NOTE: This agreement is superseded by the Terms of Service Version 5 effective September 2, 2021.
This Facility Agreement (this “Agreement”) is a legal and binding contract between Fons Vitae LLC, a Saint Vincent and the Grenadines limited liability company with Limited Liability Company Number 709 LLC 2020, its successors and assigns (hereinafter \"Fons Vitae\", “our”, “us” or “we”), and the party or parties (the \"Borrower\", or “you”) executing this Agreement.
In consideration of Fons Vitae agreeing to provide a Margin Facility to you in connection with the purchase of Virtual Assets and/or Virtual Asset Derivatives, the Borrower agrees that the following rights and obligations will govern the relationship between Fons Vitae and the Borrower.
- DEFINITIONS AND INTERPRETATION
\"Agreement\" shall include this Agreement and all other agreements and authorizations executed by Borrower in connection with the maintenance of a Margin Account and the access to the Margin Facility.
\"Bankrupt\" shall mean in the case of (a) a body corporate, a person who is being wound up or cease to carry on a business, who enters into a compromise or arrangement with its creditors, whose property is in the possession or under the control of a receiver (whether appointed by a court, or otherwise), who is under administration or a scheme of arrangement, or who is subject to any analogous event, or (b) a natural person, a person who is bankrupt, or who is subject to any events analogous to those described under item (a);
\"Borrower\", or “you” shall mean the party (or parties) who have agreed to be bound by the terms of this Agreement.
“Futures” shall mean Virtual Asset Derivatives that give buyers the obligation to buy or sell a Virtual Asset at an agreed-upon price on a specific date.
“Margin” shall mean the funds held in the Margin Account as Collateral to maintain a financed trading position.
“Margin Account” shall mean any of your accounts maintained with us through the Trading Platform for the purpose of the Margin Facility.
“Margin Call” shall mean the circumstances described in Section 4.3.
“Margin Facility” shall mean the facility granted or to be granted by us to you for the purchase of Virtual Assets and/or Virtual Asset Derivatives pursuant to this Agreement.
“Margin Limit” shall mean the maximum Margin Facility amount granted to the Borrower, as Fons Vitae may at its absolute discretion determine from time to time.
“Minimum Margin Requirements” shall mean the minimum amount of funds to hold in the Margin Account to open and/or maintain a financed trading position.
“KYC/AML & CTF Policy” shall mean the policies and procedures implemented by Fons Vitae to detect and prevent money laundering, terrorist financing, and corruption.
“Options” shall mean Virtual Asset Derivatives that give buyers the right, but not the obligation, to buy or sell a Virtual Asset at an agreed-upon price and date, which may be purchased or sold through the Trading Platform.
“Outstanding Amounts” shall mean at any time all amounts (whether in respect of advances, interest, fees or otherwise) owing or payable at that time by the Borrower to Fons Vitae under this Agreement.
“Perpetual Swaps” shall mean Virtual Asset Derivatives without expiry date that allow buyers to speculate and make a profit or loss by reference to fluctuations in the value or price of Virtual Assets.
“PowerTrade” shall mean Power Fintech LLC, or its subsidiaries and affiliates and their successors and assigns.
“Prohibited Jurisdiction” shall mean (i) the United States, Cuba, Syria, Iran, North Korea; (ii) any state, country or other jurisdiction that is sanctioned and/or embargoed by the United States of America; (iii) a jurisdiction where it would be illegal according to local law or regulation for you to access or use the Services; or (iv) where the provision or availability of the Services is prohibited or contrary to local law or regulation, or could subject Fons Vitae or PowerTrade to any local registration, regulatory or licensing requirements.
“Trading Platform” shall mean the trading platform provided by PowerTrade for purchasing, selling and trading Virtual Assets and/or Virtual Assets Derivatives.
“U.S.” or “US” or “United States” shall mean all states of the United States of America, the District of Columbia; the Commonwealth of Puerto Rico; the U.S. Virgin Islands; Guam; the Commonwealth of the Northern Mariana Islands; and all other territories and possessions of the United States of America.
“US Person” shall mean (i) a U.S. citizen; (ii) a U.S. lawful permanent resident; (iii) a protected individual under section 1324b(a)(3) of the U.S. Immigration and Nationality Act, or individual who holds a passport issued by the United States Government; (iv) a corporation, company, partnership, or other legal entity established or organized in or under the Laws of the United States; (v) an individual, a corporation, company, partnership, or other legal entity which engages in a trade or business in the United States and generates income from sources within the United States connected with the conduct of that trade or business; (vi) any estate of a decedent who was a U.S. citizen or a U.S. lawful permanent resident; or a protected individual under section 1324b(a)(3) of the U.S. Immigration and Nationality Act; (vii) any trust if a court within the United States is able to exercise primary supervision over the administration of the trust, and/or one or more US Persons have the authority to control all substantial decisions of the trust, and/or one or US Persons are designated as settlors, trustees, protectors or beneficiaries; (viii) any Person organized or incorporated outside the United States and the Territory or Insular Possession of the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly holds a 50 percent or greater equity interest by votes or value, holds a majority of seats or memberships on the board of directors of the entity, or authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the Person; or (ix) any person who is subject to taxes in the US.
“Virtual Asset Derivatives” shall mean contracts between two or more parties whose value is based on an underlying Virtual Asset. Virtual Asset Derivatives include but are not limited to Options, Perpetual Swaps, Futures, and other instruments such as forwards, and contracts for difference.
“Virtual Assets'' shall mean encrypted currencies or digital assets or digital tokens or virtual currencies or cryptocurrencies which are based on distributed ledger technology and can be digitally traded, or transferred. For the avoidance of doubt, Bitcoin and Ether are Virtual Assets.
1.2. Construction. In this Agreement, unless the context otherwise requires
- words importing the singular include the plural and vice versa;
- words importing a gender include both gender and the neuter;
- words importing persons include companies, associations and bodies of persons whether corporate or not;
- the words: “may” shall be construed as permissive; “shall” or “will” shall be construed as imperative;
- the term “include” or “includes” means includes, without limitation, and “including” means including, without limitation;
- the terms “hereof”, “herein” and “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; and
- the headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.
2. FACILITY TERMS
2.1.\tMargin Facility. Subject to the terms and conditions of this Agreement, Fons Vitae hereby agrees at the request of the Borrower to make available to the Borrower a revolving credit facility of up to the Margin Limit.
2.2.\tReduction, Variation and Cancellation. Fons Vitae shall have the right to reduce, cancel or vary and from time to time review the Margin Facility and nothing in this Agreement shall be deemed to impose on Fons Vitae any obligation at law or in equity to make or continue to make available to the Borrower the Margin Facility.
2.3.\tPurpose of the Margin Facility. The Margin Facility shall only be used by the Borrower for financing the purchase of Virtual Assets and/or Virtual Asset Derivatives through the Trading Platform.
2.4.\tMargin Account. The Margin Account shall be used for the purchase and sale of Virtual Assets and/or Virtual Asset Derivatives through the Trading Platform in line with the Terms of Service of PowerTrade and for the carrying of Virtual Assets to be used as Margin.
2.5.\tIdentity Verification. In order to open a Margin Account, and grant you a Margin Facility, we will request certain information and documentation that will allow us to identify you in line with the KYC/AML & CTF Policy. You must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of this Agreement, which may result in immediate termination of this Agreement. You also agree to provide us, when opening a Margin Account and as requested on an ongoing basis, with any additional information. For the purposes of identity verification and the detection and prevention of money laundering, terrorist financing, fraud, or any other financial crime, including without limitation, a copy of your government-issued photo ID, a photograph of you holding your government-issued photo ID, a video-verification of you holding your government-issued photo ID, evidence of your residential address (such as a utility bill), evidence of the source of funds, evidence of the source of wealth, and evidence of your good character. You authorize us to keep a record of such information and to make the inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and others against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to regulatory or enforcement agencies.
3. BORROWER REPRESENTATIONS AND WARRANTIES
3.1. \tRepresentations and Warranties. The Borrower represents and warrants:
a). you are at least 18 years old or of legal age to form a binding contract under applicable law, are an individual, legal person or other organization with full legal capacity and authority to enter into this Agreement;
b). if you are entering into this Agreement on behalf of a legal entity of which you are an employee or agent, you have all necessary rights and authority to bind such legal entity, and (i) you are legally permitted to use the Margin Facility in your jurisdiction, and (ii) you are legally permitted to own Virtual Assets in your jurisdiction;
c). if you are a natural person, you are not Bankrupt;
d). if you are a company, you are duly incorporated and validly existing under the Laws of your jurisdiction of incorporation, you are not Bankrupt, and that no step has been taken that might result in any of these statements becoming incorrect;
e). you have taken such independent legal, financial and taxation advice in connection with your entry into this Agreement as you reasonably think fit;
f). you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that Fons Vitae is not liable for your compliance with such laws,
g). your use of the Margin Facility does not constitute a breach of the laws of your jurisdiction;
h). you understand the inherent risks associated with Virtual Assets, Virtual Asset Derivatives, and trading Virtual Assets and Virtual Asset Derivatives;
i). you have a working understanding of the usage of Virtual Assets, smart contract based tokens, and blockchain-based software systems;
j). you have sufficient investment knowledge and experience and the capacity to take risks arising from trading in derivatives;
k). you have knowledge and experience in highly volatile markets;
l). you trade with funds you can afford to lose, and have a high-risk tolerance;
m). you will not carry out any activity that (i) involves proceeds from any illegal or unlawful activity (including money laundering or terrorism financing); or (iii) violates, or could violate, any applicable law;
n). you will not be involved or initiate any form of market manipulation;
o). you own and have full control of the Virtual Asset wallet address used for withdrawals of your Account;
p). you are the legal owner (or an authorized agent of the legal owner) of the funds you deposit to your Margin Account, and that these funds are derived from a legitimate source;
q). you are not a national and/or resident of a Prohibited Jurisdiction;
r). you are not by reason of your nationality, domicile, citizenship, residence or otherwise subject to the laws of a Prohibited Jurisdiction;
s). you are not a US Person; and
t). you are are not, and have not been involved in a transaction with a person who is, on any trade or economic sanctions lists, including, but not limited to, the UN Security Council Sanctions list, designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”. Fons Vitae maintains the right to restrict or deny the provision of a Margin Facility in certain countries and/or to certain natural persons and/or juristic persons at its sole discretion.
3.2. \tBorrower Undertaking. You hereby agree and undertake to pay all sums due to the Fons Vitae and otherwise observe, perform and comply with all the covenants, undertakings, stipulations, terms and conditions and obligations under this Agreement.
4.1.\tMargin. The Margin deposited by the Borrower in the Margin Account shall be in the form of Virtual Assets and/or such other assets which are acceptable to Fons Vitae.
4.2.\tMinimum Margin Requirements. Minimum Margin Requirements as well as rules and requirements for Margin Accounts are set forth at [WEBSITE]. We may, in our discretion, update the Minimum Margin Requirements and the rules and requirements for Margin Accounts at any time by giving not less than twelve (12) hours’ notice to the Borrower. The Borrower shall be deemed to have agreed to such changes or updates thereof unless the Borrower otherwise expressly notifies Fons Vitae in writing within three twelve (12) hours of receipt of such notice.
4.3.\tMargin Call. Should the Margin amount in the Margin Account at any time fall below the Minimum Margin Requirement or such other amount which Fons Vitae in its sole discretion may from time to time prescribe, Fons Vitae shall be entitled to request the Borrower by giving written notice to the Borrower to provide such additional Margin as determined by Fons Vitae in its discretion. The Borrower undertakes to provide such additional Margin within twenty-four (24) hours or such other shorter period as Fons Vitae may in its sole discretion prescribe from the date of such notice being given by Fons Vitae.
4.4.\tAdditional Margin. In addition and without prejudice to the other provisions of this Agreement, Fons Vitae shall have the right to require such additional Margin in the Margin Account as and when it deems fit, where the purchased Virtual Assets or Virtual Assets Derivatives carried in the Margin Account are subject to unusually rapid or volatile fluctuations in value, or are deemed not able to be liquidated promptly, or where such Virtual Assets or Virtual Assets Derivatives do not have an active market, or for any other reason whatsoever. Any written notice from Fons Vitae stating that any such circumstance has arisen shall be deemed to be a conclusive determination of that event.
4.5.\tForced Liquidation. The Borrower acknowledges and agrees that a failure to maintain the Minimum Margin Requirement may result in the forced-liquidation of his trading positions.
4.6.\tNo Liability. You acknowledge and agree that we shall not be liable to you for any loss that you incur because of:
any failure to make a Margin Call as soon as we are entitled to;
your failure to maintain the Minimum Margin Requirement; or
a forced liquidation of your trading positions.
5. FINANCING COSTS
5.1.\tInsufficient Funds. In the event of insufficient funds held in the margin Account to deduct interest payment on the due date of any payments due under this Agreement, then subject always to and without prejudice to the other rights and remedies of Fons Vitae contained in this Agreement, Fons Vitae may cause the forced liquidation of the trading position of the Borrower.
6.1.\tRepayment at Fons Vitae’s Election. The Borrower shall repay to Fons Vitae in full on demand made by Fons Vitae at any time all or such part as may be required by Fons Vitae for any Outstanding Amount, fees, and other liabilities from time to time owing or outstanding to Fons Vitae under this Agreement.
6.2.\tRepayment at Borrower’s Election. You may repay part or all of any Outstanding Amount, fees, and other liabilities from time to time owing or outstanding to Fons Vitae under this Agreement at any time.
7. DURATION AND TERMINATION
7.1.\tDuration. This Agreement shall continue to be effective unless terminated with or without cause by:
- Fons Vitae by giving a written notification of such termination with immediate effect to you; or
- You by giving seven (7) days' prior written notice of such termination to Fons Vitae.
7.2.\tPayment of Outstanding Amounts. In the event this Agreement is terminated and thus the Margin Account is either terminated or closed, you undertake to forthwith pay to Fons Vitae, and authorize Fons Vitae to deduct from any funds held by you on the Trading Platform, all Outstanding Amounts and other liabilities owing or outstanding to Fons Vitae under this Agreement. In the event that there is any excess, such excess funds shall be refunded to you.
7.3.\tEvent of Default. An event of default occurs if:
a). you fail to pay on time any amount which is due and payable under this Agreement;
b). you breach any provisions of this Agreement and/or the Terms;
c). you give us information which is untrue or misleading (whether by omission or otherwise);
d). any event occurs that in our opinion causes, or may cause, your ability (i) to perform your obligations under this Agreement and/or the Terms, (ii) to maintain the Minimum Margin Requirement; and
e). if you are a natural person you die or become a person who, in our opinion, is incapable of managing your affairs.
7.4.\tConsequences of Event of Default. At any time after an Event of Default, we, by notice to you, may declare that the Outstanding Amounts are due and payable, in which case you must immediately repay the Outstanding Amounts owing to us. If you do not repay the Outstanding Amounts at the time required by us, we will take any action we consider necessary.
7.5.\tTermination. We may terminate this Agreement at any time regardless of whether or not there has been an Event of Default with or without notice. If a termination of this Agreement occurs, all the provisions of this Agreement will continue to operate until you have paid the Outstanding Amount despite the termination of this Agreement.
7.6.\tLosses. Notwithstanding the Termination of this Agreement for any reason whatsoever, you shall remain fully liable to Fons Vitae for all losses, interest, liabilities, actions, proceedings, costs, claims and demands that may be suffered or incurred by Fons Vitae in connection with or arising from transactions in Virtual Assets Derivatives under the Margin Account until all outstanding amounts payable hereunder shall be fully recovered by Fons Vitae. We shall not be responsible for any of your losses resulting from the Termination of this Agreement.
You agree to indemnify and hold Fons Vitae, its shareholders, subsidiaries, affiliates, agents, employees, agents, successors and assigns (\"Fons Vitae Entities”) harmless from and against any and all liabilities, losses, damages, costs and expenses, including attorney’s fees, incurred by any of Fons Vitae Entities arising out of Borrower’s failure to fully and timely perform Borrower’s obligations herein or should any of Borrower’s representations and warranties fail to be true and correct. You also agree to pay Fons Vitae Entities promptly all damages, costs and expenses, including attorney’s fees, incurred in the enforcement of any of the provisions of this Agreement and any other agreements between Fons Vitae and the Borrower. In addition to any limitations of liability specified elsewhere in this Agreement, Fons Vitae Entities shall not be held liable and are released from all claims and losses incurred in such regard if the claim or loss was caused or contributed to by:
a). The actions or omission to act on the part of Borrower;
b). Any act or omission by any person obtaining access to the Margin Account, whether or not Borrower has authorized such access or not;
c). System malfunction, equipment failure (whether Borrower’s equipment or Fons Vitae’s equipment), system interruption or system unavailability;
d). Delays, failure or errors in implementing any instruction;
e). Inaccurate or incomplete instructions received by Fons Vitae from the Borrower, or
f). Any reliance or use by the Borrower or any other third party with access to Borrower’s Margin Account.
Fons Vitae Entities reserve the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this section.
9. DISCLAIMER OF WARRANTIES / LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT WILL FONS VITAE ENTITIES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS) ARISING OUT OF THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF FONS VITAE ENTITIES WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF THE FONS VITAE ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF FONS VITAE ENTITIES GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF FONS VITAE ENTITIES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF THE SERVICES OFFERED BY OR ON BEHALF OF FONS VITAE ENTITIES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO FONS VITAE ENTITIES UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES AND CLOSE YOUR MARGIN ACCOUNT. THE SERVICES ARE PROVIDED \"AS IS\" AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED. FONS VITAE ENTITIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE FONS VITAE ENTITIES MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY, SUITABILITY AND PERFORMANCE OF ANY VIRTUAL ASSETS, VIRTUAL ASSET DERIVATIVES, THE SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY.
10. NO WAIVER
From time to time, Fons Vitae may fail to require or strictly enforce compliance with relation to any provision in this Agreement. Fons Vitae may also fail to exercise any or all of its rights empowered herein. Any such failure shall not be construed as a waiver or relinquishment of Fons Vitae’s right to assert or rely upon any such provision or right in that or in any other instance. If applicable, an express waiver given by Fons Vitae of any condition, provision, or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such condition, provision or requirement.
11. GOVERNING LAW AND JURISDICTION
This Agreement is governed and shall be interpreted by the laws of Saint Vincent and the Grenadines without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.
You agree to submit any Dispute (as defined below) to arbitration in accordance with the terms of Section 12. To the extent that the agreement to arbitrate is ineffective or void, you agree to submit to the exclusive jurisdiction of the courts of Saint Vincent and the Grenadines.
12. SUBMISSION TO ARBITRATION
Any dispute, claim, suit, action, cause of action, demand, or proceeding arising out of or related to these Terms, and any terms announced on the Website (including with respect of their validity, existence, or termination), any Services, action or transaction under or contemplated by these Terms, (any \"Dispute\") that is not settled by you and PowerTrade within 30 days from the date that either party notifies the other party in writing of the Dispute shall be referred to and finally settled by arbitration. Further, the parties hereby agree that:
a). To attempt informal resolution prior to any demand for arbitration for at least 30 days before initiating any arbitration or court proceeding. Such informal negotiations commence upon receipt of written notice from you. If we cannot resolve the dispute on an informal basis, you and we agree that any dispute arising under this Agreement shall be finally settled in binding arbitration, on an individual basis;
b). That any dispute, controversy or claim arising out of or relating to the Terms, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Singapore International Arbitration Centre (“SIAC”) rules;
c). That the number of arbitrators shall be one;
d). That the place of arbitration shall be the SIAC, unless the Parties agree otherwise;
e). That the language to be used in the arbitral proceedings shall be English;
f). That the courts in Saint Vincent and the Grenadines have non-exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration;
g). That the arbitrator has the authority to grant any remedy that would otherwise be available in court; and
h). That the parties shall split the costs and expenses of any arbitration and bear their own legal costs and expenses.
13. WAIVER OF CLASS ACTION RIGHTS AND CLASS WIDE ARBITRATION
You and Fons Vitae agree that any claims relating to this Agreement or to your relationship with Fons Vitae as a Borrower of Fons Vitae (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of this Agreement) shall be brought against the other party in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You and Fons Vitae further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. You agree not to join with any other individual or entity or group of individuals or entities for the purpose of seeking to resolve the respective Disputes on a consolidated or representative basis.
14. COMPLIANCE WITH APPLICABLE LAWS
We may delay, block or refuse to make a payment if we believe on reasonable grounds that making the payment may breach any applicable law, and we will incur no liability to you if we do so. You agree to provide all information to us which we reasonably require to comply with applicable laws. We may disclose information which you provide to us where required by applicable laws.
16.1.\t Assignment. You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
16.2.\tSeverability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or 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 and the validity or enforceability of any other provision of this Agreement shall not be affected.
16.3.\tForce Majeure. We shall have no liability for any failure or delay resulting from any abnormal or unforeseeable circumstances outside our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including without limitation governmental action or acts of terrorism, war, earthquake, fire, flood, or other acts of God, labor conditions, delays or failures caused by problems with another system or network, mechanical breakdown or data-processing failures or where we are bound by other legal obligations.
16.4.\tSurvival. Upon termination of your account or this Agreement for any other reason, all rights and obligations of the parties that by their nature are continuing will survive such termination.
16.5.\tThird Party Rights. This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and us and any of our affiliates which each shall be a third party beneficiary of this Agreement, and no other person shall assert any rights as a third party beneficiary hereunder.
16.6.\tNotices. All notices and demands in terms of this Agreement shall be given in writing by electronic mail.
BORROWER ACKNOWLEDGES HAVING RECEIVED, READ AND UNDERSTOOD THE FOREGOING TERMS AND HEREBY AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS HEREOF.