Terms of Service

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SATSTREET INC. TERMS OF SERVICE

Last Updated: July 2023 ( Please Note: This Policy Is Being Drafted for Internal Review Only - )

Please carefully read these Canadian Terms of Service (“Terms”), as they are binding and govern your use of our services (“Services”), and our websites (including Satstreet.com, and desk.Satstreet.com), and mobile applications through which you access our Services (“Platform”), along with any applicable third-party terms you may have agreed to as part of using or receiving our mobile applications (such as terms for the Apple App Store or Google Play, if applicable).  If these Terms conflict with any such third-party terms, these Terms will control to the extent of the conflict.  By accessing or using our Services or Platform, or by creating an Account (as defined below), you agree to these Terms. These Terms may change at any time and without notice.  You should frequently check these Terms for updates.  If you continue to access or use our Platform or Services, after we change these Terms, you agree to all our changes. These Terms are a legally binding agreement between “you” (an individual, or an entity acting through an authorized individual) and Satstreet Inc. (“we”, “us”, “our”, or “Satstreet”).To make these terms easier to read, we have organized these terms as follows:

Terms of Service

1. Account Criteria

Account Criteria

To use most of our Services, you need to create an account with us.  Your account may hold Digital Assets or a Fiat Balance (“Account”).  To use any of our Services, or to create an Account, you must meet at least the following conditions (“Conditions”):

- if you are an individual, be 18 years or older and a resident of Canada,
- if you are an entity, be duly organized and validly existing under the applicable laws of Canada or a province or territory of Canada, and be acting through an authorized individual who is 18 years or older, 
- have a current and valid email address, mobile phone number, and street address,
- have full power and authority to enter into these Terms without violating any other agreement you have made,
- not have been restricted from using our Services,
- to the best of your knowledge, the funds being used to transact under the Agreement: (i) were not obtained or derived, directly or indirectly, as a result of illegal activities; (ii) are not intended to be used, directly or indirectly, in order to carry out a criminal offence or a terrorist activity or for the benefit of a terrorist group, (iii) are not owned or controlled by a terrorist group; and (iv) are not being tendered on behalf of a person or entity who has not been identified to you. You are not a person or entity identified on a list established under section 83.05 of the Criminal Code (Canada) or in any Regulations made under the United Nations Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law) (Canada), the Special Economic Measures Act (Canada) or any other Canadian statutes or regulations which take legislative measures against terrorist financing and against financial dealings with certain sanctioned individuals and entities (collectively, “Canadian AML and Sanctions Legislation”).

In addition, you may be required to comply with additional requirements to open an Account or use the Services in the jurisdiction in which you are located. We will use reasonable efforts to notify you of such additional requirements, but your ability to open an Account and/or use the Services will be subject to those additional requirements whether notice has been provided or not. By making an Account or using the Services, you represent and warrant that you meet all of these Conditions.  If you stop meeting these Conditions, you must immediately notify us and stop using your Account and the Services.  We may require proof that you meet these Conditions.  Even if you meet these Conditions, we may, in our discretion, determine that you are not eligible to have an Account or use the Services.  

You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity, to confirm the above eligibility requirements, to protect you and/or us against fraud or other financial crime, and as we determine may be necessary to facilitate compliance with these Terms and applicable laws.  You understand and agree that we may take action we reasonably deem necessary based on the results of such inquiries, that we have no obligation to inform you of the results of any inquiry and that you expressly waive any obligation we (or are affiliates) may have to take, or advise you of, any possible remedial measures. 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. 

Your Activities  

You agree to, and represent and warrant that you will: 

- not use your Account for the benefit of any person other than you,
- not share your Account or password with anyone else,
- maintain the security of your Account, including by using a strong and unique password for your Account,
- notify us immediately if you discover or suspect any security breaches related to your Account,
- take responsibility for all activities that occur under your Account, and accept all risks of any authorized or unauthorized access to your Account, to the maximum extent permitted under applicable law, and
- provide accurate, complete, truthful, and updated information (including email address, mobile phone number, and street address) at all times when using any Account or Service, including when conducting a Trade, Deposit, and Withdrawal, and when otherwise prompted by any screen displayed within the Services or on our Platform.

We may, in our discretion, determine that it’s necessary or appropriate to temporarily suspend or even terminate your Account.  Please see section 16 below for information on the suspension or termination of an account.

You are solely responsible for all acts and omissions that occur under your Account, and you will be deemed to have made all actions taken using your Account.

2. Deposits of Crypto & Issuance of Fiat Balances

Financial Accounts

Many of our Services require you to have Digital Assets or a positive Fiat Balance in your Account.  To transfer Digital Assets into your Account (“Deposit”) or transfer Fiat Currency to a Designated Financial Institution to be issued a Fiat Currency balance in your Account (“Issuance”), you need to be the actual or beneficial owner of a financial account or wallet maintained outside the Services (“Financial Account”), and your Financial Account must be approved by us.  We do not approve all Financial Accounts, and may revoke our approval at any time without notice.  

We are not responsible for the use, management, or security of any Financial Account.  By using a Financial Account in connection with the Services, you represent and warrant that (1) you are the beneficial owner of the Financial Account, (2) you are in compliance with all terms and conditions applicable to the Financial Account, (3) you have the authority to make deposits to the Financial Account and take withdrawals from the Financial Account, and (4) you have provided complete and accurate information to us regarding the Financial Account.  We may require you to verify that you control a Financial Account before accepting any transfer from it, and you agree to provide us all necessary information to make such verification.  

Our Services only support certain types of Digital Assets.  See Section 8 for more information.  If you attempt to Deposit any cryptocurrency or Digital Asset that our Services do not support or accept, you may permanently lose such cryptocurrency or Digital Asset and we will not be liable for your loss.  If you attempt to deposit cryptocurrency or a Digital Asset that we do not support, we may charge you a fee to cover our costs and expenses related to the identification and return of such Digital Asset or cryptocurrency.  Such fee may be withheld from the Digital Asset or cryptocurrency that was the subject of the improper Deposit attempt.

Execution

We do not control or make any guarantees about the amount of time it takes to complete a Deposit or Issuance.  This time frame depends upon the performance of third parties, including third-party financial institutions or payment services. Deposits and Issuances may not be cancellable once initiated.  All Deposits and Issuances are final and non-refundable once made, but you may be able to Redeem Fiat Balances or Withdraw Digital Assets in accordance with Section ‎3 (Withdrawals & Redemptions).  We can, at any time and without notice, reject any Deposit or impose limits on Deposits you can make (for example, in magnitude and frequency) or a Fiat Balance Issuance.  We may charge you Fees for Deposits and Issuances.  See Section 7 for additional information on Fees.  There may also be third-party fees associated with use of Financial Accounts, and we are not responsible for any such third-party fees.

Fiat Currency

Whenever you instruct your bank or payment service provider to deposit Fiat Currency with a Designated Financial Institution or any other acceptable funding method that may be offered from time to time, we will issue a Fiat Balance to your Account once such funds have been cleared and received by the Designated Financial Institution. You agree that any Fiat Balance in your Account is only for the purchase of Digital Assets, or Redemption to a Financial Account approved by us.  We do not pay interest on any Fiat Currency balances held in your Account. All of your Fiat Currency deposits will be held in a designated trust account with a Designated Financial Institution.

Custody and Title of Digital Assets

Digital Assets, including any Received Assets held within your Account are custodial assets and are held by us in trust for your benefit in a designated trust account at a Crypto Custodian or online in “hot” wallets administered by us.  Title to all Digital Assets you hold within your Account remains with you at all times and does not transfer to us, except as provided herein.  None of the Digital Assets in your Account or any other customer Account are our property, are loaned to us, or are subject to the claims of our creditors, and we do not represent or treat Digital Assets in your Account, or in any other customer’s account, as our property.  However, a court may disagree with our treatment of your Digital Assets and subject them to claims of our creditors.  We cannot grant a security interest in the Digital Assets held in your Account (but we do not represent or warrant that any Digital Asset is free or clear of any security interest or other lien or encumbrance).  Except as required by a facially valid court order, or as set forth in these Terms, we will not sell, transfer, loan, hypothecate, or otherwise alienate any Digital Assets in your Account unless you instruct us to.  If you elect to participate in Bonded Staking, the foregoing sentence is subject to the Bonded Staking restrictions set forth in Section 5.You own and control the Digital Assets in your Account.  Subject to these Terms, any outages or downtime, a court order, other applicable policies, the restrictions described in or provided herein, you may withdraw your Digital Assets from your Account as described in these Terms.  In order to more securely and effectively custody Digital Assets, we may use shared blockchain addresses, that we control, to hold Digital Assets on your behalf. We maintain separate ledgers for your Account and our accounts.  We may hold Digital Assets in your Account in a variety of ways, including across multiple blockchain protocols, such as “Layer 2” networks, alternative “Layer 1” networks, or side chains.  In connection with holding your Digital Assets, we may transfer such Digital Assets off of the primary blockchain protocol and hold such Digital Assets on shared blockchain addresses we control or on alternative blockchain protocols in forms compatible with such protocols.  You agree that all forms of the same Digital Asset that are held and made available across multiple blockchain protocols may be treated as fungible and the equivalent of each other, without regard to (a) whether any form of such Digital Asset is wrapped or (b) the blockchain protocol on which any form of such Digital Asset is stored.

Funding Methods

We may permit you to make a payment associated with the Services (including a Deposit, Issuance, or Trade) from your Financial Account(s) using a credit card or money transfer from your Financial Account (e.g., a SWIFT transfer or Interac e-Transfer).  If you make a payment using a money transfer or credit card, you authorize us to debit your associated Financial Account automatically, but you acknowledge that there may be a significant delay in crediting your Account with the amount debited (less any Fees), including delays due to third party financial institutions or payment processors.  If you select a credit card or wallet as your payment method, and any transaction using such payment method falls on a weekend or holiday or after business hours, the debit may be executed on a later business day, although the transaction fees at the time of the regularly scheduled transaction will apply.  If your payment method fails, we will notify you that the transaction is cancelled and may use the remedies set forth in these Terms to recover any amount owed to us.  Credit card payments and money transfers are not controlled by us, and we are not liable for any delay or rejection of any such payments or any other losses, fees, or charges associated with such payments.  Your use of money transfers or credit card payments may be subject to third-party terms, and we have no responsibility for such third-party terms.  If you set up a recurring credit card payment or a money transfer associated with our Services, including a recurring Trade, you authorize us to execute any rejected payment again at a later time.  Each attempted execution is subject to the Fees set forth in these Terms.  You authorize us to deduct Fees directly from any assets in your Account without notice.  We may require that your Account has sufficient funds to cover, at a 1:1 ratio, any payments using credit card or money transfers for 120 days post deposit (“Unsecured Deposit Hold”). You may not withdraw the funds associated with the Unsecured Deposit Hold prior to the resolution of the Unsecured Deposit Hold. 

3. Withdrawals of Crypto & Redemptions of Fiat Balances

You may be able to transfer Digital Assets from your Account (“Withdraw” or “Withdrawal”) or redeem Fiat Balances into Fiat Currency deposited to a Financial Account approved by us (“Redeem” or “Redemption”).  At most, you can Withdraw the total amount of Digital Assets or Redeem Fiat Balances in your Account, less any Fees associated with such Withdrawal or Redemption.  You cannot make a Withdrawal if the balance of Digital Assets or a Redemption if the Fiat Balance in your Account is less than any minimum balance requirements, any amounts needed to satisfy any of your open positions, or any Fees owed by you.  When you request a Withdrawal or Redemption, you authorize us to remove the designated Digital Assets from your Account, or direct the Designated Financial Institution to deliver the amount of Fiat Currency for a requested Redemption to you (and to reduce the balance of Fiat Currency in your Account), in each case less any Fees.  A Withdrawal or Redemption may not be able to be completed partially or fully, including because the Financial Account rejects your Digital Assets or Fiat Balance or the Financial Account is unavailable.  We will attempt to complete Withdrawals and Redemptions that can be completed, whether partially or fully, within a reasonable time after your request, but we cannot guarantee Withdrawals or Redemptions will be completed within any particular time.  We are not responsible for any damages resulting from rejected Withdrawals or Redemptions.  Withdrawals and Redemptions may not be cancellable once initiated.  All Withdrawals and Redemptions are final and non-reversible once made, but you may be able to Deposit the withdrawn Digital Assets or instruct an Issuance of a Fiat Balance in accordance with Section ‎2 (Deposits).  We can, at any time and without notice, reject any Withdrawal or Redemption or impose limits on any Withdrawal or  Redemption you can make (for example, in magnitude and frequency).  We may, in our discretion, determine that it’s necessary or appropriate to suspend your ability to make Withdrawals or Redemptions.  We reserve the right to suspend your ability to make Withdrawals or Redemptions altogether for an indeterminate amount of time.

4. Trades

Generally 
Our Services may allow you to trade through your Account:

a certain Digital Asset for a certain other Digital Asset,
a certain Digital Asset for a certain Fiat Balances, 
a certain Fiat Balance for a certain Digital Asset, or
a certain Fiat Balance for a certain other Fiat Balance (any of the foregoing, a “Trade”).

The Digital Assets that may be available for Trades may change, without notice.  See Section 8 for more information.  In addition, certain Digital Assets may not be tradeable for certain other Digital Assets or Fiat Balances, and Certain Fiat Balances may not be tradeable for certain other Fiat Balances or Digital Assets.  See our website for more information.  Please refer to our Trading Guide for more information regarding trading, including some important terminology associated with trading.  If you do not understand anything in our Trading Guide or important terminology around trading, do not make any Trades.

Execution

See Section ‎2 (Deposits of Crypto and Issuance of Fiat Balances) for more information on funding your Account with Digital Asset or Fiat Balances prior to making a Trade.  To make a Trade, you must submit an order through the Services (“Order”).  Please see our Order Types page for a description of the various types of Orders that our Services may permit you to make (“Order Types”).  Certain Order Types may not be available to you or may be subject to additional terms and conditions.  We can remove or change any Order Type at our discretion at any time.  Order Types may be limited to certain Digital Assets and not all Digital Assets may be the subject of a Trade for every Order Type.     When you submit an Order, you authorize us to execute a transaction in accordance with such Order (and the Order Type you choose, if applicable) and to charge you any applicable Fees (defined below).  We cannot guarantee any Order will trade at any particular exchange rate and the exchange rates that may be used for your Order may differ from such rates provided by third parties.  We are not responsible for matching any third-party rates or providing you any particular rates.  The actual rate at which an Order is executed may be different from the current market exchange rate indicated by our Services at the time of your Order, and we are not liable for any such difference or any price fluctuations of Digital Assets or Fiat Balances.  The rates shown in our Platform are only valid during a specific period, and may not be current.  If the Order Type you choose for an Order is set to execute only at a certain price or only if certain contingencies are met (for example, a limit order), we cannot guarantee that such Order will ever be executed in whole or in part. We will make a reasonable effort to provide you with confirmation of Trades you successfully execute. However, If we do not provide confirmation, that does not mean the Trade did not happen. Delivery of confirmation of Trades will be available at your request. Proceeds from a successfully executed Trade will be credited to your Account, less any applicable Fees, and the Digital Assets or Fiat Balances you traded for such proceeds will be removed from your Account.We can reject any Trade or other transaction at our sole discretion, whether confirmed by you or not, and we are not liable to you for any rejection.Trades in which customers enter an order with a specified trading pair and quantity after receiving a quote from Satstreet providing indicative trade terms and fees are filled by us as your counterparty. Trades in which customers submit limit or market buy and sell orders, including through Application Programming Interface (API) access to the Satstreet Platform, are executed by us on an agency basis, on your behalf.

Recurring and Custom Trades 

You may have the option to make Trades on a recurring or custom basis using our Service.  If you elect to make recurring or custom Trades, you authorize us to initiate recurring or custom electronic purchases or sales using Digital Assets and Fiat Balances in accordance with your selections and using any of your corresponding Financial Accounts, if applicable. Your authorization will remain effective until you change your recurring or custom Trades settings in your account settings. Changes in your recurring or custom Trades settings may take up to one (1) business day to become effective.  You agree to keep your payment method updated in your Account as long as you have recurring or custom Trades active or scheduled.Your recurring Trades will occur based on your period selection (e.g., daily, weekly, bi-weekly, monthly) until cancelled. Recurring Trades scheduled for the 29th, 30th, or 31st day of a month will be processed on the earlier of the date scheduled and the last day of the applicable month. For example, recurring Trades scheduled for the 31st will be processed on the 30th in April, June, September, and November.  We may attempt to execute your recurring Trade on the day that you select, but transaction times may vary. You acknowledge that the amount of any Digital Asset you purchase or sell in each recurring Trade will depend on the market price at the time of the Trade and will only be determined once the Trade is executed. We may reject or cancel a recurring or custom Trade (in whole or in part) for any reason. We are not liable for any recurring or custom Trade or any failure to make a recurring or custom Trade (including any rejection or cancellation of a recurring or custom Trade in whole or in part). You should regularly check the status of your recurring and custom Trades. We will not verify the information or details of your recurring or custom Trades. You agree that the information and details of your recurring and custom Trades as provided by you are accurate and complete and as such may be treated and acted upon by Satstreet.We may, at any time and without liability, suspend or delay recurring or custom Trades (in whole or in part) without notice or terminate recurring or custom Trades by providing notice to you, unless such notice is prohibited by law.  You understand that applicable transaction fees may change. An overview of the current fee structure can be found at our Fee Schedule, and you will be provided with specific fees before you place an Order. Your payment provider may charge additional fees in connection with your transaction. You understand and agree that you are fully responsible for your payment providers’ fees for all recurring and custom Trades.

Cancellation

All Trades are final and non-refundable.  All Orders are non-cancellable, including before or after we execute a Trade.  In some circumstances, you may have the opportunity to request cancellation of an Order before we execute the Trade, but we may refuse any cancellation request at our sole discretion.  If we fulfill such a cancellation request, that does not mean we will cancel future orders in the same or similar circumstances.

Insufficient Assets

If you have an insufficient amount of Fiat Balance or Digital Assets in your Account to complete a Trade, we may choose to cancel the entire Trade or fulfill a partial Trade using the amount of Fiat Balance or Digital Assets currently available in your Account, less any Fees.

Restrictions

We can, at any time and without notice (1) refuse to execute any Trade or Order at our sole discretion, including if you do not have sufficient Digital Assets or Fiat Balance held or reflected, as applicable, in your Account and (2) impose limits on Trades (for example, limiting the number of open bids, offers, or Orders or restricting Trades from certain locations).

5. On-Chain Staking

In connection with our Services, you may have the option to earn rewards by participating in our “On-Chain Staking Services” (defined below). The On-Chain Staking Services are a separate and distinct IT service, which means a general commercial activity that is provided to you by means of a technical IT infrastructure and your fulfillment of all applicable eligibility criteria.  We may perform any or all of the On-Chain Staking Services directly or through one or more service provider(s).  Please refer to the resources provided on our Platform for more information regarding On-Chain Staking Services.

On-Chain Staking Services  

When you elect to stake a Digital Asset that is eligible for staking (each, a “Supported Token”), you consent to us staking such Supported Token in part or in entirety. You retain ownership of each Supported Token that is staked and each Supported Token remains your property when staked.  The Section of the Terms titled “Custody and Title of Digital Assets”, which applies to Digital Assets, also applies to Supported Tokens.

Opting into On-Chain Staking Services & On-Chain Staking Reward Terms

In order to use the On-Chain Staking Services, you must select the Supported Token to stake, and the amount you wish to stake, from your Account.  We will remit to you the applicable percentage of staking rewards received from the Supported Token protocol attributable to your staked Supported Tokens (“Staking Rewards”), provided that the applicable percentage and timing of such remittances will: (i) be determined by us in our sole discretion; (ii) be subject to our staking fee; (iii) vary by the Supported Token protocol; and (iv) be further detailed in your Account.  You understand and agree that we do not guarantee that you will receive Staking Rewards and that the applicable percentage (i) is an estimate only and not guaranteed (and that past Staking Rewards are not indicative of expected future Staking Rewards), (ii) may change at any time in our sole discretion, and (iii) may be more or less than the actual Staking Rewards we receive from the Supported Token protocol. When you elect to participate in Bonded Staking, you are instructing us to commit the token to the relevant blockchain’s unbonding period and you will not be able to access your tokens during the specified period after you elect to unstake.

Slashing Penalty

A determination by the Supported Token protocol that the On-Chain Staking Service has been erroneously operated may result in a “slashing penalty” (loss of staked Digital Assets) and non-payment of the applicable Staking Rewards by the Supported Token protocol.  We agree to compensate you for any such penalties, unless the penalty is a result of (i) your act or omission, (ii) Supported Token maintenance, a bug, or an error, (iii) an act by a malicious actor or hacker, (iv) a breach of these Terms, whether by you or any other person or entity, or (v) a Force Majeure Event (defined below).  

No Guarantee of On-Chain Staking Services

We cannot guarantee uninterrupted or error-free operation of the On-Chain Staking Services or that we will correct all defects or prevent disruptions or unauthorized access.  We may suspend or discontinue the On-Chain Staking Services in our sole discretion at any time.  In the event of any disruptions, suspension, or discontinuance of the On-Chain Staking Services, any staked Supported Tokens may stop generating the Staking Rewards and you may not receive any (and you may forfeit all) Staking Rewards whatsoever.  The decision as to whether and to what extent On-Chain-Staking Services are provided is at our sole discretion. You hereby acknowledge and agree that we disclaim and have no responsibility for any loss, liability, or damage you may incur, directly or indirectly, in connection with the On-Chain Staking Services, including any loss, liability or damage arising directly or indirectly from: (a) your use of or inability to use the On-Chain Staking Services; (b) any interruption, error, or defect of the On-Chain Staking Services; (c) any third-party disruption of or unauthorized access to the On-Chain Staking Services; or (d) any suspension or discontinuance of the On-Chain Staking Services.

6. Layer 2 Transactions 

You may have the option to utilize “Layer 2” networks in connection with our Services.  We make this option available to you solely for your convenience and we do not require that you use a Layer 2 network. We may, at our discretion, discontinue or change the ability of Layer 2 networks (or certain Layer 2 networks) to connect with our Services or Platform at any time. You are solely responsible for your selection of and any use of a “Layer 2” network in connection with our Services and we make no representations, warranties, or guarantees that any Layer 2 network will connect with our Services or Platform or that such Layer 2 network will function or perform in accordance with your expectations.  You are solely responsible for, and you hereby consent, acknowledge and agree that we disclaim and have no responsibility for, any loss, liability, or damage you may incur, directly or indirectly, as a result of your use of a Layer 2 network.

7. Fees; Taxes

Our Fees

You agree to pay us all applicable fees associated with your use of the Services (“Fees”), including fees for Trades, Deposits, Issuances, Redemptions and Withdrawals.  You authorize us, or our designated third-party providers, to charge or deduct Fiat Balances or Digital Assets held or reflected, as applicable, from your Account to cover any applicable Fees associated with your use of the Services.  The relevant Fees are shown in our Fee Schedule.  We may change the Fees and Fee Schedule at any time, without notice.  Changes to our Fee Schedule are effective as of the effective date shown on the Fee Schedule, and changes will apply prospectively to your use of the Services.In the event we determine there are insufficient funds to pay any Fees, you hereby authorize us to sell Digital Assets from your Account sufficient to pay any Fees due.  In addition, to the extent Fees are required to be paid in a particular denomination of Fiat Currency, you authorize us to receive the proceeds of any sale of Digital Assets in such denomination of Fiat Currency and/or to convert any Fiat Balance held in your account to the required denomination.  You are responsible for any and all additional Fees that may be incurred to sell Digital Assets and/or convert Fiat Balance denominations in order for the Fees to be paid to us.  If you fail to pay Fees or any other amounts owed to us, interest will accrue on such unpaid amounts at the greater of the rate of 18% per year, or the maximum amount allowed by law.  In addition, we may refer your outstanding amounts to a third party for collection, and we will charge you a collection fee of 18% of the outstanding amounts due or the maximum percentage permitted by applicable law, to cover our collection-related costs.

Third-Party Fees

Your use of the Services may also incur third-party fees, such as fees associated with your Financial Account, or other fees, such as blockchain network fees.  You are solely responsible for paying all such fees.

Taxes

You alone are responsible for determining what taxes apply to your use of the Services, including for Trades, Deposits, and Withdrawals, and for reporting and remitting the correct taxes to the appropriate tax authorities.  You agree that we have no responsibility or liability for determining what taxes apply or for collecting, reporting, withholding, or remitting any taxes arising from any trades or transactions.Notwithstanding anything herein to the contrary, we may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable to you such federal, national, provincial, local income non-income, or other taxes as may be required to be withheld pursuant to any applicable law or regulation of any jurisdiction or taxing authority.We are subject to various obligations imposed by the tax (and other) laws and supervisory authorities of various jurisdictions. These obligations may require us to process certain personal data for identity verification, payment processing, compliance with court orders, tax laws or other purposes not disclosed herein. Please refer to our Privacy Notice for Information we may collect about you. These obligations may arise at various times, including, but not limited to, client on-boarding, payment processing, and systemic checks for risk management, and may change without notice. We reserve the right to lock, disable and/or close accounts as deemed necessary by us in order to comply with any such legal and regulatory obligations now existing or hereinafter imposed.

8. Supported Digital Assets and Fiat Currency

The Digital Assets and Fiat Currency supported by our Services are identified on our website (see here for supported Digital Assets and here for supported Fiat Currency) and may change at any time, without notice, in our sole discretion.  Certain Digital Assets or Fiat Currencies may not be available for a Trade, Deposit, Issuance, Withdrawal, or Redemption at all times.  The availability of Digital Assets or Fiat Currency for a Trade, Deposit, Issuance, Withdrawal, or Redemption on the Platform does not guarantee that such Digital Assets or Fiat Currency will be available for a Trade, Deposit, Issuance, Withdrawal, or Redemption in the future.  You are solely responsible for monitoring which Digital Assets and Fiat Currency are supported by the Services.  We are not liable for discontinuation of support of any particular Digital Asset or Fiat Currency, even if you are engaged in a time-sensitive Trade, Deposit, Issuance, Withdrawal, or Redemption.  We reserve the right to discontinue supporting any Digital Asset or Fiat Currency with or without notice.  You acknowledge and agree that we may take any action necessary to discontinue our support of a Digital Asset or Fiat Currency, including but not limited to canceling your trade instructions and requiring you to remove discontinued Digital Assets or Fiat Balances from your Account in a reasonable period of time, and under no circumstances will we be liable to you for any direct or indirect losses, damages, or costs that you may suffer in connection with any actions or inaction we may take in accordance with this Agreement to discontinue our support of a Digital Asset or Fiat Currency.  

9. Content; FeedbackOur Content.  

We or our licensors own (1) our Services and Platform, (2) all content, materials, software, and trademarks found on them, (3) the selection and arrangement of them, and (4) all intellectual property rights in them (collectively, “Our Content”).  So long as you comply with these Terms, you are permitted to use our Services, and Our Content made available to you as part of our Services, but only for your own benefit.  We can take away this permission at any time for any reason. You do not have or acquire any rights to Our Content beyond the limited, revocable permission in the previous sentence.

Your Content.

You may have the opportunity to transmit content or materials in or through our Services or Platform (“Your Content”, excluding Personal Data as defined in our Privacy Notice).  You grant us a perpetual, irrevocable, royalty-free, worldwide, fully sublicensable, non-exclusive right and license to use and exploit Your Content in any manner and for any purpose.

Feedback. 

You may provide us feedback, suggestions, or ideas relating to our Services or Platform (“Feedback”).  You represent and warrant that you have the right to provide us any Feedback that you provide.  You agree that we will own all Feedback, and you hereby irrevocably assign all right, title, and interest in and to all Feedback to us. 

 Waiver of Moral Rights.

You irrevocably waive and agree never to assert, to the greatest extent permitted by law, all of your moral rights whatsoever in your Feedback and Your Content, including any right to the integrity of any your Feedback and Your Content, any right to be associated with any your Feedback and Your Content, and any right to restrict or prevent the modification or use, of any of your Feedback or Your Content in any way whatsoever.

Other Content and Services. 

When using our Services or Platform, you may come across links to third-party content, or you may have the opportunity to use third-party services in connection with our Services or Platform.  We do not control or endorse any third-party content or services and are not liable to you for third-party content or services in any way.  Your use of third-party content or services may be subject to additional terms and conditions with third-party providers, and we are not part of those terms or conditions.  If any third-party terms and conditions conflict with these Terms, you agree that these Terms control.

10. Restrictions

You will not:
use Our Content to engage in, pay for, or support any illegal, fraudulent, deceptive, or manipulative conduct, including illegal gambling activities, money-laundering, or terrorist activities
use Our Content in any way or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other rights of us or any third party, or applicable local, provincial, or federal law or regulation, or that is prohibited by these Terms,remove, delete, alter, or obscure any trademarks, specifications, warranties, or disclaimers, or any intellectual property or proprietary rights notices from Our Content, use, export, reexport or transfer any of Our Content for any purpose prohibited by Canadian or local export or import control laws and regulations,copy, modify, disassemble, decompile, or reverse engineer Our Content (except to the extent such restrictions are prohibited by applicable law),use (except as expressly permitted in these Terms), license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party Our Content in any way,
take any action or use Our Content in any manner that could damage, destroy, disrupt, disable, impair, overburden, or otherwise impede or harm in any manner Our Content, or interfere with any other party’s use of Our Content,
disrupt, interfere with, violate the security of, or attempt to gain unauthorized access to Our Content or any computer network,
bypass, breach, avoid, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure implemented by us or any of our service providers to protect Our Content,
use any device, software, or routine that interferes with the function of Our Content or transmit in or through Our Content, or use in connection with Our Content, any virus, trojan horse, worm, backdoor, time bomb, malware, or other software or hardware devices designed to permit unauthorized access to, or disable, erase, or otherwise harm, any computer, systems, or software,
access or use Our Content to build or support products or services competitive to our products or services,
use any web scraping, web harvesting, or data extraction methods to extract any data from Our Content,
create, use, operate, or employ any bots, robots, parsers, spiders, scripts, programs, routines, or any other forms of automation to engage in any activity on Our Content,
develop any third-party applications that interact with Our Content without our prior written consent,
use or attempt to use another user’s Account without authorization,
use or attempt to use Our Content for any person other than yourself,
allow access to your Account to any person other than yourself,
provide false, inaccurate, or misleading information in connection with your use of or access to Our Content, or
encourage, permit, or enable any other person or entity to do any of the foregoing.

In addition, not all of our Services are available on every Platform or in every location.  You will not attempt to access any Services that are unavailable in your location.

11. Risks

There are substantial risks associated with using our Services, including conducting Trades.  You should carefully consider whether using our Services is suitable for you in light of your circumstances, knowledge, and financial resources.  These risks can be found on our
Risk Statements page, which is incorporated into these Terms by reference, however the list of risks is not complete and cannot list all risks associated with your use of the Services. You acknowledge and agree that your access to and use of the Services, including conducting Trades, is at your own risk, and that we are not liable to you for any losses you incur arising from such risks.

12. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICES AND PLATFORMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  WE AND OUR AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT RELATING TO OUR SERVICES AND PLATFORMS.  WITHOUT LIMITING THE FOREGOING, WE DISCLAIM THAT OUR SERVICES OR PLATFORMS WILL BE AVAILABLE, ACCURATE, SECURE, USEFUL, UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WITH OUR SERVICES OR PLATFORMS CAN OR WILL BE CORRECTED, OR THAT THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.  WE DO NOT PROVIDE ANY UPTIME GUARANTEES, AND WE MAY DISCONTINUE MAKING OUR SERVICES OR PLATFORMS AVAILABLE TO YOU AT ANY TIME AT OUR SOLE DISCRETION.13. Limitations on LiabilityTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE, OUR AFFILIATES, NOR OUR OR OUR AFFILIATES’ OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS WILL BE LIABLE WITH RESPECT TO ANY CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, RELATED IN ANY WAY TO THESE TERMS,  OUR SERVICES OR OUR PLATFORMS FOR (1) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA AND (2) TO THE EXTENT NOT ALREADY EXCLUDED, ANY AMOUNTS EXCEEDING $100 CANADIAN DOLLARS. 

14. Indemnification

You agree to defend, indemnify, and hold harmless us, our affiliates, and our or our affiliates’ officers, directors, members, employees, and agents, from any claim, demand, action, damage, loss, cost, or expense (including reasonable attorneys’ fees) relating to (1) your use of our Services or Platform, (2) your violation of these Terms, (3) your infringement, misappropriation, or violation of the rights of any other person or entity, (4) any content, materials, or information (in any form or medium) that you submit, post, upload, provide, contribute, or make available (or authorize or instruct us to do so) through the Services or Platform, and (5) any Feedback.  If you are obligated to indemnify us, we have the right to control any action if we want and you cannot settle any action without our consent, unless the settlement is only for money damages which you entirely pay.

15. Dispute Resolution; Applicable Law

You and Satstreet Inc. agree to notify each other in writing of any dispute arising from, connected with, or relating to these Terms or your use of the Services within 30 days of when it arises. Notice to Satstreet must be sent to info@satstreet.com. You and Satstreet further agree to attempt informal resolution prior to any formal demand or legal proceeding. Our Dispute Resolution Policy can be found here:
https://satstreet.com/services/dispute-resolution-policy

16. Suspension; Termination; Discontinuance

We can, at any time and without liability or prior notice to you: 

- modify or discontinue our Services or Platform (or any parts of them),
- suspend, restrict, or terminate your access to our Services or Platform, 
- suspend, restrict, or delete your Account, any information related to your account, or any content you post to the Services or Platform, or
- reject any Deposit, Withdrawal, Trade, or other transaction or use of the Service.

If we terminate your Account, we will contact you to return any Digital Assets in your Account to you and/or will instruct any Designated Financial Institution to Redeem your Fiat Balances, except in each case if you owe us any Fees or if we believe you have committed fraud, negligence, or other misconduct.  If you are inactive for a protracted period and we are unable to return any Digital Assets or Redeem Fiat Balances in your Account to your designated Financial Account, then we may be required to report and remit such Digital Assets and/or Fiat Balances in accordance with any applicable provincial unclaimed property laws. Provincial unclaimed property law may require liquidation of the Digital Assets held in your Account. 

17. Legal Disclosures

We are required by law to make certain disclosures in connection with our Services and Platform.  These legal disclosures can be found on our Legal Disclosures page, which is incorporated into these Terms by reference.  Certain legal disclosures may be jurisdiction-specific.  You acknowledge that you have read, understand, and agree to the legal disclosures applicable to you.We maintain licenses and registrations in certain jurisdictions to provide you our Services. These licenses or registrations may impact our provision and your use of our Services depending on where you live or are domiciled.  Our Legal Disclosures page contains information on such licenses (or lack thereof) to the extent required by certain jurisdictions.

18. Personal Data

Please read our Privacy Notice for information about how we collect, use, and share your personal information.  Our Privacy Notice is incorporated into these Terms by reference.

19. Notices

You agree that we may electronically provide you all communications, agreements, documents, receipts, notices, tax forms, and disclosures (“Communications”) in connection with your Account or use of our Services. You agree that we may provide Communications to you by posting them on our Services or Platform, by emailing them to you at the email address you provide, 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 retain copies of all Communications for your records.To access and retain electronic Communications, you will need a computer with an Internet connection that has a current web browser with cookies enabled and sufficient storage space, 128-bit encryption, and a current and valid email address and mobile phone number on file with us. For certain Communications, such as tax forms we will need to send to you, you will also need software to view PDF files.You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to info@satstreet.com.  If you do, we may suspend or terminate your use of our Services.  Any withdrawal of consent to receive electronic Communications will act as your affirmation that your street address on file with us is current, and any Communications we are required to provide to you may be sent in paper form to that physical address.If you would like a paper copy of any Communication, you may request one within 30 days after we provided it to you electronically by contacting our support at info@satstreet.com. For us to send paper copies to you, you must have a current street address on file with us. Any request for a paper copy of a Communication is limited to that individual piece of Communication and will not affect your consent to receive all other Communications electronically. We may charge you fees for any paper copies of Communications.You are solely responsible for keeping your email address, mobile phone number, and street address on file with us up to date.  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 info@satstreet.com.  If we send you a Communication but you do not receive it because such information is incorrect, our ability to contact you at the email address or mobile phone number is blocked by your service provider, or you are otherwise unable to receive electronic Communications, we will be deemed to have provided the Communication to you whether or not you actually received it.  If you use a spam filter that blocks or reroutes emails, you must add us to your email address book so that you can receive Communications.  If your email address or mobile phone number becomes invalid such that electronic Communications sent to you by us are returned, we may deem your account to be inactive, and you may not be able to use our Services until we receive a valid, working email address or mobile phone number from you.

20. General

Force Majeure.  

We are not responsible or liable for any error, delay, loss, or damage arising from any event beyond our reasonable control (each, a “Force Majeure Event”).  Force Majeure Events include flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labour dispute, accident, action of government, communications, power failure, or equipment or software malfunction.  

Waiver.  

If we do not exercise a right under these Terms, we are not waiving such right.

Enforceability. 

If any provision of these Terms is invalid or unenforceable, such provision will be deemed severed from these Terms, but such invalidity or unenforceability will not affect any other part of these Terms and the rest of these Terms will remain in full force and effect; provided, however, that if any such invalid or unenforceable provision can be modified so as to be valid and enforceable as a matter of law, then such provision is not deemed severed from these Terms and instead is deemed to have been modified so as to be valid and enforceable to the maximum extent permitted by law.   

Assignment.  

You cannot assign or transfer any right or obligation under these Terms without our prior written consent.  We can assign or transfer any right or obligation under these Terms, in whole or in part, without your consent, subject to compliance with applicable securities law. In addition, if we are acquired by or merged with a third party entity, we reserve the right to transfer or assign the information we’ve collected from you as part of such merger, acquisition, sale, or other change of control.

Interpretation.  

In these Terms, (1) “or” is inclusive, (2) “including” or “such as” are not words of limitation, (3) headings are only for your convenience, (4) unless otherwise indicated, a section reference in the main body of these Terms is a reference to a section in the main body of these Terms, and (5) the “Summary of Satstreet.com Canadian Terms of Service” and any definitions provided only for informational purposes are provided only for your convenience, is not legally binding, and does not affect the interpretation of these Terms.

Relationship

We do not provide investment or tax advice, including in connection with your use of the Services.  You agree not to rely upon any statement or content on our Services or Platform, or that is otherwise attributed to us, as a recommendation, advice, or guidance regarding trades, investments, tax, or any other similar issues.  We also are not acting as your bank, broker, intermediary, agent, advisor, or as your fiduciary in any capacity, including with respect to the Services.Nothing in these Terms will be deemed to or is intended to be deemed to, nor will it, cause you and us to be treated as partners, joint venturers, or otherwise as joint associates for profit.

Survival.  

If these Terms expire or terminate, the following Sections will remain fully binding upon you and us: 1, 2, 5, 7, 9, 10, 11, 12, 13, 14, 15, 17, 18, and 19 in its entirety.  Termination will not limit any of our rights or remedies at law or equity.

Entire Agreement

These Terms are the entire agreement between you and us, and supersede all prior and contemporaneous understandings between you and us about our Services and Platform.

21. Apple App Store Additional License Terms

If the Platform, in whole or in part, is provided to you through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms of Service: 

- The parties acknowledge these Terms of Service are concluded between the parties, and not with Apple. 
- The responsibility for the Platform and content thereof is governed by these Terms of Service. 
- Notwithstanding anything to the contrary hereunder, you may use the Platform only on an iPhone or iPod touch that you own or control. 
- You and we acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Platform. In the event of any failure of the Platform to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Platform (if any) to you. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Platform, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by these Terms of Service. 
- Any claim in connection with the Platform related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by these Terms of Service, and Apple is not responsible for such claim.  Any third party claim that the Platform or your possession and use of the Platform infringes that third party’s intellectual property rights will be governed by these Terms of Service, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim.  
- You represent and warrant that you are not: (a) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; or (b) listed on any U.S. Government list of prohibited or restricted parties.
- You may contact us in writing regarding any notices, questions, complaints or claims with respect to the Platform. Apple is a third party beneficiary to these Terms of Service and may enforce these Terms of Service against you. If any of the terms and conditions in these Terms of Service are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License Agreement (the current version as of the date these Terms of Service was last updated is located at: http://www.apple.com/legal/internet-services/itunes/appstore/dev/minterms/) or the App Store Terms of Service (the current version as of the date these Terms of Service was last updated is located at: http://www.apple.com/legal/internet-services/itunes/ca/terms.html), the terms and conditions of Apple’s instructions for Minimum Terms for Developer’s End User License Agreement or App Store Terms of Service, as applicable, will apply to the extent of such inconsistency or conflict.

22. Google Play

If the Platform, in whole or in part, is provided to you through the Google Inc. (Google Inc. together with all of its affiliates, “Google”) Google Play store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms of Service: 

You acknowledge that Google is not responsible for providing support services for the Platform. 

If any of the terms and conditions in these Terms of Service are inconsistent or in conflict with the Google Play Developer Distribution Agreement (the current version as of the date these Terms of Service was last updated is located at https://play.google.com/about/developer-distribution-agreement.html), the terms and conditions of Google’s Google Play Developer Distribution Agreement will apply to the extent of such inconsistency or conflict.

23. Definitions

In addition to the capitalized terms defined throughout these Terms, the following terms have the following meanings:“Account” has the meaning set forth in Section ‎1.  For your information, that section defines

“Account” as an account you create with us.

“Canadian AML and Sanctions Legislation” has the meaning set forth in Section ‎1.  

“Communications” has the meaning set forth in Section ‎19.  For your information, that section defines “Communications” as communications, agreements, documents, receipts, notices, tax forms, and disclosures that we may provide to you.

“Conditions” has the meaning set forth in Section ‎2.  For your information, that section defines “Conditions” as certain minimum conditions you must meet to use any of our Services or to create an Account.

“Crypto Custodian” means a custodian that we have designated to custody Digital Assets that you hold in your Account for use in connection with any of our Services in accordance with regulatory requirements. Satstreet will hold crypto assets for you with the Crypto Custodian in a designated trust account.

“Deposit” has the meaning set forth in Section ‎3.  For your information, that section defines “Deposit” as to deposit Digital Assets into your Account.

“Designated Financial Institution” means a financial institution that we have designated to custody Fiat Currency that you hold in your Account for use in connection with any of our Services. 

“Digital Asset” means any digital currency or other digital asset that is available in connection with our Services.

“Feedback” has the meaning set forth in Section 9.  For your information, that section defines “Feedback” as feedback, suggestions, or ideas that you provide us relating to our Services or Platform.

“Fees” has the meaning set forth in Section ‎7.  For your information, that section defines “Fees” as all applicable fees associated with your use of the Services.

“Fiat Balance” means the value of Fiat Currency reflected in your Account which has been deposited in a Designated Financial Institution and reconciled periodically based on your use of the Services and applicable Fees.

“Fiat Currency” means government-issued currency that is not backed by a commodity, including but not limited to Canadian Dollars, U.S. Dollars, and Euro, and that is available in connection with our Services.

“Financial Account” has the meaning set forth in Section ‎3. For your information, that section defines “Financial Account” as a financial account or wallet maintained outside the Services, of which you are the actual or beneficial owner.

“Force Majeure Event” has the meaning set forth in Section ‎20. For your information, that section defines a “Force Majeure Event” as an event beyond our reasonable control.

“Issue” or “Issuance” has the meaning set forth in Section 2. For your information, that section defines “Issuance” as being issued a Fiat Balance in your Account after deposit of Fiat Currency with a Designated Financial Institution.

“Order” has the meaning set forth in Section ‎4.  For your information, that section defines “Order” as an order you submit through our Services.

“Order Type” has the meaning set forth in Section ‎4.  For your information, that section defines an“Order Type” as one of the various types of Orders that our Services may permit you to make.

“Our Content” has the meaning set forth in Section ‎9.  For your information, that section defines “Our Content” as collectively (1) our Services and Platform, (2) all content, materials, software, and trademarks found on them, (3) the selection and arrangement of them, and (4) all intellectual property rights in them.

“Platform” has the meaning set forth in the preamble to these Terms.  For your information, the preamble defines “Platform” as our websites (including Satstreet.com and desk.Satstreet.com), and mobile applications through which you access our Services.

“Redeem” or “Redemption” has the meaning set forth in Section 3. For your information, that section defines “Redeem” or “Redemption” as redeeming a Fiat Balance into a Fiat Currency deposited into a Financial Account approved by us.

“Services” has the meaning set forth in the preamble to these Terms.  For your information, the preamble defines “Services” as our services.

“Terms” has the meaning set forth in the preamble to these Terms.  For your information, the preamble defines “Terms” as these Canadian Terms of Service.

“Trade” has the meaning set forth in Section ‎4.  For your information, that section defines “Trade” as a trade, through your Account, of any of the following (1) a certain Digital Asset for a certain other Digital Asset, (2) a certain Digital Asset for a certain Fiat Currency, (3) a certain Fiat Currency for a certain Digital Asset, or (4) a certain Fiat Currency for a certain other Fiat Currency.

“Unsecured Deposit Hold” has the meaning set forth in Section ‎2.  For your information, that section defines “Unsecured Deposit Hold” as an amount of funds in your Account sufficient to cover, at a 1:1 ratio, any payments using a money transfer from your Financial Account (e.g. a SWIFT or Interac e-Transfer) or credit card for 120 days post deposit.

“we”, “us”, “our”, or “Satstreet” have the meanings set forth in the preamble to these Terms.  See the preamble for more information.

“Withdraw” or “Withdrawal” has the meaning set forth in Section ‎3.  For your information, that section defines “Withdraw” or “Withdrawal” as your transfer of Digital Assets from your Account to a Financial Account approved by us.

“You” has the meaning set forth in the preamble.  For your information, the preamble defines “you” as  the individual, or entity acting through an authorized individual, who is bound by these Terms of Service. 

“Your Content” has the meaning set forth in Section ‎9. For your information, that section defines “your Content” as content and materials you transmit in or through our Services or Platform, excluding Personal Data as defined in our Privacy Policy.

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