Terms of Use

These terms of service (the “Agreement”) is between you and Brails Financials Inc. (“Brails” “we”,“us”, or “our”), and governs your use of our products and services available through our website (the “Site” ) and including any other service we may provide to you (“Services”).

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‍Terms 

By accessing our Services through any means, you accept our terms and conditions and agree to be bound by it. If you do not agree with any of these terms, you are prohibited from using or accessing our Services. We reserve the right to amend, modify or change any portion of this Agreement without prior notice to you. Where any portion of this Agreement is amended or modified, such changes shall be effective immediately. We suggest that you review these Agreement periodically for such changes and/or modifications. You acknowledge that by accessing and using our Services after such change/modifications, you agree to these terms as modified. 

You understand that your use of any of our services is also subject to the Brail’s Privacy Policy and any other legal agreements that apply to you as a Brails customer (collectively, the “Related Agreements'').

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‍Accounts 

• Eligibility: If you wish to access our Services, you must be 18years and above to create an account (an "Account") with us. You will be required to satisfy our Account opening criteria including any identity verification, screening procedures or other know-your customer procedures we may apply at our discretion after which we will approve your account unless deemed risky. 
• Your Information: You agree to provide all requested information completely and accurately during your onboarding process. We may ask you for additional information about you or your transactions from time to time and where required, and may provide this to our Partners in connection with our Services. You represent and warrant that any information you provide via our platform is accurate and complete. You hereby authorize us, directly or through our third-party service providers, to make any inquiries necessary to verify your identity or protect you against fraud, including any action reasonably necessary to comply with applicable law or regulations. You agree that the information you provide to us on account registration will be true, accurate, current, and complete. In the event that you change any information provided to us at registration, you agree to notify us within 14days of change.
• Security: You are responsible for all activities that occur on your Account, whether or not you know about them. It is important that you keep your access credentials including any password secret and private, and not share these with anyone else. You agree that you shall be solely responsible for any activities or actions under your Account and that we are irrevocably authorized to comply with any instructions received on our platform on your behalf for your use of our Services. Such instructions shall be irrevocably deemed to have been authorized by you. You agree not to disclose your password to any third party and you will notify us immediately if your password is lost or stolen or if you suspect any unauthorized use of your Account. 
• Data Protection We will manage and protect your Personal Data in accordance with all applicable data protection laws. For full and comprehensive information about when and why we collect personal information about you, how we use it, the conditions under which we may disclose it and how we keep it secure, please refer to our Privacy Policy which is provided to you at the time we collect your Personal Data and which can be found on the Brails website 
• Restrictions: In order to protect the integrity of our Services, platform and other Users. You agree not to do the following, which may include: 

1. Submit any false, misleading or inaccurate information to us either as part of initial Account due diligence, or as part of any of our requests for information or other interactions with you. 
2. Using our Service to conduct transactions in connection with any prohibited activities. ‍
3. Use our Platform or any application programming interfaces belonging to us or our affiliates without our express written consent or otherwise access your Account other than through the Site. 
4. Intentionally defraud or attempt to defraud or mislead us, or any other person e. participate or attempt to participate in any unlawful activity using our services, including any bribery or corruption activity, or any action which would be prohibited by any anti-corruption legislation applicable to us, our affiliates, or to you or the jurisdiction in which any such activity takes place. 
5. ‍Obtain or attempt to obtain any confidential information or personal data about us, our systems, our staff, our customers, our Partners. 
6. Attempt to probe, scan, or test the vulnerability of any of our system or network or breach any security or authentication measures. 
7. Attempt to decipher, decompile, disassemble, or reverse engineer any software used to provide the Services 
8. Attempt to void, bypass, remove, deactivate, or otherwise circumvent any technological measure implemented by us, any of our providers, or any other third party (including another user) to protect our Services; or attempt to access or search the Services or download any information from our Services unless explicitly authorized to do so. 
9. Make any deposit from, or withdrawal to, any Account belonging to any person who is subject to any sanctions, or who is on any sanctions or similar lists of any sanctions authority including the UN sanctions list and OFAC sanctions lists. 
10. Send or receive what we reasonably believe to be potentially fraudulent funds. l. Violating any law, ordinance, regulation, and statues or encourage or enable any other individual to do any of the foregoing. 
11. We reserve the right at any time in our sole discretion to block certain IP addresses and unique device identifiers, block applications for Accounts from certain persons or persons of certain countries where required to do so, or pursuant to our risk appetite and risk management processes, not allow you open an account on our platform if you live in certain jurisdictions or subject to any sanctions (including UN sanctions or OFAC sanctions) or a citizen of a country, or located in a country, that is subject to sanctions, suspend our Services to you and prevent any transaction in order to comply with applicable law or prevent fraud. 

• ‍Third-party service providers: We partner with third parties (“Partners”) to facilitate, provide, or otherwise offer certain parts of our services and certain information from you may be provided to those service providers in connection with our services for our legal, regulatory, or compliance purposes. You consent to us sharing your information with our third-party service providers in connection with the provision of Brails services to you. 

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Service 

We provide Services through our website. Services may be subject to eligibility criteria, limits, and restrictions, and may not be always available to all customers. 

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Fees And Expenses 

Account fees: There is currently no cost to you to create or maintain an Account. Taxes. It is your responsibility to determine if any taxes apply to you, your transactions or any use of our Services. It is your responsibility to report and remit any such tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your use of our Services. Changes. We reserve the right to change our fee and cost structures in the future and impose any fees, costs, commissions or other commercial terms as we determine at our discretion. In such case any applicable fees will be shown to you at the time of or prior to your confirmation of a transaction to which a fee applies.

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Intellectual Property 

Brails grants you a non-transferable, non-exclusive license to use the Brails Platform on your device subject to this Agreement. Brails reserves all other rights. Brails is the owner of the Brails Materials. Any rights granted to you over the Brails Materials are granted by us. This is the grant of a license, not a transfer of title, and under this license, you may not: Modify or copy the materials; Use the materials for any commercial purpose, or for any public display (commercial or non-commercial); Attempt to decompile or reverse engineer any software contained on Brails's website; Remove any copyright or other proprietary notations from the materials; or Transfer the materials to another person or “mirror” the materials on any other server. This license shall automatically terminate if you violate any of these restrictions and may be terminated by Brails at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format. 

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Termination 

You may terminate this Agreement by closing your Account. 

We may suspend your Brails Account and your access to our services and any funds, or terminate this Agreement, if: 

1. You do not comply with any of the provisions of this Agreement. 
2. We are required to do so by a Law. 
3. We are directed by our third-party Service Providers or 
4. Where a suspicious or fraudulent transaction occurs through the use of our platform. 

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Risk Disclosure: Disclaimers 

Our Services are provided "as is". We make no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. In no event shall Brails or its affiliates be liable for any damages (including, without limitation, losses, damages, or claims arising from: user error; server or system failures; network failures; change in law; unauthorized access or activities; failure of any transaction) arising out of the use or inability to use our services, even if Brails or a Brails authorized representative has been notified orally or in writing of the possibility of such damage.

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Indemnity 

You will indemnify and hold harmless us and our affiliates from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with our services, your use of the services (including those provided in whole or part by, or otherwise connected to our Partners, or your non-compliance with the terms of this agreement or any applicable law, rule or regulation. Neither we, nor our affiliates have any liability to you or any third party for, any losses, fees, costs, expenses or other liabilities ( “losses” ) that you may incur or suffer as a result of or in connection with our Services. Notwithstanding any other section of this agreement, no relevant person is liable to you for any indirect, incidental, special, exemplary, or consequential damages, howsoever caused. 

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Authorized Users 

You are allowed to create an Account on the Brails platform on behalf of another person. However, you must obtain perquisite permission to open and operate an account on behalf of the principal, you also agree to provide all KYC/KYB information required to disclose the identity of the Principal. You shall procure that the principal complies with the terms of this Agreement. You assume all the risks related to the creation of an Agency relationship and operating this Account as well as the acts and omissions of such Principal. We shall under no circumstances be responsible for any acts or omissions or any losses incurred by the Principal due to your acts or omissions or any loss incurred by you to the acts or omissions of the Principal. 

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General Terms 

This Agreement constitutes the entire and exclusive understanding and agreement between us and you regarding our Services, and this Agreement supersedes and replaces any and all prior oral or written understandings or agreements regarding the Services. If any provision of this Agreement is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. You may not assign or transfer this Agreement. Any attempt by you to assign or transfer this Agreement will be null. We may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns. In the event that us or our affiliate is or are acquired by or merged with another entity, we may transfer or assign the information we have collected from you as part of such change of control. Intellectual Property: We reserve all rights not expressly granted to you in this Agreement. The Services are protected by copyright, trademark, and other laws. Nothing in the Agreement gives you a right to use, in any manner, our name, trademarks, product names, logos, domain names, layout or design of any page or form contained on a page, other distinctive brand features, or other proprietary or intellectual property rights (our "Marks"). All ‍right, title, and interest in and to our Services are and will remain our exclusive property. Notices: Any notices or other communications provided by us under this Agreement or connected with Services, including those regarding modifications to this Agreement, will be given by either posting to the Site or by email, or by other electronic means. We will not be obliged to provide notice in any physical medium such as post. 

• Waiver of Rights: Our failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by our duly authorized representative. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or at law. 
• Feedback: We appreciate, and may solicit, feedback, comments, ideas, proposals, and suggestions for improvements to our Services, and if you choose to submit the same, you agree that we are free to use it without any restriction or compensation to you. Downtime: The Services may be periodically unavailable during scheduled or unscheduled downtime. We and our affiliates are not liable to you for any inconvenience or loss as a result of such downtime. 
• Force majeure: We shall not be held liable for any delays, failure in performance, or interruptions 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 terrorism, 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. However no such event will reduce our obligation to perform the relevant service or obligation when the relevant cause or condition allows, or otherwise affect your rights under this Agreement 
• Accuracy of Materials: The materials appearing on Brails's website could include technical, typographical, or photographic errors. Brails does not warrant that any of the materials on its website are accurate, complete or current. Brails may make changes to the materials contained on its website at any time without notice. However, Brails does not make any commitment to update the materials. Links: Brails has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Brail of the site. Use of any such linked website is at the user’s own risk. 
• Governing Law: These terms and conditions are governed by and construed in accordance with the laws of Canada.