User Agreement

Last updated: February 12, 2018

COIN CLEAR USER AGREEMENT

This is a contract between you and Coin Clear, LLC (“Coin Clear”). By signing up to use an account through coinclear.io, or any associated websites, APIs, or mobile applications (collectively the “Coin Clear Site”), you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement, as well as our Privacy Policy and E-Sign Consent.

INTERNET TECHNOLOGY AND THE APPLICABLE LAWS, RULES, AND REGULATIONS CHANGE FREQUENTLY. ACCORDINGLY, WE RESERVE THE RIGHT TO MAKE CHANGES TO THIS USER AGREEMENT AT ANY TIME. YOUR CONTINUED USE OF THIS SITE CONSTITUTES ASSENT TO ANY NEW OR MODIFIED PROVISION OF THIS USER AGREEMENT THAT MAY BE POSTED ON THE WEB SITE.

PART 1: GENERAL USE

1. Basic Coin Clear Services.
1.1. Eligibility.

The Clear Coin Services may only be used by individuals and entities who can form legally binding contracts under applicable law. No person under the age of 18 may use the Site and/or Application. Your use of the Site and/or Application will be deemed to be a representation that you are 18 years of age or older. We require that all purchases be made by individuals 18 years of age or older.

1.2. Coin Clear Services.

By using the Site and/or Application, you can use our interactive platform to obtain various digital currency investment advisory services (collectively, the “Coin Clear Services”). Coin Clear Services allow you to open an account to participate that we will manage at your direction. We are always working on new ways to improve Coin Clear Services. We reserve the right to modify or change our Site, the Application or any of the Coin Clear Services, temporarily or permanently, with or without notice to you, and we are not obligated to support or update the Site, the Application or any Coin Clear Services. You acknowledge and agree that we shall not be liable to you or any third party in the event that we exercise our right to modify, change or discontinue the Site, the Application or any Coin Clear Services.

The risk of loss in trading or holding Digital Currency can be substantial. You should therefore carefully consider whether trading or holding Digital Currency is suitable for you in light of your financial condition. No statements in the Web Site are intended to or constitute legal advice, including tax or financial advice or recommendations. You should seek the advice of your own legal, tax and financial advisors regarding the consequences to you of purchasing or selling precious metals. The information in this Web Site does not constitute any investment advice or investment service and is not intended as an offer or solicitation to purchase any security or financial instrument.

2. Creating a Coin Clear Account.
2.1. Registration of Coin Clear Account.

In order to use any of the Coin Clear Services, you must first register by providing your name, an e-mail address, password, and affirming your acceptance of this Agreement. Coin Clear may, in our sole discretion, refuse to allow you to establish a Coin Clear Account, or limit the number of Coin Clear Accounts that a single user may establish and maintain at any time.

2.2. Verification.

In order to use certain features of the Coin Clear Services, including certain transfers of Digital Currency and/or government-issued currency (“Fiat Currency”), you may be required to provide Coin Clear with certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification number, and information regarding your bank account (e.g., financial institution, account type, routing number, and account number). In submitting this or any other personal information as may be required, you verify that the information is accurate and authentic, and you agree to update Coin Clear if any information changes. You hereby authorize Coin Clear to, directly or through third parties make any inquiries we consider necessary to verify your identity and/or protect against fraud, including to query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth), to query account information associated with your linked bank account (e.g., name or account balance), and to take action we reasonably deem necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests. This includes authorizing your wireless operator (AT&T, Sprint, T-Mobile, US Cellular, Verizon, or any other branded wireless operator) to use your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided to Coin Clear with your wireless operator account profile information for the duration of the business relationship. See our Privacy Policy to learn more about how we treat your data.

2.3. Digital Currency Storage & Transmission Delays.

Coin Clear securely stores all Digital Currency private keys in our control in a combination of online and offline storage. As a result, it may be necessary for Coin Clear to retrieve certain information from offline storage in order to facilitate a Digital Currency Transaction in accordance with your instructions, which may delay the initiation or crediting of such Digital Currency Transaction for 48 hours or more. You acknowledge and agree that a Digital Currency Transaction facilitated by Coin Clear may be delayed.

2.4. Advanced Protocols.

Unless specifically announced on our website or through some other official public statement of Coin Clear, we do not support metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins which supplement or interact with a Digital Currency supported by Coin Clear (collectively, “Advanced Protocols”). Do not use your Coin Clear Account to attempt to receive, request, send, store, or engage in any other type of transaction involving an Advanced Protocol. The Coin Clear platform is not configured to detect and/or secure Advanced Protocol transactions and Coin Clear assumes absolutely no responsibility whatsoever in respect to Advanced Protocols.

2.5 Operation of Digital Currency Protocols.

Coin Clear does not own or control the underlying software protocols which govern the operation of Digital Currencies supported on our platform. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. By using the Coin Clear platform, you acknowledge and agree (i) that Coin Clear is not responsible for operation of the underlying protocols and that Coin Clear makes no guarantee of their functionality, security, or availability; and (ii) that the underlying protocols are subject to sudden changes in operating rules (a/k/a “forks”), and that such forks may materially affect the value, function, and/or even the name of the Digital Currency you store in the Coin Clear platform. In the event of a fork, you agree that Coin Clear may temporarily suspend Coin Clear operations (with or without advance notice to you) and that Coin Clear may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol entirely. You acknowledge and agree that Coin Clear assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.

3. Conversion Services.
3.1. In General.

Eligible users in certain jurisdictions may buy or sell supported Digital Currency through the Conversion Services. The Conversion Services are subject to the Coin Clear “Conversion Rate” for the given transaction. “Conversion Rate” means the price of a given supported Digital Currency amount in terms of Fiat Currency or other Digital Currency as quoted on the Coin Clear Site. The Conversion Rate is stated either as a “Buy Price” or as a “Sell Price,” which is the price in terms of Fiat Currency or Digital Currency at which you may buy or sell supported Digital Currency to Coin Clear. You acknowledge that the quoted Buy Price Conversion Rate may not be the same as the Sell Price Conversion Rate at any given time, and that Coin Clear may add a margin or “spread” to the quoted Conversion Rate. You agree, as a condition of using any Coin Clear Conversion Services, to accept the Conversion Rate as the sole conversion metric. Coin Clear reserves the right to delay any Conversion Service transaction if it perceives a risk of fraud or illegal activity. Coin Clear does not guarantee the availability of its Conversion Service, and the act of purchasing supported Digital Currency from Coin Clear does not result in a guarantee that you may sell your supported Digital Currency to Coin Clear.

3.2. Purchase Transactions.

After successfully completing the Verification Procedures (see Appendix 2, you may purchase supported Digital Currency by linking a valid payment method. You can either manually authorize or use the Automated Services of Coin Clear to initiate debits from your selected payment method(s) in settlement of purchase transactions. A Conversion Fee (defined below) applies to all purchase transactions. Although Coin Clear will attempt to deliver supported Digital Currency to you as promptly as possible, funds may be debited from your selected payment method before Digital Currency is delivered to your Coin Clear Account. We may debit your selected payment method, such as your bank account or credit card, as soon as the same day you initiate the purchase but your payment may take three or more business days to process. We will make best efforts to fulfill all transactions, but in the rare circumstance where Coin Clear cannot fulfill your purchase order, we will notify you and seek your approval to fulfill the purchase order at the contemporaneous Price Conversion Rate. To secure the performance of your obligations under this Agreement, you grant to Coin Clear a lien on and security interest in and to the balances in your account.

3.3. Sale Transactions.

After successfully completing the Verification Procedures (see Appendix 2, you may manually authorize to sell supported Digital Currency by linking a valid payment method. You authorize Coin Clear to debit your Coin Clear Account(s) and initiate payments to your selected payment method(s) in settlement of sell transactions. An applicable Conversion Fee (defined below) applies to all sale transactions. Your receipt of funds will depend on the payment type and may take up to three or more business days.

3.4. Conversion Fees.

Each Conversion Service transaction is subject to a fee (a “Conversion Fee”). On a sale transaction, the applicable Conversion Fee is displayed to you on the Coin Clear Site prior to you completing a Conversion Service transaction, however, in purchase transactions it is included in the calculation of the Buy Price. Coin Clear will not process a conversion transaction if the Conversion Fee and any other associated fees as may apply, such as wire transfer fees, exceed the value of your transaction. Coin Clear may waive some portion of the Conversion Fee depending on the payment method you select. The availability of each Payment Method depends on a number of factors, including but not limited to your location, the identification information you have provided to us, and limitations imposed by third party payment processors. You can view the current fee applicable to your location and payment method at our fee page. Coin Clear reserves the right to adjust its Conversion Fees and any applicable waivers at any time. We will always notify you of the Conversion Fee which applies to your transaction when you authorize the transaction and in each receipt, we issue to you.

3.5. Reversals; Cancellations.

You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorize Coin Clear, in its sole discretion, either to cancel the transaction or to debit your other payment methods, including Coin Clear balances or other linked accounts, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, NSF, or similar fees charged by your payment provider. Coin Clear reserves the right to refuse to process, or to cancel or reverse, any purchases or sales of Digital Currency in its sole discretion, even after funds have been debited from your account(s), if Coin Clear suspects the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a subpoena, court order, or other government order; if Coin Clear reasonably suspects that the transaction is erroneous; or if Coin Clear suspects the transaction relates to Prohibited Use or a Prohibited Business as set forth below. In such instances, Coin Clear will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the cancelled transaction.

3.6. Recurring Transactions.

If you initiate recurring Conversion Service transactions, you authorize Coin Clear to initiate recurring electronic payments in accordance with your selected Conversion Service and any corresponding payment accounts, such as recurring automated clearing house (ACH) debit or credit entries from or to your linked bank account. Your recurring transactions will occur based on your automation settings until either you or Coin Clear cancels the recurring order. If you select a U.S. Bank Account as your payment method for a recurring transaction, and such transaction falls on a weekend or holiday, or after bank business hours, the ACH credit or debit will be executed on the next business day, although the Digital Currency Conversion Rate at the time of the regularly-scheduled transaction will apply. If your Bank is unable to process any electronic ACH debit entry, Coin Clear will notify you of cancellation of the transaction and may avail itself of remedies set forth in this User Agreement to recover any amount owed to Coin Clear. This authorization will remain in full force and effect until you change your automation settings in the Coin Clear app, or until you provide us written notification at support@coinclear.io. You agree to notify Coin Clear in writing of any changes in your linked bank account information prior to a recurring transaction. Coin Clear may, at any time, terminate recurring transactions by providing notice to you.

3.7. Payment Services Partners.

Coin Clear may use a third-party payment processor to process any US Dollar payment between you and Coin Clear, including but not limited to payments in relation to your use of the Conversion Service.

4. General Use, Prohibited Use, and Termination.
4.1. Limited License.

We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Coin Clear Site, and related content, materials, information (collectively, the “Content”) solely for approved purposes as permitted by Coin Clear from time to time. Any other use of the Coin Clear Site or Content is expressly prohibited and all other right, title, and interest in the Coin Clear Site or Content is exclusively the property of Coin Clear and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. “Coinclear.io”, “Coin Clear”, and all logos related to the Coin Clear Services or displayed on the Coin Clear Site are either trademarks or registered marks of Coin Clear or its licensors. You may not copy, imitate or use them without Coin Clear’s prior written consent. We will retain ownership of our intellectual property rights and you will not obtain any rights therein by virtue of this User Agreement or otherwise, except as expressly set forth in this User Agreement. You may not deep link to portions of the Clear Coin Site, or frame, inline link, or similarly display any of our property, including, without limitation, the Clear Coin Site. You may not use any of our logos or other trademarks as part of a link without express written permission.

4.2. Website Accuracy.

Although we intend to provide accurate and timely information on the Coin Clear Site, the Coin Clear Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Coin Clear Site are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Coin Clear Site. We assume no responsibility for such errors and omissions and reserve the right to: (i) revoke any offer stated on the Coin Clear Site; (ii) correct any errors, inaccuracies or omissions; and (iii) make changes to prices, content, promotions, product descriptions or specifications, or other information on the Coin Clear Site. We employ measures designed to ensure the security of the Coin Clear Site, but, as provided below, make no guarantees in this regard.

4.3. Third-Party Applications.

We may use third-parties to provide certain services accessible through the Clear Coin Site and may provide links to third party web sites. We do not control those third-parties, their services, or their web sites. We will not be liable to you in any way for your use of such services or web sites. These third-parties may have their own terms of use and other policies. You must comply with such terms and policies as well as those described herein when you use these services and web sites.

4.4. Third-Party Users.

If, to the extent permitted by Coin Clear from time to time, you grant express permission to a third party to access or connect to your Coin Clear Account, either through the third party’s product or service or through the Coin Clear Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your Coin Clear Account. Further, you acknowledge and agree that you will not hold Coin Clear responsible for, and will indemnify Coin Clear from, any liability arising out of or related to any act or omission of any third party with access to your Coin Clear Account. You may change or remove permissions granted by you to third parties with respect to your Coin Clear Account at any time through the Account Settings page on the Coin Clear Site.

4.5. Prohibited Use.

In connection with your use of the Coin Clear Services, and your interactions with other users, and third parties you agree and represent you will not engage in any Prohibited Business or Prohibited Use See Appendix 1. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Coin Clear Account and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your Account is associated with a Prohibited Use and/or a Prohibited Business.

4.6. Suspension, Termination, and Cancellation.

Coin Clear may: (a) suspend, restrict, or terminate your access to any or all of the Coin Clear Services, and/or (b) deactivate or cancel your Coin Clear Account if:

- We are so required by a facially valid subpoena, court order, or binding order of a government authority; or

- We reasonably suspect you of using your Coin Clear Account in connection with or in violation of our Prohibited Use or Business See Appendix 1; or

- Use of your Coin Clear Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; or

- Our service partners are unable to support your use; or if

- You take any action that Coin Clear deems as circumventing Coin Clear’s controls, including, but not limited to, opening multiple Coin Clear Accounts or abusing promotions which Coin Clear may offer from time to time.

If Coin Clear suspends or closes your account or terminates your use of Coin Clear Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits Coin Clear from providing you with such notice. You acknowledge that Coin Clear’s decision to take certain actions, including limiting access to, suspending, or closing your account, may be based on confidential criteria that are essential to Coin Clear’s risk management and security protocols. You agree that Coin Clear is under no obligation to disclose the details of its risk management and security procedures to you.

You will be permitted to transfer Digital Currency or funds associated with your Hosted Digital Currency Wallet(s) and/or your USD Wallet(s) for ninety (90) days after Account deactivation or cancellation unless such transfer is otherwise prohibited (i) under the law, including but not limited to applicable sanctions programs, or (ii) by a facially valid subpoena or court order. You may cancel your Coin Clear Account at any time by withdrawing all balances and cancelling your account from the Account tab in the Coin Clear app. You will not be charged for canceling your Coin Clear Account, although you will be required to pay any outstanding amounts owed to Coin Clear. You authorize us to cancel or suspend any pending transactions at the time of cancellation.

4.7. Intellectual Property Rights.

(a) Copyright. All materials on the Web Site, including without limitation, the logos, design, text, graphics, other files, and the selection and arrangement thereof are either owned by us or are the property of our suppliers or licensors. You may not use such materials without permission. © 2018 Coin Clear, LLC ALL RIGHTS RESERVED.

(b) Trademarks. Coin Clear is a trade name we own. Coin Clear, the related design marks, and other trademarks on the Coin Clear Site are owned by us. Page headers, custom graphics, button icons and scripts are trademarks or trade dress we own. You may not use any of these trademarks, trade dress, or trade names without our express written permission.

5. Customer Feedback, Queries, Complaints, Dispute Resolution, Release, Indemnification and Limitation on Liability and Actions.
5.1. Contact Coin Clear.

If you have any feedback, questions, or complaints, contact us at support@coinclear.io. When you contact us please provide us with your name, address, and any other information we may need to identify you, your Coin Clear Account, and the transaction on which you have feedback, questions, or complaints.

5.2. Arbitration; Waiver of Class Action.

If you have a dispute with Coin Clear, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, you and we agree that any dispute arising under this Agreement shall be finally settled in binding arbitration, on an individual basis, in accordance with the American Arbitration Association’s rules for arbitration of consumer-related disputes (accessible here: https/www.adr.org/sites/default/files/Consumer%20Rules.pdf) and you and Coin Clear hereby expressly waive trial by jury and right to participate in a class action lawsuit or class-wide arbitration. The arbitration will be conducted by a single, neutral arbitrator and shall take place in the county or parish in which you reside, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitral decision may be enforced in any court. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys’ fees.

If the arbitrator(s) or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator’s rules or applicable law. Apart from the foregoing, each Party will be responsible for any other fees or costs, such as attorney fees that the Party may incur. If a court decides that any provision of this section 5.2 is invalid or unenforceable, that provision shall be severed and the other parts of this section 5.2 shall still apply. In any case, the remainder of this User Agreement, will continue to apply.

5.3 Release of Coin Clear; Indemnification.

If you have a dispute with one or more users of the Coin Clear Services, you release Coin Clear, its affiliates and third-party providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold Coin Clear, its affiliates and Third-party providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.

5.4 Limitation of Liability; No Warranty.

IN NO EVENT SHALL COIN CLEAR, ITS AFFILIATES AND THIRD-PARTY PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (A) FOR ANY AMOUNT GREATER THAN THE VALUE OF THE SUPPORTED DIGITAL CURRENCY ON DEPOSIT IN YOUR COIN CLEAR ACCOUNT OR (B) FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE COIN CLEAR SITE OR THE COIN CLEAR SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF COIN CLEAR HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT COIN CLEAR FAILED TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE COIN CLEAR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COIN CLEAR SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. COIN CLEAR DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE COIN CLEAR SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.

Coin Clear makes no representations about the accuracy or completeness of historical Digital Currency price data available on the Site. Coin Clear will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but Coin Clear makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.

5.5 Limitation of Actions.

You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connected with your use of the Web Site, must be filed within one calendar year after such claim or cause of action arises, or forever be barred.

6. General Provisions.
6.1. Relationship of the Parties.

Coin Clear is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Coin Clear to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Coin Clear to be treated as the agent of the other.

6.2. Privacy of Others; Marketing.

If you receive information about another user through the Coin Clear Services, you must keep the information confidential and only use it in connection with the Coin Clear Services. You may not disclose or distribute a user’s information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user’s express consent to do so. You may not send unsolicited email to a user through the Coin Clear Services.

6.3. Password Security; Contact Information.

You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the Coin Clear Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Coin Clear Account by third-parties and the loss or theft of any Digital Currency and/or funds held in your Coin Clear Account and any associated accounts, including your linked bank account(s) and credit card(s). You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Coin Clear and/or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Coin Clear Account information has been compromised, contact Coin Clear Support immediately at support@coinclear.io.

6.4. Taxes.

It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Coin Clear Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your Coin Clear Account.

6.5. Unclaimed Property.

If Coin Clear is holding funds in your account, and Coin Clear is unable to contact you and has no record of your use of the Services for several years, applicable law may require Coin Clear to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, Coin Clear will try to locate you at the address shown in our records, but if Coin Clear is unable to locate you, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. Coin Clear reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

6.6. Computer Viruses.

We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Coin Clear. Always log into your Coin Clear Account through the Coin Clear Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

6.7. Entire Agreement.

This Agreement, the Privacy Policy, E-Sign Consent, and Appendices incorporated by reference herein comprise the entire understanding and agreement between you and Coin Clear as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Coin Clear. Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.

6.8. Amendments.

We may amend or modify this Agreement by posting on the Coin Clear Site or emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Coin Clear Services and close your account. You agree that we shall not be liable to you or any third party for any modification or termination of the Coin Clear Services, or suspension or termination of your access to the Coin Clear Services, except to the extent otherwise expressly set forth herein. If the revised Agreement includes a material change, we will endeavor to provide you advanced notice via our website and/or email before the material change becomes effective.

6.9. Assignment.

You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any Coin Clear affiliates or subsidiaries, or to any successor in interest of any business associated with the Coin Clear Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

6.10. Severability.

If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

6.11. Change of Control.

In the event that Coin Clear is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

6.12. Survival.

All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, Coin Clear Account cancellation, debts owed to Coin Clear, general use of the Coin Clear Site, disputes with Coin Clear, and general provisions, shall survive the termination or expiration of this Agreement.

6.13. Governing Law.

You agree that the laws of the State of Colorado, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and Coin Clear, except to the extent governed by federal law.

6.14. Force Majeure.

We 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, 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, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

6.15. English Language Controls.

Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.

6.16. Non-Waiver of Rights.

This agreement shall not be construed to waive rights that cannot be waived under applicable state money transmission laws in the state where you are located.

6.17. Domestic Use.

We control the Coin Clear Site from our offices within the United States of America. We make no representation that the Coin Clear Site or its content is appropriate or available for use in other locations. Users who access the Coin Clear Site from outside the United States of America do so on their own initiative and must bear all responsibility for compliance with local laws, if applicable. No content from the Coin Clear Site may be downloaded in violation of United States law.

6.18. Comments.

All comments, feedback, suggestions, ideas, and other submissions that you disclose, submit or offer to us in connection with your use of the Web Site (collectively, “Comments”) will become our exclusive property. Such disclosure, submission or offer of any Comments shall constitute an assignment to us of all worldwide right, title and interest in all patent, copyright, trademark, and all other intellectual property and other rights whatsoever in and to the Comments and a waiver of any claim based on moral rights, unfair competition, breach of implied contract, breach of confidentiality, and any other legal theory. You will, at our cost, execute any documents to effect, record, or perfect such assignment. Thus, we will own exclusively all such right, title and interest and shall not be limited in any way in the use, commercial or otherwise, of any Comments. You should not submit any Comments to us if you do not wish to assign such rights to us. We are and will be under no obligation: (i) to maintain any Comments in confidence; (ii) to pay to you or any third party any compensation for any Comments; or (iii) to respond to any Comments. You are and shall remain solely responsible for the content of any Comments you make.

APPENDIX 1: PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE
Prohibited Use

You may not use your Coin Clear Account to engage in the following categories of activity (“Prohibited Uses”). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Coin Clear Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact us at support@coinclear.io. By opening a Coin Clear Account, you confirm that you will not use your Account to do any of the following:

- Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the countries where Coin Clear conducts business, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information

- Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Coin Clear Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Coin Clear Site, other Coin Clear Accounts, computer systems or networks connected to the Coin Clear Site, through password mining or any other means; use Coin Clear Account information of another party to access or use the Coin Clear Site, except in the case of specific Merchants and/or applications which are specifically authorized by a user to access such user’s Coin Clear Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of Coin Clear

- Abuse Other Users: Interfere with another individual’s or entity’s access to or use of any Coin Clear Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Coin Clear Site about others, including without limitation email addresses, without proper consent

- Fraud: Activity which operates to defraud Coin Clear, Coin Clear users, or any other person; provide any false, inaccurate, or misleading information to Coin Clear

- Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance

- Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Coin Clear intellectual property, name, or logo, including use of Coin Clear trade or service marks, without express consent from Coin Clear or in a manner that otherwise harms Coin Clear or the Coin Clear brand; any action that implies an untrue endorsement by or affiliation with Coin Clear

Prohibited Businesses

In addition to the Prohibited Uses described above, the following categories of businesses, business practices, and sale items are barred from Coin Clear Services (“Prohibited Businesses”). Most Prohibited Businesses categories are imposed by Card Network rules or the requirements of our banking providers or processors. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Coin Clear Services involves a Prohibited Business or have questions about how these requirements apply to you, please contact us at support@coinclear.io.

By opening a Coin Clear Account, you confirm that you will not use Coin Clear Services in connection with any of following businesses, activities, practices, or items:

- Investment and Credit Services: Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; investment schemes

- Restricted Financial Services: Check cashing, bail bonds; collections agencies.

- Intellectual Property or Proprietary Rights Infringement: Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder

- Counterfeit or Unauthorized Goods: Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen

- Regulated Products and Services: Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis

- Drugs and Drug Paraphernalia: Sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs

- Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body

- Substances designed to mimic illegal drugs: Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia)

- Adult Content and Services: Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features

- Multi-level Marketing: Pyramid schemes, network marketing, and referral marketing programs

- Unfair, predatory or deceptive practices: Investment opportunities or other services that promise high rewards; Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers

- High risk businesses: any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies

Conditional Use

Express written consent and approval from Coin Clear must be obtained prior to using Coin Clear Services for the following categories of business and/or use (“Conditional Uses”). Consent may be requested by contacting us at support@coinclear.io. Coin Clear may also require you to agree to additional conditions, make supplemental representations and warranties, complete enhanced on-boarding procedures, and operate subject to restrictions if you use Coin Clear Services in connection with any of following businesses, activities, or practices:

- Money Services: Money transmitters, Digital Currency transmitters; currency or Digital Currency exchanges or dealers; gift cards; prepaid cards; sale of in-game currency unless the merchant is the operator of the virtual world; act as a payment intermediary or aggregator or otherwise resell any of the Coin Clear Services

- Charities: Acceptance of donations for nonprofit enterprise

- Games of Skill: Games which are not defined as gambling under this Agreement or by law, but which require an entry fee and award a prize

- Religious/Spiritual Organizations: Operation of a for-profit religious or spiritual organization

APPENDIX 2: VERIFICATION PROCEDURES AND LIMITS

Coin Clear uses multi-level systems and procedures to collect and verify information about you in order to protect Coin Clear and the community from fraudulent users, and to keep appropriate records of Coin Clear’s customers. Your daily or weekly Conversion limits, withdrawal and trading limits, and limits on transactions from a linked payment method are based on the identifying information and/or proof of identity you provide to Coin Clear.

All U.S. users who wish to buy Digital Currency using Coin Clear’s Standard Conversion Service, at minimum, must:

- Establish a Coin Clear Account by providing your name, authenticating your e-mail address, and accepting the Coin Clear User Terms

- Add and verify a phone number

- Add and verify a bank account

All U.S. users who wish to use other Coin Clear Services may be required to:

- Add personal details (full name, date of birth, residential address)

- Add an alternative payment method

- Complete identity verification by answering a few questions

- Establish a Coin Clear Account by providing your name and residential address, authenticating your e-mail address, and accepting the Coin Clear User Terms, and

- Submit a copy of an acceptable form of identification (i.e. passport, state driver’s license, or state identification card)

Notwithstanding these minimum verification procedures for the referenced Coin Clear Services, Coin Clear may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any Coin Clear Services and/or before permitting you to engage in transactions beyond certain volume limits.

You may contact us at support@coinclear.io to request larger limits. Coin Clear will require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and Coin Clear does not guarantee that we will raise your limits.

APPENDIX 3: E-SIGN DISCLOSURE AND CONSENT

This policy describes how Coin Clear delivers communications to you electronically. We may amend this policy at any time by providing a revised version on our website. The revised version will be effective at the time we post it. We will provide you with prior notice of any material changes via our website.

Electronic Delivery of Communications

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Coin Clear Account and your use of Coin Clear Services. Communications include:

- Terms of use and policies you agree to (e.g., the Coin Clear User Agreement and Privacy Policy), including updates to these agreements or policies;

- Account details, history, transaction receipts, confirmations, and any other Account or transaction information;

- Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and

- Responses to claims or customer support inquiries filed in connection with your Account.

We will provide these Communications to you by posting them on the Coin Clear website, emailing them to you at the primary email address listed in your Coin Clear profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.

Hardware and Software Requirements

In order to access and retain electronic Communications, you will need the following computer hardware and software:

- A device with an Internet connection;

- A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;

- A valid email address (your primary email address on file with Coin Clear); and

- Sufficient storage space to save past Communications or an installed printer to print them.

How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by contacting us at support@coinclear.io . If you fail to provide or if you withdraw your consent to receive Communications electronically, Coin Clear reserves the right to immediately close your Account or charge you additional fees for paper copies.

It is your responsibility to provide us with a true, accurate and complete e-mail address and your contact information, and to keep such information up to date. You understand and agree that if Coin Clear sends you an electronic communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Coin Clear will be deemed to have provided the Communication to you.

You may update your information by logging into your account and visiting settings or by contacting our support team at support@coinclear.io.

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