These terms and conditions, along with any forms, receipts, acknowledgments, or other documentation completed or used in connection with your use of the Services (defined below), including any pre-transaction or post-transaction disclosures, constitute the entire agreement ("Agreement") between:

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i. Kornell Finance Ltd. a company incorporated in British Columbia Canada, (herein referred to as “Kornell”, “us”, “we”, “our”); and

ii. A legal entity or an individual purchaser of the Services (herein referred to as "you", "your" or "Sender").

 

1. Introduction

i. Kornell is authorized by the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) as a licensed money service business under the license registration number BC1445114.
ii.  Kornell may in its absolute discretion provide, or continue to provide, the following services (the “Services”) to you:
a. Electronic Money Services: Kornell may issue and redeem electronically stored monetary value ("Electronic Money") with you ("Electronic Money Contracts") based on your instructions (an "Electronic Money Order").
b. Foreign Exchange Services: Kornell may execute currency transactions with the Client ("FX Contracts") based on your instructions ("FX Order"). FX contracts are divided into two types: spot contracts and forward contracts.
c. Payment Services: Kornell may transfer Electronic Money or money to your or a third party's account (the "Payee") based on your instructions ("Payment Instruction" and "Onward Payment").
d. Collection Account Service: You can receive money into certain Electronic Money Accounts (collectively referred to as Collection Accounts).
e. Virtual Currency Exchange Services: Kornell may facilitate the exchange of virtual currencies based on your instructions ("Virtual Currency Exchange").
 

2. General Provisions

i. The present Agreement determines the main terms and conditions between you, Kornell and Speed Fast when the Client send the instructions in the Online System using live chat (WhatsApp, Telegram or WeChat) to access the services provided by Kornell.
ii. You agree with Kornell that all the Services shall be carried out on the terms and conditions set out below (the “Terms”). The Terms shall come into force as soon as you sign this Agreement or accept the Terms online and shall continue until
terminated in accordance with the Terms.
iii. It is important that you read and understand these Terms, which will apply to all dealings between you and Kornell. You should only sign the Agreement or accept the Terms online if you agree to be bound by these Terms.
iv. In addition to the present Agreement, the relationship between you and Kornell related to the provision of Services is also governed by legal acts applicable to the Client, agreements concluded with the Client, other agreements, rules and principles
of reasonableness, justice, and fairness.

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3. Definition

i. “Agreement” refers to this document;
ii. “Business Day” refers to a day during which commercial banks are open for business (including dealings in foreign exchange) in Canada or in the payment destination country, or in the intermediary country/countries through which the payment is being
routed;
iii. “Commencement Date” refers to the date on which Kornell approves you to undertake transactions via live chats;
iv. “Intellectual Property” refers to property of Kornell or of its parent, subsidiary or any other sister company, consisting of and including, but not limited to, inventions, registered and unregistered designs, copyright work, trademark and confidential information, including but not limited to the mobile app or web application;
v. “KYC Documents” refers to documents required to establish the identity of the Customer and those authorized to transact on behalf of the Customer, as prescribed by the regulatory authorities;
vi. “Partner” refers to banks, financial institutions and other service providers who are engaged and duly authorized in various countries to facilitate transaction processing or payout and receiving payments;
vii. “Payment” refers to payments made and received by Kornell or its Partners on your behalf;
viii. "Live chat" refers to a real-time communication method facilitated through software such as WeChat, WhatsApp, or Telegram, enabling instantaneous exchange of text based messages, multimedia files, and interactive communication between parties.
ix. “Transaction” shall mean an electronic financial transaction undertaken using the Kornell Services.

4. Eligibility

i. You expressly acknowledge and agree that:
a. you are a legal person;
b. you are capable of entering and authorized to enter into a legally binding agreement;
c. your employees, officers, representatives, and other agents accessing Kornell Services via live chat are duly authorized to access the Kornell Services and to legally bind you to these terms and all actions;
d. all registration information you submit is accurate and truthful;
e. you will maintain the accuracy of such information;
f. you are not barred or otherwise legally prohibited from accessing or using Kornell Services under the English laws;
g. you are an entity duly constituted and validly existing identity under the relevant laws of jurisdiction where the entity is incorporated;
h. you as an entity or its owners (and any affiliate entity) have not been previously suspended or removed from using the Services or any other service or product offered by Kornell.
ii. You understand and agree that use of the Services may have further eligibility requirements that require you to submit additional information about yourself or your business or complete further verification steps prior to your using such Services, or from time to time in order to continue your use of the Services and that failure to comply may preclude your continued use of or access to the Services.

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5. Client Onboarding

i. Offline Onboarding Process:
a. We, as Kornell's representative, will gather duly completed prescribed forms along with all KYC documents offline before granting you access to our Services.
b. You commit to supplying all required documentation before obtaining full access to our Services and pledge to furnish accurate and comprehensive information.
ii. Online Onboarding Process:
a. You will complete registration details and submit ID and KYC documents online as instructed.
b. You commit to providing any supplementary documents when requested by Kornell.
c. You acknowledge that Kornell may share pertinent information with third-party agencies or individuals exclusively for verification purposes.
iii. Due Diligence Checks:
a. As part of the onboarding process, Kornell or an appointed agency may perform diverse due diligence checks, including but not confined to credit file assessments, background checks, and physical visits to your premises or business location.
b. Canada law requires all financial institutions to obtain, verify, and record identifying information about all its customers. We may therefore require you to supply us with personal identifying information and we may also legally consult other sources to obtain information about you. In accordance with our obligations under applicable laws of Canada or of the country from which funds are transferred or where funds are intended to be received. We may therefore require you to supply us with personal identifying information and we may also legally consult other sources to obtain information about you to enable us to verify you.
iv. Customer Approval:
a. Based on the submitted information and KYC documents, Kornell, at its exclusive discretion, may accept or decline your onboarding request.
b. Kornell retains the prerogative to request additional documents as it deems necessary before confirming or rejecting your onboarding request.
v. Transaction Limits:
a. Following approval, Kornell, at its exclusive discretion, will allocate transaction limits, covering factors such as the number of transactions within a day or month and the maximum value per transaction.
b. These limits remain subject to periodic revision, with you receiving due notice of any alterations."

6. Website and User

i. In order to access the Services, you are required to have a working user account ("User Account") on the software’s enabling Live chats (WhatsApp, Telegram, or WeChat) in order to contact us via Live chat or you can email, providing your contact
details and agreeing to the terms of this agreement. Upon approval, we will create and activate your User Account. Your "User ID" will be your email address, which will be used for authentication.
ii. In order for us and/or our contractors to deliver the Services, any information you submit will be kept in Kornell’s interface using Live chat.
iii. It is imperative that you keep all information provided, including bank account details and payment instructions, confidential. By using our Services, you agree to be solely responsible for the supervision, administration, control, and secrecy of all information
shared during the transaction process. You acknowledge that, to the extent allowed by law, you bear full responsibility for all uses of your User Account information, including any fraudulent or inadvertent uses. Neither we nor any Service Provider will be liable
for any losses or damages resulting from the disclosure of your User Account details or compromised information. Please contact us immediately via email or live chat if you suspect any unauthorized access to your User Account or compromised information.
iv. After creating your User Account, you can initiate transactions and use the Services via live chat (WhatsApp, Telegram, or WeChat), confirming all details through email before proceeding with the transaction. Exchange rates, fees, and conversion rates will be confirmed before the transaction is finalized during the live chat session.
v. Correspondence pertaining to your Services will be conducted via live chat (WhatsApp, Telegram, or WeChat) and confirmed through email. By providing information to create a User Account or accessing or using the Services in any other way, you acknowledge and agree that the information you have provided, or that is currently in your User Account, is true and correct in every way.
vi. Kornell may rely on any data you give it, and you acknowledge that if your email address or any other information, or that you have previously given to Kornell, changes, it is your obligation to correct your information with us as soon as possible.
You can amend the information associated with your User Account by following the guidelines on the website.
vii. If we send you an electronic message using the contact information you gave us or that we have on file for you, at the time the communication was delivered, it will be considered that you received it.
viii. Use the "Contact" option at www.kornellfinance.com on our website to get in touch with us in order to get your User Account deactivated. We have the right to cancel any outstanding Services requests if we suspend or delete your User Account for any
reason. Please be aware that you will not be able to access the Services until you have got a new User Account by following the above-mentioned procedure if your User Account is deactivated for any reason.
ix. Customers resident outside Canada should request the service via Company website or approach staff in Canada every time when customer need service from us.
x. The services mentioned on this website are not intended for individuals (resident and citizen) or businesses in US, nothing construed as a solicitation.

7. Electronic Communication
 

i. Scope of communication: You acknowledge and consent that we may use electronic means to communicate with you in any or all of the following ways:
a. Legally required disclosures, notices, and other communications related to your use of the Services, such as data regarding fees and charges and any legally required pre- and post-transaction inquiries;
b. communications from customer service;
c. privacy policies and notices; d. modifications to this Agreement;
d. declarations, information, and documents pertaining to your Transfers;
e. details about the debiting or charging, as appropriate, of your chosen Payment Method;
f. any and all legally necessitate error resolution procedures, as well as responses to claims filed concerning with your access to or use of the Services;
g. any other communications related to your access to and/or use of the Services, and
h. with your consent, marketing and other promotional communications (collectively, "Communications").
ii. Communications in Writing: All Communications in either electronic or paper format from us to you will be considered "in writing." You should print or download for your records a copy of this Agreement and any other Communication that is important to you.

iii. All Communications that we provide to you in electronic form will be provided either
a. via e-mail,
b. by access to a website that we will designate in an e-mail notice we send to you at the time the information is available, or
c. to the extent permitted by law, on our website or via SMS text message.
iv. You agree to promptly review all Communications sent to you, and that these are reasonable procedures for sending and receiving electronic communications.
v. How to Update Your Records: To receive electronic Communications, at the time that you first use the Services, you must provide us with a true, accurate and complete email address and your contact information, and you must promptly notify us of any changes to this information. You can update information (such as your mobile number) through email on support@kornellfinance.com .
vi. Hardware and Software Requirements: You must have an electronic device that allows you to access your email account or a commercially accessible Internet web browser, as well as a sufficiently latest version of Adobe Acrobat Reader (you can download the free version of Adobe Acrobat Reader from Adobe Systems Incorporated) in which you can access, view, and save any electronic communications that we make available to you. For your records, you might want to use a device that can print or store
the Communications.
vii. Requesting Paper Copies: We will not provide you with a physical copy of any communication if you have given permission to receive them electronically unless we think it is necessary. If you print an electronic communication yourself, you can have a
printed duplicate of it. For any communication that you have given us permission to offer electronically, we reserve the right, but we do not assume any responsibility, to deliver a paper copy instead of a digital one. For a maximum of 24 months following the date on which the legally required communication or agreement is supplied to you electronically, you have the right to obtain a paper copy of any such documents that you may be required to sign in order to approve transactions, debits, or credits. You may get a hard copy of this by writing to 422 RICHARDS ST., SUITE 170, VANCOUVER BC V6B 2Z4 CANADA or by contacting us online at https://
www.kornellfinance.com/ using the "Contact Us" link.
viii. How to Withdraw Consent: You may withdraw your consent to receive Communications in electronic form at any time by writing to us at email on support@kornellfinance.com .
ix. Any request to withdraw your permission from receiving electronic communications will only take effect when we receive it and have had a sufficient amount of time to handle
it. You will keep receiving Communications electronically in the interim. The use of the Services is not prohibited if you withdraw your consent to receive marketing communications alone. However, if you do so, it will not impact the legality and enforceability of previous communications delivered in electronic form, and your prior electronic records will remain available for as long as necessary to comply with legal requirements in a format that permits accurate reproduction for all individuals who are legally entitled to access them.

8. Representation and Warranties
 

By utilizing the payment services provided by Kornell, you expressly warrant and represent the following: 

i. Accuracy of Information:
a. You warrant that all information provided during the onboarding process, including but not limited to personal details, identification documents, and financial information, is accurate, complete, and up-to-date.
b. You undertake to promptly update Kornell in case of any changes to the provided information.

ii. Compliance with Laws and Regulations:
a. You represent that your use of Kornell's payment services complies with all applicable laws, regulations, and guidelines.
b. You agree to refrain from engaging in any activities that violate legal standards or regulatory requirements.

iii. Authorized Use:
a. You warrant that you are the authorized holder of the provided bank account and have the legal right to initiate transactions through Kornell.
b. You shall not use Kornell's services for any unauthorized, illegal, or fraudulent activities.

iv. No Prohibited Persons:
a. You represent that you are not a prohibited person, as defined in Section 12 (iii) including those subjects to sanctions, embargoes, or restrictions.
b. You agree not to engage in transactions with individuals or entities falling under anti-bribery and corruption lists.

v. Consent to Information Sharing:
a. You acknowledge and expressly consent to Kornell sharing your information, as provided during the onboarding process, with third-party agencies or individuals solely for the purpose of verification.
b. This includes sharing information with entities involved in due diligence checks, credit file assessments, or background verifications.

vi. Notification of Changes:
a. You agree to promptly inform Kornell of any changes in your circumstances that may impact the accuracy or validity of the information provided during onboarding.
b. This includes changes in business structure, ownership, or any other relevant details.

vii. Acceptance of Terms:
a. You acknowledge that your acceptance of Kornell's payment services is contingent upon your adherence to the terms and conditions outlined herein.
b. You understand that failure to comply with these warranties and representations may result in the suspension or termination of your account.

viii. Security Measures:
You agree to take reasonable security measures to safeguard
your Kornell account, including keeping login credentials confidential and promptly
reporting any unauthorized access.

ix. Transaction Review:
You understand and accept that Kornell may review transactions for compliance with its policies and may, at its discretion, investigate or refuse transactions that raise concerns.

x. Cooperation in Investigations:
You commit to cooperating fully with any investigations conducted by Kornell or regulatory authorities related to your use of the payment services.
 

9. Payments
 

i. You specifically give Kornell permission to keep, accept, disburse, and settle payment on your behalf by agreeing to these conditions. In order to continue processing each Transaction, this authorization will allow Kornell to accept Customer Payment Amounts pertaining to a Transaction into an account. When you register, Kornell will process and send any payments you receive to the bank account you specified for this reason, or to any other account you specify. Until expressly canceled, the authority granted
hereunder shall continue in full force and effect.
ii. Accepting these terms and conditions also gives Kornell explicit permission to retain, accept, and settle payments for any additional value-added services you choose and direct Kornell to provide in relation to the Kornell’s website approved uses.
iii. After deducting Kornell fees and charges as specified by us in electronic communication, Kornell will begin transferring the relevant Customer Payment Amount it has received to the appropriate Account within (such) banking days as per Kornell's agreement from the date of receipt of the relevant Customer Payment Amount.
 

10. Privacy
 

i. While Kornell is dedicated to protecting your privacy, we might have to provide FINTRAC and other regulatory bodies or law enforcement access to your personal information since we are a regulated firm. In the course of creating your Kornell Account or as part of routine efforts to make sure we have accurate information about you, we may also transmit your personal information to credit reporting agencies, anti-money laundering service providers, or other identity verification partners.
ii. We may also disclose your personal information to an affiliated entity of Kornell, to financial institutions or other financial intermediaries for further verifications that may be required to access the Services.
iii. Our privacy policy, which is incorporated herein by reference, provides more information about our dedication to privacy. We also post our privacy statement on our website, and it is subject to periodic revisions. By reading and comprehending our privacy policy,
which is referenced herein, you attest to have done so.

11. Confidentiality and Intellectual Property Rights
 

i. Both Parties acknowledge that, under these terms and conditions, it may have access to various confidential information of the other Party; as a result, each receiving Party consents not to report to any third party any confidential information of a disclosing Party unless necessary to deliver services, execute the transaction, or carry out the due diligence check.
ii. You agree that no one who has access to any Kornell Services may change engineer, decompile, or deconstruct any software shared/disclosed by Kornell, or design or construct any duplicate program or other software program based on it.
iii. Kornell shall solely maintain all worldwide rights, title, and interest in and to the Kornell Services (including, without limitation, ownership of any intellectual property rights therein, as well as the Processing Mechanism enabled by Kornell and related software). You acknowledge and agree that any modifications carried out for and on behalf of you shall be intellectual property rights of Kornell, and that you can only utilize such further modifications/amendments during the length of the agreement.
 

12. Prohibited Use
 

i. 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.

ii. Prohibited Use: Without limiting the generality of the foregoing, you agree that you will not:
a. 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;
b. use our Services to pay for, support or otherwise engage in any illegal gambling activities, fraud, money-laundering, terrorist activities or other illegal activities;
c. use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
d. use or attempt to use another user's account without authorization or subdelegate or otherwise allow another person to trade using your access to the Services;
e. 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;
f. develop any third-party applications that interact with our Services without our prior written consent;
g. provide false, inaccurate, or misleading information;
h. encourage or induce any third party to engage in any of the activities prohibited under this Section;
i. use the Services to take advantage of or profit from any technical glitch, malfunction, failure, delay, default or security breach;
j. use any automated means to purchase or sell Virtual currency or otherwise use the Services;
k. impersonate another person;
l. violate the Terms;
m. undertake any trading activity that could be considered to constitute a manipulative or deceptive practice;
n. violate any market misconduct prohibitions pursuant to applicable securities laws and criminal laws;
o. commit fraud;
p. collude with others to help them commit fraud; or
q. act on information, or tip another person off, or recommend another person trade on information that is not yet generally disclosed to the general public.

iii. Prohibited Persons: You may not use the Services in connection with a person for whom it is prohibited by law to do so, including:
a. a person who is subject to economic or trade sanctions or is in a country that is subject to sanctions in any of the jurisdictions in which we operate;
b. a person who is, or is alleged to be, a member of or associated with, a criminal organization or persons who are known to be associated with a criminal organization, including any terrorists, terrorist groups, or any person known, or suspected by you, to be involved in terrorist activities;
c. a person who is listed as a politically exposed person under applicable antibribery laws; or
d. any other person who is involved in activities or is associated with persons who carry a reputational risk to us, the Services, our service providers, or the integrity of the financial system.

iv. Consent to Prohibition: You consent to our monitoring and supervising your transaction activity to determine whether it is in breach of payment services laws or our requirements identified in Section 4 (Eligibility). You agree that Kornell may share anonymized data relating to such Payment activity with third-party service providers in order to make such determinations. You acknowledge that Kornell will be responsible for monitoring and supervising your payment activity and that no regulatory authorities
will be monitoring or supervising your activity (unless in connection with Section (d) below). If your activity appears, after investigation, to be in breach of payment services laws or our eligibility requirements identified in Section 4, we may:
a. withdraw your right to purchase any further services;
b. report what we know about your payment activity to relevant law enforcement authorities.
 

13. Force Majeure
 

We are not responsible or liable for any damages or loss resulting from causes outside
our direct control, such as failure of electronic or mechanical equipment or
communication lines, electronic viruses or malware, unauthorized access to our Services
via Live chat, theft, operator error, severe weather, natural disasters, strikes or other
labour problems, wars, disease, epidemic, pandemic, governmental restrictions or for any
loss of information caused by disruptions in or malfunctions of the Services.
 

14. Our Liability; Limitations; Disclaimer of Warranties
 

i. If Kornell fails to complete a Transfer on time or in the correct amount after receiving a fully paid, timely, complete, and accurate service request pursuant to this Agreement, Kornell will be obligated only for your directly resulted actual damages, to the dimension necessitated by the relevant legislation.
ii. Unless the law demands differently, your sole and exclusive recourse against Kornell is a refund of the deposited money plus any refundable transfer costs incurred by Kornell. You have no alternative options, including but not limited to claims for incidental,
indirect, special, or consequential damages. These restrictions apply regardless of whether your claim is the result of Kornell's or its agents' negligence, other fault, mistake, omission, or failure to perform. We assume no responsibility for the activities or omissions of a receiver's bank issuer, biller, or carrier, as well as any of their service providers or designers. We shall not be accountable to you:
a. for any delays, mistakes, or damages caused by circumstances beyond our control, such as governmental acts, national emergencies, insurgency, war, or riots;
b. for any claims, losses, or damages caused by your inability to adhere with these terms, communication structure failures, or breaks down in your equipment, internet service, or payment systems;
c. if we are incapable of to execute the transaction because you have inadequate funds for us to debit your account against, your funds will be subject to a hold, legal process, or other assert limiting payments at the point we attempt to deduct your account
d. failure to follow transaction instructions.
e. incorrect or incomplete information provided.
f. refusal to accept or collect the payment by the recipient.
g. for any liability with respect to any direct, indirect, consequential, or incidental damages, whether financial or non-financial, arising from the delay or suspension of your account due to regulatory or Anti-Money Laundering (AML) reasons, including, but not limited to, instances where accounts are subject to queries by regulatory or government authorities, whether directed to us or to any third party involved in the payment flow.
iii. You fully accept and acknowledge that the services are offered "as is" and "as available" basis. Kornell explicitly disclaims any guarantees, either express or implied, including but not limited to the implied warranty of merchantability, fitness for a specific purpose, and non-infringement.
iv. If we are approached by a resident of other countries (other than Canada), then we may work with one or more local financial institutions to carry out your instructions.
 

15. Indemnification
 

i. Through your use of the Services, you agree to hold harmless Kornell and its directors, officers, employees, agents, representatives, shareholders, successors, and allowed allocates towards any and all losses, damages, claims, and liabilities (including reasonable legal fees) that may arise. Without limitation, the following shall be included:
a. any violation by you of the Terms;
b. any violation by you of a third party right;
c. any breach of a representation or warranty made by you to us, either in the Terms or otherwise;
d. any breach by you of applicable laws, regulations, by-laws, rules, policies and customs (collectively, “Applicable Rules and Regulations”);
e. any claim for damages brought against us by any financial institution, related to your non-compliance with the Terms; or
f. any and all expenses incurred by us in connection with providing the Services.
g. If you provide us an on-going Instruction ("mandate") to operate or manage, acting on your behalf, your Account
h. If you Instruct us to process a Payment Transaction, we will process that Payment Transaction in accordance with your Instruction and we will refund to you the amount of the Payment Transaction if we processed that transaction incorrectly.
i. We also do not guarantee that we will be able to process your Payment Transactions at all times during the Term
j. any AML/CTF check or concern raised by our business partners or service providers including banks or any third party involved in processing the Payment Transaction;
k. any IT or technical failure on our side or at our service providers;
l. any regulatory or legal request from competent government authority that leads to the relevant delay or suspension
m. any failure of any third party involved in processing the Payment Transaction, including but not limited to commercial, technical, or regulatory reasons, that materially affects our ability to perform the Payment Transaction or perform the relevant currency conversion
ii. If you fail to satisfy any Liability or adhere with any obligation in the Terms, Kornell may apply either a portion or all of your Funds without notice or demand to completely eliminate or minimize the Obligation or other amount, as applicable.
iii. You are accountable to Kornell for any residual deficiencies after we use our rights, and you agree that these rights are reasonable and essential for our security.
 

16. Termination; Suspension by Kornell
 

i. We may at any time, in our sole discretion and without notice or liability to you, alter, amend, restrict, modify or terminate the Services or any functionality or portion of the Services. You understand that there is no guarantee that the Services or any portion or
functionality of them will continue to operate or be available for any particular period. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Services at any time without notice but confirm that we have no duty to do
so.
ii. We have the authority, in our absolute discretion without any notice or obligation to you, to alter, discontinue, or revoke any unfinished transaction and/or alter, discontinue, or disable your services for any cause, including if you violate any provision of the Terms or if we anticipate that you were accessing our Services through illicit means.
iii. We may also deactivate your access to our Services by providing you notice.
 

17. Contact details, Error resolution and Customer service information
 

i. We are devoted to providing you with high-quality service. If you are unsatisfied with the
Services or feel that an error happened during the processing of your request, please
notify us as soon as feasible.
ii. For full details of our complaints procedure or customer protection advice, or to submit
a complaint, comment or question, you can:
a. Call us at +1 7788061667 or
b. Write us at 422 RICHARDS ST., SUITE 170 VANCOUVER BC V6B 2Z4 CANADA
or
c. E-mail us at support@kornellfinance.com or
d. Go to https://www.kornellfinance.com/ select Customer Service, select E-mail and complete the online form.
iii. If you call us, we may ask you to follow up with details in writing within ten (10) working days.

18. Arbitration and Dispute Resolution
 

i. Unless stipulated otherwise by applicable law, any disagreement or claim resulting out of or relating to a transfer, the agreement, or violation of this agreement, including mandatory consumer claims (each, a "dispute"), shall be settled exclusively by the
arbitration process ingested by International Centre for Dispute Resolution Canada (“ICDR Canada”) in accordance with Canadian Arbitration Rules and, where appropriate, the ICDR's supplementary procedures for consumer-related disputes ("ICDR consumer
rules").
ii. The number of Arbitrator shall be one.
iii. Your arbitration expenses and portion of arbitrator remuneration are determined by the ICDR regulations and, if applicable, limited by the ICDR Consumer regulations.
iv. The arbitration may be performed in person, by document submission, via phone, or online, at your discretion, subject to the arbitrator's ruling.
v. The language of the arbitration shall be in English.
vi. Both the Parties undertake to confine arbitration to the dispute between you and us individually. To the fullest extent permitted by law:
a. no arbitration shall be joined with another,
b. no dispute shall be arbitrated on a class-action framework or using class action operations, and
c. no dispute shall be brought in the capacity of representative on the behalf of the public at large or any other individual. Any disagreement must be filed within one year of the complaining party discovering the facts that provide the foundation for the controversy or claim, or it will be in perpetuity waived.
vii. Exceptions to Arbitration: You and we agree that the following Disputes (and only these Disputes) are not subject to the above provisions concerning binding arbitration and may be brought in any court having jurisdiction over the parties and subject matter:
a. any suit to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and
b. any suit to seek temporary injunctive relief that will remain in place only until an arbitrator can determine whether the relief should be continued, modified or removed.

 

19. General
 

i. Governing Law. The Terms shall be governed by, and construed in accordance with, the Federal Laws of Canada applicable therein. Any legal suit, action or proceeding arising out of or relating to the Terms shall be exclusively instituted in the courts of
Canada and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding.
ii. Electronic Delivery of Information. Any alerts, notices, trade confirmations or communications relating to your purchased services will be provided electronically, either via the direct messages to your relevant contact or to the email address you provide to us.
iii. Amendments. We may amend the Terms at any time on notice to you. If you do not agree to the amendment, you may opt out of our Services. By continuing to use our system, you are deemed to agree to the amendment.
iv. Assignment. You will not assign your rights or obligations hereunder to any third party without our prior written consent; provided however, that no assignment may relieve you of any of your obligations hereunder. Any attempted assignment, transfer or other
conveyance in violation of the foregoing will be void. We may assign any rights or obligation under the Terms to any affiliate or third party without your consent. The Terms are binding upon and will ensure to the benefit of each of the parties, and each of their
permitted successors and permitted assignees.
v. Headings. The headings in the Terms are for reference only and do not affect the interpretation of the Terms.
vi. Severability. If any term or provision hereof is held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will only apply to such provision. The validity of the rest of the Terms will not be affected. The Terms will
continue to be carried out as if such invalid or unenforceable provision were not in the Terms. If any Applicable Rules and Regulations are enacted, made, amended or otherwise changed with the result that any term or condition hereof is, in whole or in
part, invalid, then such term or condition will be deemed to be varied or superseded to the extent necessary to give effect to such Applicable Rules and Regulations.
vii. Survival. The Terms will survive and remain in effect notwithstanding any incidental, temporary or intermittent closing out, reopening or renumbering of your Services.
viii. Entire Agreement. The Terms will be read in conjunction with any other agreements between you and Kornell in connection with your access to our Services accessed via Live chat, provided that, to the extent necessary, the terms and provisions hereof shall
supersede the terms and provisions of all other agreements with Kornell, whether or not referred to herein, except that the Terms in no way limit or restrict any other rights which Kornell may have under any other agreement with you.
ix. No Waiver. No waiver by either party of any of the provisions hereof is effective unless explicitly set forth in writing. No waiver by either party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different nature, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

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