CoinFlip Preferred Terms of Service
TERMS OF SERVICE
Effective 1 January, 2024
These Terms of Service (“Terms”) including the Privacy Policy form the agreement between CoinFlip Canada Inc., DBA CoinFlip, a corporation incorporated in the Province of Ontario and our affiliates (“CoinFlip Order Desk”, “CoinFlip Canada”, “us,” “we,” “our”) and you as a user (“you,” “your,” “they,” “Customer”) (together, the “Parties” or individually a “Party”) of our cryptocurrency buy/sell service through our over the counter desk and any related services we may provide (the “Services”). These Terms govern your use of the Services. The Services are offered to you conditioned on your acceptance, without modification, of the terms, conditions, and notices herein. These Terms must be accepted by all visitors to this website. If you do not agree to these Terms, you should not use our website. Your continued use of this site means that you agree to be bound by these Terms. Our Services are also governed by our Privacy Policy. In addition, when using certain Services, you will be subject to any additional terms applicable to such Services. All such terms and the Privacy Policy are hereby incorporated by reference into these Terms. By accepting these Terms, you acknowledge that you fully own and control the cryptocurrency wallet and funds you plan to use at the CoinFlip Order Desk.
PLEASE READ THESE TERMS CAREFULLY AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.
ARTICLE I
PURCHASE AND SALE OF CRYPTOCURRENCY
Section I.1 Definitions. The capitalized terms in this Terms have the meaning given to them in Appendix I.
Section I.2 Purchase Orders and Confirmation Text Message.
To help fight the funding of terrorism and money laundering activities, we are required per Applicable Law to obtain, verify, and record information that identifies each individual who uses or seeks to use the Services. What this means for you: When you seek to become our client or initiate a cryptocurrency trade, we may ask for your name, address, date of birth, and other information that will allow us to identify you before you become a client and are authorized to submit a Purchase Order. We may also ask to see your driver’s license or other identifying documents. This required identifying information may change at any time for any reason. Please consult our Privacy Policy for information on how we handle your personal information.
To initiate a transaction with us, you must fill out and submit a Purchase Order. A link to the Purchase Order form can be found in the email you received from us approving you as a client. After we receive your Purchase Order, we will send you an email with instructions for: (1) providing a wire to us (for the purchase of cryptocurrency); or (2) transferring cryptocurrency to our cryptocurrency wallet (for the sale of cryptocurrency).
In the event of a purchase, after you complete the wire transfer to CoinFlip Order Desk, we will send a text message (“Transaction Text Message”) to you seeking confirmation of the transaction between you and CoinFlip Order Desk. 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 trade; and (2) the transaction fee to be charged to you by us.
In the event of a sale, after you complete the transfer of cryptocurrency to CoinFlip Order Desk, CoinFlip Order Desk will review the potential trade to determine if CoinFlip Order Desk is able to complete the sale. After confirmation, CoinFlip Order Desk will send a Transaction Text Message to you seeking confirmation of the transaction between CoinFlip Order Desk and you. The Transaction Text Message will be sent to the number provided to CoinFlip Order Desk by you when you registered. The Transaction Text Message will include, among other information: (1) the Market Price of the cryptocurrency you seek to trade and (2) the Transaction Fee to be charged to you by CoinFlip Order Desk. CoinFlip Order Desk may choose to deny any attempted sale for any reason, in its sole discretion. By agreeing to these terms of service, you agree that CoinFlip Order Desk is not liable for any Loss suffered by you arising from our denial of any attempted sale of cryptocurrency to you.
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 CoinFlip Order Desk is directed by you to send the cryptocurrency to or (b) in the case of a sale of cryptocurrency by you, the account number CoinFlip Order Desk is directed by you to send the fiat currency (CAD dollars) to.
By confirming the transaction detailed in the Transaction Text Message, you agree: (1) to the terms and our fees outlined in the Transaction Text Message and in this Agreement; and (2) the timing outlined in Section I.3 below.
You agree that CoinFlip Order Desk can charge the Market Price as calculated at the actual time of the trade and not the time that you confirm the Transaction Text Message. Although CoinFlip Order Desk uses commercially reasonable methods to provide the Market Price to you, such information may differ from prevailing exchange rates made available by third parties. CoinFlip Order Desk hereby disclaims all responsibility for any loss or damage arising from or relating to price fluctuations, latencies or differences in actual versus indicated prevailing rates.
In the event of a sale, CoinFlip Order Desk will process the sale of the cryptocurrency within 30 minutes. CoinFlip is unable to reverse the sale of any cryptocurrency after it is completed. Although the sale of cryptocurrency occurs 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 CoinFlip Order Desk is not liable for the sale of any cryptocurrency sent to CoinFlip Order Desk or any delays in funds sent to your bank account.
There are risks (“Risks”) associated with the buying and selling of cryptocurrency. Your continued use of our Services indicates your acceptance of the Risks:
(a) CRYPTOCURRENCY TRANSACTIONS ARE NOT REVERSIBLE.
(b) YOU MAY HAVE NO FORM OF REDRESS IF YOUR TRANSACTION IS NOT PROCESSED IN THE MANNER OR AT THE PRICE YOU EXPECT.
(c) IF YOU TRANSFER CRYPTOCURRENCY FROM YOUR WALLET TO ANOTHER DESTINATION USING THE WRONG NETWORK/BLOCKCHAIN OR YOU OTHERWISE LOSE THE ABILITY TO ACCESS YOUR WALLET OR SEED PHRASE, YOU WILL LOSE THE ENTIRE VALUE OF YOUR CRYPTOCURRENCY AND IT WILL BE UNRECOVERABLE.
(d) Buying and selling cryptocurrency is inherently risky, and the price of cryptocurrencies is subject to significant volatility and can vary across exchanges.
(e) A blockchain’s governance can vary and is beyond our control, which could, among other things, lead to delays in processing of transactions, conflicts of interest, or operational decisions that are unfavorable.
(f) The price of cryptocurrencies could immediately change or be available at a cheaper rate at another centralized or decentralized cryptocurrency trading platform, between the time you place your order and when it is confirmed, or following your purchase of cryptocurrency from the CoinFlip Order Desk.
(g) You could lose all of your original investment in cryptocurrencies if price declines or other market volatility events occur.
(h) When you exchange your cryptocurrency for fiat currency, such as the Canadian dollar, it may be worth less than when you bought it.
(i) Cryptocurrencies can be difficult to buy and use and you may not be able to exchange them easily for cash or to purchase goods and services.
(j) Transactions using cryptocurrencies could give rise to taxable events in your jurisdiction.
(k) Unlike fiat, merchants are not required by law to accept cryptocurrencies as payment.
Section I.3 Purchase and Sale.
If you confirm the transaction with us by responding to the Transaction Text Message as described in Section I.2(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 our Purchase Price to the account provided to us by you in response to the Transaction Text Message.
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 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. Notwithstanding the foregoing, CoinFlip Order Desk is not liable for any Loss caused by you providing the wrong wallet address and/or account information. You are responsible for ensuring that the wallet address and/or account information provided to the CoinFlip Order Desk in the Purchase Order and in response to the Transaction Text Message are accurate and matching.
In the event a Purchase Order is not confirmed by you by responding to a Transaction Text Message within 48 hours, we will 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 authorize 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.
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, wire transfer fees and mining fees associated with the respective Cryptocurrency Network. An action by you includes any information obtained by CoinFlip Order Desk which results in your Purchase Order being rejected by our compliance department. You specifically authorize CoinFlip Order Desk to withhold from the fiat currency or cryptocurrency you sent to CoinFlip Order Desk such fees when such fiat currency or cryptocurrency is returned to you.
The Parties acknowledge that all transactions involving cryptocurrency are final and cannot be reversed.
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 agree or you agree to notify the other 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, you will repay us the excess cryptocurrency or fiat currency. If we do not transfer enough cryptocurrency or fiat currency (U.S. dollars), we will transfer such amounts as necessary to correct the transaction.
Section I.4 Timing of Trades.
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.
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.5 Terms. We reserve the right to amend or modify these Terms from time to time in our sole discretion. The amended Terms will be effective immediately after posting on CoinFlip Order Desk’s website and/or sending a copy to you (“Updated Terms”). The Updated Terms will apply retroactively. Your continued use of the 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 Services and terminate your account immediately.
Section I.6 Taxes. The CoinFlip Order Desk Purchase Price or your Purchase Price for the CoinFlip Order Desk 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 CoinFlip Order Desk Purchased Cryptocurrency or your Purchased Cryptocurrency, you shall be obligated to pay all applicable taxes. To the extent that CoinFlip Order Desk does not collect any applicable taxes but it is later determined that CoinFlip Order Desk was required to collect taxes, you shall pay such applicable taxes to CoinFlip Order Desk promptly upon notice of the applicable taxes. CoinFlip Order Desk is 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 use of the Services or any other activity (under these Terms or otherwise), and all such taxes will be your financial responsibility.
Section I.7 Authorized Traders. If you are not a natural person, no person other than the signatory to these Terms shall have the ability to place orders with CoinFlip Order Desk on behalf of you; provided, however, that you may designate authorized individuals to trade with CoinFlip Order Desk on its behalf (each an “Authorized Trader”) by sending an email to [email protected], stating your intent to authorize such individual(s) to trade on its behalf. Such designation shall only be valid if sent by you from the email address designated for receipt of notices in Section IV.9 below.
Section I.8 Forks. Unless specifically contemplated by a Purchase Order these Terms shall not be construed to include in our Purchased Cryptocurrency or your Purchased Cryptocurrency any additional cryptocurrencies resulting from a Fork of any cryptocurrency.
Section I.9 Privacy Policy. By agreeing to these Terms, you agree to be bound by CoinFlip Order Desk’s Privacy Policy which can be found at https://coinflip.tech/en-CA/terms/privacy-policy.You agree that CoinFlip Order Desk’s Privacy Policy and Financial Privacy Policy may be modified from time to time by CoinFlip Order Desk.
Section I.10 Force Majeure. CoinFlip shall not be liable for delays, failure in performance or interruption of service 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 labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, labor 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.11 Your Account. This is an individual account. You may not jointly own or share your account with any other Person(s) 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 Service. You are responsible for all transactions and activity conducted on your account, regardless of whether you authorized it. We have no responsibility for any Loss owing to the loss, theft, or unauthorized use of your account or any device you use to access your account or the Service. You assume ALL responsibility in the safekeeping of your cryptocurrency and any cryptocurrency wallet(s). YOU MUST CONTACT US IMMEDIATELY BY TELEPHONE AT 877-757-2646 IF YOU BELIEVE SOMEONE ELSE IS USING YOUR ACCOUNT OR YOUR ACCOUNT SECURITY HAS BEEN COMPROMISED.
Section I.12 Fees. You agree that CoinFlip Order Desk 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, CoinFlip Order Desk will tell you: (1) the amount you must pay in fiat currency to purchase a certain amount of cryptocurrency from CoinFlip Order Desk or (2) the amount CoinFlip Order Desk 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 Fees, 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 Order Desk service 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.13 CoinFlip Order Desk Affiliates. Periodically, your order may be required to be fulfilled by CoinFlip Order Desk’s affiliate, GPD Holdings LLC. By using CoinFlip Order Desk and making a Purchase Order, you waive any claims of liability against GPD Holdings LLC.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section II.1 CoinFlip Canada represents and warrants to you, as of the date hereof and on each Settlement Date:
CoinFlip Canada is a corporation duly organized, validly existing and in good standing under the laws of the province of Ontario. CoinFlip Canada has 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 CoinFlip Canada of these Terms, the performance by CoinFlip Canada of its obligations hereunder and the consummation by CoinFlip Canada of the transactions contemplated hereby have been duly authorized by all requisite company action on the part of CoinFlip Canada.
These Terms have been duly executed and delivered by CoinFlip Canada and (assuming due authorization, execution and delivery by you), these Terms constitute a valid and legally binding obligation of CoinFlip Canada, enforceable against CoinFlip Canada in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, and any other laws of general application affecting enforcement of creditors’ rights generally.
Section II.2 You hereby represent and warrant to us, as of the date hereof and on each Settlement Date:
If you are an entity, you are duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; you have 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 authorized by all requisite company action on the part of you. If you are an individual, you have reached lawful age to enter into legally enforceable contracts in your applicable jurisdiction and has all necessary power and authority to agree to these Terms, to carry out your obligations hereunder and to consummate the transactions contemplated hereby.
These Terms have been duly executed and delivered by you and (assuming due authorization, 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, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally.
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, 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.
Neither you, nor any Person for whom you are acting as an agent or nominee, as applicable (1) bears a name that appears on: (a) the List of Specially Designated Nationals and Blocked Persons maintained by OFAC from time to time; or (b) a list maintained by the Government of Canada under which Canadian sanctions are imposed, including the United Nations Act (UNA), the Special Economic Measures Act (SEMA) or the Justice for Victims of Corrupt Foreign Officials Act (JVCFOA) or other laws or regulations; (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.
e. With respect to any CoinFlip Order Desk Purchased Cryptocurrency that you sell, transfer and deliver to CoinFlip Order Desk under any Purchase Order, you are the lawful owner of such CoinFlip Order Desk Purchased Cryptocurrency with good and marketable title thereto, and you have the absolute right to sell, assign, convey, transfer and deliver such CoinFlip Order Desk Purchased Cryptocurrency. Such CoinFlip Order Desk Purchased Cryptocurrency is free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights.
You are the lawful owner of each wallet that you intend to transact with or provides to CoinFlip Order Desk, and 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.
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, we do 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. 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 statements or representations other than as expressly set forth herein.
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.
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 recognize 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.
ARTICLE III
REMEDIES AND DISCLAIMERS
Section III.1 Indemnity. You (the “Indemnifying Party”) shall defend, indemnify, and hold harmless CoinFlip Order Desk 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.
Section III.2 Indemnification Procedure. In connection with any Claim or Loss described in Article III.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 Article III.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 III.3 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 III constitute the sole remedies available for any claim resulting from these Terms.
Section III.4 Limitation on Liability. EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, FOR FRAUD, FRAUDULENT MISREPRESENTATION, WILFUL MISCONDUCT, OR PERSONAL INJURY OR DEATH ARISING FROM OUR NEGLIGENCE, NEITHER PARTY WILL 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.
Section III.5 Aggregate Liability Cap. EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, FOR FRAUD, FRAUDULENT MISREPRESENTATION, WILFUL MISCONDUCT, OR PERSONAL INJURY OR DEATH ARISING FROM OUR NEGLIGENCE, AND EXCLUDING ANY AMOUNTS AND FEES OWED BY YOU TO US FOR SERVICES PERFORMED AND LIABILITY ARISING OUT OF SECTION IV.6, THE TOTAL LIABILITY OF A PARTY, IF ANY, WILL BE LIMITED TO DIRECT DAMAGES, WHICH WILL NOT EXCEED THE AGGREGATE AMOUNT OF FEES RECEIVED BY US UNDER ANY PURCHASE ORDERS EXECUTED PURSUANT TO THESE TERMS IN THE SIX MONTHS PRIOR TO THE DATE OF THE CLAIM.
Section III.6 Disclaimers of Liability:
You waive any liability against us based on a delay or the timing of the completion of your transaction by us, not caused by us. You are liable to us for any charges or damages caused by any wirereversals by you.
We disclaim any liability for damages caused by you providing the wrong wallet address or account information. You are advised to ensure that the wallet address or account information provided to us in the Purchase Order and response to the Transaction Text Message are accurate and matching.
You agree that we are not liable to you or any third-party for any modification of the Terms or termination of your access to the Services, except to the extent described herein.
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.
OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH OUR WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES, THIRD PARTY SITES OR VIRTUAL CURRENCIES FOUND OR ATTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
ARTICLE IV
MISCELLANEOUS
Section IV.1 Amendments; Waivers. We reserve the right to amend or modify these Terms from time to time in our sole discretion. The amended Terms will be effective immediately after posting on CoinFlip Order Desk’s website and/or sending a copy to you (“Updated Terms”). The Updated Terms will apply prospectively. Your continued use of the 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 services and terminate your account immediately. You agree that it is your responsibility to review the Terms and any applicable amendments prior to any Purchase Agreement or transaction. You agree that CoinFlip Order Desk is not liable to you or any third-party for any modification of the Terms or termination of your access to the Services, except to the extent described herein.
Section IV.2 Assignment; Successors and Assigns. These Terms will 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 our prior written consent, which may be withheld in our sole discretion.
Section IV.3 Severability. Whenever possible, each provision of these Terms will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of these Terms.
Section IV.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 IV.5 Governing Law.
These Terms will be governed by, and construed and enforced in accordance with, the laws of the province of Ontario, and the federal laws of Canada applicable therein, without giving effect to the principles of conflicts of law thereof. THE PARTIES TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS LOCATED IN TORONTO, ONTARIO, AND EACH PARTY AGREES NOT TO INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION, DESPITE ITS CONFLICT OF LAWS PROVISIONS. Each Party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to these Terms in the courts referred to in this Section IV.5.
Section IV.6 Confidentiality. We 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, and professional advisers or to financial institutions providing services to a Party in connection with any applicable anti-money laundering 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 IV.6. The Subject Party will promptly respond to such request in writing by either authorizing the disclosure or advising of its election to seek such a protective order, or, if such Subject Party fails to respond promptly, such disclosure will be deemed approved. The confidentiality obligations set forth in this Section IV.6 will survive the termination or expiration of these Terms.
Section IV.7 Entire Agreement. These Terms, including the Privacy Policy, Sila’s ToS, 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 IV.8 Notices, Consents, etc. Any notices, consents or other communications required or permitted to be sent or given to us in every case be in writing and will be deemed properly served if (a) delivered personally, (b) sent by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, (c) delivered by a recognized 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.
CoinFlip Canada Inc.
6200-100 King Street West
1 First Canadian Place
Toronto, Ontario M5X 1B8
Date of service of such notice will 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 IV.10 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, except our affiliates.
Section IV.11 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 IV.12 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. You are required to agree to communicate with us by electronic means in order to open and use your account, pursuant to the ELECTRONIC RECORDS DISCLOSURE AND CONSENT AGREEMENT, which is incorporated herein by reference. If you revoke your consent to electronic communications, we may close or restrict your account and we may not permit you to use the Service.
Section IV.13 Suspension or Termination by CoinFlip Order Desk. We reserve the right at any time and from time to time, to suspend your purchase order, disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms. If we suspend your use of the Services or any purchase order your transaction, if in progress, may not be completed by us.
Section IV.14 Termination by You: If you want to cease to use our Services you may do so by ceasing to access and use our Services at any time. As we have no control over your wallets you may continue to access your wallets directly or through other services not hosted by us.
Section IV.15 Survival. The following terms of this Agreement will survive the termination of this Agreement: Section I.1, I.5, II.2, Article III, Article IV, and any other provision expressly or impliedly intended to survive termination or expiration of these Terms.
Section IV.16 Accessibility Compliance. If for some reason you are not able to use CoinFlip Order Desk’s services because of a disability or need any ADA accommodation, please call (877) 339-6432, text (312) 626-9181, or email [email protected] to communicate with our customer service for assistance. We have solutions to accommodate the purchase and sale of cryptocurrency for customers with a disability.
Section IV.17 Force Majeure. We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of governmental or regulatory authorities, fire, floods, accidents, strikes, failure of the internet, actions of your internet service provider, inability to place orders in your purchase orders due to disruptions or failures to exchanges, or shortages of transportation facilities, fuel, energy, labor or materials.
Section IV.18. Language. The parties acknowledge that they have required that these Terms and Conditions, as well as all documents, notices and legal proceedings executed, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Les parties reconnaissent avoir exigé la rédaction en anglais de la présente convention, ainsi que de tous documents, avis et procédures judiciaires exécutés, donnés ou intentés, directement ou indirectement, à la suite de ou relativement à la présente convention.
ELECTRONIC RECORDS DISCLOSURE AND CONSENT AGREEMENT
Please read this Electronic Records Disclosure and Consent Agreement (“E-Sign Agreement”) carefully and download or print a copy for your records. By accessing the Services, submitting an application to be a client, or transaction with us, you consent to the electronic delivery of communications and agree to be bound by the terms of this E-Sign Agreement.
Electronic Application and Related Disclosures. Federal and provincial laws and regulations may require us to give you certain important disclosures in writing relating to your use of the Services. Without your consent, we are not permitted to give you these disclosures electronically. These disclosures include, but are not limited to, transaction receipts, privacy notices, payment authorizations, and other disclosures regarding your legal rights and obligations relating to your use of the Service, which are required by law to be provided in writing (the “Disclosures”).
Requesting Paper Copy of Disclosures. At your request, we will provide a copy of your Disclosures and agreement in paper-based media. To request a paper copy of your Disclosures, contact us at 877-757-2646 or [email protected]. We will not charge you any fees for providing a paper copy.
Your Consent is Required. You must consent to receiving the Disclosures electronically in order to use the Services. If you do not want to receive the Disclosures electronically, you may not use the Services.
System Requirements: To receive Disclosures electronically, you must have the following:
A mobile phone capable of receiving SMS and MMS messages.
A personal computer, or other access device which is capable of accessing the Internet (e.g., you must have a cable Internet connection or some other means of access to the Internet, and you must have an active account with an Internet service provider), and which can receive HTML files;
A valid email address and, if you use a spam filter that blocks our re-routes emails from unknown senders, you must permit messages from the @coinflip.tech domain in your spam filter.
A current version of a program that accurately reads and displays PDF files (e.g., Adobe Acrobat Reader);
An Internet web browser which is capable of supporting 128-bit SSL encrypted communications;
128-bit SSL encryption software;
Storage space to download (to your hard disk, mobile device, or other device) or print the Disclosures; and
Access to a CoinFlip owned and operated ATM.
Your access to this page verifies that your system, browser and encryption software meet these requirements.
Updating Your Information. You must keep us informed of any change in your telephone number or your mailing address. You may contact us to tell us about these changes by e-mail at [email protected]. We will not assume liability for non-receipt of notification of availability of electronic Documents in the event your mobile number, email address or other contact information on file is invalid; your email or Internet service provider filters the notification as “spam” or “junk mail”; there is a malfunction in your computer, mobile device, browser, Internet service, mobile connectivity and/or software; or for other reasons beyond our control.
Withdrawing Consent. You are free to withdraw your consent to this E-Sign Agreement at any time. To do so, please submit a request to withdraw your consent by phone at 877-757-2646 or via email to [email protected]. Any withdrawal of your consent will be effective after a reasonable period of time for processing your request. The legal effectiveness, validity and enforceability of Disclosures that were previously provided or signed electronically will not be affected. If you withdraw your consent, we declare all amounts you owe us immediately due and payable, and we may close or limit access to the Services. You agree to pay any amount you owe us even if you withdraw your consent or we close or limit access to the Services.
Acceptance of E-Sign Agreement and Consent to Receive Electronic Disclosures. By accessing the Services, you confirm that:
You agree to be bound by the terms of this E-Sign Agreement;
The Internet access device(s) you will use to complete your on-line application and to receive the Disclosures meet(s) the system requirements described above;
You consent to receiving the Disclosures electronically to any email address or mobile telephone number you have provided or made available to us;
The Disclosures that we provide electronically have the same meaning and effect as if provided in paper form; and
Your electronic acceptance or signature on any agreement or document has the same effect as if you signed it in ink.
APPENDIX I
DEFINITIONS
“Applicable Law” means all provincial and federal laws which apply to our provision of the Services to you, including but not limited to anti-money laundering/counter-terrorist financing law, privacy law and consumer protection law.
“Business Day” means Monday through Friday and non-bank holidays.
“Business Hours” means 9 a.m. CST to 4:30 p.m. on a Business Day.
“Claim” means any claim, action, audit, investigation, inquiry or other proceeding brought or instituted against a Party or any of its affiliates (and/or one or more of their representative employees, shareholders, directors or representatives) by a person or entity other than the other Party or its affiliates or subsidiaries.
“Cryptocurrency Network” means the peer-to-peer computer network that governs the transfer of the applicable cryptocurrency.
“Foreign Bank” means an organization that (i) is organized under the laws of a foreign country, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization 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 U.S. branches or agencies of a foreign bank.
“Foreign Shell Bank” means a Foreign Bank without a Physical Presence in any country, but does not include a regulated affiliate.
“Fork” means a change to the protocol of a cryptocurrency wherein a permanent divergence in the blockchain results in two or more versions of a single cryptocurrency.
“Loss” means any claim, cost, loss, damage, judgment, penalty, interest, and/or expense (including reasonable attorneys’ fees) arising out of any Claim.
“Market Price” means the actual market price of the cryptocurrency being traded at the time the transaction is executed by us.
“Non-Cooperative Jurisdiction” means any country or territory that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering (“FATF”), of which Canada is a member, and with which designation the Canada representative to the group or organization continues to concur. See http://www.fatf-gafi.org for FATF’s list of non-cooperative countries and territories.
“OFAC” means 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” means any individual, corporation, partnership, association, limited liability company, trust, estate or other entity, either individually or collectively.
“Physical Presence” means 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 authorized 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” means the instructions provided by you to us, in a purchase order, appearing in the email you receive from us approving you as a client.
“Purchase Price” means the price denominated in the local currency approved by us, per applicable cryptocurrency set forth in a Purchase Order multiplied by the number of Purchased Cryptocurrency set forth in such Purchase Order.
“Purchased Cryptocurrency” means the number and type of cryptocurrency we are obligated to purchase from you pursuant to a Purchase Order.
“Services” has the meaning given to it on the top of the first page of these Terms.
“Settlement Date” means the date of each Purchase Order.
“Transaction Fees” has the meaning ascribed to it in Section I.12 above.
“your Purchase Price” means the price in local currency approved by us, per applicable cryptocurrency set forth in a Purchase Order multiplied by the number of your Purchased Cryptocurrency set forth in such Purchase Order.
“your Purchased Cryptocurrency” means the number and type of cryptocurrency you are obligated to purchase from us pursuant to a Purchase Order.