ULTRAMARINE EXCHANGE LTD, registration number M20687920, 400-319 W Hastings St, Vancouver, BC V6B 1H6, Canada under the brand Ultramarinex (hereinafter Ultramarinex or we, us, and our), via an internet website www.ultramarinex.com (hereinafter the Site), provides payment and currency exchange services (hereinafter the Services) to persons engaging in business relations regulated by these Terms and Conditions (hereinafter the Terms) and other relevant documents (hereinafter Client or you, your).

Ultramarinex is a money service business (MSB) registered with Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) on October 16, 2020, MSB registration number: M20687920.

These Terms provide the terms and conditions that apply to your use of the Services.

By registering an account (hereinafter the Account) to use the Service you agree to be bound by the provision of these Terms. When you register to use the Services, you are asked to confirm that you have read and agree to these Terms. If you do not agree with the provisions of the Terms and Privacy Policy, please refrain from using the Services.

You understand that not all areas of Site and not all of the Services may be available for non-registered users.

To become a registered user, you must create the Account by providing us with the information required on our registration page about you and, in case of business Client, your business. By proceeding for registration page to use the Service, you agree: 

1. to provide true, accurate and complete information;
2. to provide an accurate email that belongs to you; 
3. to refrain from impersonating or falsely representing your affiliation with any person or entity, and 
4. to pass anti-money laundering (hereinafter AML) procedures, established by Ultramarinex pursuant to Proceeds of Crime (Money Laundering) and Terrorist Financing Act (https://lois-laws.justice.gc.ca/eng/acts/P-24.501/), which may be applied to you from time to time. During the AML procedures, Ultramarinex reserves the right to request additional information and documents, which are aimed without limitation to identify our Client and to prove the source of the funds.

The data provided during the registration process and AML procedures and certain other information about you and/or your business are subject to the privacy policy located at https://ultramarinex.com/en/privacy (“Privacy Policy“). The terms of our Privacy Policy are incorporated by reference and form part of this Agreement.

After registering for the Services, you oblige to:

(a) change the password, which is generated by the Site automatically, for a strong password that you do not use for any other websites, online or off-line services,

(b) maintain the security of your account and promptly notify us if you discover any suspicious activity related to your account.

Your Account is a payment account with a personal IBAN issued by our payments solutions provider.

You may be required to provide additional Information to us to be able to use all of the functionality available.

Your funds are stored on a safeguarding account at our payments solutions provider to keep them separated from our assets.

You may be able to store multiple currencies in your Account. These currencies are subject to change from time to time.

(i) Ultramarinex grants you a non-exclusive, non-transferable, and limited personal license to access and use the Site and/or Services (the "License"). This License is conditional upon your full compliance with these Terms.

(ii) All our intellectual property assets (hereinafter IP) including but not limited to all copyrights, trademarks, patents, service marks, trade names, software code, icons, logos, characters, layouts, trade secrets, buttons, color scheme and graphics are protected by local and international intellectual property laws and treaties.

We hereby grant you a limited, non-exclusive, and non-sublicensable license to access and use our IP for your personal use only.

In any case you may not alter, modify, reproduce, distribute, or commercially exploit any materials, including text, graphics, video, audio, software code, user interface design or logos.

(iii) The license granted under this Section will automatically terminate if we suspend or terminate your access to the Services.

(iv) In case you upload or share any feedback, suggestion, idea or other information or material ("Content") with us, you automatically grant us a worldwide license to use your content. It becomes part of the public domain as long as it remains on our Site. It can be used for marketing or any other purposes at our sole discretion.

We provide the following Services:

1. fund transfers;
2. currency exchange.  

Our fees for the Services are provided in the Fee Schedule, linked here and incorporated into these Terms.

Should you leave any funds dormant in your Account without providing us with instructions on their disposition, we may, as mandated by Law, have to consider the funds as abandoned by you and transfer them to relevant government agencies. We will make reasonable efforts, as required by Law, to notify you if we hold funds owed to you in an account beyond the specified dormancy period for abandoned property. In the event that we are unable to contact you, we will regard the funds in your Account as abandoned and forward them to the appropriate government authority.

These Terms are effective upon the moment you tick a box that you acknowledge having read and agree to these Terms until terminated by you or Ultramarinex.

You may terminate your agreement to these Terms by closing your Account at any time and discontinuing to use the Services. We may terminate these Terms or close your Stripe Account at any time for any reason by providing you a notice.

We may also stop (suspend or terminate) your access to your Account, Services and/or Site on reasonable grounds relating to:  

1. the security of the Account, Services and/or Site;
2. the suspected unauthorised and/or fraudulent use of the Account, Services and/or Site; 
3. your use of the Account, Services and/or Site being in breach of these Terms or other documents regulating your relationship with Ultramarinex; or
4. your use of the Account, Services and/or Site being in breach of any applicable sanction, anti-money laundering or counter terrorist financing legislation or any other applicable law. 

Warranties & Acknowledgment

You represent, agree and warrant, that you will not violate any law, contract, third-party right or commit a tort by accessing or using the Services, and that you are solely responsible for your actions and/or inactions while using our Services. Without prejudice to the foregoing, you represent, agree, and warrant that YOU WILL NOT:

(i) use our Services or will immediately cease using those if any applicable law in your country prohibits or will prohibit you at any time from doing so,

(ii) use our Services to participate in a fraudulent, scam or any type of illegal activity,

(iii) provide false, inaccurate, or misleading information,

(iv) transfer your login and password, or otherwise provide access to your Account to any third party,

(v) use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services or to extract data,

(vi) access or use the Services to collect any market research for a competing business,

(vii) attempt to circumvent any content filtering techniques we employ or attempt to access any service or area of our Services that you are not authorized to access,

(viii) develop any third-party applications that interact with our Services without our prior written consent,

(xi) encourage or induce any third party to engage in any of the activities prohibited under this Section.

While using our Site, you may encounter the Third-Party Content. We do not control, endorse, or adopt (unless otherwise expressly stated by Us) any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.

You agree and consent to receive electronically all Communications that Ultramarinex may be willing to communicate to you in connection with your Account and/or use of our Services. For the purposes hereof “Communications” shall mean all and any communication, agreement, document, receipt, notice, information on development, termination, release of new or existing Services and disclosure, which may be from time to time addressed to Cleint by Ultramarinex. 

You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to support. If this is a case, you waive your right to plead ignorance. If you decline or withdraw consent to receive electronic Communications, Ultramarinex may suspend or terminate your use of the Services.

Except as expressly provided to the contrary in a writing by us, our Services are provided on an "as is" and "as available" basis. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.

To the maximum extent permitted by applicable law, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ULTRAMARINEX (INCLUDING OUR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, ULTRAMARINEX OR TO THESE TERMS EXCEED THE FEES PAID BY YOU TO ULTRAMARINEX WITHIN 3 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.

YOU INDEMNIFY AND HOLD ULTRAMARINEX HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH PROHIBITION AND DISCONTINUATION OF ANY OF OUR SERVICES.

You agree that we may from time to time amend the Terms at our sole discretion. We will notify you only in case of substantial changes, that is why it is your responsibility to regularly check the actual version of the Terms. Your continuous use of the Services after the changes has been introduced by us constitutes your acceptance of the updated Terms.

We reserve the right to change, suspend or discontinue all or any aspect of the Services at any time without prior notification. The termination does not affect any previous transactions, rights or obligations accrued prior to such event.

These terms shall be governed by laws of Canada, without regard to its conflict of laws principles.

Any dispute, controversy or claim arising out of or relating to this Terms shall be resolved in a way of amiable negotiations. You and Ultramarinex agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Ultramarinex shall be sent by email.

If the dispute, controversy or claim cannot be resolved you and Ultramarinex agree to arbitrate any dispute arising from these Terms or your use of the Services, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents.

Any dispute, controversy or claim arising out of or relating to this Terms including any question regarding their existence, interpretation, validity, breach or termination or the business relationship created by them shall be referred to and finally resolved by arbitration under the Canadian Arbitration Association Arbitration Rules. The place of the arbitration shall be Vancouver, Canada. There shall be 1 arbitrator. The language of the arbitration shall be English. The Arbitral Tribunal must select its award from one of the final offers made by each of the Parties, in its entirety and without modification. The Arbitral Tribunal need not provide detailed reasons for its award. An oral hearing need not be held. There will be no appeal from the decision of the Arbitral Tribunal on questions of fact, law, or mixed fact and law.

Whether the dispute is heard in arbitration or in court, you will not commence against Ultramarinex a class action, class arbitration or representative action or proceeding.

Only in case this arbitration clause cannot be enforced for any reason, the dispute, controversy, or claim shall be directed to the respective Canadian court.

These Terms constitute the entire agreement between you and us with respect to the Site and supersede any prior or contemporaneous communications and proposals, whether electronic, oral, or otherwise between you and Ultramarinex with respect to the Services.

Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.

The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.

No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

In case of any questions arising in connection to these Terms, please contact us at [email protected].