Dated May 11. 2024

INTRODUCTION

Please read these Terms and Conditions of Chronograbs Membership (the “T&Cs”) carefully and make sure you understand everything. If you have any questions, please contact us by e-mail at info@chronograbs.com.

If you do not agree to any of the specific provisions herein you may not access or use any of our Services (as defined hereunder), mobile applications, electronic platforms, website located at chronograbs.com, or any other associated website or forums hosted by Chronograbs LLC (collectively the “Platform”).

If you are not a registered member, but access or use the Platform, then you indicate that you agree to these Terms and the Privacy Policy to be found at chronograbs.com/terms .

Membership is not available to any person in any jurisdiction where (by reason of that person's nationality, residence or otherwise) the publication or availability of the Platform or the Services is or may be prohibited or restricted.

These T&Cs govern your membership, access and use of, the Platform. By applying for membership of the Platform (each such admitted person being a “Member”) you are (i) agreeing to these T&Cs; and (ii) acknowledging and accepting that they will apply from the time you make such an application for Membership until the date you cease to be a Member.

Chronograbs LLC and each of its affiliates (collectively, “Chronograbs”, “we”, “us” or “our”) are relying on the various representations, warranties, undertakings and other provisions of these T&Cs given by you in determining whether to (i) admit you as a Member; (ii) maintain your Membership; and (iii) provide you with access to the Platform. Any breach by you of these T&Cs is likely to cause us material harm.

Chronograbs LLC is a limited liability company incorporated in the State of Florida and which  registered office is at 516 S. Dixie Hwy #173, West Palm Beach, FL 33401 is not regulated by any supervisory authority in any country, including the United States.

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We may amend these T&Cs at any time without notice to you by posting a revised version on our website. The revised version will be effective at the time we post it unless indicated otherwise. However, we will usually provide 5 days prior notice of any material change. If you do not agree to be bound by the amended or modified T&Cs your sole and exclusive remedy is to cease accessing the Platform or using the Services. You agree that we shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Platform, except to the extent otherwise expressly set forth herein.

1.              DEFINITIONS

a)              Collaborative Content means the content to the extent you choose to post, display or otherwise make it available to any selected Member(s), but do not otherwise make such content available in Community.

b)             Common Areas mean all shared content that is published anywhere on the web and uploaded to the Website.

c)              Community means areas accessible to all Members of the Website and Services, but do not include areas accessible only to you, or areas where you allow only selected Members to access your Content.

d)             Content means text, messages, images, graphics, video files, audio files, ideas and other information and materials.

e)              Member (or User) means a person who uses the Platform and/or Services.

f)              Shared Content means the Content (other than third party data) that we, you, or other Members have shared with the Community.

g)             Third Party Content means a part of the Content contained on our Website or Services that is not in the nature of Shared Content and that may be supplied by third parties, including, without limitation, data providers, advertisers, if any, and Members.

h)             Website means the website(s) through which the Platform and/or Services are accessed or displayed.

2. OUR SERVICES

2.1. Chronograbs provides a dynamic and interactive environment to facilitate whole sale watch trading and community engagement. . As a platform, it’s a place to access a variety of Services, depending on multiple membership levels, including without limitation:

a)     Inventory Listing: Chronograbs enables Members to list their watch inventory for sale. Members can upload detailed listings including images, descriptions, and pricing information.

b)    Wanted to Buy Lists: Members have the option to create "wanted to buy" lists, specifying their desired timepieces and preferences. This feature facilitates efficient matchmaking between buyers and sellers within the community.

c)     External Sharing Integration: Chronograbs allows Members to seamlessly share their listings with external interfaces and forums, enhancing visibility and engagement beyond the Platform's boundaries.

d)    Community Interaction: The platform fosters connections between Members, encouraging collaboration, networking, and knowledge sharing within the wholesale watch trading community. Members can engage in discussions, share insights, and build professional relationships.

e)     Direct Chat: Members can initiate direct one-on-one or group chats with other Members, facilitating private communication for inquiries, negotiations, or other business-related discussions.

(all of the above functionalities and services of the platform hereinafter referred to as the “Services“).

Your access and use of our Services, including your use and adaptation of our content and other content shared by other Members of the Chronograbs Community are subject to the Terms of Use set forth herein. We grant you access to the Platform as it may exist and be available on any given day and we have no other obligations, except as expressly stated in these Terms.

We have the right to modify, replace, refuse access to, suspend, or discontinue our Services or Platform, partially or entirely, in our sole discretion.

 We reserve the right to withhold, remove or discard any content available as part of your account, website, means of information, or services provided, with or without notice.

 In addition to the services described above, we may also provide services using other technological, commercial and legal solutions. Such services are provided pursuant to these Terms and special terms of the respective service, which may be set out in the Annexes of these Terms. In the event of any inconsistencies between the clauses of an Annex setting out the specific terms and conditions of a service, and the other clauses set out herein, the respective clauses of the Annex prevail in relation to the respective service.

PLEASE NOTE:  CHRONOGRABS DOES NOT PARTICIPATE IN THE ACTUAL SALE OR TRANSACTION OF WATCHES LISTED ON THE PLATFORM. WE DO NOT MAKE ANY REPRESENTATION OR WARRANTIES WITH RESPECT TO THE QUALITY, ACCURACY OR PERFORMANCE OF ANY CONTENT ACCESSED THROUGH THE SERVICES, INCLUDING WITH REGARD TO ANY ITEMS PURCHASED THROUGH THE PLATFORM.

3. YOUR MEMBERSHIP AND MEMBER OBLIGATIONS

3.1. While using the Services and the Platform you must be at least 18 years old (or the age of contractual capacity).

3.2. To become a Member, you must fill in the application form and submit it to us. In this form you are asked to provide us with current, complete and accurate personally identifiable information, including, without limitation, your name and surname, your address, your email address and phone number.

The registration form requires information which may include, without limitation:

a.              your contact information such as name and surname, email address, telephone number, invoicing address;

b.              the Membership tier selected,

c.              the chosen method of payment for the order (regarding a paid version).

3.3.      The act of sending the application form is regarded as an indisputable way of identification of the person, ordered Service, the price and the method of payment, and it is considered as a mutually binding proposal of the agreement governed by these T&Cs. The condition of the validity of the registration is that you must have confirmed your familiarity with these T&Cs and Privacy Policy available on our Website.

3.4.      All registrations, once your application is accepted by us, and orders received by us are binding.

3.5. We have different categories of Membership and personal information you are asked to provide may vary depending on the category of Membership you are applying for.

3.6. Each Member acknowledges and agrees that information (including personal information concerning individuals who are Members or work for entities who are Members) regarding the Member may be made available to other Members but only to the extent such disclosure is necessary for the Platform to operate in the manner envisaged. 

3.7. You will be asked to create an account that includes a username and password. You may also be able to sign up or log in to our services through authorized third-party service providers. You can access the Services and the Platform through a web browser or mobile device to view content and information, and otherwise use the services, to the extent intended and permitted by their functionality.

3.8. You hereby authorize us to, directly or through third parties, make any inquiries we consider necessary to verify your identity and/or protect against fraud, including to query identity information contained in public domains or reports,  and to take any action we reasonably deem necessary based on the results of such inquiries or reports. You further authorize any and all third parties to whom such inquiries or requests may be directed to fully respond to such inquiries or requests.

3.9. We may, in our sole discretion, refuse to allow you to establish an account with us, or limit the number of accounts that a single Member may establish and maintain at any time.

3.10. On the condition that you comply with all your obligations under these T&Cs we grant you a limited, revocable, non-exclusive, non-assignable, and non-sublicensable license and right to access and use the Services and the Platform for the duration of your Membership.

3.11. You agree that the information you submit to us about yourself is true, accurate, current and complete. You agree to update your business and profile information to keep it current and accurate at all times.

3.12. You may not, directly or indirectly, transfer your account or Member ID to another party or allow or enable access to any other person without our consent.

3.13. In case of an account in joint names, then each account holder is jointly and severally liable for all liabilities and obligations in respect of the account.

3.14. Any use of the Services by you contrary to our mission and purpose is strictly prohibited and is considered as being in violation of these T&Cs. We reserve all rights not expressly granted in these T&Cs.

3.15. You may not use the Platform and/or the Services in a manner that: (i) copies or stores any significant portion of the content, (ii) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Service or content (through use of manual or automated means), (iii) harvests or otherwise collects information about Members, including email addresses, without their consent.

3.16. You may not commercialize any Services, application, or any data or other information or software associated with them or derived from them. You may not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any content of the webpage not owned by you in a way that violates someone else’s (including ours) rights.

3.17. If the Services you selected are then currently subject to fees specified on the Website, you will be obligated to pay the fees as set forth therein. We reserve the right to update the fees from time-to-time, which updates shall take effect at the next applicable billing period. In the event that you fail to pay fees when due (including if your payment method on file is expired), we may suspend your access to and/or use of the Services until fees are paid.

10.18.  From time to time, we may do promotions to promote sales. These promotions, mainly in the form of adding some extra rights for Members and potential Members, are valid for as long as they are published on our Platform or in Member’s account and do not constitute a future obligation to provide further promotions and/or sales.

4. NO LIABILITY FOR THIRD PARTY CONTENT AND TRANSACTIONS

4.1.   Chronograbs is a distributor (and not a publisher) of Third-Party Content and Content provided by Members. Any reliance you place on Third Party Content or Content shared by Members is therefore at your own risk. Any Third-Party Content or Content shared by Members, including, without limitation, such Content in the nature of opinions, advice, statements, services, offers, data or other information, expressed or made available on the Platform or through the Services are those of the respective authors or distributors thereof, and not Chronograbs. Neither Chronograbs LLC nor any third-party provider or distributor of data on or through our Platform or our Services guarantees, endorses, or is otherwise responsible or liable for the accuracy, completeness, timeliness, reliability, availability, or usefulness of any Content accessible through our Platform or our Services. You acknowledge that we do not and have no obligation to pre-screen any Content. However, we do have the right (not the obligation), in our sole discretion, to refuse, edit, move, or remove any Content or Third-Party Content. 

4.2. The Platform serves as a marketplace for the listing and promotion of watches by Members.  Chronograbs does not participate in the actual sale or transaction of watches listed on the Platform. Chronograbs acts solely as a venue for Members to connect and engage in wholesale watch trading activities. Chronograbs does not act as an agent, intermediary, or representative of any Member in relation to the sale or purchase of watches.

4.3. Members who list watches for sale on Chronograbs are solely responsible for the accuracy, completeness, and legality of their listings, as well as the quality, authenticity, and condition of the watches offered for sale. Members who purchase watches through Chronograbs are solely responsible for conducting their own due diligence, including verifying the authenticity and condition of the watches, as well as assessing the credibility and trustworthiness of the seller. Chronograbs makes no warranties or representations regarding the accuracy, reliability, or legality of any listings, the quality or condition of any watches, or the performance of any Member in connection with the sale or purchase of watches through the platform.

4.4. In no event shall Chronograbs be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the sale or purchase of watches through the platform, including but not limited to lost profits, lost revenue, or loss of data, even if advised of the possibility of such damages.

5. PROHIBITED USE

5.1 In connection with your use of the Services you agree and represent you will not engage in any Prohibited Use as described below. We reserve the right at all times to monitor, review, retain, and/or disclose any information, including the details of your activity, as we deem appropriate or necessary; including, without limitation, to satisfy any applicable law, regulation, sanctions programs, legal process, or governmental request. We reserve the right to cancel and/or suspend your account immediately and without notice if we determine, in our sole discretion, that your account or access is associated with a prohibited use, whether under these T&Cs or under any applicable law.

5.2 You may not use your access to engage in the following categories of activity (each a “Prohibited Use”):

a. Unlawful Activity: Activity which would violate, or assist in the violation of, any law, statute, ordinance, regulation, or sanctions programs administered in the countries where Chronograbs conducts business, including but not limited to the United States; which would involve proceeds of any unlawful activity; or which would publish, distribute, or disseminate any unlawful material or information.

b. Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Services that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Services, other members’ accounts, computer systems or networks; use account information of another party to access or use the Services; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of Chronograbs.

c. Fraud or Manipulation: Activity which operates (or is intended to operate) to defraud Chronograbs, Members, or any other person; provide any false, inaccurate, or misleading information to Chronograbs.

d. Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to licensed materials without the appropriate authorization from the rights holder. You further understand and acknowledge that:

                         i.     the software, code, proprietary methods and systems used to provide our Platform or our Services,

                        ii.     the design, look and feel of our template reports,

                      iii.     the graphical elements of our template reports,

                      iv.     the Content (other than the Content submitted by you or on your behalf or Shared Content owned by you or other Members),

                        v.     any intellectual property therein;

(collectively “Our Intellectual Property“) may not be copied, modified, reproduced, republished, posted, or transmitted by you unless it is Shared Content; and no Content, including Shared Content owned by Chronograbs, but excluding Content submitted by you or on your behalf may be sold, offered for sale, or redistributed by you in a commercial manner without our prior written permission and the prior written permission of our applicable licensors (if applicable). You acknowledge and agree that our Intellectual Property is the sole property of Chronograbs LLC. You must abide by all copyright notices, licensing terms, information, or restrictions, as amended, as applicable to any of our Intellectual Property. Nothing in these T&Cs grants you any right to receive delivery of a copy of our Intellectual Property or to obtain access to our Intellectual Property except as generally and ordinarily permitted through our Platform according to these T&Cs. Certain of the names, logos, and other materials displayed on our Platform or in our Services constitute trademarks, trade names, service marks or logos (the “Marks“) of Chronograbs LLC. You are not authorized to use any such Marks.

The specific types of use listed above are representative, but not exhaustive. If you are uncertain as to whether or not your use of the Services involves a prohibited use or have questions about how these requirements apply to you, please contact us at info@chronograbs.com.

6. USER CONTENT

6.1. You may not post false, inaccurate, misleading, defamatory, or libelous content on the Platform which includes our website and any communications system provided as part of the Services.

6.2. You are solely responsible for the content you upload, post, email, transmit, or otherwise make available on or through our services or website.

6.3. You may only post content that you own, have created, or that you have clear permission to publish. You acknowledge and agree that Chronograbs does not endorse any Shared Content and is not responsible or liable for any such content, even though it may be unlawful, harassing, libelous, privacy-invading, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable, or may infringe upon the intellectual property or other rights of another.

6.4. You acknowledge that we do not and have no obligation to pre-screen any Member content. However, we do have the right (but not the obligation) in our sole discretion to refuse, edit, move, or remove any Member content that is submitted on or through our services or website.

6.5. By submitting any Member content through or to our services or website you hereby irrevocably grant to us a worldwide, royalty-free, non-exclusive, and fully sub-licensable license, to use, reproduce, modify, adapt, translate, publicly perform, publicly display, create derivative works from, transfer, transmit and distribute such content in whole or in part and to incorporate the content into other works in any format or medium now known or later developed. These grants shall include the right to exploit any proprietary rights in such Shared Content, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. You grant Chronograbs the license to use, distribute, reproduce, modify, adapt, publicly perform, and publicly display such information on the services or website or on any media. You agree that the grant of rights by you to us is provided without any entitlement of payment of fees or consideration.

6.6  Regarding the Collaborative Content, you hereby grant Chronograbs a worldwide, sublicensable, assignable, royalty-free, fully paid, perpetual, irrevocable license to use your Collaborative Content for all uses applicable to your private content as well as any other uses (such as reproduction, display, and transmission) necessary to facilitate sharing of your Collaborative Content with the Members with whom you choose to collaborate. Other business or legal terms relevant to your collaboration, such as scope of use, licensing, ownership, or other relevant rights and obligations with respect to your Collaborative Content and derivatives, if any, are to be addressed between you and the Member(s) with whom you choose to collaborate.

6.7 You represent that:

a)              you have the necessary rights to grant Chronograbs and, as applicable, other Members the license to use your Content as described in paragraphs 7.5 and 7.6 above;

b)             all Content you provide is true, accurate, current and complete; and the Content you provide does not violate these Terms of Use.

6.8. The licenses you grant to Chronograbs and applicable Members, as described above, continue even if you stop using our Website and our Services.

6.9. We may share your personal and identifiable information (telephone numbers and emails) with our service providers whom we have contracted to assist us in providing the services, including statistical and marketing analysis.

6.10. You agree that we may contact you in the manner we have in our records for the following purposes: (i) for reasons relating to your account or your use of our services (such as to collect a debt, resolve a dispute, or to otherwise enforce these T&Cs) or as authorized by applicable law; (ii) to contact you for marketing, promotional, or other reasons that you have either previously consented to or that you may be asked to consent to in the future. If you do not wish to receive any longer any marketing or promotional communications, you may always opt out in the communications preference section of your account, send us an e-mail or click an unsubscribe link in the email sent to you.

7. FEEDBACK

7.1. In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to our Platform or Services (collectively “Feedback“), you agree we may use the Feedback to modify our products and services (and the products and services of our affiliates) and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback.

7.2. You grant to us a worldwide, sublicensable, assignable, royalty-free, fully paid, perpetual, irrevocable right and license to make, have made, use, reproduce, modify, translate, distribute, transmit, create derivative works of, perform, display, import, sell, offer for sale, make, have made and otherwise exploit, without the requirement to make any payment to you or to any third party or the need to seek any third party permission, the Feedback in any form, media, or technology, whether now known or hereafter devised or developed, and to allow others to do the same. This is true whether you provide the Feedback in any Content submitted publicly or privately, email or any other method of communication with us unless we have entered into a separate written mutual agreement with you that provides otherwise.

8. LIABILITY AND INDEMNIFICATION

8.1. By registering to become a Member of the Platform and accessing the Services you represent that you have an adequate understanding of the risks, in particular risks set forth in Item 9 herein, usages and intricacies of watch trading and other industry customs. The Member acknowledges and agrees that, to the fullest extent permitted by any applicable law, the disclaimers of liability contained herein apply to any and all damages or injury whatsoever caused by or related to risks of, use of, or inability to use, or the  Platform under any cause of action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort including negligence.

8.2. Chronograbs does not provide any legal, regulatory or tax advice including on the merits of purchasing or selling any particular item, the value of or prices at which it should be bought or sold, for fiat currency or other consideration, or the tax consequences thereof.

8.3. It is your responsibility to seek independent advice regarding the Platform and the Services (including your applicable tax obligations) and the acquisition or sale of the watches, keeping in mind that all sales are final. You are required to personally assess any and all risks associated with participating in the Platform and you are recommended to seek professional advice to determine such risks. Furthermore, the acceptance of a person or entity as a Member and the provision of specific names or details of other Members by Chronograbs should not be considered as a recommendation of, an opinion on or any guarantee by Chronograbs with regard to their credibility.

8.4. In no event shall we or our officers, directors, employees, agents or suppliers be liable for lost profits, money, goodwill, reputation, any intangible loss or any damage (including incidental or consequential) arising out of or in connection with any of the following: (i) use of or inability to use our services, website or these T&Cs; (ii) delays or disruptions of our services or website; (iii) viruses or any malicious software obtained by accessing our services or website; (iv) the accuracy or reliability of the content of the website or services; (v) suspension of your account; (vi) you being dissatisfied with our website or services; (vii) your need to modify your practice or content of information. Nevertheless, this limitation of liability does not apply if Chronograbs intentionally breaches any of its obligations set out in these T&Cs.

8.5. Although acting in good faith and considering it to be true and correct, we take no responsibility for the accuracy, reliability or correctness of information published on the Platform or provided as part of the  Services or in any materials provided or made available to you.

8.6.  Services and all information on the Platform is provided “as is” and “as available” and without representation of warranty. We do not have control over information provided or published by third parties and we cannot ensure that our analytics, statements, services, or products are correct.

8.7. Chronograbs is not responsible for the content of any referenced or linked off-site page and is not liable for that content. The risk of injury rests entirely with the Member. Links from the Chronograbs site to other sites do not constitute an endorsement from Chronograbs. These links are provided as an information service only. It is the responsibility of the Member to evaluate the content and usefulness of information obtained from other sites. You should direct any concerns regarding any external link to its site administrator or webmaster. If you choose to follow one of these links, the policies of that outside site take effect until you return to this site.

8.8. If you have a dispute with other Members, you release Chronograbs from claims, demands, and damages of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

8.9 You acknowledge that you have received sufficient information as disclosed by Chronograbs in these T&Cs and from such other sources to understand the Platform and the  Services and all aspects of and the risks related thereto.

8.10 You agree to indemnify each of us and our respective officers, directors and employees and to hold each such person harmless from all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third-party claims (including claims from other Members), charges, and investigations, caused by (1) your failure to comply with these T&Cs, including, without limitation, your submission of content that violates third-party rights or applicable laws, (2) any content you submit to us, and (3) any activity in which you engage in on or through the  Platform.

9. RISKS

9.1 Members recognize that the Platform and the Services will be under ongoing development and may undergo significant changes from time to time. The Member acknowledges that any expectations regarding the form and functionality of the Platform and the Services may not be met for any number of reasons including a change in the design and implementation plans and execution of the implementation of the Platform and the Services.

9.4 You acknowledge that watch trading involves inherent risks, in particular, fluctuations in market conditions may impact the demand, pricing, and availability of items listed on the Platform, potentially affecting the success of transactions.

9.5 While we aim to carefully vet our community and maintain a safe and transparent marketplace environment, you understand there is a risk that items listed for sale may be misrepresented, counterfeit, or of lower quality than advertised, leading to disputes between buyers and sellers regarding the authenticity and condition of the good.

9.6 There is a risk that the Platform may unintentionally contain flaws or bugs in its source code that affect the use thereof or cause the loss thereof.

9.7 Hackers or other groups or organizations may attempt to interfere with the Platform in a variety of ways, including but not limited to denial-of-service attacks, Sybil attacks, spoofing, smurfing, malicious attacks or consensus-based attacks. Although Chronograbs and third-party service providers, shall strive to ensure the safety of the Services, Member understands that it can be in no way guaranteed.

10. PRIVACY

10.1. We process information about you in accordance with our Privacy Policy which is available on our website and incorporated by reference into these T&Cs.

10.2 You hereby acknowledge that you have carefully read our Privacy Policy as it governs our treatment of any information, including personally identifiable information you submit to us or which we have collected from publicly-available sources. Please note that certain information, statements, data, and content (such as photographs) which you may submit to Chronograbs are likely to reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part and that Chronograbs (or any of its relevant service providers) may process such information, within the provisions of the Privacy Policy.

11. CONFIDENTIALITY

11.1 The Member agrees that it:

a.       will hold and treat in confidence all information provided to it by us or any Member of the Platform including, without limitation, any opinions, financial or other information, and all documentation concerning (i) Chronograbs, its operations or processes, or Content (the "Confidential Information");

b.      will not disclose, in whole or in part, in any manner whatsoever, any Confidential Information to any person or individual who is not a director, officer, employee, representative, subsidiary, auditor, agent, investor, consultant or advisor (including legal counsel) of the Member or its affiliates (collectively, the "Member Representatives"); and

c.       will disclose Confidential Information only to Member Representatives on a “need to know” basis meaning such persons who are required or reasonably requested in the course of their duties to receive and consider same for the purposes of internal legal, compliance or other legitimate reasons, and only if such Member Representatives are, prior to such disclosure, advised of the confidentiality obligations imposed by these T&Cs; unless, in any case, the Member has the prior written consent of Chronograbs or the Member is required to disclose any Confidential Information to any competent judicial, governmental, supervisory or regulatory authority or by law, in which case, Member shall give prior notice to Chronograbs unless precluded from doing so by law. Notwithstanding the foregoing, "Confidential Information" will not include:

              i.           information which the Member can prove is lawfully already in its possession prior to its receipt from Chronograbs;

            ii.           information which the Member can prove is lawfully obtained by it from a third party who is not otherwise known by the Member to be prohibited from transmitting the information to the Member by any duty of confidentiality owed to Chronograbs; and

           iii.           information which is or becomes generally available to the public other than as a direct or indirect result of a breach of these T&Cs by the Member or any of the Member Representatives.

           iv.           The information available to share outside of the Platform including Watch Listings.

Chronograbs agrees, subject to Item 6 hereunder, that it:

a.              subject to b. below and any other provisions herein to the contrary, will hold and treat in confidence all written information provided to it by, or acquired by it from, Members that is marked "Confidential" or that Chronograbs knows to be confidential including, without limitation, any financial information in respect of the structure, business or operations of the Member (the "Member Confidential Information");

b.               will disclose Member Confidential Information to the other Members as necessary for the purposes of assessment and on-boarding process, only with the specific written consent of the relevant Member and only on a “need to know” basis;

c.               will not disclose, in whole or in part, in any manner whatsoever, any Member Confidential Information to any person or individual who is not a director, officer, employee, representative, subsidiary, auditor, agent, consultant or advisor (including legal counsel) of Chronograbs or its affiliates (collectively, “Chronograbs Representative”);

d.              will disclose Member Confidential Information only to those Chronograbs Representatives on a “need to know” basis meaning such persons who are required or reasonably requested in the course of their duties to receive and consider same for the purposes of the Membership for internal legal, compliance or other legitimate reasons, and only if such Chronograbs Representatives are, prior to such disclosure, advised of the confidentiality obligations imposed by these T&Cs; unless, in any case, Chronograbs has the prior consent of the Member or Chronograbs is required to disclose any Member Confidential Information to any competent judicial, governmental, supervisory or regulatory authority.

e.              Notwithstanding the foregoing, "Member Confidential Information" will not include:

(i)      information which was lawfully already in Chronograbs' possession prior to its receipt from the Member;

(ii)     information which is lawfully obtained by it from a third party who is not otherwise known by Chronograbs to be prohibited from transmitting the information to Chronograbs by any duty of confidentiality owed to the Member;

(iii)   Information Chronograbs is authorized to share pursuant to these T&Cs;

(iv)   information which is independently developed by Chronograbs; and

(v)    information which is or becomes generally available to the public other than as a result of a breach of these T&Cs by Chronograbs or any of the Chronograbs Representatives;

12. TERMINATION

12.1. Subject to Item 12.3, these T&Cs shall remain in force at all times unless and until the Member ceases to be a Member in accordance with these T&Cs.

12.2. We may terminate or suspend your Membership if (i) Item 12.3 applies and the relevant restriction or suspension remains in place for 90 days or longer; or (ii) we reasonably believe there are legal, regulatory, bona fide commercial or other reasons to do so at any time, with or without notice. Cancellation or suspension shall be effective immediately or as may be specified in the notice, if any. Termination or suspension of your Membership may include disabling your access to the Platform and the Services and we may also bar you from any future use of the Platform.

12.3. Chronograbs may, at any time, restrict or suspend your Membership and/or access to the Platform and the Services in case of breach of these T&Cs, you fail to pay the applicable fees on the due date, or abuse or misuse of the Platform or the Services. Misuse or abuse includes (without limitation): providing false or misleading information, using the Platform or the Services or any information obtained from or through the Platform commercially without our authorisation, or infringing any intellectual property rights.

12.4 In an event of Termination under either Item 12.2 or Item 12.3 hereunder, Chronograbs shall have no obligation to refund to the Member any fees paid for the remaining period. Chronograbs operates on a strict no-refund policy for all Subscriptions. Once a payment is made, it is non-refundable, regardless of the circumstances.

12.5. Termination of all or any part a Member’s rights pursuant to these T&Cs, will not affect such party’s respective accrued rights and obligations. Provisions that by their nature should survive shall survive termination of Membership, including without limitation, Confidentiality, Intellectual Property, and Limitation of Liability and Indemnification.

12.6. You have the right to cancel your subscription to Services at any time. Upon cancellation, you will continue to have access to the subscribed Services for the remainder of the current subscription period, but you will not be charged for any subsequent periods.

12.7. To cancel your subscription, please follow the cancellation instructions provided on the Chronograbs platform. You may also contact our customer support team for assistance with the cancellation process at info@chronograbs.com.

12.8.  Upon cancellation of your subscription, your access to the Services will continue until the end of the current subscription period. After the end of the current period, you will no longer have access to the Premium Services unless you purchase a new subscription.

13. NOTICES

13.1. You agree that Chronograbs may send you electronic messages about your account and the services. Any such communication will be considered to be received by you within 24 hours after the time we post it to our website or email it to you. Any messages sent to you by postal mail will be considered to be received by you 7 business days after we send it.

13.2. You may contact us by email info@chronograbs.com, for general questions. All legal notices (including legal disputes) must be sent by postal mail to: Chronograbs LLC, at 516 S. Dixie Hwy #173, West Palm Beach, FL 33401 .

14. ENTIRE AGREEMENT AND RIGHTS OF THIRD PARTIES

14.1. These T&Cs constitute the whole agreement, between the parties and supersedes all previous agreements between the parties relating to its subject matter. The Member acknowledges that in becoming a Member and agreeing to be bound by these T&Cs that it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these T&Cs. Nothing in this Item 17.1 shall limit or exclude any liability for fraud or for fraudulent misrepresentation.

15. ASSIGNMENT AND DELEGATION

15.1. You may not assign or delegate any rights or obligations under these T&Cs. Any purported assignment and delegation shall be ineffective.

15.2. Chronograbs may not assign any rights or obligations under these T&Cs except to an affiliate that assumes our rights and obligations under these T&Cs. Such notice will be given through our website or email or by any other type of notice.

16. APPLICABLE LAW

16.1. These T&Cs are subject to the laws of the State of Florida and to the exclusive jurisdiction of the Florida courts.

16.2. If any provision of these T&Cs is held to be invalid, void or for any reason unenforceable, such provisions shall be struck out and shall not affect the validity and enforceability of the remaining provisions.