Foreign Exchange & Payments: Terms of Service

Grain Financial Technology Ltd.

Last Revised on December 5, 2023 

These Terms of Service (“Terms”) govern the use of Grain’s financial management online tools and functionalities including the ability to lock in currency exchange rates for future payments and perform Transactions (as defined below), and associated services, content, tools, features and functionality offered on or through or as part of such services ("Services”). 

The Services are rendered to you by Grain Financial Technology Ltd. (“Company” or "Grain"), a company specializing in financial technology solutions, and are provided via the digital myCaribou platform, created and maintained by Caribou Inc. (“myCaribou Platform”, and “Caribou”, respectively).  By accessing or using the Services via the myCaribou Platform, users agree to be bound by these Terms. 

1. Grain’s Services 
2. No Advice
3. Your Rights & Obligations
4. Ownership and Content
5. Third Party Services and Materials
6. Disclaimers, Limitations of Liability and Indemnification
7. Arbitration
8. Additional Provisions

These Terms govern your access to and use of the Services. Additional terms and conditions relating to specific services or products may be provided by the Company from time to time and will apply only if you use such specific services or products. Please read these Terms carefully, as they include important information about your legal rights. By clicking “I Agree” upon registering for an account or otherwise accessing and/or using the Services, you are agreeing to these Terms. If you do not agree to these Terms, please do not use the Services.  

For purposes of these Terms, “you” and “your” means you as the user of the Services. You must be 18 years of age or older to use the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms and (b) you agree to these Terms on the entity’s behalf.  

1. Grain’s Services.

1. 1. The Services may offer certain customers the opportunity to carry out cross-currency transactions (“Transaction(s)”). Each Transaction shall form a separate, individual contract between you and the Company, and is not transferable, negotiable, or assignable by you to or with any third party.
      The Company may reasonably refuse to accept any request to carry out any Transaction, without giving any reason to you, and the Company will have no liability to you or any other party as a result of doing so. 
   2. You hereby agree and acknowledge that your access to and use of certain functionalities or features of the Services may be subject to the Company (including Third Parties and its service providers) completing a user assessment, diligence, identification, and verification process, including having the right, in Company’s sole discretion, to approve, reject, or cancel any Transaction, or request submitted through or in relation to the Services at any time, if the Company or its service providers reasonably believes such request, or Transaction is not in compliance with, or poses a risk, under Company’s policies or not in compliance with applicable laws, rules, or guidelines (including without limitation BSA/AML, fraud, Know Your Customer (KYC), Know Your Business (KYB)). You will only be eligible to use certain Services once Grain have successfully completed AML checks on you. In the event of non-approval or cancellation of any request, or Transaction, the Company shall make reasonable commercial efforts to inform the applicable user, subject to applicable law and regulations.  The Company will review and approve/reject prospective accounts, user requests, and transactions, and will have the sole discretion of determining the relevant criteria for using the applicable Services and determining whether such criteria were met. 
      The Company will have no liability for the non-completion of or a delay in completing any Transaction in relation to (i) circumstances that prohibit or restrict the execution or performance of a Transaction, including, without limitation, abnormal or unforeseeable circumstances beyond the Company’s reasonable control; (ii) applicable laws, regulations or Rules; (iii) occurrence of errors in quoted rates as a result of the automation of the Services that resulted in erroneous rates being presented when a Transaction is placed; (iv) your violation of these Terms. Costs and losses arising from the cancellation of your Transaction will be charged to, and payable by you.
   3. Account. To use certain Services, you will need to create an account through the myCaribou Platform (“Account”). The Account will be operated by Caribou and the Services will be operated by Grain. You agree to provide accurate, complete and updated information for your Account and any action performed therein in connection with the Services. 

   4. Availability of the Services. Grain will use commercially reasonable efforts to maintain the availability of the Services and do not guarantee that the Services will be available at all times. You agree to use the Services at your own risk and discretion, and you accept and acknowledge that software is prone to unforeseen issues, which may cause the Services to be unavailable or data to be lost. You agree that Grain will not be liable or accountable for any reason for any loss as a result of the unavailability of the Services. In such an event, you agree that your only recourse is to cease using the Services.

      The Company is entitled, at its sole discretion, to suspend access to Services, or otherwise restrict functionality thereof, if (i) you are in breach of these Terms; or (ii) you (or anyone on your behalf), is using the Services in a manner that may cause Grain, or its  partners legal liability or disrupt the Services; Grain may continue any such suspension or restriction as we deem necessary at its discretion. 

   5. In the event that you are unable to fully settle Transaction(s) payment, Grain may deduct any losses or costs from any funds held in your Account, and any overdue shortfall will be charged interest pursuant to applicable law. Subject to applicable law, you hereby acknowledge and agree that the Company can, in its sole discretion at any time and without notice, set off any sum standing to the credit of you in your Account against any payments, costs, charges, or other liabilities which you owe to the Company with respect to the Company’s Services.If you are unable to fully settle the Transaction(s) payment, any and all losses, costs, damages, liabilities, and other amounts shall be borne by you.

2. No advice. 

1. 1. You acknowledge and agree that Grain or Caribouare not providing any advice, consultation, endorsement, professional or financial services, or recommendation in relation to the Services, Transaction(s), or any part thereof, or your use of the Services, including, without limitation, whether or not to proceed with any particular transaction or the potential implications of any particular transaction. Your use of the Services is your decision and responsibility, based solely on your own judgment. The Company and Caribou disclaim all responsibility or liability for any decision you make in relation to the Services (including any Transaction). The Company and Caribou will not be liable to you, or to any third party, for any loss of opportunity or other loss in relation to exchange rate changes or movements around the transaction time. Users should seek professional advice on the risks involved in the use of the Services, including undertaking Transactions. 
   2. Grain may provide content, information, data, market information, and materials (“Content”) as part of our Services, and/or on our websites, social media pages, blogs, or otherwise in connection with the Services and the use thereof. Such Content does not constitute, nor should be deemed as, investment, financial, or professional advice. Please seek professional advice from a duly qualified and authorized financial services professional before you use the Services and enter into a Transaction.

3. Your Rights & Obligations

1. 1. Right to Use Services. Grain hereby permits you to use the Services via the myCaribou Platform for your internal business purposes, provided that you comply with these Terms in connection with all such use. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Company, in its sole discretion, may elect to take.
   2. Your Obligations. You must timely perform all obligations that may be required to establish your use of the Services, including but not limited to (i) providing information relating to your organization, technology platforms, systems configurations, business processes and any other information that is reasonably requested by Grain; and (ii) complete in a timely manner all your responsibilities in connection with the Services. Your delay or failure to perform your responsibilities shall result in an extension of our dependent obligations due to such delay or failure. You hereby represent, warrant, and covenant to the Company that (i) at all times, you will comply with all applicable laws, agency regulations, and instructions applicable to you, and any order or judgment of any court; (ii) you will not use, nor allow anyone to use the Services or any part thereof for any illegal or fraudulent purposes (including, without limitation, money laundering, tax evasion, terrorist financing, or any other illegal activities); and (iii) all information you supplied to the Company in relation to the Services shall be retained complete, accurate, up to date, and truthful.
   3. The Services may be used only in connection with lawful future payment needs and not for any speculative or investment purpose. You agree to provide the Company with such information as may reasonably request to assess your use of the Transaction, and/or Services in relation to a lawful future payment need. Grain may refuse any transaction, suspend any pending Transaction, or terminate any use of the Services if Grain or any Third-Party suspects that a user is using or intends to use the Transaction, or Services for investment or speculative purposes, or in violation of these Terms.
   4. Rules. To enable the Company to provide you with certain of the Services, applicable operating rules, regulations, manuals, policies, and procedures, promulgated by any regulatory authority or third-party service providers (“Rules”), may need to be met before and during your use of such Services. You agree, upon the Company’s request, to provide Grain with the required information and reasonably cooperate with Grain in order to meet such Rules and applicable requirements.
   5. Restrictions On Your Use of the Services. You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions, or you have Grain’s written permission to do so:
      1. download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms; 
      2. duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same; 
      3. use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services; 
      4. use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services; 
      5. exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation; 
      6. access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same; 
      7. attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services; 
      8. circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services; 
      9. use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
      10. introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems; 
      11. submit, transmit, display, perform, post or store any content that is inaccurate, unlawful, defamatory, obscene, lewd, lascivious, filthy, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, harmful, hateful, cruel or insensitive, deceptive, or otherwise objectionable, use the Services for illegal, harassing, bullying, unethical or disruptive purposes, or otherwise use the Services in a manner that is obscene, lewd, lascivious, filthy, excessively violent, harassing, harmful, hateful, cruel or insensitive, deceptive, threatening, abusive, inflammatory, pornographic, inciting, organizing, promoting or facilitating violence or criminal or harmful activities, defamatory, obscene or otherwise objectionable; 
      12. violate any applicable law or regulation in connection with your access to or use of the Services; or 
      13. access or use the Services in any way not expressly permitted by these Terms.

4. Ownership and Content

1. 1. Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all rights, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests.Grain and its licensors reserve all rights in connection with the Services and its content, including, without limitation, the exclusive right to create derivative works. You may not, without our prior written consent, broadcast, republish, upload to a third party, transmit, post, distribute, display in public, or change in any way the Services and/or Content for any purpose. 
   2. Ownership of Trademarks. The Company’s name, GRAIN FINANCE, the Company’s logo and all related names, logos, product, branding, and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. 
   3. Ownership of Feedback. Grain welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

5. Third Party Services and Materials

1. 1. You acknowledge that the Content and Services include, may rely on, or otherwise facilitate or act as merely a conduit to functionalities, infrastructures, services, and/or operations which are made available by third parties (“Third Party(ies)”), including, for example, currency exchange brokers, and financial banking institutions. Third Parties’ functionalities, infrastructures, services, and/or operations are not operated or controlled by the Company. Notwithstanding anything else in these Terms or otherwise, the Company makes no warranties or representations express or implied, as to the quality, capabilities, operations, performance, or suitability of Third Parties or their functionalities, infrastructures, services, and/or operations and disclaims all liability resulting from or related to the foregoing, including any effect on the Services or any part thereof. 
   2. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third-party websites. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or websites. Grain do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.

6. Disclaimers, Limitations of Liability and Indemnification

1. 1. Disclaimers. The Services may have limited features and functionalities and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. Additionally, the beta version of the Services may have different standards of security, privacy, availability or reliability that can affect your use of the Services. Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, , ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS(INCLUDING, WITHOUT LIMITATION, CARIBOU) AND LICENSORS (“the Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility with any other application or any particular system or device; and (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein. 
   2. Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR (B) FOR ANY DAMAGES IN EXCESS OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 
   3. Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your misuse of the Services; or (c) your negligence or willful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defence or settlement of such claim.

7. Arbitration 

1. 1. Informal Process First. You agree that in the event of any dispute between you and the Company Entities, you will first contact the Company and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action. 
   2. Arbitration Agreement. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Company’s services and/or products, including the Services, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures and the JAMS Consumer Minimum Standards (together, the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. The seat of the arbitration will be in New York, New York. Judgement on the arbitration award may be entered in any court that has jurisdiction. For further information about JAMS please visit https://www.jamsadr.com/consumer-minimum-standards/.

8. Additional Provisions

1. 1. Services Changes; Updating These Terms. The Company reserves the right to make changes and modifications to the Services at any time and from time to time. Grain may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the myCaribou Platform or website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. 
   2. Termination. If you breach any of the provisions of these Terms, all licenses and rights granted by the Company or Caribou as applicable will terminate automatically. Additionally, the Companyand Caribou may suspend, disable, or delete your ability to access the Services (or any part of the foregoing) with or without notice, for any or no reason. If the Company or Caribourestrict your ability to use the Services for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company, Caribou, or you. Termination will not limit any of the Company’s or Caribou’s other rights or remedies at law or in equity. 
   3. Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company and Caribou shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages. 
   4. U.S. Government Restricted Rights. The Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. 
   5. Export Laws. You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by the Company or Caribou hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations. 
   6. Use of the Services. You are responsible forproviding the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the Services. We do not guarantee that the Services can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the Services will be available in, or that transactions can be placed from, any particular geographic location. 
   7. Relationship to Customer Agreement. To the extent applicable, You acknowledge that any Customer Agreement entered into between you and Grain contains terms applicable to the Services and therefore these Terms are not an exhaustive list of terms applicable to the Services. In the event of any inconsistency between these Terms and your Customer Agreement, your Customer Agreement shall control.
   8. Privacy Policy. Grain’s Privacy Policy describes how Grain handle the information you provide to Grain when you use the Services. For an explanation of Grain’s privacy practices, please visit Grain’s Privacy Policy located at https://www.grainfinance.co/privacy-policy. Further, Caribou’s Privacy Policy located at https://cariboumed.com/privacy-policy/ provides additional terms applicable to the Services and myCaribou Platform regarding the privacy and security of your data and confidentiality obligations.
   9. Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of New York, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 6, or if arbitration does not apply, then the state and federal courts located in New York, New York. You and the Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms. You agree to receive email notifications from Grain and/or Caribou in connection with Services and acknowledge that these emails are required to notify you of updates in relation to the Services.
   10. How to Contact Us. You may contact us regarding the Services by contacting Caribou, by email at support@cariboumed.com
   11. Payment services for Grain Finance Ltd. are provided by TransferMate