This User Agreement (“Agreement” or “Terms”) is between you (“you,” “your,” or “User”) and CoinBeam, Inc. (“CoinBeam,” “us,” “we,” “our,”, or the “Company”). This Agreement between you and CoinBeam governs your use of the services provided by CoinBeam described below and such other services that may be offered by CoinBeam from time to time (“CoinBeam Services” or “Services”). By signing up to use a CoinBeam account or services through the CoinBeam website, CoinBeam’s mobile application, or any other CoinBeam website or application (collectively the “CoinBeam Site” or “Sites”), you agree that have read, understood, and accept all of the terms and conditions contained in this Agreement.
By using CoinBeam’s Site and/or completing the sign-up process, you are entering into a binding contract with us and shall be deemed to have expressly read, understood, and agreed to be bound by these terms.
You understand that CoinBeam is not acting as a financial advisor, and you must not regard CoinBeam as acting in such capacity. You should consult a professional advisor before entering into any transaction.
The following terms, when used in this Agreement, shall have the meaning(s) described below.
“CoinBeam Account” means a user account accessible via the Services where Funds may be stored by CoinBeam on behalf of a user.
“Digital Assets” means any digital asset (including a virtual currency or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network. It includes but is not limited to tokens, cryptocurrencies and other crypto or blockchain-based digital assets.
“Digital Asset Conversion” means a Digital Asset conversion service under which you may convert Digital Asset into other Digital Asset(s).
“Digital Asset Transfer” means a Digital Asset transfer service under which you may transfer any Digital Asset to another recipient, which may be the Digital Asset Wallet of another user of the CoinBeam Services or an external recipient.
“External Account” means any account other than your CoinBeam Account of which you are the beneficial owner. This includes but is not limited to, payment service accounts, deposit or checking accounts maintained by financial institutions, or Digital Asset Accounts, for which you are the owner.
“Funds” means Digital Asset and/or Legal Tender.
“Instruction” means a direction or order given by you to CoinBeam regarding transactions in your Wallet.
“Legal Tender” means any national currency, such as U.S. dollars, that may be used in connection with a purchase or sale of Digital Assets via the Services and does not include any Digital Asset.
“PIN” means the numeric password chosen by the User to unlock their Wallet.
“Wallet” means a software program which interacts with various blockchain networks to generate and manage sets of private pins, configure transactions, and monitor their balance.
You represent and warrant that you: (a) are of legal age to form a binding contract (at least 18 years old in the U.S.); (b) have not previously been suspended or removed from using our Services; (c) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party; (d) are not located in, under the control of, or a national or resident of any Restricted Locations; (e) are not placed on the Commerce Department’s Denied Persons List; (f) will not use our Services if any applicable laws in your country prohibit you from doing so in accordance with these Terms; and (g) meet all eligibility requirements for the Services at the time of using any Services. CoinBeam, at its discretion, may refuse access to its Website or Services to certain people/entities and reserves the right to change these eligibility criteria at any time.
In order to engage in any trades via the Services, you must create a CoinBeam Account (“Account”) and provide any requested information. When you create a CoinBeam Account, you agree to: (a) create a strong password; (b) not share your password; (c) provide accurate and truthful information; (d) maintain and promptly update your CoinBeam Account information; (e) maintain the security of your CoinBeam Account by protecting your password and restricting access to your CoinBeam Account; (f) promptly notify us if you discover or otherwise suspect any security breaches related to your CoinBeam Account; and (g) take responsibility for all activities that occur under your CoinBeam Account and accept all risks of any authorized or unauthorized access to your CoinBeam Account, to the maximum extent permitted by law.
By using CoinBeam’s Services you represent, warrant, and covenant that any and all Digital Assets you transfer within your Wallet have been legally obtained and belong to you; you will not use CoinBeam’s Services to transmit or exchange Digital Assets that are directly or indirectly a result from any criminal or fraudulent activity; any Digital Assets used by you in connection with CoinBeam’s Services are owned by your or are validly authorized to carry out actions using such assets; you will not provide any false, inaccurate or misleading information while using CoinBeam’s Services; and you will not engage in any activity to defraud CoinBeam, other users of CoinBeam’s Services or any other person or entity.
If you are registering to use the Services on behalf of a legal entity, you represent and warranty that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf.
You are responsible for all activities that occur under your Account, or activities that occur with your Account credentials, whether or not you have knowledge of such activities. You are solely responsible for your conduct, tasks, and activities you undertake utilizing the CoinBeam Site or Services.
In order to keep the decentralization feature of blockchain and to protect the security of your digital Tokens, Company offers decentralized service which is largely different from the banking and financial institutions. Users acknowledge and accept that the Company shall not have any responsibility to (a) store consumer’s password or PIN; (b) recover consumer’s PIN or password; (c) freeze the Wallet; (d) report the loss of the Wallet; (e) recover the Wallet; or (f) rollback transactions.
You will not bypass, circumvent, or attempt to bypass or circumvent any measures that CoinBeam may use to prevent or restrict access to CoinBeam’s Services. Any use of CoinBeam’s Services other than as specifically authorized in these Terms, without prior written permission from CoinBeam, is strictly prohibited.
You agree that by signing up for an Account(s), accessing our website, using our Services, you are agreeing and accepting these Terms. If you do not agree with these Terms, you agree not to access or use our Services or establish an Account.
CoinBeam makes available to eligible users certain software services, including CoinBeam’s unhosted wallet application and browser extension (the “Wallet”). The Wallet enables users to (i) store locally on their own devices their Digital assets; (ii) link to decentralized applications, including, without limitation, decentralized applications, and decentralized exchanges; and (iii) from the App user interface, swap assets on a peer-to-peer basis. There is no fee to host your Digital Assets in our Wallet, however, SMS fees may apply. Be advised that CoinBeam does not pay interest on Digital Asset balances held in your account. CoinBeam is not a depository institution, and your Wallet is not a deposit account.
You accept that CoinBeam shall have no responsibility for verifying the identity of persons/entities to whom you may transfer Digital Assets using your Wallet. You must ensure that you have an adequate balance in your Wallet and/or gas to complete transactions before initiating a transaction. You acknowledge and agree that CoinBeam will not be liable for any failed transactions due to insufficient funds or gas associated with your Wallet.
All Digital Assets held in your Wallet are custodial assets held by CoinBeam for your benefit. Title to the Digital Assets held in your wallet will at all times remain with you and shall not transfer to CoinBeam. As the owner of Digital Assets in your Wallet, you shall bear all risk of loss of such Digital Assets. CoinBeam shall have no liability for Digital Asset fluctuations or loss. You control the Digital Assets held in your Wallet. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Digital Assets by sending it to a different blockchain address or External Account.
CoinBeam does not provide or offer insurance coverage to users. CoinBeam makes no representations or warranties about any valuation ascribed to the Digital Assets, which depend entirely on the opinions of third parties. CoinBeam shall have no liability for any fluctuations in the value of the Digital Assets. CoinBeam shall not be obliged to repurchase Digital Assets held in the CoinBeam Wallet nor to redeem such Digital Assets for cash. CoinBeam does not offer the users any returns or profits in connection with or arising from Digital Assets.
Digital Asset Transfers, Exchange, Buy and Sell
You may transfer any Digital Asset from your Digital Asset Wallet to a specified external address or to another CoinBeam Services user via the CoinBeam App or Website, with the exception of certain Digital Assets which are not supported in respect of Digital Asset Transfers, as determined by CoinBeam at its sole discretion, and subject to change from time to time.
CoinBeam processes all Digital Asset Transfers according to the Instructions received from you and does not guarantee the identity of any recipient. You should verify all transaction information prior to submitting Instructions for a Digital Asset Transfer to CoinBeam as the Digital Asset Transfer may not be cancelled or reversed once processed by CoinBeam unless CoinBeam decides at its sole discretion that the transaction should be cancelled or reversed and is technically capable of such cancellation or reversal. You acknowledge that you are responsible for ensuring the accuracy of any Instructions submitted to CoinBeam and that any errors may result in the irreversible loss of your Digital Asset.
You agree to have sufficient Digital Asset in the Digital Asset Wallet prior to instructing CoinBeam to effect any Digital Asset Transfer. If your Digital Asset in your Digital Asset Wallet is not sufficient to cover the amount required for CoinBeam to complete the Digital Asset Transfer, CoinBeam will not proceed to effect the Digital Asset Transfer and CoinBeam is under no obligation to attempt to fulfill your Digital Asset Transfer using an alternative method of transfer. You hereby authorize us to debit your Digital Asset Wallet(s) for the full amount required for CoinBeam to complete the Digital Asset Transfer.
On CoinBeam’s interface, you may exchange cryptocurrency, sell your Digital Assets, trade Digital Assets, or convert Digital Assets to fiat currency. You acknowledge that any purchase, sale, or exchange is facilitated by a third-party services provider, and we assume no liability in the event that you do not receive the stipulated amount of Digital Assets. You acknowledge that CoinBeam is not a provider of any exchange, purchase, or sale services itself and nearly facilitates access to a third-party network where you may conduct such exchanges, purchases, and sale. Only cryptocurrency to cryptocurrency transfers occur within your Wallet. Such networks are decentralized peer-to-peer networks run by independent third parties, which CoinBeam does not own, control, or operate and as such, you may incur fees from the use of those third-party networks. You are responsible for any related fees charged to you by any third-party networks.
We have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third-party. We are not responsible for ensuring that a third-party buyer or a seller you transact with will complete the transaction or is authorized to do so. You accept that CoinBeam shall have no responsibility for verifying the identity of persons/entities to whom you may transfer Digital Assets using CoinBeam’s Services and CoinBeam will not be liable for any loss or damages arising from your failure to comply with these Terms. If you experience a problem with any goods or services purchased from, or sold to, a third-party using Digital Assets transferred from your Digital Asset Wallet, or if you have a dispute with such third-party, you should resolve the dispute directly with that third-party.
Relationship between the Parties
You acknowledge and agree that CoinBeam is not acting as your broker, intermediary, agent, or advisor or in any fiduciary capacity and no communication or information provided to you by CoinBeam shall be considered or construed as advice. You further acknowledge that CoinBeam does not provide any financial, investment, business, accounting, tax, legal, or other advice to you. All transactions are executed based on your instruction and you are solely responsible for determining whether an investment, investment strategy, or transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance.
Transferring Funds to an External Account
You control the Digital Assets held in your CoinBeam Account. Provided that the balance of Funds in your CoinBeam Account is greater than any minimum balance requirements needed to satisfy any of your open positions, you may, at any time, subject to outages, downtime, or other applicable policies and restrictions, withdraw your Digital Assets by transferring them to an External Account or other digital wallet. All deposits and withdrawals may be subject to limits. All limits, if any, will be displayed in your CoinBeam account. CoinBeam may charge a fee on certain withdrawal methods if applicable. All such fees will be clearly displayed in your CoinBeam Account.
In some cases, the External Account may be unavailable to receive your Funds. You agree you will not hold CoinBeam liable for any damages resulting from such rejected transactions.
Account Termination, Suspension or Restriction
We reserve the right to suspend, restrict or terminate your account if you provide inaccurate, untrue, or incomplete information, if you fail to comply with this Agreement, if you are no longer eligible to use our Services, or if you fail to comply with the account registration requirements. We may suspend, restrict, or terminate your access to and use of the CoinBeam Site or Services at any time, for any reason, in our sole and absolute discretion. Under no circumstances shall CoinBeam or any Indemnified Persons (defined below) be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity due to any such termination, suspension, or restriction of access to any Account(s) or Services.
If you have a remaining balance in your Account which has been suspended or closed, you are entitled to recover such Digital Assets from your Wallet unless we are prohibited by law or a court order to release such Digital Assets, respectively, or where we have reasonable grounds to suspect that such Digital Assets were obtained through fraud or any unlawful means or connected with any criminal activities.
PIN and Password
You are solely responsible for the retention and security of your mobile device, PIN, and password. If you forget your password, you may reset your password using the e-mail address provided to CoinBeam in your Account. Anyone who knows your PIN or has access to your e-mail address and/or your mobile device, can access, transfer, or spend your cryptocurrency. You bear sole responsibility for any loss of your Digital Assets due to failure to retain and/or secure your mobile device, PIN, and password.
CoinBeam does not collect or hold your PIN or password and CoinBeam cannot access your Wallet. CoinBeam cannot reset passwords or PIN numbers and cannot reverse transactions. You are solely responsible for your use of CoinBeam’s Services, including, without limitation, for storing, backing up, and maintaining the confidentiality of your PIN, passwords, and information, and for the security of any transactions you perform using CoinBeam’s Services. You expressly relieve, release, and indemnify CoinBeam from and against any and all liability and/or loss arising from your use of CoinBeam’s Services.
Daily Transaction Limit and Minimum Balance Requirements
CoinBeam currently does not have a transaction limit or a minimum balance requirement. This is subject to change at any time within the discretion of CoinBeam. If CoinBeam sets a transaction limit or minimum balance requirement, it will alert all Users through the e-mail address provided on their Accounts.
You are solely responsible for accurately entering any Instruction. CoinBeam is not obligated to verify the accuracy or completeness of any such information or Instruction, for monitoring, or refusing to process duplicate Instructions. Your Instructions are irrevocable, unconditional, and are binding on you, and such Instructions may be acted or relied upon by us irrespective of any other circumstances. As such, once you give any Instruction, you have no right to rescind or withdraw such Instruction without our written consent.
CoinBeam has no obligation to verify the identity or authority of any person giving any Instruction and the authenticity of such Instruction. Under no circumstances shall any of the Indemnified Persons (defined below) be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs suffered by you or any other person or entity, arising from any of the Indemnified Persons relying or acting upon any Instruction which is given or purported to be given by you regardless of the circumstances prevailing at the time of such Instruction, the nature of the arrangement, services, or transaction made pursuant to such Instruction or the amount of money involved or notwithstanding any error, misunderstanding, fraud, forgery, lack of clarity, or authorization in the terms of such Instruction.
You acknowledge and agree that CoinBeam may, in its sole and absolute discretion, refuse to act upon or defer acting upon any Instruction, or seek further information with respect to the Instruction. Under no circumstances shall any of the Indemnified Persons (defined below) be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity, arising from or in connection with any of the Indemnified Persons’ refusal or delay in acting upon any Instruction.
We may charge fees for some or part of the Services that are made available to you. A 0.1% transaction fee will apply along with any associated network costs and SMS costs. We reserve the right to change those fees at any time, in our sole and absolute discretion. We will disclose the amount of fees we will charge you for our Services at the time that you access the Service.
Information regarding your past transaction(s) (“Transaction History”) will be made available on CoinBeam’s application. Your Transaction History will contain your trading activity on CoinBeam’s Services. We will use commercially reasonably efforts to ensure the information continued in your Transaction History is reasonably accurate and reliable. It is your sole responsibility to review your Transaction History and any notices of communications sent by us.
SMS Considerations and Agreement
You understand that your wireless service provider(s) may charge you for each text message, including any error message, that is sent and/or received in connection with CoinBeam’s Services. It is recommended that you consult with your wireless service provider’s pricing plan for any applicable details. By using CoinBeam’s Services, you are solely responsible for any wireless charges.
Risks in Digital Assets
The prices of Digital Assets fluctuate, sometimes dramatically. The price of a Digital Asset may increase or decrease resulting in potential losses. Since Digital Assets are not legal tender and are not backed by physical assets, they are not backed by any government. You are aware that legislative and regulatory changes or actions may adversely affect the use, transfer, trade, and value of the Digital Assets. Transactions in Digital Assets may be irreversible and as such, losses due to fraudulent or accidental transactions may not be recoverable. The value of Digital Assets may be derived from or influenced by the continued willingness of market participants to trade fiat currencies for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset disappear. Digital Assets blockchains may become congested or become nonoperational because of attacks, bugs, or other unforeseeable reasons.
The risk of loss in holding Digital Assets can be substantial. You should carefully consider whether holding Digital assets is suitable for you in light of your personal financial situation. In considering whether to hold Digital Assets, you should be aware that the price or value of Digital Assets can change rapidly and decrease in value rapidly and could potentially fall to a zero balance.
We are not responsible for the market of Digital Assets, and we make no representations or warranties concerning the real or perceived value of Digital Assets as denominated in any quoted currency. Although we may provide historical and/or real-time data regarding the price of Digital Assets, including graphs displayed on our website showing the price fluctuations of Digital Assets, such data or graphs are for reference only. We make no representations regarding the quality, suitability, veracity, usefulness, accuracy, or completeness of such data or graphs, and you should not rely on such data or graphs for any reason whatsoever. You understand and acknowledge that the value of Digital Assets can be volatile, and you agree that we are not in any way responsible or liable for any losses you may incur by holding or trading Digital Assets, even if the CoinBeam Services were delayed, suspended, or interrupted for any reason.
Internet Transmission Risks
You acknowledge that there are risks associated with utilizing an Internet-based system including, but not limited to, the failure of hardware, software, and Internet connections. You acknowledge that CoinBeam shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when trading via the Services, however caused. The nature of Digital Assets may lead to an increased risk of cyberattacks and fraud which could mean that you may experience technological difficulties which could prevent access to, or the use of your Digital Assets.
If you suspect that your CoinBeam Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or CoinBeam (“Security Breach”), you must notify CoinBeam immediately at firstname.lastname@example.org and provide accurate and up to date information throughout the duration of the Security Breach. CoinBeam will not reimburse you for any losses suffered as a result of a Security Breach or be liable for any losses incurred as a result of the Security Breach.
Taxes & Regulatory Approvals
It is your sole responsibility to determine whether, and to what extent, any taxes or regulatory (including exchange control) approvals apply to any transactions you conduct through CoinBeam or using the CoinBeam Services. CoinBeam is not responsible for any taxes or regulatory approvals that you may be legally obligated to pay or obtain in any jurisdiction in which such taxes or regulations are incurred or arise. You agree that CoinBeam is not responsible for determining whether taxes or regulatory approvals apply to you or for collecting, reporting, withholding, or remitting any taxes or seeking any regulatory approvals arising from any virtual currency transactions. We suggest you analyze the tax enforcement with your accounting advisors. It is your responsibility to collect, report, and remit the correct tax to the appropriate tax authority.
Digital Asset Delisting
From time to time and in our sole and absolute discretion, we may remove one or more Digital Assets from our platform such that you will no longer be able to access such Digital Assets and will no longer be able to maintain balances in such Digital Assets or make deposits or withdrawal thereof, in each case with immediate effect for any reason or no reason whatsoever, including, without limitation, where we are required to do so by any applicable law or regulation (including, without limitation, any U.S. federal or state securities laws), or any court or authority to which we are subject in any jurisdictions. You hereby acknowledge and consent to our ability to take such delisting actions, including, without limitations, to cancel your outstanding instructions for delisted Digital Assets and require you to remove delisted Digital Assets within a reasonable period of time, beyond which you will no longer be able to access the delisted Digital Assets. Under no circumstances shall any of the Indemnified Persons (defined below) be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages or costs suffered by you or any other person or entity, due to any of the Indemnified Person’s action or inaction in accordance with these Terms.
Amendments of these Terms
This Agreement may be amended or modified at any time by posting the revised agreement on the CoinBeam Website or CoinBeam application. A copy of the amended Agreement will be provided to you via the e-mail address provided in your Account (“Revised Agreement”). The Revised Agreement will be effective as soon as it is posted and will apply at the time it is posted. Your continued use of the CoinBeam Site will constitute the acceptance of such Revised Agreement. If you do not agree with this User Agreement or with any Revised Agreement, you must terminate your use of CoinBeam’s Services and close your Account.
If CoinBeam is unable to contact you after several years of nonuse of our Services, CoinBeam may be required to report CoinBeam’s holding of such Digital Assets as unclaimed property to the authorities of certain jurisdictions. CoinBeam will make all efforts to locate you at the address recorded in your account, but if we are unable to locate you, we may be required to submit the Digital Assets to the authorities in certain jurisdictions as unclaimed Property. We reserve the right to deduct administrative charges and/or a dormancy law as permitted by applicable laws and regulations.
Discontinuation of Services
CoinBeam may, in its sole discretion and without cost to you, with or without prior notice, and at any time, modify or discontinue, temporarily or permanently, any portion of CoinBeam’s Services. You are solely responsible for storing outside of the CoinBeam Service a backup of any wallet address that you maintain in your Wallet. Such a backup will allow you to fully restore your Wallet at any time without cost or loss of your Digital Assets. If you do not maintain a backup of your wallet data outside of any CoinBeam Services, you will not be able to access the Digital Assets associated with your Wallet. CoinBeam shall not be held responsible or liable for any loss of Digital Assets in the event that CoinBeam discontinues or depreciates any CoinBeam Service.
You may terminate your Account(s) at any time by following the account termination procedures as prescribed by CoinBeam. You will not be charged for terminating your Account(s), although you will be required to pay any outstanding amounts owed to us. If, at the time of the submission of your Account closure request, your Account has any outstanding or ongoing obligations, commitments or activities or any amount due to CoinBeam, you agree that CoinBeam shall not be obliged to process such closure request until all such obligations, activities or commitments have been discharged or expired.
Updating Contact Information
It is your responsibility to keep your contact information (including email address and mobile phone number) on file with CoinBeam up to date so that CoinBeam may communicate with you electronically. You understand and agree that if CoinBeam sends you electronic communication but you do not receive it because your email address or mobile phone number on file is incorrect or out of date, our ability to contact you at the email address and/or mobile phone number is blocked by your service provider, or you are otherwise unable to receive electronic communications, CoinBeam will be deemed to have provided the communication to you whether or not you actually received the communication. If you use spam filters that block or re-route emails from senders that are not listed in your e-mail address contacts, you must add CoinBeam to your contacts so that you will be able to receive the communications CoinBeam sends you. If your email address or mobile phone number become invalid such that electronic communications sent to you by CoinBeam are returned, CoinBeam may deem your account to be inactive, and you may not be able to complete any transactions via our Service until we receive a valid working email address and/or mobile phone number from you.
Although we intend to provide accurate and timely information on the Sites, the Sites 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 as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, agreements, products, and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Sites are your sole responsibility and we shall have no liability for any such decisions.
We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code 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 CoinBeam. Always log into your CoinBeam Account(s) through the CoinBeam Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
You will indemnify, defend and hold CoinBeam and its affiliates harmless along with its respective officers, directors, employees, agents and representatives (“Indemnified Persons”) from and against any claims, disputes, demands, liabilities, damages, losses, costs and expenses, including but not limited to reasonable legal and accounting fees, arising out of or relating to, or in any way connected with (i) your access to or use of the CoinBeam Site, Services or content, (ii) your user content, or (iii) your violation of these terms. CoinBeam does not guarantee the value of a particular Digital Asset as they are always changing, and the Digital Assets could become valueless.
If you have a dispute with one or more users of the CoinBeam Services, you release CoinBeam, its affiliates and service 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 CoinBeam, its affiliates and service providers, and each of its respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorney’s 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.
Limitation of Liability
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, significant market volatility, 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, pandemic, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
Relationship of the Parties
CoinBeam is an independent contractor for all purposes. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and CoinBeam or authorize you to act as an agent of CoinBeam.
The Services are provided on an “AS IS” and “AS AVAILABLE” basis without any representation or warranty, whether express or implied, to the maximum extent permitted by applicable law: specifically, we disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any representations or warranties that access to the sites, the platform, any of your accounts, your Wallet, the Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free. We will make reasonable efforts to ensure that transactions on the platform are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete processing which Is dependent upon many factors outside of CoinBeam’s control.
No Liability for Breach
We are not liable for any breach of this Agreement or any agreement entered into pursuant to, or in connection with, these Terms where the breach is due to abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all effects to the contrary, nor are we liable where the breach is due to any action or inaction which is necessary or desirable in order to comply with any laws, rules, or regulations.
Unless otherwise indicated in this Agreement, all copyright and other intellectual property rights in all information, data, text, images, link, sounds, graphics, videos, and other material contained on our website or other such mode of access or provided in connection with the Services, including, without limitation, our logo and all of our designs, information, data, text, images, links, sounds, graphics, videos, other materials, and the selection and arrangement therefore (collectively “Materials”) are CoinBeam’s, its licensors, or suppliers property and are protected by U.S. and international copyright laws and other intellectual property rights laws. We hereby grant you a limited, nonexclusive, and non-sublicensable license to access and use the Materials for your commercial, personal, or internal business uses. Such license is subject to this Agreement and does not permit (1) the resale of the Materials; (2) the distribution, public performance, or public display of any Materials; (3) the modification or derivative uses of the Materials; and (4) the use of the Materials other than for their intended purposes. The license granted herein automatically terminates if we suspend or terminate your access to the Services.
This Agreement (including any documents, materials, or information incorporated by reference herein) is personal to you and you are not permitted to novate, transfer, or assign your rights, interests, liabilities, and/or obligations to anyone else without our prior written consent. However, you hereby acknowledge and agree that we shall have sole and absolute discretion to novate, transfer, or assign this Agreement (including any documents, materials, or information incorporated by reference herein) or any of our rights, interests, liabilities, and/or obligations at any time to anyone else, including, without limitation, in connection with any merger, acquisition, or other corporate reorganization involving CoinBeam.
Clause headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of these terms.
Customer Feedback, Complaints, Queries
If you have feedback, or general questions contact us via our helpdesk at email@example.com. If you have a complaint against CoinBeam, you agree to first contact CoinBeam’s helpdesk to attempt to resolve any such dispute amicable with the support team. If a resolution cannot be reached, you agree to file a formal dispute as outlined below prior to filing Arbitration.
In the event that the dispute is not resolved through your contact with CoinBeam support, you agree, prior to filing an Arbitration claim against CoinBeam, to resolve the dispute by filing a formal dispute by contacting CoinBeam at firstname.lastname@example.org. The party that provides the notice of the actual or potential dispute will include in the notice (“Notice of Dispute”) the name of the User, the notifying party’s contact information for nay communications relating to such dispute (including for the notifying party’s legal counsel if they are represented by counsel in connection with such dispute), and sufficient details regarding such dispute. If a dispute is not resolved within thirty (30) days after the Notice of Dispute is sent, the notifying party may initiate an arbitration proceeding as described below.
If a User purports to initiate arbitration without first proving a Notice of Dispute and otherwise complying with all of their obligations under the preceding paragraph, then, notwithstanding any other provision of this Agreement, the arbitrator(s) will promptly dismiss the claim with prejudice and will awarded the other party all of its costs and expenses (including, without limitation, reasonable attorney’s fees) incurred in connection with such dispute.
You agree that any dispute or controversy arising out of or relating to these Terms shall be settled through binding arbitration on an individual basis. Arbitration shall be conducted in accordance with the rules of the American Arbitration Association (“AAA”). The arbitration shall: (1) be conducted by a single, neutral arbitrator in the English language; and (2) take place in the courts of New York. The AAA rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by electronic mail to both Kevin Perkins and Jeroen van Rotterdam (“Notice”). CoinBeam’s electronic mail addresses for providing Notice are email@example.com and firstname.lastname@example.org. The Notice must: (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within thirty (30) days after the Notice is received, you or CoinBeam may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or CoinBeam shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.
Class Action Waiver
To the extent permitted by law, all claims must be brought in a party’s individual capacity, and not as a plaintiff or class member in any purported class, collective action, or representative proceeding. Unless both you and CoinBeam agree, no arbitrator or Judge may consolidate more than one person’s claim or engage in any class arbitration. By agreeing to this Agreement, you acknowledge that you and CoinBeam each waive the right to: (a) a jury trial and (2) participate in a class action. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
You and CoinBeam agree that all claims and disputes, including statutory claims and disputes, arising out of, or relating to CoinBeam’s Services, including the Terms, shall be governed in all respects by the substantive law of the state of New York, without regard to its conflict of law principles. Where not precluded by applicable law, you and CoinBeam hereby consent to submit to the jurisdiction of the federal and state courts sitting in the state of New York for any actions, suits, or proceeding arising out of or relating to the Agreement, including the Terms, that are not subject to the Arbitration Agreement.
Entire Agreement, No Waiver & Severability