CoinFlip Preferred Terms of Service

Effective May 11, 2023

The CF Preferred Terms of Service (“Terms of Service” or “Terms”) are an agreement between CF Preferred LLC, a Delaware limited liability company, (“CoinFlip,” “CoinFlip Order Desk,” “us,” “we,” “our”), its affiliates, and the users (“you,” “your,” “they,” “Customer”) of our cryptocurrency buy/sell service through our over the counter desk and any related services we may provide (the “Services”). These Terms of Service 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 of Service must be accepted by all visitors to this website. If you do not agree to these Terms of Service, you should not use the CoinFlip Order Desk website. Your continued use of this site means that you agree to be bound by our Terms of Service. Our Services are also governed by our Privacy Policy. All such terms and the Privacy Policy are hereby incorporated by reference into these Terms of Service. By accepting these Terms of Service, 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 OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US AND OTHER INDEMNIFIED PARTIES TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US AND INDEMNIFIED PARTIES ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

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.

To help the government fight the funding of terrorism and money laundering activities, federal law requires us 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 a client of CoinFlip Order Desk or initiate a cryptocurrency transaction, CoinFlip Order Desk 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.
To initiate a transaction with CoinFlip Order Desk, you must fill out and submit to CoinFlip Order Desk a Purchase Order. A link to the Purchase Order form can be found in the email you received from CoinFlip Order Desk approving you as a client. After CoinFlip Order Desk receives your Purchase Order, CoinFlip Order Desk will send you an email with instructions for: (1) providing a wire/ACH transfer to CoinFlip Order Desk (for the purchase of cryptocurrency) or (2) transferring cryptocurrency to CoinFlip Order Desk’s cryptocurrency wallet (for the sale of cryptocurrency).
In the event of a purchase, after you complete the wire/ACH transfer to CoinFlip Order Desk, CoinFlip Order Desk will send a text message (“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 buy and (2) the Transaction Fee to be charged to you by CoinFlip Order Desk.
In the event of a sale, after you complete the transfer of cryptocurrency to CoinFlip Order Desk, CoinFlip Order Desk will review the potential transaction 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 and when you registered. 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 the CoinFlip Order Desk. CoinFlip Order Desk may choose to deny any attempted sale for any reason. By agreeing to the terms of service, you agree that CoinFlip Order Desk is not liable for denying any attempted sale of cryptocurrency.
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 (U.S. dollars) to.
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.
You agree that CoinFlip Order Desk 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 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.

Section I.2

Purchase and Sale.

Section I.2

Purchase and Sale.

If you confirm the transaction with CoinFlip Order Desk by responding to the Transaction Text Message as described in Section I.1(d), CoinFlip Order Desk will: (1) in the case of a purchase of cryptocurrency by you from CoinFlip Order Desk, execute and later transfer your Purchased Cryptocurrency to the wallet address provided to CoinFlip Order Desk by you in response to the Transaction Text Message or (2) in the case of a sale of cryptocurrency by you to CoinFlip Order Desk, execute and later transfer the CoinFlip Order Desk Purchase Price to the account provided to CoinFlip Order Desk 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. CoinFlip Order Desk 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. CoinFlip Order Desk disclaims 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 CoinFlip Order Desk in the Purchase Order and 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, CoinFlip Order Desk shall have the right to terminate such Purchase Order in CoinFlip Order Desk’s 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 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.
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 any Purchased Cryptocurrency by you or CoinFlip Order Desk Purchased Cryptocurrency are final and cannot be reversed.
On rare occasions, CoinFlip Order Desk 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, CoinFlip Order Desk 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 CoinFlip Order Desk transfers too large an amount of cryptocurrency or fiat currency (U.S. dollars), you will repay CoinFlip Order Desk the excess cryptocurrency or fiat currency. If CoinFlip Order Desk does not transfer enough cryptocurrency or fiat currency (U.S. dollars), CoinFlip Order Desk will transfer such amounts as necessary to correct the transaction.

Section I.3

Timing of Transactions.

Section I.3

Timing of Transactions.

If you confirm a transaction with CoinFlip Order Desk by responding to the Transaction Text Message as described in Section I.1(d), CoinFlip Order Desk will complete the transaction within 24 hours if the confirmation is received by CoinFlip Order Desk 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 CoinFlip Order Desk to be expedited, you should get in contact with CoinFlip Order Desk via email or phone to make such arrangements. Expedited processing may require an additional fee because of network fees.
If you choose to fund your transaction using Standard ACH, you agree that it may take up to approximately 5 or more days for CoinFlip Order Desk to complete your transaction in light of the ability to reverse an ACH transaction. You disclaim any liability against CoinFlip Order Desk based on this delay or the timing of the completion of your transaction by CoinFlip Order Desk. You are liable to CoinFlip Order Desk for any charges or damages caused by an ACH reversal by you.

Section I.4

Terms.

Section I.4

Terms.

Section I.5

Taxes.

Section I.5

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 activities (under these Terms or otherwise), and all such taxes will be your financial responsibility.

Section I.6

Authorized Customers.

Section I.6

Authorized 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 CoinFlip Order Desk on behalf of you; provided, however, that you may designate authorized individuals to transact with CoinFlip Order Desk on its behalf (each an “Authorized Customer”) by sending an email to [email protected], stating your intent to authorize 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 5.9 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 CoinFlip Order Desk Purchased Cryptocurrency or your Purchased Cryptocurrency any additional cryptocurrencies resulting from a Fork of any cryptocurrency.

Section I.8

By agreeing to these Terms, you agree to be bound by CoinFlip Order Desk’s Privacy Policy which can be found at coinflip.tech/terms/privacy-policy and CoinFlip Order Desk’s Financial Privacy Notice which can be found at coinflip.tech/terms/financial-privacy-notice. 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.9

Force Majeure.

Section I.9

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.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 Service. You are responsible for all transactions and activity conducted on your account, regardless of whether you authorized it. We have no responsibility for the loss, theft, or unauthorized use of your account or any device you use to access your account or the Service. A Customer assumes ALL responsibility in the safekeeping of his or her 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.11

Fees.

Section I.11

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 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 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.12

Washington and Rhode Island Customers.

Section I.12

Washington and Rhode Island Customers.

You will be charged a Transaction Fee as set forth in these Terms of Service. Our current fee schedule is as follows: Transaction Fee: 0.5% to 9.99% (based on the size of the transaction) to purchase and sell cryptocurrency. The fee schedule is subject to change at any time in our sole discretion. We will notify you 30 days in advance of any changes to our fee schedule, if required by applicable law. The Transaction Fee will be included in the exchange rate applicable to your transaction. The exchange rate, inclusive of these fees, will be disclosed to you before you make a transaction, and will be charged when you agree to make the transaction. No cryptocurrency, or any transaction made using the Service is insured or guaranteed by an agency the United States or by private insurance against theft, or loss, including cyber theft or theft by other means. A transfer of cryptocurrency is irrevocable, without exception. We have no liability for any unauthorized, mistaken, or accidental transfers made by you, or any other person who has accessed your account or wallet. The nature of virtual currency may lead to an increased risk of fraud or cyber attack, and your cryptocurrency could be irretrievably stolen.

Section I.13

For Alaska Residents Only .

Section I.13

For Alaska Residents Only .

If your issue is unresolved by CF Preferred LLC dba CoinFlip (877) 757-2646, please submit formal complaints with the State of Alaska, Division of Banking & Securities.

Please download the form here: https://www.commerce.alaska.gov/web/portals/3/pub/DBSGeneralComplaintFormupdated.pdf

Submit formal complaint form with supporting documents:

Division of Banking & Securities PO Box 110807 Juneau, AK 99811-0807

If you are an Alaska resident with questions regarding formal complaints, please email us at [email protected] or call Nine Zero Seven Four Six Five Two Five Two One

Please download the form here: https://www.commerce.alaska.gov/web/portals/3/pub/DBSGeneralComplaintFormupdated.pdf

Submit formal complaint form with supporting documents:

Division of Banking & Securities PO Box 110807 Juneau, AK 99811-0807

If you are an Alaska resident with questions regarding formal complaints, please email us at [email protected] or call Nine Zero Seven Four Six Five Two Five Two One

Section I.14

CoinFlip Order Desk Affiliates.

Section I.14

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

DEFINITIONS

Section II.1

In addition to the capitalized terms defined elsewhere in these Terms, the following capitalized terms shall have the meanings specified in this Article II:

“Business Day” shall mean Monday through Friday and non-bank holidays.

“Foreign Bank” shall mean 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” 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 Order Desk, as determined solely by CoinFlip Order Desk. CoinFlip Order Desk uses CoinAPI indexing to determine the Market Price. CoinFlip Order Desk reserves the right to use a different source without notice to determine Market Price for any reason. By transacting with CoinFlip Order Desk, you waive any claims or liability against CoinFlip Order Desk based on the manner in which CoinFlip Order Desk determines the Market Price. CoinFlip’s 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 CoinFlip Order Desk, you waive any claims or liability against CoinFlip Order Desk 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 organization, such as the Financial Action Task Force on Money Laundering (“FATF”), of which the United States is a member and with which designation the United States 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” 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.

“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 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” shall mean the instructions provided by you to CoinFlip Order Desk in a purchase order which a link to can be found in the email you received from CoinFlip Order Desk approving you as a client.

“Settlement Date” shall mean the date of each Purchase Order.

“Transaction Fees” shall mean the sum of the Market Price and any additional CoinFlip fee applied 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

CoinFlip Order Desk represents and warrants to you, as of the date hereof and on each Settlement Date:

CoinFlip Order Desk is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. CoinFlip Order Desk 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 Order Desk of these Terms, the performance by CoinFlip Order Desk of its obligations hereunder and the consummation by CoinFlip Order Desk of the transactions contemplated hereby have been duly authorized by all requisite company action on the part of CoinFlip Order Desk.
These Terms have been duly executed and delivered by CoinFlip Order Desk and (assuming due authorization, execution and delivery by you), these Terms constitute a valid and legally binding obligation of CoinFlip Order Desk, enforceable against CoinFlip Order Desk 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 CoinFlip Order Desk is subject or conflict with, violate or constitute a default under any agreement, debt or other instrument to which CoinFlip Order Desk is a party.
Neither CoinFlip Order Desk, nor any Person who controls CoinFlip Order Desk or any Person for whom CoinFlip Order Desk is 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 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.
With respect to your Purchased Cryptocurrency that CoinFlip Order Desk sells, transfers and delivers to you under any Purchase Order, CoinFlip Order Desk is the lawful owner of your Purchased Cryptocurrency with good and marketable title thereto, and CoinFlip Order Desk has 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.
CoinFlip Order Desk is the lawful owner of each of its wallets, and has good title thereto.

Section III.2

You hereby represent and warrant to CoinFlip Order Desk, 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; 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 authorized 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.
These Terms have been duly executed and delivered by you and (assuming due authorization, execution and delivery by CoinFlip Order Desk), 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 the List of Specially Designated Nationals and Blocked Persons maintained by 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.
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 interact with or provide to CoinFlip Order Desk, 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.
You agree, understand and acknowledge that (1) CoinFlip Order Desk engages 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 CoinFlip Order Desk transacts with you, it does so solely on a bilateral basis; and (3) CoinFlip Order Desk is 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 statement or other representation of CoinFlip Order Desk 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. CoinFlip Order Desk is 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 CoinFlip Order Desk other than as expressly set forth herein.

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.

Section IV.2

Indemnification Procedure.

Section IV.2

Indemnification Procedure.

In connection with any Claim or Loss described in Section 4.1, 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 4.1 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 4.1 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.

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 5.6, THE TOTAL LIABILITY OF A PARTY, IF ANY, SHALL BE LIMITED TO DIRECT DAMAGES, WHICH SHALL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS MADE BY SUCH PARTY UNDER ANY PURCHASE ORDERS EXECUTED PURSUANT TO THESE TERMS.

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. 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 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 CoinFlip Order Desk, which may be withheld in CoinFlip Order Desk’s sole discretion.

Section V.3

Severability.

Section V.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 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

Governing Law and Prohibition of Class and Representative Actions and Non-Individualized Relief.

Section V.5

Governing Law and Prohibition of Class and Representative Actions and Non-Individualized Relief.

These Terms shall be governed by, and construed and enforced in accordance with, the laws of the State of Illinois, without giving effect to the principles of conflicts of law thereof. Any controversy, claim or dispute arising out of or relating to these Terms or the breach thereof shall be settled solely and exclusively by binding arbitration in Chicago, Illinois administered by JAMS. Such arbitration shall be conducted in accordance with the then prevailing JAMS Streamlined Arbitration Rules & Procedures, with the following exceptions to such rules if in conflict: (a) one arbitrator shall be chosen by JAMS; (b) each Party to the arbitration will pay an equal share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any Party if written notice (pursuant to the JAMS’ rules and regulations) of the proceedings has been given to such Party. Each Party shall bear its own attorneys’ fees and expenses. The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST CF PREFERRED OR ANY OTHER INDEMNIFIED PARTY ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE THEN EACH PARTY, (i) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR ANY OTHER MATTER INVOLVING THE PARTIES, AND (ii) SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL OR STATE COURTS LOCATED IN COOK COUNTY, ILLINOIS AND EACH PARTY AGREES NOT TO INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION. 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 5.5.

Section V.6

Batch Arbitration

Section V.6

Batch Arbitration.

You and CoinFlip Order Desk agree that, in the event that there are fifty (50) or more individual requests for arbitration of a similar nature filed against CoinFlip Order Desk or its affiliates (collectively “CoinFlip”) within an approximately thirty-day period (or otherwise in close proximity), JAMS will administer all such similarly situated arbitration demands on a collective basis as a single, consolidated arbitration (subject to a single set of fees, proceeding schedule, and, if required, hearing) before a single arbitrator in accordance with the requirements outlined elsewhere in this section, provided that – in the event that the arbitrator deems it impracticable or inequitable to administer all such claims collectively in a single arbitration – (s)he may group demands for arbitration into groups of not fewer than twenty (20) matters, plus a remainder group as needed (or as otherwise deemed by the arbitrator to be practicable, equitable, and in best keeping with the spirit of this provision) and arbitrate each group of matters as a single, consolidated arbitration (either structure a “Batch Arbitration”). You and CoinFlip agree (1) to work with JAMS in good faith to facilitate the resolution of disputes on a Batch Arbitration basis and (2) that requests for arbitration are of a “similar nature” if they arise out of the same event, agreement, or factual scenario and raise the same or similar legal issues and seek the same or similar relief. Disagreements over the applicability of this Batch Arbitration process will be settled in a single, consolidated arbitration proceeding that includes all affected parties and is resolved by a single arbitrator subject to the requirements of this section. This Batch Arbitration provision shall in no way be interpreted as authorizing a class or collective arbitration or action of any kind, or any suit or arbitration involving joint or consolidated claims, under any circumstances other than those expressly set forth in this section.

Section V.7

Confidentiality.

Section V.7

Confidentiality.

Both CoinFlip Order Desk 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 5.6. The Subject Party shall 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 shall be deemed approved. The confidentiality obligations set forth in this Section 5.6 shall survive the termination or expiration of these Terms.

Section V.8

Electronic Fund Transfers (“EFTs”) and Account Balances.

Section V.8

Electronic Fund Transfers (“EFTs”) and Account Balances.

By creating a CoinFlip Order Desk Account with CF Preferred LLC and initiating bank deposits or withdrawals (i.e., EFTs), you agree to the Terms of Service and Privacy Policy of our financial software provider, Sila Inc. (together, the “Sila ToS”). You must comply with the Sila ToS when creating or using your CoinFlip Order Desk Account. The Sila ToS may be modified from time to time, and the governing version is incorporated by reference into these Terms of Service. Any term not defined in this paragraph but defined in the Sila ToS assumes the meaning as defined in the Sila ToS. IT IS YOUR RESPONSIBILITY TO READ AND UNDERSTAND THE SILA ToS BECAUSE IT CONTAINS TERMS AND CONDITIONS CONCERNING YOUR COINFLIP ORDER DESK ACCOUNT, INCLUDING BUT NOT LIMITED TO LIMITATIONS, REVERSAL, AND ARBITRATION PROVISIONS, AND YOUR RELEVANT RIGHTS AND LIABILITIES.

Section V.9

Entire Agreement.

Section V.9

Entire Agreement.

These Terms, 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 V.10

Notices, Consents, etc.

Section V.10

Notices, Consents, etc.

Any notices, consents or other communications required or permitted to be sent or given to CoinFlip Order Desk 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 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.

CF Preferred LLC

433 W. Van Buren St.

Suite 1050N

Chicago, IL 60607

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.11

No Third Party Beneficiary.

Section V.11

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.12

Publicity.

Section V.12

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.13

Your account is provided electronically.

Section V.13

Your account is provided electronically.

CoinFlip Order Desk may send communications electronically, such as by email or text message, rather than through U.S. 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 V.14

Survival.

Section V.14

Survival.

The following terms of this Agreement shall survive the termination of this Agreement: Article IV and Sections 5.5, 5.6, 5.9, 5.10, 5.11 and 5.12.

Section V.15

ADA Compliance.

Section V.15

ADA 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 V.16

Prevailing Language.

Section V.16

Prevailing Language.

In the event this document is available in multiple languages, the English version of these Terms represents the understanding of both Parties. Any other version is provided as a translation. In the event of conflict between the two versions, the English version shall be controlling.

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 CoinFlip Order Desk’s Services, submitting an application to be a client, or transaction with CoinFlip Order Desk, 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 state 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.

CoinFlip Preferred Terms of Service

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