Last Updated: July 31, 2018

These terms apply to your access to and use of Ceito Dashboard and platform (collectively, "Ceito", "we", or "us") and any services made available through Ceito. By using Ceito, by supplying any information, or by clicking the "Create a new account" button, or by using the services, you accept and agree to be bound and abide by these Terms of Use. Before we accept certain types of information from you, you may be required to acknowledge that you understand how we will use that information. If you do not want to agree to any acknowledgement or these Terms of Use, you must not access Ceito Dashboard ("Dashboard").

Ceito allows you to purchase digital tokens from Initial Token Offerings, Token Generation Events, and similar offerings (collectively, "ITO"s) initiated by third party Project Owners ("Project Owner") who agree to our Services Agreement – Project Owners. Ceito provides a platform for the sale of ITOs but is not responsible for the terms of the ITO, the success of the token sale, the distribution or issuance of tokens, or the underlying business of the Project Owner. The terms of the ITO are determined by the Project Owner, not Ceito. The Dashboard allows users to create an account and upload information necessary to participate in an ITO. Ceito verifies payment and maintains a ledger of all Token buyers and amounts during the ITO, which ledger is presented to the Project Owner during and after the completion of the ITO.

These Terms of Use and any terms expressly incorporated herein ("Terms") apply to your access to and use of the Ceito Dashboard and allow you to establish an account as described in these Terms (collectively, our "Services"). Ceito does not provide users with the ability to trade digital tokens or any forms of legal tender.

Ceito reserves the right to change or modify the terms and conditions contained in these Terms, including but not limited to any policy or guideline of Ceito, at any time and at its sole discretion. We will provide notice of these changes by posting the revised Terms to Ceito and changing the "Last Updated" date at the top of the Terms, or by emailing users at their provided email addresses, or by any other means as determined by Ceito. The decision of which notification chosen will be left to Ceito's sole discretion. Using a particular form of notice in some instances does not obligate us to use the same form in other instances. Any changes or modifications will be effective immediately upon posting the revisions to these Terms of Use or at the instant that Ceito transmits the information to the users (e.g. via email). These changes will apply at that instant to all then current and subsequent uses of Ceito. You waive any right you may have to receive specific notice of such changes or modifications. Your continued use of Ceito acts as acceptance of such changes or modifications. If you do not agree to the Terms in effect when you access or use Ceito, you must stop using Ceito.

Section A: Ceito Dashboard

1. Accessing the Dashboard

By accessing or using Ceito, you represent and warrant that you: (a) are at least 18 years; (b) have not previously been suspended or removed from using our Services; (c) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party; and (d) will not use our Services if any applicable laws in your country prohibit you from doing so in accordance with these Terms. Finally, you represent and warrant that you will not be using this site for any illegal activity, including but not limited to money laundering and the financing of terrorism.

2. Anti-Money Laundering Regulations

While Ceito is not responsible for the use of funds or distribution of Tokens, we maintain a Know Your Customer ("KYC") policy to help Project Owners comply with governmental requirements of the jurisdictions in which you reside. Ceito or a third party vendor may identify each prospective purchaser of Tokens by cross-checking user data against governmental watch lists, including but not limited to the Specifically Designated Nationals and Blocked Persons List maintained by OFAC, as well as third-party identity verification and authentication services. If your proposed purchase is flagged through our internal controls, we may require additional proof of identification from you, and we have the right to not permit any purchases until additional and verifiable proof of identity to our satisfaction is received and you have been approved as a prospective purchaser.

You agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use our Services and your access to one or more Services, may be altered as a result of information collected on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number and government identification number. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes.

You authorise us to make the inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us 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 credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Additionally, we may require you to wait some amount of time after completion of a transaction, before permitting you to use further Services and/or before permitting you to engage in transactions beyond certain volume limits. This includes authorizing your wireless operator (Singtel, StarHub, T-M1, or any other branded wireless operator) to use your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided to us with your wireless operator account profile information for the duration of the business relationship.

3. Registration and Accounts

In order to access and use the Services, you must create an account with Ceito (an "Account"). You agree to: (a) provide accurate, current and complete information when creating the account; (b) maintain and promptly update your Account information to keep it accurate, complete, and current; (c) maintain the security and confidentiality of your login credentials and restrict access to your Account and your computer; (d) promptly notify Ceito if you discover or otherwise suspect any security breaches related to Ceito; and (e) take responsibility for all activities that occur under your Account and accept all risks of unauthorized access.

4. Account Security

We reserve the right to withdraw or amend Dashboard, all or any portion of the functionality provided by Ceito, and any Service or material we provide on Ceito, in our sole discretion without notice. We will not be liable if for any reason all or any portion of Ceito is unavailable at any time or for any period. From time to time, we may restrict access to users to some parts of Ceito, to certain Accounts or the whole of Ceito, including registered users.

You are responsible for:

  • Making all arrangements necessary for you to have access to Ceito.
  • Ensuring that any person who accesses Ceito through your internet connection is aware of these Terms and comply with them.
  • Maintaining and promptly update your Account information.
  • Maintaining the security of your Account by protecting your password and not allowing anyone else to use your Account.
  • All activities that occur through your Account, and you accept all risks of any authorized use or unauthorized access to your Account, to the maximum extent permitted by law.
  • Treating your username, password and multi-factor authentication access credentials as confidential, and you must not disclose them to any other person or entity. You acknowledge that your account is personal to you and agree not to provide any other person with access to Ceito or portions of it using your user name, password, or other security information.
  • Notifying us immediately of any unauthorized access to or use of your user name or password or any other breach of security.
  • Ensuring that you exit from your account at the end of each session. You should not access your account from a public or shared computer to avoid allowing others to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. Ceito may, in its sole discretion, limit the number of Accounts that you may hold, maintain or acquire.

5. Acceptable Use

When accessing or using the Services, you agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while using our Services. Without limiting the generality of the foregoing, you agree that you will not:

  • Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
  • Use our Services to pay for, support or otherwise engage in any illegal gambling activities, fraud, money-laundering, or terrorist activities, or other illegal activities;
  • Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
  • Use or attempt to use another user's account without authorization;
  • 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;
  • Develop any third-party applications that interact with our Services without our prior written consent;
  • Provide false, inaccurate, or misleading information; and
  • Encourage or induce any third party to engage in any of the activities prohibited under this Section.

In order to access and use the Services and receive any information as part of the Services, you must have a computer with an internet connection that has a current web browser with cookies enabled and 128-bit encryption. You must also have a valid email address on file with Ceito and have sufficient storage space to retain any information you receive from Ceito.

6. Digital Token Purchases

You acknowledge that all Funds, as defined below, used to purchase Tokens through Ceito are routed directly to the digital wallet or account of the Project Owner of the ITO you are participating in. Ceito keeps a ledger of all Token purchases for the Project Owner and the user, but Ceito does not hold funds or distribute Tokens. The ITO Project Owner, not Ceito, is solely responsible for all business aspects of their token launch.

These rules apply to: (a) all Token purchases completed via Ceito, and (b) any transaction in which you load digital currencies ("Funds") at Ceito's direction to complete a purchase of Tokens.

We may, at any time and in our sole discretion, refuse any purchase of Tokens submitted via the Services, impose limits on the purchase amount permitted via the Services or impose any other conditions or restrictions upon your use of the Services without prior notice.

If you have sent an insufficient amount of Funds at Ceito's direction to complete a purchase of digital tokens via the Services, we may cancel the entire order or may fulfil a partial order using the amount of Funds currently available.

It is your responsibility to determine what, if any, taxes apply to the purchases you complete via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that Ceito is not responsible for determining whether taxes apply to your purchases of digital tokens or for collecting, reporting, withholding or remitting any taxes arising from any purchases of digital tokens.

7. Transfer of Funds

In order to complete a purchase of a digital token or the Services, you must send Funds to the relevant Project Owner account or wallet identified by Ceito using one of the approved external accounts identified via the Services. You may be required to verify that you control the external account that you use to send Funds. You may be charged fees by the external account you use to send Funds. Ceito is not responsible for any external account fees or for the management and security of any external account. You are solely responsible for your use of any external account, and you agree to comply with all terms and conditions applicable to any external account. The timing associated with a transfer of Funds for a purchase will depend in part upon the performance of third parties responsible for maintaining the applicable external account, and Ceito makes no guarantee regarding the amount of time it may take to load Funds into your Account.

8. Purchase of Tokens

Ceito does not purchase, sell, or exchange any Tokens on its own behalf. You acknowledge and agree that: (a) Ceito is not acting as your broker, intermediary, agent, or advisor or in any fiduciary capacity, and (b) no communication or information provided to you by Ceito shall be considered or construed as financial or legal advice. Once the Services execute your purchase, a confirmation will be electronically made available via the Services detailing the particulars of the purchase of Tokens. You acknowledge and agree that the failure of the Services to provide such confirmation shall not prejudice or invalidate the terms of such purchase of Token.

In order to complete the receipt of a digital token or the Services, you must provide Ceito and the relevant Project Owner with a wallet addressed identified in the Dashboard using one of the approved external accounts identified via the Services. You may be required to verify that you control the external account that you use to send Funds.

Section B: Additional Legal Terms

1. Electronic Notices

You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively, "Communications") that Ceito provides in connection with your Account and/or use of Ceito Services. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You agree that Ceito may provide these Communications to you by posting them via the Services, by emailing them to you at the email address you provide, and/or by sending an SMS or text message to a mobile phone number that you provide. Your carrier's normal, messaging, data and other rates and fees may apply to any mobile Communications. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy. You may also contact us through support email contact@ceito.io to request additional electronic copies of Communications.

You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to support email contact@ceito.io. If you decline or withdraw consent to receive electronic Communications, Ceito may suspend or terminate your use of the Services.

It is your responsibility to keep your email address and/or mobile phone number on file with Ceito up to date so that Ceito can communicate with you electronically. You understand and agree that if Ceito sends you an electronic Communication but you do not receive it because your email address or mobile phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Ceito will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Ceito to your email address book so that you will be able to receive the Communications we send to you. You can update your email address, mobile phone number or street address at any time by logging into your Account or by sending such information to support email contact@ceito.io. If your email address or mobile phone number becomes invalid such that electronic Communications sent to you by Ceito are returned, Ceito may deem your account to be inactive, and you may not be able to complete any transaction via our Services until we receive a valid, working email address or mobile phone number from you.

2. Third-Party Content

In using our Services, you may view content provided by third parties, including articles, reviews, comments, insights, analysis and links to web pages of such parties, including but not limited to blogs, forums, communities and social networks. We do not control or approve 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. 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 that are linked to our Service, is at your own risk.

3. No Offer

Neither these Terms nor any other document or information publicly available on Ceito without going through your Account and the purchase process, constitute an offer or solicitation to sell securities. None of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended. Accordingly, these Terms do not constitute investment advice or counsel or solicitation for investment in any security and shall not be construed in that way. These Terms do not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities. Ceito expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in the platform, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom.

4. No Advice

Ceito is not acting and cannot act as an advisor, including as to any financial, legal, investment, insurance and/or tax matters. Any information provided by Ceito is for general information only. You are solely responsible for determining whether any contemplated transaction is appropriate for you.

The information presented on or through Ceito is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to Ceito, or by anyone who may be informed of any of its contents.

Ceito may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

5. Indemnity

You agree to defend, indemnify and hold harmless Ceito (and each of our current and future officers, directors, members, employees, agents, parent companies, subsidiaries and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out or relating to (a) your use of, or conduct in connection with, our Services; (b) any Feedback you provide; (c) your violation of these Terms; or (d) your violation of any rights of any other person or entity. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it. You agree to promptly notify us of any third party Claims and cooperate with us in defending such Claims.

6. Discontinuance of Services

We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, all or any portion of our Services.

7. Feedback

We will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas or other information or materials regarding Ceito or our Services that you provide, whether by email, posting through our Services or otherwise ("Feedback"). Any Feedback you submit is non-confidential and shall become the sole property of Ceito. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any rights you may have to the Feedback (including any copyrights or moral rights). Do not send us Feedback if you expect to be paid or want to continue to own or claim rights in the Feedback. We also have the right to disclose your identity to any third party who is claiming that any content posted by you constitutes a violation of their intellectual property rights, or of their right to privacy. We have the right to remove any posting you make on our Ceito if, in our opinion, your post does not comply with the content standards set out in this section.

8. Right to Amend

We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on use of the Services by posting such changes on our website or any other website we maintain or own. We may provide you with Notice of any changes through the Dashboard, via email, or through other means. Your use of the Services, API, or Data after we publish any such changes on our website, constitutes your acceptance of the terms of the modified Agreement. You can access a copy of the current terms of this Agreement on our website at any time. You can find out when this Agreement was last changed by checking the "Last Updated" date at the top of the Agreement.

9. Force Majeure

Neither party will be liable for any delays in processing or other non-performance caused by telecommunications, utility, failures, or equipment failures; labour strife, riots, war, or terrorist attacks; non-performance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay Fees, Fines, Disputes, Refunds, Reversals, or Returns under this Agreement.

10. Your Liability For Third-Party Claims Against Us

Without limiting, and in addition to, any other obligation that you may owe under this Agreement, you are at all times responsible for the acts and omissions of your employees, contractors and agents, to the extent such persons are acting within the scope of their relationship with you.

You agree to defend Ceito, our affiliates, and their respective employees, agents, and service providers (each a "Ceito Entity") against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a "Claim") brought by a third party against a Ceito Entity, and you agree to fully reimburse the Ceito Entities for any Claims that results from: (i) your breach of any provision of this Agreement or; (ii) negligent or wilful misconduct of your employees, contractors, or agents.

11. No Warranties

WE PROVIDE THE SERVICES AND CEITO IP "AS IS" AND "AS AVAILABLE", WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY CEITO OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES – WHETHER FROM CEITO OR ANOTHER CEITO ENTITY, AND WHETHER ORAL OR WRITTEN – CREATES OR IMPLIES ANY WARRANTY FROM A CEITO ENTITY TO YOU.

THE CEITO ENTITIES DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT CEITO WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, API, DOCUMENTATION, OR DATA; OR (e) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICES IS DONE AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. YOU UNDERSTAND THAT THE CEITO ENTITIES MAKE NO GUARANTEES TO YOU REGARDING TRANSACTION PROCESSING TIMES OR PAYOUT SCHEDULES.

NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.

12. Limitation of Liability

Under no circumstances will any Ceito Entity be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or the Ceito Entities have been advised of the possibility of such damages. The Ceito Entities are not liable, and deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your Ceito Account, or Data, or your failure to use or implement anti-fraud measures, Security Controls, or any other data security measure. The Ceito Entities further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Services inconsistent with the Documentation; (b) any unauthorized access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions to or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.

You agree to limit any additional liability not disclaimed or denied by the Ceito Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to Ceito during the three-month period immediately preceding the event that gave rise to your claim for damages.

These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

We provide the Services from facilities in the Republic of Singapore. We do not claim, and we cannot guarantee that Services we provide from the Republic of Singapore are or will be appropriate or available for any other location or jurisdiction, comply with the Laws of any other location or jurisdiction, or comply with Laws governing export, import, or foreign use.

13. Responding to Legal Process

Ceito may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order ("Legal Process") that we believe to be valid. We may subject to the terms of our Privacy Policy, any Data as required under such Legal Process, even if you are receiving Data on behalf of other parties. Where permitted by Law, we will make reasonable efforts to provide you Notice of such Legal Process by sending a copy to the email address we have on file for you. Ceito is not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.

14. Dispute Resolution; Agreement to Arbitrate

a. Binding Arbitration: Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of one arbitrator. Unless the parties agree upon an arbitrator, either party may request a nomination from the Chairman of the SIAC. The place of the arbitration will be Singapore. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

This Agreement and the rights of the parties hereunder shall be governed and construed in accordance with the laws of Singapore, exclusive of conflict or choice of law rules. Nothing in this section will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

b. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters or, registered address. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law.

c. Class Waiver: To the fullest extent permitted by Law, each of the parties agrees that any dispute arising out of or in connection with this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.

d. Provision of an Award: Subject to the limitations of liability identified in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by Law. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the "Award") to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by any court having jurisdiction over either party or its assets. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.

e. Fees: Each party will advance one-half of the fees and expenses of the arbitrators, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to this Agreement, the arbitrators will award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defences on which it prevails, and any opposing awards of costs and legal fees awards will be offset.

f. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except (i) as may be necessary to prepare for or conduct the arbitration hearing on the merits, (ii) in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, (iii) our disclosure of the Award in confidential settlement negotiations, or (iv) as otherwise required by applicable Laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

g. Conflict of Rules: In the case of a conflict between the provisions of this Section E.11.g and the rules governing arbitration identified in Section E.11.a, the provisions of this Section E.11.g will prevail. If any provision of this Agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by Law and all the other provisions will remain valid and enforceable.

15. Entire Agreement

This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and Ceito for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and Ceito, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

16. Cumulative Rights, Construction, Waiver

The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement, along with all other rights and remedies available to it at Law, or in equity. No provision of this Agreement will be construed against any party on the basis of that party being the drafter. Unless expressly stated otherwise, the use of the term "including" or "such as" is not to be interpreted as limiting the generality of the text preceding the term. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party's rights to subsequently enforce the provision.

17. Survival

All provisions of this Agreement that give rise to a party's ongoing obligation will survive termination of this Agreement.

18. Language

The parties hereby acknowledge that they have required this Agreement and all related documents to be drawn up in the English language.