that are not eligible investors view-only information related to the Structures
Notes; and (iii) may offer users other products, features and services, in all
cases in compliance with applicable law (collectively, all current and future
products and services offered to users on the Fig Platform are referred to as
the “Services”).
These terms of service, together with any documents and/or
additional terms they expressly incorporate by reference, constitute a contract
(the “Terms of Service”) between you and Fig Investments.
PLEASE READ THESE TERMS CAREFULLY – IT CONSTITUTES A LEGAL
AGREEMENT BETWEEN YOU AND FIG INVESTMENTS. By signing up to use an account
through Fig Platform or any associated informational websites, electronic
communications, APIs, or mobile applications (collectively, the “Website”
or “Site”), or by using the Website or a Fig Platform Account (as
defined below), you agree that you have read, understood, and accept all of the
terms and conditions contained in these Terms of Service. If you do not agree
to any part of these Terms of Service, you may not use the Website or open a
Fig Platform Account.
1.
PERMISSION TO USE THE WEBSITE
1.1
Upon acceptance of these Terms of Service, you may:
·
view pages from the Website in a web browser;
·
download pages from the Website for caching in a web browser;
·
stream audio and video files from the Website using the media
player on the Site, if applicable; and
·
use the Site by means of a web browser.
By using the Services, you are confirming your
acceptance of these Terms of Service and your use of the Services is subject to
all provisions of these Terms of Service.
1.2
As a condition of your access and use, you agree that you may use
the Website only for lawful purposes and in accordance with these Terms of
Service.
1.3
Without limiting the foregoing, you warrant and agree that your
use of the Website shall not in any manner violate any applicable federal,
state, provincial, local, or international law or regulation including, without
limitation, any laws regarding the export of data or software, patent,
trademark, trade secret, copyright, or other intellectual property, legal
rights (including the rights of publicity and privacy of others) or contain any
material that could give rise to any civil or criminal liability under
applicable laws or regulations or that otherwise may be in conflict with these
Terms of Service and our Privacy
Policy[A3] .
2.
SERVICES
2.1
Services. The Services offered by Fig Investments in most
jurisdictions are limited at this time, and consist of view-only access to the
Fig Platform, including the ability to test the “Thesis Builder Wizard” on the
Fig Platform to generate hypothetical terms for a hypothetical Structured Note
that will not be issued by Fig Investments.
2.2
Pilot Test. Fig Investments may offer Structured Notes and
to a limited number of eligible users in a limited number of jurisdictions for
the purpose of beta testing the Fig Platform (the “Pilot Test”). Only
users that are eligible to participate in the the Pilot Test will have the
ability to complete the process of opening an account on the Fig Platform (a “Fig
Platform Account”).
2.3
Fig Platform Account. In order to invest in Structured
Notes generated using the Fig Platform, a user must open a Fig Platform
Account. A Fig Platform Account is held in the name of a user and is used for
recording the user’s Structured Notes and fiat balances, if any, held on the
Fig Platform and for the initiation of an order for a Structured Note and for
providing instructions to Fig Investments regarding payment of amounts due
under a Structured Note. If you want to invest in a Structured Note, you must
complete the know-your-client (“KYC”) process on the Fig Platform and
open a Fig Platform Account. As this time, only a limited number of users from
a limited number of jurisdictions may open a Fig Platform Account. If you have
opened a Fig Platform Account, you are an “Accountholder” under these
Terms of Service. If you have not opened a Fig Platform Account, you are a “User”
under these terms of Service. For greater certainty, an Accountholder is also a
User under these Terms of Service.
2.4
Accredited Investor Status. To open a Fig Platform
Account, you must qualify as an “accredited investor” under securities laws in
your jurisdiction or otherwise be eligible to invest in securities that are not
qualified by prospectus or registered for distribution to the public under the
laws of your jurisdiction. Additional information regarding your status as an
accredited investor will be gathered as part of the KYC process on the Fig
Platform prior to your investment in any Structured Note.
2.5
Jurisdiction. Users of this Site are responsible for
observing all applicable laws and regulations in their relevant jurisdictions
before proceeding to access the information contained herein or to use a Fig
Platform Account.
(a)
The information or Fig Platform Accounts provided in or
accessible through the Website are not intended for distribution to, or use by,
any person or entity in any jurisdiction or country where such distribution or
use would be contrary to law or regulation or which would subject Fig
Investments to any registration or other requirement within such jurisdiction
or country which Fig Investments does not currently have.
(b)
Fig Investments reserves the right to limit access to the Website
to any person, geographic region, or jurisdiction.
(c)
By proceeding to access the information, you are deemed to have
represented and warranted that the applicable laws and regulations of your
relevant jurisdiction allow you to do so.
2.6
No Advice or Liability. By using the Website or a Fig
Platform Account, you agree and acknowledge that:
(a)
Fig Investments does not provide any authoritative or qualified
advice on the legality of any Crypto Asset and/or Structured Note transaction
in your jurisdiction.
(b)
It is your sole responsibility to understand the laws applicable
to you in your jurisdiction and to comply with the same.
2.7
Anti-Money Laundering (AML) and Sanctions
(a)
Individual. If you are an individual, you must be at least
18 years old to use the Fig Platform Website or set up a Fig Platform
Account and represent that you are of such age in doing so. Neither you, nor
any person for whom you are acting as an agent or nominee, as applicable:
(i)
appear on the List of Specially Designated Nationals and Blocked
Persons maintained by the United States Office of Foreign Assets Control (“OFAC”)
from time to time;
(ii)
are a foreign shell bank;
(iii)
reside in or have funds which transfer from or through an account
in a Non-Cooperative Jurisdiction (as classified by the Financial Action Task
Force on Money Laundering (“FATF”));
(v)
are a “Politically Exposed Foreign Person”, “Politically Exposed
Domestic Person” or “Head of International Organization” or a “close associate”
or such person as defined in the Proceeds of Crime (Money Laundering) and
Terrorist Financing Act (Canada) and regulations made thereunder.
(b)
Entity. If you are entering into this agreement on behalf
of a corporation or other entity, you acknowledge that you satisfy the
requirements noted in the previous paragraph and that your corporation (or
other entity):
(i)
is an entity operating in good standing in its jurisdiction of
formation; and
(ii)
has as its directors, officers, and persons who own or control 25%
or more of the corporation (or entity) individuals who satisfy the requirements
noted in the previous paragraph.
For clarity, countries or territories that have been
designated as “Jurisdictions under Increased Monitoring” and “High-Risk
Jurisdictions subject to a Call for Action” with the FATF constitute
Non-Cooperative Jurisdictions.
2.8
E-Sign and Electronic Communications Consent
(a)
All agreements, applications or records that you sign or agree to
in connection with Services provided on the Fig Platform will be solely in
electronic form.
(b)
Furthermore, you agree and consent to receive electronically all
communications, agreements, documents, notices and disclosures (collectively, “Communications”)
that we provide in connection with your Fig Platform Account.
(d)
Fig Platform may not send Communications in a language other than
English, and if you are not fluent in English, you should consider obtaining
the services of an interpreter.
(e)
You understand and agree that if Fig Platform or its agent sends
you Communications but you do not receive them because your primary email
address on file is incorrect, out of date, blocked by your service provider, or
you are otherwise unable to receive electronic Communications through no fault
of Fig Platform and Fig Investments, Fig Investments will be deemed to have
provided such Communications to you.
3.
INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP
3.1
You understand and agree that the Website and its entire
contents, features, and functionality, including, but not limited to, all
information, software, code, text, displays, graphics, photographs, images, video,
audio, design, presentation, website layout, selection, and arrangement, are
owned by Fig Investments, its licensors, or other providers of such material
and are protected in all forms by intellectual property laws including without
limitation, copyright, trademark, patent, trade secret, and any other
proprietary rights.
3.2
Fig Investments name, Fig Investments logo, and all related
names, logos, product and service names, designs, images, and slogans are
trademarks of Fig Investments or its affiliates or licensors. You must not use
such marks without the prior written permission of Fig Investments. Other
names, logos, product and service names, designs, images, and slogans
mentioned, or which appear on this Website, are the trademarks of their
respective owners. Use of any such property, except as expressly authorized, shall
constitute an infringement or violation of the rights of the property owner and
may be a violation of federal or other laws and could subject the infringer to
legal action.
3.3
You may only use the Website for your personal and non-commercial
use, and solely for approved purposes as permitted by Fig Investments from time
to time. You shall not directly or indirectly reproduce, compile for an
internal database, distribute, modify, create derivative works of, publicly
display, publicly perform, republish, download, store, or transmit any of the
material on our Website, in any form or medium whatsoever except:
·
your computer and browser may temporarily store or cache copies
of materials being accessed and viewed;
·
in the event social media platforms are linked to certain content
on our Website, you may take such actions as our Website and such third-party
social media platforms permit;
·
where you have received prior written permission from Fig
Investments to do so.
3.4
You are not permitted to modify copies of any materials from this
Website nor delete or alter any copyright, trademark, or other proprietary
rights notices from copies of materials from this Site. You must not access or
use for any commercial purposes any part of the Website or any services or
materials available through the Website.
3.5
If you print off, copy or download any part of our Website in
breach of these Terms of Service, your right to use the Website will cease
immediately and you must, at our option, return or destroy any copies of the
materials you have made. You have no right, title, or interest in or to the
Website or to any content on the Website, and all rights not expressly granted
are reserved by Fig Investments. Any use of the Website not expressly permitted
by these Terms of Service is a breach of these Terms of Service and may
infringe or violate copyright, trademark, and other intellectual property or
other proprietary laws.
3.6
You agree and warrant that you, not Fig Investments (nor any of
its parent, subsidiaries, affiliates, or its or their respective directors,
officers, employees, agents, service providers, contractors, licensors,
licensees, suppliers or successors), are fully responsible and liable for any
and all content, material, and information you submit, post, publish, display,
or transmit (collectively, “submit”) to the Website or to other users or
persons (collectively, “User Submissions”). None of the User Submissions
you submit to the Website will be subject to any confidentiality by Fig
Investments. By providing any User Submission to the Website, you grant us and
our affiliates and service providers, and each of their and our respective
licensees, successors, and assigns the right to a world-wide, royalty free,
perpetual, irrevocable, non-exclusive licence to use, reproduce, modify,
perform, display, distribute, and otherwise disclose to third parties any such
material for any purpose and according to your account settings and/or
incorporate such material into any form, medium or technology throughout the
world without compensation to you. You further waive any moral rights or other
rights of authorship as a condition of submitting any User Submission. By
submitting the User Submissions, you declare and warrant that you own or have
the necessary rights to submit the User Submissions and have the right to grant
the licence hereof to us and our affiliates and service providers, and each of
their and our respective licensees, successors, and assigns to the User
Submissions and comply with these Terms and Conditions.
4.
CREATING AN ACCOUNT
4.1
Registration. To become an Accountholder, you must first
register through the Website and provide certain KYC information to facilitate
compliance by Fig Investments with AML and sanctions laws and securities laws
in your jurisdiction. Fig Investments may, in its absolute and sole discretion,
refuse to allow you to establish a Fig Platform Account.
4.2
Privacy Policy. We strive to take all reasonable steps to
protect your personal information, however, we cannot and do not guarantee the
security of any information or data you disclose to us. Fig Investments is
based in Alberta, Canada and the information we collect is governed by the
provincial laws of Alberta, the federal laws of Canada, and the laws of other
jurisdictions by which our activities may be affected. By accessing or using a
Fig Platform Account or otherwise providing information to us, you consent to the
processing and transfer of information in and to Canada. Please see our Privacy
Policy (https://fig.investments/privacy)
for more information.
4.3
Identity Verification. In order to fund and place a
trade on a Fig Platform Account and to help the government fight the
funding of terrorism and money laundering activities, you may be required to
provide Fig Investments with certain personal information, which may include:
·
your name, address, telephone number, e-mail address, date of
birth, taxpayer identification number, government identification number, and
information regarding your bank account (e.g., financial institution, account
type, routing number, and account number).
·
In submitting this or any other personal information as may be
required, you verify that the information is accurate and authentic, and you
agree to notify Fig Investments if any information changes.
·
You hereby authorize Fig Investments to, directly or through
third parties, make any inquiries we consider necessary to verify your identity
and/or protect against fraud or other financial crime, including to query
identity information contained in public reports (e.g., your name, address,
past addresses, or date of birth), to query account information associated with
your linked bank account (e.g., name or account balance), and to take action we
reasonably deem necessary based on the results of such inquiries and reports.
·
You further authorize any and all third parties to which such
inquiries or requests may be directed to fully respond to such inquiries or
requests.
5.
STRUCTURED NOTES
5.1
Customized Investment Parameters. You can use the “Thesis
Builder Wizard” on the Fig Platform to create a Structured Note by customizing
your investment parameters from a range of options presented on the Fig
Platform. Once you select your investment parameters, an algorithm is applied
to determine an optimal mix of traditional fixed income securities and
derivatives on crypto assets (“Crypto Options”) that reflects your parameters
(the “Underlying Portfolio”).
5.2
Indicative Note Term Sheet. The Fig Platform will generate
an indicative term sheet (“Indicative Note Term Sheet”) for a Structured
Note which reflects your investment parameters, and also sets out other
relevant information about your Structured Note, including the minimum and
maximum return on your investment, all Underlying Portfolio constituents, and
the origination fee of 0.05% of the principal amount of the Structured Note
payable to Fig Investments.
5.3
Subscription for Structured Note. If you want to invest in
the Structured Note described in the Indicative Note Term Sheet, you must:
(a)
accept the Indicative Note Term Sheet on the order confirmation
page of the Fig Platform,
(b)
complete the Subscription Agreement in the KYC section of the Fig
Platform, which includes, for Canadian investors, an Accredited Investor
Certificate and Risk Acknowledgement Form, and for investors outside of Canada,
an Offshore Subscriber’s Certificate, and
(c)
fund your Fig Platform Account in an amount equal to the
Principal Amount plus the Fig Investments’ origination fee, as set out in the Indicative
Note Term Sheet.
5.4
Order Fulfillment. Each Structured Note will be subject to
fulfillment on a best-efforts basis within 30 minutes of confirmation by
you during Canadian business hours. During this time, Fig Investments will
attempt to fulfill your order for by purchasing the fixed income securities and
Crypto Options in the Underlying Portfolio. If the prices for Crypto Options
have moved against you and we are unable to fulfil your order, we will mark the
order as “Unfulfilled” and you will not be charged an origination fee. We will
notify you that your order was unfulfilled due to changing market conditions.
If Crypto Option prices are favourable (equal or better than the Underlying
Portfolio which was detailed in the Indicative Note Term Sheet), we will
fulfill the order. Prior to fulfillment, you may cancel the order until the
order status is “Locked”, which will appear in the “Portfolio” section of your
Fig Platform Account when the order is fulfilled.
5.5
Final Note Term Sheet. Once the order set out in the Indicative
Note Term Sheet is fulfilled, the final terms for the Note (the “Final Note
Term Sheet”) will be posted to your Fig Platform Account. The Final Note
Term Sheet will include the exact prices for the Crypto Options in the Underlying
Portfolio, the exact date and time on which the Structured Note was issued, and
the exact date and time on which the Structured Note will mature.
5.6
General Information Statement. Every Indicative Note Term
Sheet, and every Final Note Term Sheet, incorporates by reference, certain
general terms, conditions and information set out in this document with applies
to all Notes: General Information
Statement. Your Indicative Note Term Sheet and Final Note Term Sheet will
reference the specific version of the General Information Statement that applies
to your Structured Note. All versions of the General Information Statement will
be available on the Fig Platform. Capitalized terms used and not otherwise
defined in these Terms of Service have the meanings given to them in the
General Information Statement.
5.7
No Reliance. An Accountholder may rely on the binding
terms set out in their Final Note Term Sheet and General Information Statement
as reflecting the legal obligations of Fig Investments under the Structured
Notice. Other than the terms and conditions set out in those documents, Users
and Accountholders should be aware that:
(a)
Fig Investments makes no guarantees or recommendations of any
kind, nor does it purport to offer any investment advice or recommendations
relating to the Structured Notes, Crypto Options, Indices or Crypto Assets more
generally.
(b)
Pricing and other information may be made available on the
Website may not reflect actual prices or values that may be available to you in
the market at the time generated or at the time you may want to purchase or
sell a particular Structured Note.
(c)
Nothing on the Website is, or should be relied on as, a promise
or representation as to the future.
5.8
Forward-looking Statements. The Website may contain views,
estimates, opinions, predictions or other forward-looking statements, which may
reflect the views of Fig Investments with respect to, among other things, Fig
Investments’ operation, the performance of a Crypto Asset, Index, Structured
Note, or the Crypto Asset markets generally. Users may identify forward-looking
statements by the use of words such as “believe”, “expect”, “potential”,
“continue”, “may”, “will”, “should”, “seek”, “approximately”, “predict”,
“intend”, “plan”, “estimate”, “anticipate” or other comparable words. These
forward-looking statements are subject to various risks, uncertainties and
assumptions. Should any assumptions underlying potential forward-looking
statements contained on the Website prove to be incorrect, the actual outcome
or results may differ materially from outcomes or results projected in these
statements.
(a)
THERE ARE OR WILL BE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL
OUTCOMES OR RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED IN
FORWARD-LOOKING STATEMENTS ON THE WEBSITE.
(b)
FIG INVESTMENTS DOES NOT UNDERTAKE ANY OBLIGATION TO UPDATE OR
REVIEW ANY FORWARD-LOOKING STATEMENT, WHETHER AS A RESULT OF NEW INFORMATION,
FUTURE DEVELOPMENTS OR OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW OR
REGULATION.
6.
SUSPENSION, RESTRICTION, AND CANCELLATION OF YOUR FIG PLATFORM
ACCOUNT
6.1
So long as you do not have any Structured Notes outstanding, Fig
Investments may restrict, suspend or terminate your access to the Website and
Fig Platform Account in our absolute and sole discretion, immediately and
without prior notice, and delete or deactivate related information and files
without cost to you, including, for example, in the event that you breach any
terms of these Terms of Service or you take any action that Fig Investments
deems abusive or as circumventing Fig Investments controls.
6.2
If you have one or more Structured Notes outstanding at the time
when you breach any terms of these Terms of Service or take any action that Fig
Investments deems abusive or as circumventing Fig Investments controls, Fig
Investments will impose such restrictions on your access to the Website and Fig
Platform Account as are commercially reasonable in the circumstances, having
regard to your rights as a Noteholder and our obligations to comply with
applicable law, including without limitation, AML and sanctions laws,
securities law and tax law in Canada and in the jurisdictions where we provide
Services.
7.
YOUR USE OF THE SITE AND ACCOUNT SET-UP AND SECURITY
7.1
The security of your personal information is very important to
us. We use physical, electronic, and administrative measures designed to secure
your personal information from accidental loss and from unauthorized access,
use, alteration, and disclosure, consistent with our Privacy Policy[A6] .
7.2
The safety and security of your information also depend on you.
Users are responsible for obtaining their own access to the Site. Users are
required to ensure that all persons who access the Website through a user’s
internet connection are aware of these Terms of Service and comply with them.
The Website, including content or areas of the Website, may require user
registration. It is a condition of your use of the Website that all the
information you provide on the Website is correct, current, and complete.
7.3
Unfortunately, the transmission of information via the internet
is not completely secure. Although we do our best to protect your personal
information, we cannot guarantee the security of your personal information
transmitted to our Website. Any transmission of personal information is at your
own risk. We are not responsible for circumvention of any privacy settings or
security measures contained on the Website.
7.4
Your provision of registration information and any submissions
you make to the Website through any functionality such as applications, chat
rooms, e-mail, message boards, personal, or interest group web pages, profiles,
forums, bulletin boards and such other functions (collectively, “Interactive
Functions”) constitutes your consent to all actions we take with respect to
such information consistent with our Privacy
Policy[A7] .
7.5
Any username, password, or any other piece of information chosen
by you, or provided to you as part of our security procedures, must be treated
as confidential, and you must not disclose it to any other person or entity.
You must exercise caution when accessing your Fig Platform Account from a
public or shared computer so that others are not able to view or record your
password or other personal information. You understand and agree that should
you be provided a Fig Platform Account or other account, your account is
personal to you and you agree not to provide any other person with access to
this Website or portions of it using your username, password, or other security
information. You agree to notify us immediately of any unauthorized access to or
use of your username or password or any other breach of security. You also
agree to ensure that you logout from your account at the end of each session.
You are responsible for any password misuse or any unauthorized access.
7.6
You are prohibited from attempting to circumvent and from
violating the security of this Website, including, without limitation:
(a)
accessing content and data that is not intended for you;
(b)
attempting to breach or breaching the security and/or
authentication measures which are not authorized;
(c)
restricting, disrupting or disabling service to users, hosts,
servers, or networks;
(d)
illicitly reproducing TCP/IP packet header;
(e)
disrupting network services and otherwise disrupting Website
owner’s ability to monitor the Website;
(f)
using any robot, spider, or other automatic device, process, or
means to access the Site for any purpose, including monitoring or copying any
of the material on the Site;
(g)
introducing any viruses, trojan horses, worms, logic bombs, or
other material that is malicious or technologically harmful;
(h)
attacking the Website via a denial-of-service attack, distributed
denial-of-service attack, flooding, mailbombing, or crashing; and
(i)
otherwise attempting to interfere with the proper working of the
Website.
8.
WEBSITE MONITORING AND ENFORCEMENT, SUSPENSION, AND TERMINATION
8.1
Fig Investments has the right, without providing notice to you,
to:
(a)
Take appropriate legal action, including, without limitation,
referral to law enforcement or regulatory authority, or notifying the harmed
party of any illegal or unauthorized use of the Website. Without limiting the
foregoing, we have the right to fully cooperate with any law enforcement
authorities or court order requesting or directing us to disclose the identity
or other information of anyone posting any materials on or through the Website.
(b)
Terminate, suspend or disable your access to all or part of your
account or the Website for any or no reason, including, without limitation, any
violation of these Terms of Service.
8.2
YOU WAIVE AND HOLD HARMLESS FIG INVESTMENTS AND ITS PARENT,
SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND
SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY FIG
INVESTMENTS AGAINST YOU, IN ACCORDANCE WITH THIS AGREEMENT, AND ANY OF THE
FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER FIG INVESTMENTS OR
SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
8.3
We have no obligation, nor any responsibility to any party to
monitor the Website or its use, and do not and cannot undertake to review
material that you or other users submit to the Website. We cannot ensure prompt
removal of objectionable material after it has been posted and we have no
liability for any action or inaction regarding transmissions, communications,
or content provided by any user or third party, subject to applicable laws.
9.
PRIVACY
By submitting your personal information and using our
Website, you consent to the collection, use, reproduction, hosting, processing,
transmission, and disclosure of any such information in compliance with our Privacy Policy[A8] , including as we deem
necessary for use of the Website and provision of Fig Platform Accounts.
10.
SECURITIES DISCLAIMERS AND NOTICES
10.1
Legal Distributions of Structured Notes. Eligible
investors that open a Fig Platform Account and complete a subscription
agreement for purchasing a Structured Note (which includes certification of
Accredited Investor status or other eligibility criteria) may invest in
Structured Notes issued by Fig Investments and offered through the Fig Platform
(a “Legal Distribution of Structured Notes”).
10.2
NO OFFER, RECOMMENDATION OR SOLICITATION. THE WEBSITE IS
ONLY INTENDED TO PROVIDE GENERAL INFORMATION AND SHOULD NOT BE RELIED UPON FOR
INVESTMENT PURPOSES. NONE OF THE INFORMATION CONTAINED ON THIS WEBSITE
CONSTITUTES A RECOMMENDATION, SOLICITATION OR OFFER BY FIG INVESTMENTS TO BUY
OR SELL ANY CRYPTO ASSETS, CURRENCIES, CURRENCY PAIRS, OR OTHER PROPERTY,
SECURITIES, FUTURES, OPTIONS, STRUCTURED NOTES OR OTHER FINANCIAL INSTRUMENTS
OR PROVIDE ANY INVESTMENT, TAX, OR LEGAL ADVICE OR SERVICE, OTHER THAN TO
PERMIT LEGAL DISTRIBUTIONS OF STRUCTURED NOTES. ANY INFORMATION, QUOTES,
FORECASTS, RETURN ESTIMATES OR INDICATIONS OF PAST PERFORMANCE CONTAINED IN
THIS WEBSITE SHOULD NOT BE CONSIDERED INVESTMENT ADVICE OR RECOMMENDATIONS.
10.3
NO REGISTRATION AS AN INVESTMENT COMPANY IN THE UNITED STATES.
NEITHER VOLATILITY LABS INC. NOR ANY OF ITS AFFILIATES IS REGISTERED AS AN
INVESTMENT COMPANY UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED
(THE “INVESTMENT COMPANY ACT”), AND INVESTORS WILL NOT BE ENTITLED TO
THE BENEFITS OF THE INVESTMENT COMPANY ACT.
10.4
NO REGISTRATION AS AN ADVISER, DEALER OR INVESTMENT FUND
MANAGER. NEITHER VOLATILITY LABS INC. NOR ANY OF ITS AFFILIATES (“COMPANY
GROUP”) IS REGISTERED AS A DEALER, ADVISER, OR INVESTMENT FUND MANAGER
UNDER APPLICABLE SECURITIES LAWS IN CANADA OR THE UNITED STATES. DURING THE
PILOT PHASE, FIG INVESTMENTS WILL RELY ON THE EXEMPTION ORDER TO CONDUCT LEGAL
DISTRIBUTIONS OF STRUCTURED NOTES TO A LIMITED NUMBER OF INVESTORS IN ALBERTA,
BRITISH COLUMBIA AND FOREIGN JURISDICTIONS WHERE SUCH DISTRIBUTIONS ARE
PERMITTED UNDER LOCAL LAW.
10.5
THE INFORMATION CONTAINED IN THE WEBSITE OR SERVICES HAS NOT BEEN
INDEPENDENTLY VERIFIED. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS
MADE AS TO, AND NO RELIANCE SHOULD BE PLACED ON THE FAIRNESS, ACCURACY,
CORRECTNESS, COMPLETENESS, ORIGINALITY, TIMELINESS, REASONABLENESS,
NON-INFRINGEMENT, SUITABILITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE OF, THE INFORMATION OR OPINIONS CONTAINED IN THE
WEBSITE OR SERVICES. IT IS NOT THE INTENTION OF FIG INVESTMENTS TO PROVIDE, AND
YOU MAY NOT RELY ON THESE MATERIALS AS PROVIDING A COMPLETE OR COMPREHENSIVE
ANALYSIS OF THE SERVICES. THE INFORMATION AND OPINIONS CONTAINED IN THE WEBSITE
OR SERVICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. THE USER AGREES THAT THE
SERVICES MAY BE DEPENDENT ON THE PRICING OR INFORMATION PROVIDED BY THIRD
PARTIES OR THIRD-PARTY WEBSITES AND THAT VOLATILITY LABS SHALL NOT HAVE ANY
LIABILITY, CONTINGENT OR OTHERWISE, TO THE USER, FOR THE CORRECTNESS, QUALITY,
ACCURACY, SECURITY, COMPLETENESS, RELIABILITY, PERFORMANCE, TIMELINESS, PRICING
OR CONTINUED AVAILABILITY OF THE SERVICES ON THE FIG PLATFORM AND/OR THE
WEBSITE, REGARDLESS OF CAUSE. THE USER FURTHER AGREES THAT VOLATILITY LABS
SHALL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR THE USER’S USE OF THE
INTERNET TO CONNECT TO THE FIG PLATFORM AND/OR THE WEBSITE, OR ANY TECHNICAL
PROBLEMS, POWER OR SYSTEM FAILURES, MALFUNCTIONS, INTERNET OR TECHNOLOGICAL
BREAKDOWN, COMMUNICATION LINE FAILURES, HIGH INTERNET TRAFFIC OR DEMAND,
RELATED ISSUES, SECURITY BREACHES OR ANY SIMILAR TECHNICAL PROBLEMS OR DEFECTS
EXPERIENCED.
10.6
THE WEBSITE AND SERVICES ARE OPERATED AND MAINTAINED BY FIG
INVESTMENTS FOR INFORMATIONAL USE AND ANY INFORMATION CONTAINED IN THE WEBSITE
OR AS PART OF ANY SERVICE SHOULD NOT BE REGARDED AS AN OFFER OR INVITATION TO
PURCHASE OR SUBSCRIBE FOR ANY INVESTMENT PRODUCTS, AND NO PART OF IT SHALL FORM
THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH ANY CONTRACT, COMMITMENT OR
INVESTMENT DECISION IN RELATION THERETO, OTHER THAN THE LEGAL DISTRIBUTION OF
STRUCTURED NOTES. IN ADDITION, THE WEBSITE OR ANY SERVICE MAY NOT BE USED FOR
THE PURPOSE OF AND DOES NOT CONSTITUTE AN OFFER OR INVITATION TO PURCHASE OR
SUBSCRIBE FOR ANY INVESTMENT PRODUCTS AND SECURITIES IN ANY JURISDICTION OR
UNDER ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR INVITATION IS UNLAWFUL OR
UNAUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
INVITATION.
10.7
THE RISK OF COMPLETE LOSS IN TRADING OR HOLDING ANY TYPE OF
CRYPTO ASSETS, INVESTMENT PRODUCTS, OR STRUCTURED NOTES CAN BE SUBSTANTIAL. AS
WITH ANY ASSET, THE VALUE OF CRYPTO ASSETS CAN GO UP OR DOWN AND THERE CAN BE A
SUBSTANTIAL RISK THAT YOU LOSE MONEY BUYING, SELLING, HOLDING, OR INVESTING IN
CRYPTO ASSETS AND/OR CRYPTO STRUCTURED NOTES. YOU ARE SOLELY RESPONSIBLE FOR
EVALUATING THE MERITS AND RISKS ASSOCIATED WITH THE USE OF THE FIG PLATFORM
WEBSITE AND SHOULD TAKE INTO CONSIDERATION YOUR PARTICULAR FINANCIAL SITUATION
IN DETERMINING WHETHER TRADING CRYPTO STRUCTURED NOTES IS SUITABLE FOR YOU. IF
YOU ARE CONSIDERING AN INVESTMENT IN STRUCTURED NOTES, YOU MAY WISH TO CONSULT
LEGAL COUNSEL AND A FINANCIAL ADVISOR. FOR FURTHER DETAILS REGARDING THE RISKS
ASSOCIATED WITH INVESTMENTS IN STRUCTURED NOTES, SEE “RISK FACTORS” IN THE GENERAL INFORMATION STATEMENT[A9] .
11.
DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT THE WEBSITE, FIG PLATFORM,
ANY ACCOUNT, A FIG PLATFORM ACCOUNT, AND ANY AND ALL FUNCTIONS AND CONTENT
CONTAINED IN OR ACCESSED THROUGH THE WEBSITE, FIG PLATFORM, ACCOUNT OR A FIG
PLATFORM ACCOUNT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER
VOLATILITY LABS INC. NOR ITS SUBSIDIARIES, AFFILIATES, OR ITS OR THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS,
CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY,
REPRESENTATION, OR ENDORSEMENT, AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, COVENANTS, AND
CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING (1) ANY WARRANTY OF MERCHANTABILITY; (2) FITNESS FOR A
PARTICULAR PURPOSE; (3) NON-INFRINGEMENT; (4) THAT A FIG PLATFORM
ACCOUNT WILL MEET YOUR REQUIREMENTS; (5) THAT THE WEBSITE, FIG PLATFORM,
ANY ACCOUNT OR FIG PLATFORM ACCOUNTS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
ERROR-FREE; (6) THAT ANY DEFECTS WITH THE WEBSITE, FIG PLATFORM, ACOUNT OR
A FIG PLATFORM ACCOUNT, IF ANY, WILL BE CORRECTED; (7) THAT OUR WEBSITE,
FIG PLATFORM, ANY ACCOUNT, FIG PLATFORM ACCOUNT, OR THE SERVER THAT MAKES THEM
AVAILABLE ARE FREE OF VIRUSES, COMPUTER WORMS, TROJAN HORSES, SPYWARE AND/OR
OTHER HARMFUL OR CORRUPT CODE, PROGRAM OR COMPONENTS OR MACRO OR SUCH OTHER
UNAUTHORIZED OR MALICIOUS SOFTWARE, OR THAT THE DOWNLOAD, INSTALLATION OR USE
OF ANY SOFTWARE OR CONTENT OF THE WEBSITE, FIG PLATFORM, ANY ACCOUNT OR FIG
PLATFORM ACCOUNT IN OR WITH ANY COMPUTER WILL NOT AFFECT THE FUNCTIONALITY OR
PERFORMANCE OF THE COMPUTER. YOU UNDERSTAND THAT ANY USE OF, MODIFICATION TO OR
RELIANCE ON THE WEBSITE OR A FIG PLATFORM ACCOUNT IS AT YOUR OWN DISCRETION AND
RISK.
NEITHER FIG INVESTMENTS NOR ITS SUBSIDIARIES, AFFILIATES,
OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE
PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY
WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS,
SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE
WEBSITE OR ITS CONTENTS.
WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR
DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITE WILL BE FREE OF
VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR
YOUR USE OF THE WEBSITE AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE
FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE
CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK,
OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS,
LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR
COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE
TO YOUR USE OF THE WEBSITE OR ANY FIG PLATFORM ACCOUNT OR ITEMS FOUND OR
ATTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON
IT, OR ON ANY WEBSITE LINKED TO IT.
FIG INVESTMENTS DOES NOT GRANT ANY REPRESENTATION OR
WARRANTY, EXPRESSED OR IMPLIED, AS TO THE ACCESSIBILITY AND QUALITY OF THE FIG
PLATFORM AND WEBSITE. THERE ARE SITUATIONS WHEN THE FIG PLATFORM AND/OR THE
WEBSITE WILL NOT BE ACCESSIBLE, INCLUDING BUT NOT LIMITED TO MAINTENANCE AND
CIRCUMSTANCES OUTSIDE THE CONTROL OF FIG INVESTMENTS SUCH AS NET ACCESS
FAILURE, THEFT AND BLOCKCHAIN MINING ATTACKS. AS A RESULT OF THE INHERENT
DEFICIENCY IN ELECTRONIC DISTRIBUTION, THERE ARE ALSO SITUATIONS WHERE THERE MAY
BE ERRORS, DELAYS, OMISSIONS, INTERRUPTION, BREACH OF SECURITY, CORRUPTION OR
UNAVAILABILITY OF ACCESS IN CONNECTION WITH OR INACCURACIES WITH THE FIG
PLATFORM AND/OR THE WEBSITE. THE USER AGREES THAT FIG INVESTMENTS SHALL IN NO
WAY BE RESPONSIBLE FOR ANY ERRONEOUS ORDERS, REGISTRATION OF STRUCTURED NOTE
FOR USER OR FAILURE OR ANY COMPUTER HARDWARE OR SOFTWARE USED BY FIG
INVESTMENTS OR A SERVICE PROVIDER OF FIG INVESTMENTS OR ANY TELECOMMUNICATIONS
DEVICES USED BY FIG INVESTMENTS OR A SERVICE PROVIDER OF FIG INVESTMENTS OR
STOPPAGE OF SERVICE, WHICH PREVENTS VOLATILITY LABS FROM FULFILLING ITS
OBLIGATIONS UNDER THIS AGREEMENT, PROVIDED THAT FIG INVESTMENTS SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO PREVENT OR LIMIT SUCH EVENTS. THE USER ALSO
AGREES THAT VOLATILITY LABS DOES NOT GUARANTEE THE CONTINUOUS AVAILABILITY OF
THE FIG PLATFORM, WHICH HAS THE FUNCTIONALITY AS AVAILABLE DURING THE USER’S
USE, AND THAT FIG INVESTMENTS SHALL NOT BE RESPONSIBLE FOR ANY ERRORS, DELAYS,
COMMUNICATION FAILURES OR OTHER MALFUNCTIONS OF THE FIG PLATFORM AND ANY LOSSES
THE USER MAY SUFFER DUE TO THE INACCESSIBILITY OF THE FIG PLATFORM.
THE USER (AND NOT FIG INVESTMENTS) SHALL ASSUME THE
ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION, INCLUDING ANY
DEFECT, PROBLEM OR DAMAGE IN THE COMPUTER USED IN CONNECTION WITH THE WEBSITE,
FIG PLATFORM, ANY ACCOUNT OR FIG PLATFORM ACCOUNT. THE USER AGREES NOT TO HOLD
FIG INVESTMENTS LIABLE FOR THE LOSS OF ANY OF THE CONTENTS IN ITS COMPUTER OR
FOR ANY LOSS THAT THE USER SUFFERS THAT IS DUE TO ANY CIRCUMSTANCES BEYOND THE
CONTROL OF FIG INVESTMENTS.
12.
LIMITATION ON LIABILITY
EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY APPLICABLE
LAW, UNDER NO CIRCUMSTANCE WILL VOLATILITY LABS INC. NOR ITS SUBSIDIARIES,
AFFILIATES OR ITS OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS
BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION,
FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY
DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,
INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL
DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED
SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY
TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR
OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW,
ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE
ON, THE WEBSITE, ANY LINKED WEBSITES OR OTHER THIRD-PARTY WEBSITES, NOR ANY
WEBSITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF THE PARTY
WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN
CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) UNDER NO
CIRCUMSTANCES WHATSOEVER WILL FIG INVESTMENTS NOR ITS PARENT, SUBSIDIARIES,
AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE
PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE
RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR
OTHERWISE, FOR ANY COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL INCLUDING
BUT NOT LIMITED TO ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS
INTERRUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES,
SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY
MANNER WHATSOEVER TO A FIG PLATFORM ACCOUNT OR THE WEBSITE OR YOUR USE OF A FIG
PLATFORM ACCOUNT OR THE WEBSITE, OR YOUR RELIANCE ON ANY OF THE FOREGOING, OR
TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY
FAILURE TO PERFORM BY FIG INVESTMENTS.
IN NO EVENT SHALL THE AGGREGATE LIABILITY TO A USER
ARISING OUT OF OR RELATED TO THIS AGREEMENT BY VOLATILITY LABS INC. OR ITS
SUBSIDIARIES, AFFILIATES OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES,
SUPPLIERS, OR SUCCESSORS EXCEED THE AMOUNT GREATER OF (A) FIVE THOUSAND
DOLLARS CANADIAN ($5,000.00 CAD); OR (B) FOR A USER THAT IS ALSO AN
ACCOUNTHOLDER, THE AMOUNT OF COMPENSATION (INCLUDING FEES AND SPREADS) EARNED
BY FIG INVESTMENTS FROM THE SALE OF STRUCTURED NOTES TO THE ACCOUNTHOLDER.
13.
INDEMNIFICATION
To the maximum extent permitted by applicable law, you
agree to indemnify and hold harmless Volatility Labs Inc. its subsidiaries,
affiliates and service providers, and each of its or their respective officers,
directors, agents, joint venturers, employees and representatives, from any
loss, damage, cost, action, claim or demand (including attorneys’ fees and any
fines, fees or penalties imposed by any regulatory authority) arising out of or
related to your breach of these Terms of Service; your use of, or conduct in
connection with the Website or a Fig Platform Account; or your violation of any
law, rule or regulation, or the rights of any third party.
14.
GENERAL PROVISIONS
14.1
Contact Us. Please contact us at support@fig.investments with any
feedback, questions, or complaints.
14.2
Amendments. We may change these Terms of Service from time
to time in our absolute and sole discretion. If we make material changes to
these Terms of Service, we will provide notice to you by doing some or all of
the following: updating the “Last Updated” date at the beginning of these Terms
of Service and adding a statement to our homepage, requiring your acceptance of
the amended Terms of Service, or sending you an email notification. Any and all
such modifications are effective immediately upon posting, or, if required by
applicable law, upon your acceptance of the amended Terms of Service or receipt
of email notification, and apply to all access to and continued use of the
Website and your Fig Platform Account, provided, however, that the Final Note
Term Sheet and the General Information Statement that was in effect at the time
of issuance of each specific Structured Note continues to govern that
Structured Note. You agree to periodically review the Terms of Service in order
to be aware of any such modifications. If you do not agree with any such
modification, your sole and exclusive remedy is to terminate your use of the
Website and your Fig Platform Account. If you do not terminate your use of the
Website or Fig Platform Account, your continued access to or use of the Website
or a Fig Platform Account will be deemed to constitute acceptance of such
revised Terms of Service.
14.3
Entire Agreement. These Terms of Service comprise the
entire understanding and agreement between you and Fig Investments as to the
subject matter hereof, and supersedes any and all prior discussions, agreements
and understandings of any kind (including without limitation any prior versions
of these Terms of Service), and every nature between and among you and Fig
Investments. Section headings in these Terms of Service are for convenience
only and shall not govern the meaning or interpretation of any provision of
these Terms of Service.
14.4
Assignment. You may not assign any rights and/or licenses
granted under these Terms of Service. We reserve the right to assign our rights
without restriction, including without limitation to any Fig Investments
affiliates or subsidiaries, or to any successor in interest of any business
associated with a Fig Platform Account. Any attempted transfer or assignment in
violation hereof shall be null and void. Subject to the foregoing, these Terms
of Service will bind and inure to the benefit of the parties, their successors
and permitted assigns.
14.5
Severability. If any provision of these Terms of Service
is determined to be invalid or unenforceable under or by any regulation, law,
court of competent jurisdiction, or any government agency, such provision will
be changed and interpreted to accomplish the objectives of the provision to the
greatest extent possible under any applicable law and the validity or
enforceability of any other provision of these Terms of Service shall not be
affected.
14.6
Change of Control. Should Fig Investments be acquired by
or merged with a third-party entity, we reserve the right, in any of these
circumstances, to transfer or assign the information we have collected from you
as part of such merger, acquisition, sale, or other change of control.
All provisions of these Terms of Service which by their
nature extend beyond the expiration or termination of these Terms of Service,
including, without limitation, those sections pertaining to suspension or
termination, Fig Platform Account cancellation, general use of the Fig Platform
Website and general provisions, shall survive the termination or expiration of
these Terms of Service.
14.7
Governing Law. This Agreement shall be interpreted and
construed in accordance with the laws of the Province of Alberta and the
federal laws of Canada applicable therein.
14.8
Arbitration and Waiver of Class Action. If you have a
dispute with Fig Investments arising under these Terms of Service, we will
attempt to resolve such dispute through our support team. If we cannot resolve
the dispute through our support team within 30 days of your notice to Fig
Investments regarding the dispute, then the determination of the dispute shall
be settled solely and exclusively by final and conclusive binding arbitration
in the Province of Alberta.
Where applicable, both you and Fig Investments agree to
bring any dispute in arbitration on an individual basis only, and not on a
class or collective basis on behalf of others. Where applicable, there will be
no right or authority for any dispute to be brought, heard or arbitrated as a
class or collective action, or as a member in any such class or collective
proceeding (the “Class Action Waiver”). Notwithstanding any other
provision of these Terms of Service or the applicable arbitration rules, where
applicable, disputes regarding the enforceability, revocability, scope, or
validity or breach of the Class Action Waiver may be resolved only by a civil
court of competent jurisdiction and not by an arbitrator. In any case in which (1) the
dispute is filed as a class or collective action and (2) there is a final
judicial determination that all or part of the Class Action Waiver is
unenforceable, the class or collective action to that extent must be litigated
in a civil court of competent jurisdiction, but the portion of the Class Action
Waiver that is enforceable shall be enforced in arbitration. You and Fig
Investments agree that you will not be retaliated against, disciplined or
threatened with discipline as a result of your filing or participating in a
class or collective action in any forum. However, we may lawfully seek
enforcement of the arbitration clause set out above and the Class Action Waiver
under the applicable law and seek dismissal of such class or collective actions
or claims.
14.9
Trial by Jury. If for any reason the arbitration clause
set out above is not applicable, then each party, (i) to the fullest
extent permitted by applicable law, hereby irrevocably waives all right to
trial by jury in relation to any issue relating to these Terms of Service or
any other matter involving the parties, and (ii) submits to the exclusive
jurisdiction and venue of the courts located in the city of Edmonton, Province
of Alberta.
14.10
Injunctive Relief. These Terms of Service do not hinder
the rights of either party to seek injunctive relief in order to limit
immediate, serious and irreparable injury.
14.11
Force Majeure. We shall not be liable for delays, failure
in performance or interruption of service which result directly or indirectly
from any cause or condition beyond our 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 labor 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 and shall not affect the validity and enforceability of any remaining
provisions.
14.12
No Waiver. No failure to exercise, or delay in exercising,
any right, remedy, power, or privilege arising from these Terms of Service
operates, or may be construed, as a waiver thereof. No single or partial
exercise of any right, remedy, power, or privilege hereunder precludes any
other or further exercise thereof or the exercise of any other right, remedy,
power, or privilege. These Terms of Service shall not be construed to waive
rights that cannot be waived under applicable local, provincial, state and
federal laws where you are located.