Terms of Use

This is a legally binding contract between you and Balance. Please take the time to read it carefully. References in this agreement to "Balance", "we", "our" or "us", are to PARADISO VENTURES INC. O/A Balance (the "Company"), and references to "you" or "your" are to the person or entity with whom the Company enters into this agreement.

By accessing this website, any of our APIs, desktop, and mobile applications made available at balance.ca, balancenow.ca, balancecustody.ca, balancepay.ca, paradiso.ventures and through online application stores, you agree that you have read, understood, and agree to be bound by the terms contained in this agreement, as well as the ones contained in our Privacy Policy and Disclaimer pages, hereby incorporated by reference (the "Terms"). The Terms apply to all subpages, successor pages, application screens, and API endpoints, as well as to any interaction with our authorized representatives and agents (collectively referred to as the "Platform").

If you do not agree to the Terms, please discontinue using the Platform immediately. When you use the Platform, you represent and warrant that you have the legal capacity to form a binding contract with us, and are doing so by your agreement to these Terms. You furthermore agree to abide by all applicable laws in connection with your use of the Platform, including those related to intellectual property rights, data privacy, anti-money laundering, international communications, and the transmission of technical or personal data.

Access to the Platform is provided at our sole discretion. We reserve the right to modify, alter, or otherwise update the Terms at any time by providing notice to you at least fifteen (15) days in advance of effecting such amendment. If you do not agree with the amended version, you can choose to discontinue using the Platform before such amended version becomes effective. You agree to have these Terms and any related information made available to you, and to otherwise have communications between you and us occur electronically. Noncompliance with any of the Terms in part or in whole may result in being denied access to the Platform. It is strongly recommended to check this page often, referring to the date of the last modification listed at the bottom.

You must be older than the age of majority in the jurisdiction you reside at the time you use the Platform. The Platform is intended for use from locations where such usage is legal. Any use by you of the Platform from a location where the Platform is illegal is expressly prohibited. Use of the Platform requires compatible hardware, Internet access, and certain software, and may require obtaining updates or upgrades from time to time. Your ability to use the Platform may be affected by the performance of these factors. You acknowledge and agree that satisfying such system requirements, which may be changed from time to time, is your responsibility.

You hereby declare that any information you provide to the Company is true, complete, current, and accurate. You further agree to maintain and update such information as required, to keep it accurate, current, and complete. Any willful dishonesty may result in temporarily or permanently being denied access to the Platform, at our sole discretion.

In order to use the Platform, and prior to us providing you the Services, you must first provide the required identification information, to our satisfaction, pursuant to our internal Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) Compliance Policy (the "Anti-Money Laundering Policy") and permit us to keep a record of such information. The information we request may include, but is not limited to: your full name, address, phone number, occupation, email address, date of birth, a photocopy of a government issued ID, a recent utility bill, and/or bank account information. You authorize us to make any inquiries necessary to verify your identity, either directly or through third parties. You acknowledge and agree that your personal information may be disclosed to such third-party service providers. Additionally, we may require you to wait some amount of time after completing identity verification, at our sole discretion, before allowing you further use of the Platform.

As a registered user of the Platform, you must establish an account (the "Account"). You are solely responsible for maintaining the confidentiality and security of your Account. You may not reveal your Account information to anyone else, allow anyone else to use your Account, or use anyone else's Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify Balance of any unauthorized use of your Account or any other breach of security. Balance shall not be responsible for any losses arising out of the unauthorized or other improper use of your Account. You may ask to terminate your Account at any time by sending an email request to support@balance.ca. Balance reserves the right to refuse providing the Services, cancel pending orders, and terminate or freeze any Accounts suspected for noncompliance with the Terms, at its sole discretion.

By purchasing and using our Services you agree and acknowledge that:

• your Digital Asset Cache, the digital assets it contains, as well as the associated services contract (if applicable) are not securities within the meaning of the Securities Act (Alberta) and accordingly you will not have access to any of the securities laws remedies or protections available to purchasers of securities;
• we are not responsible for any consequences arising from false, incorrect, or incomplete information that you provide to us, including any misspelled or otherwise incorrect digital asset wallet address;
• the digital assets you custody via the Platform are not protected by any government;
• you waive your right to participate in a class action lawsuit or a class-wide arbitration against Balance or its authorized representatives;
• you have obtained such financial, legal, and tax advice as you consider appropriate in connection with purchasing the Services.

You expressly agree not to:

• use the Platform in any way or take any action that causes, or may cause, damage to the Platform or impair its performance, availability, or accessibility;
• use the Platform in any way that is unlawful, illegal, fraudulent, or harmful;
• use the Platform to copy, store, host, transmit, send, use, publish, or distribute any material that consists of any spyware, computer virus, trojan horse, worm, keylogger, rootkit, or any other malicious computer software;
• conduct any systematic or automated data collection activities including, but not limited to scraping, data mining, data extraction on or in relation to the Platform without prior written permission from Balance;
• access or otherwise interact with the Platform using any robot, spider, or other automated means without prior written permission from Balance, except for the purpose of search engine indexing.

You retain ownership of all your content that you post, upload to, or otherwise share on the Platform. However, by posting, uploading, or sharing your content, you grant us a non-exclusive, sub-licensable, royalty-free, worldwide, and perpetual license to use, copy, reproduce, create derivative works from, and display your content in connection with the Platform.

Subject to these Terms, you are granted a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license to use the Platform, including the content therein and the services accessible through them solely for the purposes set out by the Platform. You are furthermore granted a non-exclusive, revocable, limited license to quote or refer to Balance or the Platform, in any medium or format for non-commercial and non-monetization purposes only, and provided that you give attribution to Balance. You are also granted a limited, non-exclusive right to create a hyperlink to the Platform, other than to those portions of the Platform where registration is required. Other than as set out in this paragraph, nothing in these Terms gives you any license, right, title, or ownership of, in, or to the Platform.

Subject to any applicable law (and, in the case of Personal Information, our Privacy Policy), any communications that you send or which are sent to you via the Platform, whether solicited by us or otherwise, are on a non-confidential basis, and we are free to use and disclose the content of any such communications, including any ideas, inventions, concepts or know-how disclosed therein, for any purpose including developing, manufacturing and/or marketing goods and services. You agree to not assert any ownership right of any kind in such communications (including copyright, trade-mark, patent, unfair competition, moral rights, or implied contract). If you send unsolicited ideas, suggestions or other materials in any format (the "Submission"); to us or the Platform, you automatically grant to us and our successors and assign a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submission or any ideas, concepts, know-how or techniques associated with the Submission for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or anyone else, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of us or our successors or assigns. You agree to waive all author’s moral rights in your content and the Submission (including the right to be associated with your content or the Submission) upon submission, as well as the right to receive any financial or other consideration in connection with your content and the Submission.

"Balance", "Balance Now", "Balance Canada", "Balance Custody", "Balance Pay", "Balance Yield", "Balance Compliance", "Digital Asset Cache", "balance.ca", "balancenow.ca", "balancecustody.ca", "balancepay.ca", "Paradiso Ventures", "paradiso.ventures", the Balance logo, and any other trademarks used on the Platform are trademarks or registered trademarks of Balance or its licensors, in Canada and/or other countries. Our trademarks may not be used in connection with any product or service without our express written permission.

Balance does not guarantee, represent, or warrant that your use of the Platform will be uninterrupted or error-free. The Platform may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Balance is not responsible for any delays, delivery failures, or other damage resulting from such problems. You furthermore agree and understand that part or all of the Platform may be periodically unavailable during scheduled maintenance or unscheduled downtime.

Balance does not represent or guarantee that the Balance Platform is or will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and Balance disclaims any liability relating thereto.

No data transmission over the Internet can be guaranteed to be 100% secure and as a result we cannot ensure or warrant the security of any information you transmit to us.

Except to the extent required by law, Balance will not be liable to you for any indirect, special, consequential, or punitive damages (including lost profits), injury to business or reputation, lost data, business, or customers, the loss of prospective profits or anticipated sales or on account of expenditures, investments or commitments incurred in connection with the Client’s business, arising out of or relating to your use or attempted use of the Platform and/or the information services or transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether us and you has been advised of the possibility of any such damage.

Except to the extent required by law, in no event shall Balance be liable to you for any loss or injury resulting directly or indirectly from the your use of any attempted use of the Platform, including, but not limited to, any loss caused in whole or in part by any inaccuracies or incompleteness, delays, interruptions, errors or omissions, including, but not limited to, those arising from contingencies beyond our control in procuring, compiling, interpreting, computing, reporting, or delivering the Service or the information therein.

In no event shall Balance be liable to you or anyone else for any decision made or taken by you in reliance on, or in connection with your use or attempted use of the Platform. This limitation of liability includes, but is not limited to any damages or interruptions caused by any computer viruses, spyware, scamware, trojan horses, worms, or other malware that may affect the your computer or other equipment, or any phishing, spoofing, domain typosquatting, or other attacks, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access their internet service provider), unauthorized access, theft, operator errors, strokes, or other labor problems, or any force majeure. You agree that none of the Terms shall require Balance to expend or risk its own funds, property, or otherwise incur any financial liability in the performance of any of its duties hereunder.

By accessing the Platform, you agree to indemnify and hold harmless Balance and its agents, suppliers and their respective directors, officers and employees from and against any and all actions, proceedings, costs, claims, liabilities, damages and expenses (including reasonable legal fees) arising from or in connection with a breach of these Terms or the use of the Platform.

If one or more of the provisions contained in the Terms are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be reformed only to the extent necessary to make them enforceable.

These Terms shall be interpreted in accordance with the laws of the province of Alberta and the applicable laws of Canada, without reference to any laws relating to conflicts of laws. You expressly agree to submit to the exclusive jurisdiction of the provincial and federal courts located in Alberta, Canada.

No waiver of any provision of these Terms shall be effective except pursuant to a written instrument signed by us expressly waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms and/or your use of the Platform.

You may not assign any right, interest, or benefit provided under these Terms or the Platform without our express prior written consent.

The parties (you and us) have expressly required that these Terms and all other related documents be drawn up in the English language. Les parties (vous et nous) ont expressément exigé que ces conditions d'utilisation et tous les documents qui s'y rapportent soient rédigés en anglais.

Last updated: October 31st 2023