CoinFlip Preferred Terms of Service
Effective 28 March, 2024
These CoinFlip Preferred Terms of Service (“Terms of Service” or “Terms”) are an agreement Layer 8 Networks Pty Ltd ACN 626 832 559 and its affiliates (collectively “Company” “us,” “we,” “our”) and the users (“you,” “your,” “Customer”) of our cryptocurrency buy/sell service through our over the counter desk and any related services we may provide (the “CoinFlip Preferred Services”). These Terms of Service govern your use of the CoinFlip Preferred Services. The CoinFlip Preferred Services are offered to you conditioned on your acceptance, without modification, of the terms, conditions, and notices herein. These Terms of Service must be accepted by all users of the CoinFlip Preferred Services, and are provided to you for your access on this website. Use of this website is also governed by our general Terms of Service. . If you do not agree to these CoinFlip Preferred Terms of Service or the general Terms of Service, you should not use the CoinFlip Preferred Services or this website. Your continued use of this site or CoinFlip Preferred Services means that you agree to be bound by both these Terms and our general Terms of Service. Our CoinFlip Preferred Services are also governed by our Privacy Policy and you acknowledge that personal information will be treated in accordance with our Privacy Policy. All such terms and the Privacy Policy are hereby incorporated by reference into these CoinFlip Preferred Terms of Service. By accepting these CoinFlip Preferred Terms of Service, you acknowledge that you fully own and control the cryptocurrency wallet and funds you plan to use in relation to the CoinFlip Preferred Services and that the wallet is not hosted by us.
Please read these Terms of Service carefully, as they contain important information regarding your legal rights, remedies and obligations.
ARTICLE I
SALE AND PURCHASE OF THE PURCHASED CRYPTOCURRENCY
Section I.1
Purchase Orders and Confirmation Text Message.
Section I.1
Purchase Orders and Confirmation Text Message.
a. To help the government fight the funding of terrorism and money laundering activities, Australian law, including the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 and associated Rules (the "AML/CTF obligations"), requires us to obtain, verify, and record information that identifies each individual who uses or seeks to use the CoinFlip Preferred Services. What this means for you: when you seek to become a customer of ours or initiate a cryptocurrency transaction, we may ask for your name, address, date of birth, information about the source of funds and other information that will allow us to identify you (which may include information about your legal representative or anyone acting on your behalf or any beneficial owners) before you become a customer. We may also ask you to provide this information again or for additional information at any time. We may also ask to see your driver’s licence or other identifying documents. This required identifying information may change at any time for any reason. We are not liable for any loss incurred by you as a result of any action by us which either delays a transaction from occurring or results in a transaction being declined, when these actions are necessary for us to comply with our AML/CTF obligations. We reserve the right to reject any person as a Customer of the CoinFlip Preferred Services at our discretion.
c. In the event of a purchase, after you complete the funds transfer to us, we will send a text message (“Transaction Text Message”) to you seeking confirmation of the transaction between us and you. The Transaction Text Message will be sent to the number provided to us by you when you registered. The Transaction Text Message will include, among other information: (1) the Market Price of the cryptocurrency you seek to buy and (2) the Transaction Fee to be charged to you by us.
d. In the event of a sale, after you complete the transfer of cryptocurrency to us, we will review the potential transaction to determine if we are able to complete the sale. After confirmation, we will send a Transaction Text Message to you seeking confirmation of the transaction between us and you. The Transaction Text Message will be sent to the number provided to us by you and when you registered for CoinFlip Preferred. The Transaction Text Message will include, among other information: (1) the Market Price of the cryptocurrency you seek to sell and (2) the Transaction Fee to be charged to you by us. We may choose to deny any attempted sale for any reason. By agreeing to these Terms of Service, you agree that we are not liable for denying any attempted sale of cryptocurrency.
e. If you want to confirm the transaction, you must respond to the Transaction Text Message with: (1) “confirmed” and (2) provide (a) in the case of a purchase of cryptocurrency by you, the cryptocurrency wallet address that we are directed by you to send the cryptocurrency to or (b) in the case of a sale of cryptocurrency by you, the account number we are directed by you to send the fiat currency (Australian dollars or as otherwise applicable) to.
f. By confirming the transaction detailed in the Transaction Text Message, you agree: (1) to the terms and fees outlined in the Transaction Text Message and (2) the timing outlined in Section I.3 below.
g. You agree that we can charge the Market Price as calculated at the actual time of the transaction and not the time that you confirm the Transaction Text Message. Although we use commercially reasonable methods to provide the Market Price to you, such information may differ from prevailing exchange rates made available by third parties. We hereby disclaim all responsibility for any loss or damage arising from or relating to price fluctuations, latencies or differences in actual versus indicated prevailing rates.
h. In the event of a sale, we will use reasonable endeavours to process the sale of the cryptocurrency within 30 minutes. We are unable to reverse the sale of any cryptocurrency after it is completed. Although the sale of cryptocurrency will typically occur within 30 minutes of confirmation, it may take up to one business day to receive your funds. If the sale of cryptocurrency is initiated on a non-business day, the sale may not occur until the next business day. By confirming the transaction, you agree that we are not liable for the sale of any cryptocurrency sent to us or any delays in funds sent to your bank account.
Section I.2
Purchase and Sale.
Section I.2
Purchase and Sale.
i. If you confirm the transaction with us by responding to the Transaction Text Message as described in Section I.1(d), we will: (1) in the case of a purchase of cryptocurrency by you from us, execute and later transfer your Purchased Cryptocurrency to the wallet address provided to us by you in response to the Transaction Text Message or (2) in the case of a sale of cryptocurrency by you to us, execute and later transfer the Company Purchase Price to the account provided to us by you in response to the Transaction Text Message.
j. You are responsible for providing an accurate wallet address and/or account information in the Purchase Order and in response to the Transaction Text Message. We will confirm that the wallet address and/or account information provided by you in the Purchase Order and in response to the Transaction Text Message are the same. If they do not match, the transaction will not be completed. We disclaim any liability for damages caused by you providing the wrong wallet address and/or account information. You are advised to ensure that the wallet address and/or account information provided to us in the Purchase Order and response to the Transaction Text Message are accurate and matching.
k. In the event a Purchase Order is not confirmed by you by responding to a Transaction Text Message within 48 hours, we shall have the right to terminate such Purchase Order in our sole discretion. In the event of any such cancellation, you will be responsible for all associated transaction fees involved in the return of funds, including but not limited to, wire transfer fees and mining fees associated with the respective Cryptocurrency Network. You specifically authorise us to withhold from the fiat currency or cryptocurrency you sent to us such fees when such fiat currency or cryptocurrency is returned to you.
l. If a Purchase Order is cancelled as the result of any action by you, you will be responsible for all associated transaction fees involved in the return of the funds, including but not limited to bank transaction fees and mining fees associated with the respective Cryptocurrency Network. An action by you includes any information obtained by us which results in your Purchase Order being rejected by our compliance department. You specifically authorise us to withhold from the fiat currency or cryptocurrency you sent to us such fees when such fiat currency or cryptocurrency is returned to you.
m. The Parties acknowledge that all transactions involving any Purchased Cryptocurrency by you or Company Purchased Cryptocurrency are final and cannot be reversed.
n. On rare occasions, we may transfer the wrong amount of cryptocurrency (in the case of a purchase of cryptocurrency by you) or fiat currency (in the case of a sale of cryptocurrency by you). In such instances, we or you agree to notify the other party in a reasonable amount of time after discovering the error so that it can be corrected. You agree that if we transfer too large an amount of cryptocurrency or fiat currency (Australian dollars or as otherwise applicable) to you, you will repay us the excess cryptocurrency or fiat currency. If we do not transfer enough cryptocurrency or fiat currency (Australian dollars or as otherwise applicable), we will transfer such amounts as necessary to correct the transaction.
Section I.3
Timing of Transactions.
Section I.3
Timing of Transactions.
o. If you confirm a transaction with us by responding to the Transaction Text Message as described in Section I.1(d), we will complete the transaction within 24 hours if the confirmation is received by us during Business Hours or within 24 hours of the start of the next Business Day if the confirmation is received outside of Business Hours. It may take additional time for the funds to be received into your account. This is out of our control.
p. If you require a transaction with us to be expedited, you should get in contact with us via email or phone to make such arrangements. Expedited processing may require an additional fee because of network fees.
Section I.4
Terms.
Section I.4
Terms.
We reserve the right to amend or modify these Terms from time to time in our sole discretion. The amended Terms ("Updated Terms") will be effective immediately after posting on our website for any transactions which occur after that time. We will also send a copy of the amended terms to you to your nominated email address (“Updated Terms”). The Updated Terms will apply prospectively. For any transactions which took place prior to the amended Terms being posted on our website, the prior Terms will apply, except where it is reasonably necessary for the amended Terms to take effect in order to comply with applicable law. Your continued use of CoinFlip Preferred Services after the posting of Updated Terms constitutes acceptance of the new Terms. If you do not agree to the Updated Terms, you must discontinue your use of the CoinFlip Preferred Services and terminate your account immediately, by no later than 14 days after posting of the Updated Terms. Except as required to comply with applicable law, we will process termination of your account in accordance with the prior Terms.
Any provision of these Terms which is invalid in any jurisdiction must, in relation to that jurisdiction, be read down to the minimum extent necessary to achieve its validity, if applicable (or, if that is not possible, severed from these Terms), without invalidating or affecting the remaining provisions of these Terms or the validity of that provision in any other jurisdiction.
Section I.5
Taxes.
Section I.5
Taxes.
The Company Purchase Price or your Purchase Price for the Company Purchased Cryptocurrency or your Purchased Cryptocurrency, as applicable, is exclusive of any applicable taxes. To the extent any taxes are applicable on the sale of the Company Purchased Cryptocurrency or your Purchased Cryptocurrency, you shall be obligated to pay all applicable taxes. To the extent that we do not collect any applicable taxes but it is later determined that we were required to collect taxes, you shall pay such applicable taxes to us promptly upon notice of the applicable taxes. We are not liable for any taxes that you are legally obligated to pay, in any jurisdiction, which are incurred or arise in connection with or related to your activities (under these Terms or otherwise), and all such taxes will be your financial responsibility.
Section I.6
Authorised Customers.
Section I.6
Authorised Customers.
If you are not a natural person, no person other than the signatory to these Terms shall have the ability to place orders with us on behalf of you; provided, however, that you may designate authorised individuals to transact with us on its behalf (each an “Authorised Customer”) by sending an email to [email protected], stating your intent to authorise such individual(s) to transact on its behalf. Such designation shall only be valid if sent by you from the email address designated for receipt of notices in Section V.8 below.
Section I.7
Forks.
Section I.7
Forks.
Unless specifically contemplated by a Purchase Order these Terms shall not be construed to include in the Company Purchased Cryptocurrency or your Purchased Cryptocurrency any additional cryptocurrencies resulting from a Fork of any cryptocurrency.
Section I.8
Privacy Policy.
Section I.8
Privacy Policy.
By agreeing to these Terms, you agree to be bound by our Privacy Policy which can be found at https://www.coinflip.tech/en-AU/privacy-policy. You agree that our Privacy Policy may be modified from time to time by us.
Section I.9
Force Majeure.
Section I.9
Force Majeure.
We shall not be liable for delays, failure in performance or interruption of the CoinFlip Preferred Services which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, delay of services due to third party services, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, labour shortages, pandemic, government regulations, or other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
Section I.10
Your Account.
Section I.10
Your Account.
This is an individual account. You may not jointly own or share your account with any other person for any reason. You may not allow any other person to conduct a transaction using your account or identity for any reason, or use any other person’s account or identity to conduct a transaction, even if they permit you to do so. You may not assign or transfer your account or any interest in your account to any other person. You are responsible for maintaining the security of your account and any device, such as your mobile phone, that you may use to create or access your account or the CoinFlip Preferred Services. You are responsible for all transactions and activity conducted on your account, regardless of whether you authorised it. We have no responsibility for the loss, theft, or unauthorised use of your account or any device you use to access your account or the CoinFlip Preferred Services. A Customer assumes ALL responsibility in the safekeeping of his or her cryptocurrency and any cryptocurrency wallet(s). The Company is not in any way responsible for the safekeeping of a Customer’s cryptocurrency following purchase (nor of a Customer’s fiat currency if selling cryptocurrency). The Company is not a custodian of the Customer’s funds or cryptocurrency and has no ability to access customer funds on any cryptocurrency wallet. YOU MUST CONTACT US IMMEDIATELY BY TELEPHONE AT 1300 689 526 IF YOU BELIEVE SOMEONE ELSE IS USING YOUR ACCOUNT OR YOUR ACCOUNT SECURITY HAS BEEN COMPROMISED.
Section I.11
Fees.
Section I.11
Fees.
You agree that we may charge, and you will pay between 0.50% to 9.99% over the Market Price for purchases and be paid approximately 0.50% to 9.99% under the Market Price for sales of cryptocurrency (the “Transaction Fees”). The Transaction Fee and Network Fee are included in the exchange rate applicable to your transaction. Before you make a transaction, we will tell you the exchange rate applicable to your transaction. In other words, we will tell you: (1) the amount you must pay in fiat currency to purchase a certain amount of cryptocurrency from us or (2) the amount we will pay you in fiat currency to purchase a certain amount of cryptocurrency from you. By proceeding with the transaction, you agree to pay the exchange rate, including the Transaction Fee, and you agree to the other terms applicable to the transaction as set forth in these Terms of Service. If you do not agree, you may not proceed with the transaction and must immediately discontinue your use of the CoinFlip Preferred Services for that transaction. By completing your transaction, you acknowledge that you have been presented the exchange rate applicable to your transaction and have agreed to it, including the Transaction Fee.
Section I.12
ARTICLE II
DEFINITIONS
Section II.1
Section II.1
In addition to the capitalised terms defined elsewhere in these Terms, the following capitalised terms shall have the meanings specified in this Article II:
“Business Day” shall mean each day Monday through Friday on which banks are open for general banking business in Melbourne.
"DFAT" shall mean the Australian Department of Foreign Affairs and Trade.
“Foreign Bank” shall mean an organisation that (i) is organised under the laws of a foreign country, (ii) engages in the business of banking, (iii) is recognised as a bank by the bank supervisory or monetary authority of the country of its organisation or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, and (v) has the power to accept demand deposits, but does not include the Australian branches or agencies of a foreign bank.
“Foreign Shell Bank” shall mean a Foreign Bank without a Physical Presence in any country, but does not include a regulated affiliate.
“Fork” shall mean a change to the protocol of a cryptocurrency wherein a permanent divergence in the block chain results in two or more versions of a single cryptocurrency.
“Loss” shall mean any claim, cost, loss, damage, judgment, penalty, interest, and/or expense (including reasonable attorneys’ fees) arising out of any Claim.
“Market Price” shall mean the actual market price of the cryptocurrency being bought or sold at the time the transaction is executed by CoinFlip Preferred, as determined solely by us. We use CoinAPI indexing to determine the Market Price. We reserve the right to use a different source without notice to determine Market Price for any reason where we consider it reasonable to do so. By transacting with us, you waive any claims or liability against us based on the manner in which we determine the Market Price. Our Market Price also incorporates a Network Fee, as defined below. During times of high transaction volume, the Transaction Fee may be increased. By transacting with us, you waive any claims or liability against us based on the charged Transaction Fee.
“Network Fee” shall mean fee applied towards the required payment to use the applicable blockchain to send your selected cryptocurrency to your cryptocurrency wallet.
“Non-Cooperative Jurisdiction” shall mean any country or territory that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organisation, such as the Financial Action Task Force on Money Laundering (“FATF”), of which Australia is a member and with which designation the Australian representative to the group or organisation continues to concur. See http://www.fatf-gafi.org for FATF’s list of non-cooperative countries and territories.
“OFAC” shall mean the United States Office of Foreign Assets Control. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/offices/enforcement/ofac/.
“Person” shall mean any individual, corporation, partnership, association, limited liability company, trust, estate or other entity, either individually or collectively.
"Personal Information" shall mean any information that could be used to identify you, including your name, address, email address, birth date, financial information, mobile or land line phone number, or any combination of information that could be used to identify you.
“Physical Presence” shall mean a place of business that is maintained by a Foreign Bank and is located at a fixed address, other than solely a post office box or an electronic address, in a country in which the Foreign Bank is authorised to conduct banking activities, at which location the Foreign Bank (i) employs one or more individuals on a full-time basis, (ii) maintains operating records related to its banking activities, and (iii) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities.
“Purchase Order” shall mean the instructions provided by you to us in a purchase order or other written instruction from you to us, which a link to can be found in the email you received from us approving you as a customer.
“Settlement Date” shall mean the date of each Purchase Order.
“Transaction Fees” shall mean the sum of the Market Price and any additional fee applied by us to the transaction, including any Network Fee. The Transaction Fee is calculated as a percentage over the Market Price, as discussed fully in Article I above.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section III.1
We represent and warrant to you, as of the date hereof and on each Settlement Date:
q. Layer 8 Networks Pty Ltd is a limited liability company duly organised, validly existing and in good standing under the laws of Australia. We have all necessary limited liability company power and authority to enter into these Terms, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by us of these Terms, the performance by us of our obligations hereunder and the consummation by us of the transactions contemplated hereby have been duly authorised by all requisite company action on the part of Layer 8 Networks Pty Ltd.
r. These Terms have been duly executed and delivered by us and (assuming due authorisation, execution and delivery by you), these Terms constitute a valid and legally binding obligation of us, enforceable against us in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganisation, moratorium, and any other laws of general application affecting enforcement of creditors’ rights generally.
s. We do not guarantee the delivery of communications over the internet as such communications rely on third party service providers. The exchange of information electronically is vulnerable to interception by third parties and we do not guarantee the security of the CoinFlip Preferred Services. Whilst we strive to protect information transmitted via the CoinFlip Preferred Services, any such information is transmitted at your own risk.
t. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by Schedule 2 to the Competition and Consumer Act 2010 (ACL), or any other Applicable Law, that cannot be excluded, restricted or modified by agreement.
u. Neither the execution and delivery of these Terms, nor the consummation of the transactions contemplated hereby, does or will violate any statute, regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, regulator or court to which we are subject or conflict with, violate or constitute a default under any agreement, debt or other instrument to which we are a party.
v. Neither Layer 8 Networks Pty Ltd, nor any Person who controls us or any Person for whom we are acting as an agent or nominee, as applicable (1) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by DFAT or OFAC from time to time; (2) is a Foreign Shell Bank; or (3) resides in or whose subscription funds are transferred from or through an account in a Non-Cooperative Jurisdiction.
w. With respect to your Purchased Cryptocurrency that we sell, transfer and deliver to you under any Purchase Order, we are the lawful owner of your Purchased Cryptocurrency with good and marketable title thereto, and we have the absolute right to sell, assign, convey, transfer and deliver your Purchased Cryptocurrency. Your Purchased Cryptocurrency is free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights.
x. We are the lawful owner of each of its wallets, and has good title thereto.
Section III.2
You hereby represent and warrant to us, as of the date hereof and on each Settlement Date:
y. If you are an entity, you are duly organised, validly existing and in good standing under the laws of the jurisdiction in which it is organised; it has all necessary power and authority to agree to these Terms, to carry out its obligations hereunder and to consummate the transactions contemplated hereby; and by agreeing to these Terms, the performance by you of your obligations hereunder and the consummation by you of the transactions contemplated hereby have been duly authorised by all requisite company action on the part of you. If you are an individual, he or she has reached lawful age to enter into legally enforceable contracts in its applicable jurisdiction and has all necessary power and authority to agree to these Terms, to carry out its obligations hereunder and to consummate the transactions contemplated hereby.
z. These Terms have been duly executed and delivered by you and (assuming due authorisation, execution and delivery by us), these Terms constitute a valid and legally binding obligation of you, enforceable against you in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganisation, moratorium, and any other laws of general application affecting enforcement of creditors’ rights generally.
aa. Neither the execution and delivery of these Terms, nor the consummation of the transactions contemplated hereby, does or will violate any statute, regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, regulator, or court to which you are subject or conflict with, violate or constitute a default under any agreement, debt or other instrument to which you are a party.
bb. Neither you, nor any Person for whom you are acting as an agent or nominee, as applicable (1) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by DFAT or OFAC from time to time or the Consolidated List of all persons and entities listed under Australian sanctions laws; (2) is a Foreign Shell Bank; or (3) resides in or whose subscription funds are transferred from or through an account in a Non-Cooperative Jurisdiction.
cc. With respect to any Purchased Cryptocurrency that you sell, transfer and deliver to us under any Purchase Order, you are the lawful owner of such Purchased Cryptocurrency with good and marketable title thereto, and you have the absolute right to sell, assign, convey, transfer and deliver such Purchased Cryptocurrency. Such Purchased Cryptocurrency is free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights.
dd. You are the lawful owner of each wallet that you intend to interact with or provide to us, and you have good title thereto. Each such wallet is owned and operated solely for your benefit, and no Person, other than you, has any right, title or interest in any such wallet.
ee. You agree, understand and acknowledge that (1) we engage in the bilateral purchase and sale of cryptocurrencies, including any such transaction contemplated by these Terms, solely on a proprietary basis for investment purposes for its own account; (2) if we transact with you, it does so solely on a bilateral basis; and (3) we are not providing and will not provide any fiduciary, advisory, exchange or other similar services with respect to you, any person related to or affiliated with you, or any transaction subject to these Terms. We do not hold an Australian Financial Services Licence and does not provide any recommendation or opinion regarding the purchase of cryptocurrency. We do not provide any financial product advice or any financial services. All information provided on the CoinFlip Preferred Services is, unless otherwise indicated, factual information. Such information does not take into account your objectives, financial situation or needs and you should consider obtaining professional financial advice before making any investment decisions. You further agree, represent and warrant that (i) you are solely responsible for any decision to enter into a transaction subject to these Terms, including the evaluation of any and all risks related to any such transaction; and (ii) in entering into any such transaction, you have not relied on any statement or other representation by us other than as expressly set forth herein.
ff. You acknowledge that the prices of many cryptocurrencies have been highly volatile. Accordingly, the value of any of your Purchased Cryptocurrency may be subject to wide fluctuations. and could decline significantly after it is purchased or sold. We are not responsible or liable for loss of value of any of your Purchased Cryptocurrency after it is purchased by you.
gg. You have relied solely upon your own knowledge of, and/or the advice of your own legal, financial or other advisors with regard to, the legal, financial, tax and other considerations involved in purchasing your Purchased Cryptocurrency. You recognise that the purchase of your Purchased Cryptocurrency involves substantial risk. You have the ability to bear the economic risk of the purchase, including the ability to bear a complete loss of all of your investment in your Purchased Cryptocurrency. You are solely responsible for any decision to enter into a transaction subject to these Terms, including the evaluation of any and all risks related to any such transaction; and, in entering into any such transaction, you have not relied on any statement or other representation of us other than as expressly set forth herein.
hh. You agree that you will not use the CoinFlip Preferred Services to engage in any activities that violate any applicable local, state, federal or international law, or to perform any type of illegal or illicit activity of any sort, including, but not limited to, money laundering, narcotics trafficking, human trafficking, tax evasion, or terrorism financing, or do anything to negatively affect the performance of the CoinFlip Preferred Services or violate these CoinFlip Preferred Terms of Service. Suspicion of using the CoinFlip Preferred Services for an unauthorised or illegal activity, or in violation of these Terms of Service, is cause for the Company to suspend all access of a Customer to the CoinFlip Preferred Services; whether this suspicion is warranted is exclusively within the absolute discretion of the Company.
ii. You agree to respond to all inquiries from the Company regarding the Customer’s account or transactions; failure to diligently respond to the Company’s inquiries may result in a suspension of the account and future transactions.
ARTICLE IV
REMEDIES
Section IV.1
Indemnity.
Section IV.1
Indemnity.
Each party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other party and its affiliates (and each of their employees, shareholders, directors, and representatives) (each an “Indemnified Party”) from and against any Claim or Loss to the extent any Claim or Loss is based on (a) the breach of any representation, warranty or covenant of these Terms by the Indemnifying Party or caused by the Indemnifying Party’s employees, contractors, or agents or (b) noncompliance with or the violation of applicable law, fraud, or intentional misconduct of the Indemnifying Party or the Indemnifying Party’s employees, contractors or agents.
You agree to indemnify and hold the Indemnified Parties harmless from and against losses arising in connection with the CoinFlip Preferred Services, except for losses arising out of our own gross negligence or wilful misconduct. You further agree to hold the Indemnified Parties harmless from losses arising out of actions taken or omitted in good faith by any Indemnified Party in reliance upon instructions from you. The Indemnified Parties are not responsible for any actions or omissions by any third party. If you give us instructions that we believe may expose us to potential liability, we may refuse to follow your instructions and we will not be liable to you if we refuse to follow your instructions. If we do choose to follow your instructions, we may ask you for certain protections such as a surety bond or an indemnity agreement in a form that is satisfactory to us. This section will survive termination of your account and use of the CoinFlip Preferred Services.
The Company cannot be held liable for any malfunction, breakdown, delay or interruption to the Internet connection, or if for any reason the CoinFlip Preferred Services are unavailable at any time or for any period.
Section IV.2
Indemnification Procedure.
Section IV.2
Indemnification Procedure.
In connection with any Claim or Loss described in Section IV.1, the Indemnified Party shall: (a) give the Indemnifying Party prompt notice of Claim or Loss (however, any delay in notification will not relieve the Indemnifying Party of its obligations under Section IV.1 except and solely to the extent that the delay materially impairs Indemnifying Party’s ability to defend the Claim or Loss), (b) cooperate reasonably with Indemnifying Party (at Indemnifying Party’s expense) in connection with the defense and settlement of the Claim or Loss, and (c) permit the Indemnifying Party to control the defense and settlement of the Claim or Loss, except that the Indemnifying Party shall not enter into any settlement or compromise of any Claim or Loss without Indemnified Party’s prior written consent if such settlement or compromise arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgement of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of Indemnified Party or otherwise requires Indemnified Party to take or refrain from taking any material action (such as the payment of fees). The Indemnified Party (at its cost) may participate in the defense or settlement of the Claim or Loss with counsel of its own choosing.
Section IV.3
Mitigation.
Section IV.3
Mitigation.
Each Indemnified Party will be obligated in connection with any claim for indemnification under Section IV.1 to use commercially reasonable efforts to mitigate Losses upon and after becoming aware of any event which could reasonably be expected to give rise to such Losses.
Section IV.4
Exclusive Remedy.
Section IV.4
Exclusive Remedy.
Except for the Parties’ rights to specific performance and injunctive relief, a claim for breach of these Terms by one party against the other party, or as otherwise expressly provided herein, the remedies set forth in this Article IV constitute the sole remedies available for any claim resulting from these Terms.
Section IV.5
Limitation on Liability.
Section IV.5
Limitation on Liability.
TO THE EXTENT PERMITTED BY LAW (INCLUDING THE AUSTRALIAN CONSUMER LAW CONTAINED IN SCHEDULE 2 OF THE COMPETITION AND CONSUMER ACT 2010 (CTH) (ACL)), COMPANY EXCLUDES ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED (NOT INCLUDING ANY CONSUMER GUARANTEES UNDER THE ACL), INCLUDING ANY WARRANTIES OR REPRESENTATIONS CONCERNING AVAILABILITY OF THE COINFLIP PREFERRED SERVICES, QUALITY, COMPLETENESS, ACCURACY, SUITABILITY, ACCEPTABILITY OR FITNESS FOR PURPOSE IN RELATION TO THE SERVICES. SUBJECT TO THE CONSUMER GUARANTEES PROVIDED FOR IN CONSUMER PROTECTION LEGISLATION (INCLUDING THE ACL), WE DO NOT WARRANT THAT YOU WILL HAVE CONTINUOUS ACCESS TO THE COINFLIP PREFERRED SERVICES.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OF ITS EMPLOYEES, SHAREHOLDERS, DIRECTORS OR REPRESENTATIVES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOST GOODWILL OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING ANY LIABILITY ARISING OUT OF SECTION V.6 AND TO THE EXTENT PERMITTED BY LAW (INCLUDING THE ACL), THE TOTAL LIABILITY OF A PARTY, IF ANY, SHALL BE LIMITED TO RESUPPLYING THE RELEVANT COMPANY SERVICES OR THE REASONABLE COST OF RESUPPLYING THE RELEVANT COMPANY SERVICES, WHICHEVER WE SEE FIT TO PROVIDE.
The Company cannot be held liable for any malfunction, breakdown, delay or interruption to the Internet connection, or if for any reason the CoinFlip Preferred Services are unavailable at any time or for any period.
To the greatest extent permissible by law, you further acknowledge and agree that we are not responsible (whether in contract, tort or otherwise) for any loss or damage caused or suffered by you to the extent that the loss or damage results from:
(i) any defect in our computer systems, or any delay, fault, failure in or loss of access to the CoinFlip Preferred Services;
(ii) if an order is filled prior to the exchange receiving and processing a cancellation or amendment from us on your behalf, you will accept the transaction on the original terms;
(iii) telecommunications failure, delay, or interruption of or defective network or internet connections or services by a third party, including any defect in the account or the exchange's computer systems;
(iv) your incorrect operation of the CoinFlip Preferred Services;
(v) inaccuracy, error or omission in any material, data or information provided by you or any other third party through the CoinFlip Preferred Services;
(vi) actions of third parties in respect of the CoinFlip Preferred Services including the exchange or other service providers; or
(vii) any delay, interruption, omission, failure, error or fault in the execution of your instructions provided through the Service other than as a direct result of the fraud, wilful default or gross negligence of us.
You acknowledge that an account may be suspended for any reason and you may not be able to have access to the CoinFlip Preferred Services at any time for any reason. Except where we fail to meet a consumer guarantee under the ACL and notwithstanding any other provision of these Terms of Service, we will not be liable to you for:
i. any damage, loss or expense resulting from or caused by:
a. your investment decisions and any acquisitions and sales of cryptocurrencies you make, regardless of whether they were made in light of any content available on our CoinFlip Preferred Services;
b. fluctuations in the value of cryptocurrencies;
c. any act or omission of any third party;
d. any inaccurate or incorrect information from third parties;
e. any inaccurate or incorrect information in your content or otherwise provided by you;
f. any event or circumstance beyond our reasonable control including, without limitation, a Force Majeure Event;
g. any breach of these Terms, negligence, default, fraud or dishonesty by you; and
ii. any direct or indirect lost profit, loss of opportunity, incidental, consequential or special damages, howsoever the loss is caused and regardless of whether it was foreseeable or not.
Section IV.6
Limit on Actions.
Section IV.6
Limit on Actions.
The Parties agree that no action arising from or pertaining to these Terms may be brought more than one year after such action has accrued.
ARTICLE V
MISCELLANEOUS
Section V.1
Amendments; Waivers.
Section V.1
Amendments; Waivers.
We reserve the right to amend or modify these Terms from time to time in our sole discretion in accordance with Section I.4.
Section V.2
Assignment; Successors and Assigns.
Section V.2
Assignment; Successors and Assigns.
These Terms shall be binding on and inure to the benefit of the Parties and their respective successors, heirs, personal representatives, and permitted assigns. You may not assign or delegate its rights or obligations hereunder without the prior written consent of us, which may be withheld at our sole discretion.
Section V.3
Severability.
Section V.3
Severability.
If we fail to exercise or delay our exercise of any right we have under these Terms, that does not mean that we waive that right or any other right, and we may still enforce all of our rights in the future.
Section V.4
Descriptive Headings and Construction.
Section V.4
Descriptive Headings and Construction.
The descriptive headings of these Terms are inserted for convenience only and do not constitute a part of these Terms. Unless otherwise indicated, references to Articles and Sections herein are references to Articles and Sections of these Terms.
Section V.5
Disputes
The Company and Indemnified Parties are always interested in resolving disputes amicably and efficiently, and most Customer concerns can be resolved quickly and to your satisfaction by emailing Customer support at [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to the Company or Indemnified Party should be sent to Layer 8 Networks, Attn: Legal Department, Suite 3 / 476 Canterbury Rd, Forest Hill VIC 3131 (“Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought. You may not commence proceedings in relation to these Terms of Service or the CoinFlip Preferred Services or our Services more generally unless you have complied with the process in this clause (unless proceedings are initiated to seek interlocutory relief or to avoid the expiry of a limitation period for a cause of action).
Confidentiality.
Section V.6
Confidentiality.
Both Company and you hereby agree to not disclose, and to otherwise keep confidential, the transactions contemplated hereby, the existence or nature of any relationship between the Parties, the name of the other party or the fact that the Parties engaged in any transaction (“Confidential Information”), provided, however, that each party may disclose Confidential Information to its directors, officers, members, employees, agents, affiliates, related parties and professional advisers or to financial institutions providing services to a party, in connection with any applicable AML/CTF obligations or other legal, regulatory or compliance requirements. If either party is required by law, rule or regulation, or advised by legal counsel to disclose such information (the “Required Party”), the Required Party will, to the extent legally permissible, provide the other party (the “Subject Party”) with prompt written notice of such requirement so that such Subject Party may seek an appropriate protective order or waive compliance with this Section. The Subject Party shall promptly respond to such request in writing by either authorising the disclosure or advising of its election to seek such a protective order, or, if such Subject Party fails to respond promptly, such disclosure shall be deemed approved. The confidentiality obligations set forth in this Section V.6 shall survive the termination or expiration of these Terms.
You are solely responsible for maintaining and protecting the confidentiality and security of your account. We are not responsible or liable for unauthorised access to, or use of your account, except to the extent caused by our wilful default or gross negligence.
Section V.7
Entire Agreement.
Section V.7
Entire Agreement.
These Terms, the Privacy Policy and each Purchase Order executed on or after the date hereof contain the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, written or oral, among the Parties with respect thereto.
Section V.8
Notices, Consents, etc.
Section V.8
Notices, Consents, etc.
Any notices, consents or other communications required or permitted to be sent or given to our CoinFlip Preferred Services must in every case be in writing and shall be deemed properly served if (i) delivered personally, (ii) sent by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, (iii) delivered by a recognised overnight courier service; or (iv) sent via email, to the Parties, at the addresses as set forth below or at such other addresses as may be furnished in writing.
Layer 8 Networks Pty Ltd
Suite 3, 476 Canterbury Road
Forest Hill, Victoria 3131, Australia
Email: [email protected]
Date of service of such notice shall be (x) the date such notice is personally delivered or sent by email, (y) three (3) Business Days after the date of mailing if sent by certified or registered mail, or (z) one (1) Business Day after date of delivery to the overnight courier if sent by overnight courier.
Section V.9
No Third Party Beneficiary.
Section V.9
No Third Party Beneficiary.
The terms and provisions of these Terms are intended solely for the benefit of each party and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third- party beneficiary rights upon any other Person.
Section V.10
Publicity.
Section V.10
Publicity.
Neither party may issue any press release or other public statement with respect to these Terms unless the content, timing and method of distribution of the press release or public statement has been approved in writing by the other party, which approval may be withheld at the other party’s sole discretion.
Section V.11
Your account is provided electronically.
Section V.11
Your account is provided electronically.
We may send communications electronically, such as by email or text message, rather than through mail or other means, unless the law says otherwise.
Section V.12
Survival.
Section V.12
Survival.
The following terms of this Agreement shall survive the termination of this Agreement: Article IV and Sections V.5, V.6, V.9, V.10, V.11, V.12 and V.13.
Section V.13
Jurisdiction
Section V.13
These terms are governed by and must be construed in accordance with the laws of the State of Victoria, Australia. You submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters arising out of or relating to these Terms, their performance and subject matter.
Contact Us
1300 689 526
Suite 3 / 476 Canterbury Rd, Forest Hill VIC 3131