Software Service Agreement
This Software as a Service Agreement (this "Agreement"), revised as of March 3, 2020 (the "Effective Date"), is by and between COINLOCK LLC, a Cayman Islands Limited Liability Company, ("Provider") and You ("Customer"). Provider and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."
WHEREAS, Provider provides access to certain Services to its customers; and
WHEREAS, Customer desires to access the Services, and Provider desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
- "Authorized User" means specifically the Customer who is authorized by Provider to access and use the Services under the rights granted pursuant to this Agreement and after undergoing know-your-customer vetting by Provider.
- "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
- "Documentation" means Provider's user manuals, FAQ, videos, handbooks, and/or guides relating to the Services provided by Provider to Customer electronically or in the end user documentation relating to the Services available at https://coinlock.com/ and/or https://matchengine.coinlock.com/.
- "Provider IP" means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services, but does not include Customer Data.
- "Services" means the software-as-a-service offering described in Exhibit
- Access and Use.
- Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer, if it becomes an Authorized User, a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 12(g)) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.
- Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any person or entity to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
- Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
- Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer's and any Authorized End User's access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer's or any Authorized End User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer, or any Authorized End User, is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Provider's provision of the Services to Customer or any Authorized End User is prohibited by applicable law; or (F) it is in the best interests of the Provider to enact a suspension with no further explanation necessary; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
- Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
- Access to Personal LOCK and Integrated Crypto Wallets. In certain situations your ability to access, conduct cryptocurrency transactions, or start trades using cryptocurrency held in your wallets may be limited or restricted. This limitation may be applied specifically to your account in order to safeguard cryptocurrency stored in your wallet when we: suspect a third party has gained unauthorized access to your account; if we suspect you of engaging in or being involved in fraudulent or illegal activity; if there is a technical concern (whether specifically or generally) affecting accounts; or if we are provided with valid legal request from an authority. This limitation may be applied generally to all users or a subset of our users during service outages or maintenance outages of the website; during cryptocurrency hardforks or other situations where we believe there is a high risk to your cryptocurrency balance. In the event that we limit access to your wallet we aim to remove the limitation as soon as possible once the reasons for the suspension or termination no longer exist. We will normally give you a notice of any limitation of access to your wallet but we may, if it is reasonable to do so (for example we consider it advisable for security reasons), limit or restrict access to your wallet without prior notice. You acknowledge that our decision to limit or restrict access to your wallet may be based on confidential criteria that are essential to our risk management and security protocols and that we are under no obligation to disclose the details of our risk management and security procedures to you. Furthermore, integrated crypto wallets on the platform, using third party services such as BitGo, are subject to any and all restrictions, limitations, and terms found at the third party's website. For further information, see Section 3(b) of this Agreement.
- Allowed Jurisdictions. To use services provided by Coinlock you may need to fulfil certain legal obligations in your country and/or state of residence. By accepting these terms and service you confirm that you have reviewed your local laws and regulations and that you are aware of, and fulfill, any and all such obligations. The Services are controlled and offered by Provider from the Cayman Islands. Provider makes no representations that the Services are appropriate or available for use in other countries. Coinlock does not offer the use of its Services in certain jurisdictions, and in other jurisdictions only offers limited use of its Services. By accepting this Agreement you confirm that you are not a resident or governed by the laws and regulations of Afghanistan, Algeria, Bangladesh, Bolivia, Pakistan, Republic of Macedonia, Saudi Arabia, Vanuatu, Vietnam, Morocco, Egypt, Zambia, India, Nepal, China, American Samoa, Qatar, the Balkans, Belarus, Burma, Cote D'Ivoire, Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea, Sudan, Syria, or Zimbabwe. Furthermore, the Provider reserves the right to restrict or deny access to individuals residing in or governed by the laws and regulations of the following jurisdictions: Russia, Ecuador, Colombia, Guyana, Lao PDR, Uganda, Yemen, Ethiopia, Sri Lanka, Trinidad and Tobago, Tunisia, Pakistan, the Bahamas, Botswana, Cambodia, Ghana, Iceland, Mongolia, and Panama.
- General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of unauthorized users, and any act or omission by an unauthorized user that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all unauthorized users aware of this Agreement's provisions as applicable to such unauthorized user's use of the Services, and shall cause unauthorized users to comply with such provisions and cease using the Services.
- Third-Party Products. Provider may from time to time make use of or integrate Third-Party Products to provide enhanced services to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products, or the Provider's features and services integrating such Third-Party Products.
- Service Levels and
- Service Levels. Provider is under no obligation to make the Services available to Customer.
- Support. This Agreement does not entitle Customer to any support for the Services.
- Fees and Payment.
- Fees. Customer shall pay Provider the fees ("Fees") without offset or deduction. Customer shall make all payments hereunder in Lock Coins immediately at the time they are incurred. Customer grants Provider the right to deduct fees from any balances or trades Customer has stored with Provider in their accounts, whether in Lock Coin, Bitcoin, or any other cryptocurrency. If Customer fails to make any payment when due, without limiting Provider's other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for fifteen (15) days or more, Provider may suspend Customer's access to any portion or all of the Services until such amounts are paid in full.
- Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.
- Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two (2) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Provider may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer's records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Provider with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a). Customer shall pay for the costs of the audit if the audit determines that Customer's underpayment equals or exceeds ten percent (10%) for any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two (2) years after the termination or expiration of this Agreement.
- Trading Costs. Customer agrees to use twenty-percent (20%) of the gains attained from any leverage position to purchase Lock Coin at the time the trade is closed, whether the trade is closed by the Customer or its trading partner. Customer also agrees to pay to Provider a transaction fee of 2.9% on the total value of each sale of Customer's own Lock Coin on the MatchEngine.
- Confidential Information.
From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
- Intellectual Property Ownership; Feedback..
- Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
- Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
- Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.
- Warranty Disclaimer.
- THE PROVIDER IP IS PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
- Provider Indemnification.
- Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights, patents, copyrights, or trade secrets, provided that Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim.
- If such a claim is made or appears possible, Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
- This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; or (C) Customer Data ; or (D) Third-Party Products.
- Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider against all claims, liability, damages, losses, costs and expenses, including legal fees, suffered by us and arising out of or related to any breach of this Agreement by you or any other liabilities incurred by us arising out of your use of the services, or use by any other person accessing the services using your user account, device or internet access account; or your violation of any law or rights of any third party.
- Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
- Provider Indemnification.
- Limitations of Liability.
- IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. FURTHERMORE, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITES OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
- Term and Termination.
- Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect. This Agreement will automatically renew Unless earlier terminated pursuant to this Agreement's express provisions (each a "Renewal Term" and together with the Initial Term, the "Term").
- Termination. In addition to any other express termination right set forth in this Agreement:
- Provider may terminate this Agreement, effective on written notice to Customer, which "written notice" may include via email to Customer's designated email account, at any time;
- Provider may terminate this Agreement, effective on written notice to the Customer, if the Customer materially breaches this Agreement; or
- Provider may terminate this Agreement, effective immediately upon written notice to the Customer, if the Provider or Customer: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
- Customer may terminate this Agreement, effective on written notice to Provider, at any time by concluding any outstanding trades and other obligations, and withdrawing any remaining balances from your web wallets and deleting your account.
- Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and, without limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all fees or costs that may have become due before such expiration or termination, or entitle Customer to any refund.
- Survival. This Section 11(d) and Sections 1, 5, 6, 7, 8(b), 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
- Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
- Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or email, (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
- Force Majeure. In no event shall Provider be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
- Amendment and Modification; Waiver. Provider may revise and update this Agreement from time to time in its sole discretion. All changes are effective immediately when posted on any of Provider's Websites, and apply to all access to and use of the services covered hereunder thereafter. Your continued use of the services following the posting of a revised Software Service Agreement means that you accept and agree to the changes. You are expected to read the Agreement each time you access the Websites so you are aware of any changes, as they are binding on you. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
- Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the Cayman Islands without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Cayman Islands. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the courts of the Cayman Islands, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
- Assignment. Provider may transfer or assign its rights and duties under this Agreement to any party at any time without notice to Customer. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
- Export Regulation. The Services utilize software and technology that may be subject to international export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available.
- Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
- Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement.
- GENERAL DESCRIPTION OF SERVICES: ACCESS TO THE WEBSITE HTTPS://WWW.COINLOCK.COM AND ALL OF ITS PLATFORM OPTIONS AS THEY MAY BE ADDED OR AMENDED FROM TIME TO TIME, INCLUDING HTTPS://MATCHENGINE.COINLOCK.COM/.
- SPECIFIC DESCRIPTION OF SERVICES: Coinlock is a peer-to-peer platform service that enables Customers who are Authorized Users to enter into trading positions with other similarly situated Customers. Customers can also use the platform to create orders where they offer to buy or sell trading positions of various cryptocurrencies. Other Customers can agree to complete the trades online and Coinlock algorithmically matches users together to simplify this process. In order for Customers to trade they must store adequate funds into their account web wallets from where the cryptocurrency is transferred. All trades on the site are conducted between Customers of the Service. Provider may help to resolve disputes between Customers, but is not itself a party of any trades or transactions conducted by its Customers.
Last Modified: March 3, 2020
The Websites are offered and available to users who are eighteen (18) years of age or older. By using the Websites, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. You also represent you are not a resident or governed by the laws and regulations of the following jurisdictions: Afghanistan, Algeria, Bangladesh, Bolivia, Pakistan, Republic of Macedonia, Saudi Arabia, Vanuatu, Vietnam, Morocco, Egypt, Zambia, India, Nepal, China, American Samoa, Qatar, the Balkans, Belarus, Burma, Cote D'Ivoire, Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea, Sudan, Syria, or Zimbabwe. If you do not meet all of these requirements, you must not access or use the Websites. Furthermore, the Company reserves the right to restrict or deny access to individuals residing in or governed by the laws and regulations of the following jurisdictions: Russia, Ecuador, Colombia, Guyana, Lao PDR, Uganda, Yemen, Ethiopia, Sri Lanka, Trinidad and Tobago, Tunisia, Pakistan, the Bahamas, Botswana, Cambodia, Ghana, Iceland, Mongolia, and Panama.
Accessing the Websites and Account Security
We reserve the right to withdraw or amend the Websites, and any service or material we provide on the Websites, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Websites are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Websites, or the entire Websites, to users, including registered users.
You are responsible for:
- Making all arrangements necessary for you to have access to the Websites.
If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Websites or portions of them using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
Intellectual Property Rights
The Websites and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your Web browser for display enhancement purposes.
- You may print one copy of a reasonable number of pages of the Websites for your own personal, non-commercial use and not for further reproduction, publication or distribution.
- If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
- If we provide social media features with certain content, you may take such actions as are enabled by such features.
You must not:
- Modify copies of any materials from the sites.
- Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
- Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the sites.
You must not access or use for any commercial purposes any part of the Websites or any services or materials available through the Websites.
If you wish to make any use of material on the Websites other than that set out in this section, please address your request to: [email protected]
The Company name, the terms LOCKCOIN, MATCHENGINE, COINLOCK, and various iterations of the foregoing, the Company logo, and all related names, logos, product and service names, designs and slogans are trademarks and/or copyrights of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Websites are the trademarks of their respective owners.
- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from other countries).
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
- To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
- To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Websites, or which, as determined by us, may harm the Company or users of the Websites or expose them to liability.
Additionally, you agree not to:
- Use the Websites in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Websites, including their ability to engage in real time activities through the Websites.
- Use any robot, spider or other automatic device, process or means to access the Websites for any purpose, including monitoring or copying any of the material on the Websites.
- Use any manual process to monitor or copy any of the material on the Websites or for any other unauthorized purpose without our prior written consent.
- Use any device, software or routine that interferes with the proper working of the Websites.
- Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Websites, the server(s) on which the Websites are stored, or any server, computer or database connected to the Websites.
- Attack the Websites via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Websites.
The Websites may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Websites.
Any User Contribution you post to the sites will be considered non-confidential and non-proprietary. By providing any User Contribution on the Websites, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that:
- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.
We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Websites.
Monitoring and Enforcement; Termination
We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Websites.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Websites. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review all material before it is posted on the Websites, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote or assist any unlawful act.
- Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
If you believe that any User Contributions violate your copyright, please contact us at [email protected] for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.
Reliance on Information Posted
The information presented on or through the Websites is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. This includes, but is not limited to, price quotes and trading tools provided for the user's convenience. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Websites, or by anyone who may be informed of any of its contents.
The Websites may include content provided by third parties, including materials provided by other users, traders posting predictions and the like, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Changes to the Websites
We may update the content on these Websites from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Websites may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Websites
Online Purchases and Other Terms and Conditions
Linking to the Websites and Social Media Features
You may link to our homepages, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.
The Websites may provide certain social media features that enable you to:
- Link from your own or certain third-party websites to certain content on the Websites.
- Provide affiliate marketing links that enable you to recruit others to the website and reap rewards.
- Send e-mails or other communications with certain content, or links to certain content, on the Websites.
- Cause limited portions of content on the Websites to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
- Establish a link from any website that is not owned by you.
- Cause the Websites or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
- Link to any part of the Websites other than the homepage.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
Links from the Websites
If the Websites contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Websites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
The owner of the Websites is based in the Cayman Islands. We provide the Websites for use by persons located abroad. However, we make no claims that the Websites or any of its content is accessible or appropriate outside of the Cayman Islands. Access to the Websites may not be legal by certain persons or in certain countries. If you access the Websites from outside the Cayman Islands, you do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Websites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITES, THEIR CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES IS AT YOUR OWN RISK. THE WEBSITES, THEIR CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITES, THEIR CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITES OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.Limitation on Liability
IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. FURTHERMORE, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITES OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
Governing Law and Jurisdiction
Limitation on Time to File Claims
Waiver and Severability
Your Comments and Concerns
All notices of copyright infringement claims should be sent to [email protected] in the manner and by the means set forth therein.
All other feedback, comments, requests for technical support and other communications relating to the Website should be similarly directed to [email protected]
Last modified: March 3, 2020
COINLOCK LLC ("Company" or "We") respects your privacy and is committed to protecting it through our compliance with this policy.
This policy describes the types of information we may collect from you or that you may provide when you visit the website https://matchengine.coinlock.com/ and/or https://coinlock.com/ (our "Websites") and our practices for collecting, using, maintaining, protecting, and disclosing that information.
This policy applies to information we collect:
- On our Websites.
- In email, text, and other electronic messages between you and our Websites.
- Through mobile and desktop applications you download from our Websites, which provide dedicated non-browser-based interaction between you and our Websites.
- When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.
It does not apply to information collected by:
- us offline or through any other means, including on any other websites operated by Company or any third party (including our affiliates and subsidiaries); or
- any third party (including our affiliates and subsidiaries), including through any application or content (including advertising) that may link to or be accessible from or on the Websites.
Children Under the Age of 13
Our Websites are not intended for children under 13 years of age. No one under age 13 may provide any personal information to or on our Websites. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information on our Websites or on or through any of their features or register on our Websites, make any purchases through our Websites, use any of the interactive or public comment features of our Websites or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at [email protected]
Information We Collect About You and How We Collect It
We collect several types of information from and about users of our Websites, including information:
- by which you may be personally identified, such as name, postal address, passport information, utility bills, banking statements, letters of reference, e-mail address, telephone number, or any other identifier by which your identity may be verified and you may be contacted online or offline ("personal information");
- that is about you but individually does not identify you; and/or
- about your internet connection, the equipment you use to access our Websites and usage details.
We collect this information:
- Directly from you when you provide it to us.
- Automatically as you navigate through the site. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies.
- From third parties, for example, our business partners.
Information You Provide to Us. The information we collect on or through our Websites may include:
- Information that you provide by filling in forms on our Websites. This includes information provided at the time of registering to use our Websites, subscribing to our service, posting material, or requesting further services. We may also ask you for information when you enter a contest or promotion sponsored by us, and when you report a problem with our Websites.
- Information relating to your account registration. Registration data is required for you to use our Websites' services, and may include personal information, know-your-customer documentation, and any anti-money laundering queries (including enhanced due diligence on certain accounts and transactions).
- Records and copies of your correspondence (including email addresses), if you contact us.
- Your responses to surveys that we might ask you to complete for research purposes.
- Details of transactions you carry out through our Websites and of the fulfillment of your orders. You may be required to provide financial information before placing an order through our Websites.
- Your search queries on our Websites.
You also may provide information to be published or displayed (hereinafter, "posted") on public areas of our Websites, or transmitted to other users of our Websites or third parties (collectively, "User Contributions"). Your User Contributions are posted on and transmitted to others at your own risk. Although we limit access to certain pages, please be aware that no security measures are perfect or impenetrable. Additionally, we cannot control the actions of other users of our Websites with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.
Information We Collect Through Automatic Data Collection Technologies. As you navigate through and interact with our Websites, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:
- Details of your visits to our Websites, including traffic data, location data, logs, and other communication data and the resources that you access and use on our Websites.
- Information about your computer and internet connection, including your IP address, operating system, and browser type.
- Analytics data related to behavior statistics, business intelligence, and email campaigns.
- Technical data collected for technical, security, and/or fraud prevention reasons or for tracking errors.
- Trade data related to your trades conducted through our Websites, including trade ID, initiated trades, payment method, buyer and seller usernames, trade values in fiat or cryptocurrencies, cryptocurrency pricing, timestamps of trades, cryptocurrency transactions through online web wallets, and deposit and receipt wallet addresses.
The information we collect automatically is statistical data and does not include personal information, but we may maintain it or associate it with personal information we collect in other ways or receive from third parties. It helps us to improve our Websites and to deliver a better and more personalized service, including by enabling us to:
- Estimate our audience size and usage patterns.
- Prevent, detect, and investigate fraud, criminal activity or other misuse of the services and to prevent security issues.
- Effect performance of contracts between you and other customers.
- Resolve disputes among customers and improve our customer service, including dealing with issues and claims relating to accounts being hacked or compromised.
- Enhance the administration and processes of our Websites and business.
- Store information about your preferences, allowing us to customize our Websites according to your individual interests.
- Speed up your searches.
- Recognize you when you return to our Websites.
The technologies we use for this automatic data collection may include:
- Flash Cookies. Certain features of our Websites may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Websites. Flash cookies are not managed by the same browser settings as are used for browser cookies. For information about managing your privacy and security settings for Flash cookies, see Choices About How We Use and Disclose Your Information.
- Web Beacons. Pages of our Websites and our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
We do not control these third parties' tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see Choices About How We Use and Disclose Your Information.
How We Use Your Information
We use information that we collect about you or that you provide to us, including any personal information:
- To present our Websites and its contents to you.
- To provide you with information, products, or services that you request from us.
- To fulfill any other purpose for which you provide it.
- To provide you with notices about your account, including expiration and renewal notices.
- To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.
- To notify you about changes to our Websites or any products or services we offer or provide though it.
- To allow you to participate in interactive features on our Websites.
- In any other way we may describe when you provide the information.
- For any other purpose with your consent.
We may also use your information to contact you about our own and third-parties' goods and services that may be of interest to you. If you do not want us to use your information in this way, please contact us at [email protected] For more information, see Choices About How We Use and Disclose Your Information.
We may use the information we have collected from you to enable us to display advertisements to our advertisers' target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.
Disclosure of Your Information
We may disclose aggregated information about our users, and information that does not identify any individual, without restriction.
- To our subsidiaries and affiliates.
- To contractors, service providers, and other third parties we use to support our business and who are bound by contractual obligations to keep personal information confidential and use it only for the purposes for which we disclose it to them.
- To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of COINLOCK LLC's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by COINLOCK LLC about our Websites users is among the assets transferred.
- To third parties to market their products or services to you if you have not opted out of these disclosures. We contractually require these third parties to keep personal information confidential and use it only for the purposes for which we disclose it to them. For more information, see Choices About How We Use and Disclose Your Information.
- To fulfill the purpose for which you provide it.
- For any other purpose disclosed by us when you provide the information.
- With your consent.
We may also disclose your personal information:
- To comply with any court order, law, or legal process, including to respond to any government or regulatory request.
- If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of COINLOCK LLC, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
Choices About How We Use and Disclose Your Information
We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
- Disclosure of Your Information for Third-Party Advertising. If you do not want us to share your personal information with unaffiliated or non-agent third parties for promotional purposes, you can opt-out by directly contacting us at [email protected]
- Promotional Offers from the Company. If you do not wish to have your email address or contact information used by the Company to promote our own or third parties' products or services, you can opt-out by contacting us at [email protected] If we have sent you a promotional email, you may send us a return email asking to be omitted from future email distributions. This opt out does not apply to information provided to the Company as a result of a product purchase, warranty registration, product service experience or other transactions.
- Targeted Advertising. If you do not want us to use information that we collect or that you provide to us to deliver advertisements according to our advertisers' target-audience preferences, you can opt-out by contacting us.
We do not control third parties' collection or use of your information to serve interest-based advertising. However these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative ("NAI") on the NAI's website.
Accessing and Correcting Your Information
You can review and change your personal information by logging into our Websites and visiting your account profile page.
You may also send us an email at [email protected] to request access to, correct or delete any personal information that you have provided to us. We cannot delete your personal information except by also deleting your user account. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.
Your California Privacy Rights
California Civil Code Section § 1798.83 permits users of our Websites that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to [email protected]
We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. All information you provide to us is stored on our secure servers behind firewalls. Any payment transactions will be encrypted.
The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Websites, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information in public areas of our Websites like message boards. The information you share in public areas may be viewed by any user of our Websites.
Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Websites. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on our Websites.
Coinlock Affiliate Marketing Agreement
This Coinlock Affiliate Marketing Agreement, dated as of March 27, 2020 (this "Agreement"), is entered into between You, an individual (the "Affiliate"), and COINLOCK LLC, a Cayman Islands Limited Liability Company, ("Client", and together with Affiliate, the "Parties", and each, a "Party").
WHEREAS, Affiliate is in the business of providing certain promotion and marketing services, including for cryptocurrency products and services, on behalf of companies;
WHEREAS, Client is in the business of providing peer-to-peer cryptocurrency financial services and other products and services related to the Coinlock MatchEngine Platform; and
WHEREAS, Client desires to offer Affiliate an incentive program to provide certain services in connection with the promotion and marketing of Coinlock products and services.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
- Definitions. Capitalized terms have the meanings set forth or referred to in this Section.
- "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or otherwise, whether at law, in equity, or otherwise.
- "Affiliate" has the meaning set forth in the Preamble.
- "Agreement" has the meaning set forth in the preamble to this Agreement.
- "Client" has the meaning set forth in the Preamble.
- "Client Intellectual Property" means any Intellectual Property owned by or licensed to Client.
- "Client Materials" means proprietary information, documents, samples, products, and other materials of Client.
- "Coinlock MatchEngine Platform" means the "MatchEngine" peer-to-peer cryptocurrency trading platform owned and operated by Client, including any successor thereto and/or any similar or derivative product or service developed by Client.
- "Confidential Information" has the meaning set forth in Section 8.
- "Effective Date" means the date You agree to these terms.
- "Force Majeure Event" has the meaning set forth in Section 10.18.
- "Governmental Authority" means any federal, state, local, foreign, or supranational government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations, or orders of such organization or authority have the force of Law), or any arbitrator, court, or tribunal of competent jurisdiction.
- "Governmental Order" means any order, writ, judgment, injunction, decree, stipulation, award, or determination entered by or with any Governmental Authority.
- "Intellectual Property"means any and all trade secrets, Trademarks, domain names, original works of authorship and related copyrights, and any other intangible property in which any Person holds proprietary rights, title, interests, or protections, however arising, pursuant to the Laws of any jurisdiction throughout the world, including all applications, registrations, renewals, issues, reissues, extensions, divisions, and continuations in connection with any of the foregoing and the goodwill connected with the use of and symbolized by any of the foregoing.
- "Knowledge" of a Party means the actual or constructive knowledge of any director or officer of such Persons, after reasonable inquiry.
- "Law" means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order, other requirement or rule of law of any Governmental Authority.
- "Loss" means losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers.
- "Notice" has the meaning set forth in Section 10.4.
- "Party" has the meaning set forth in the preamble to this Agreement.
- "Person" means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, association, Governmental Authority, or any other entity.
- "Personnel" of a Party means any agents, employees, or subcontractors engaged or appointed by the Party.
- "Referred Customer" means a customer the Affiliate brings to the Client who creates an account on the Coinlock MatchEngine Platform utilizing the Affiliate's unique affiliate code.
- "Representatives" means a Party's Affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, third-party advisors, successors, and permitted assigns.
- "Secondary Customer" means a customer a Referred Customer of the Affiliate brings to the Client who creates an account on the Coinlock MatchEngine Platform utilizing the Referred Customer's unique affiliate code.
- "Term" has the meaning set forth in Section 9.1.
- "Trademarks" means all rights in and to US and foreign trademarks, service marks, trade dress, trade names, brand names, logos, corporate names, and domain names, and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection in any part of the world.
- Leverage Gains means, with respect to a specified measurement period, the aggregate sum of all of the profits a customer of Client earns during such measurement period with respect to all leverage positions entered into by such customer on the Coinlock MatchEngine Platform for which such customer earned a profit.
- 2.1 Affiliate Services. Affiliate shall use best efforts to provide marketing and promotional services to Client in accordance with the terms of this Agreement.
- 2.2 Affiliate Personnel.
- (a) Affiliate shall:
- (i) (i) serve as the primary contact with respect to this Agreement and in connection with matters pertaining to this Agreement; and
- (ii) perform individually the services contemplated by this Agreement.
- 2.3 Affiliate Proposal.
- Prior to their public release, Affiliate shall submit to Client for approval any materials that the Affiliate proposes be displayed, published, reproduced, distributed, or otherwise made publicly available as part of its marketing and promotional activities involving Client's products and services. If the Client does not deliver written approval to the Affiliate, the materials will be deemed disapproved and the materials shall not be publicly released.
- 2.4 Affiliate Expenditures. Any and all costs incurred relating to Affiliate's promotional or marketing activities for the Client's products and services are the sole responsibility of Affiliate.
- 3.1 Client shall use best efforts to:
- (a) Appoint a Client employee to serve as the primary contact with respect to this Agreement and who will have the authority to act on behalf of Client with respect to matters pertaining to this Agreement (the "Client Contract Manager").
- (b) Respond to any Affiliate request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Affiliate to perform the marketing and promotional services in accordance with the requirements of this Agreement.
- 4.1 License to Certain Client Intellectual Property.
- (a) Subject to and in accordance with the terms and conditions of this Agreement, Client grants Affiliate a limited, non-exclusive, royalty-free, non-transferable, and non-sublicensable, license during the Term to use, solely in connection with marketing and promotional activities: (i) Client's Trademarks and copyrights; (ii) Client's domain names, website addresses, websites, and; and (iii) any Trademarks or copyrights created by the Affiliate on Client's behalf as part of the Affiliate's marketing and promotional efforts.
- (b) Client grants no other right or license to any Client Intellectual Property to Affiliate by implication, estoppel, or otherwise. Affiliate acknowledges that Client owns all right, title, and interest in, to and under the Client's Trademarks and copyrights and that Affiliate shall not acquire any proprietary rights therein, including of any Intellectual Property created by the Affiliate on Client's behalf. Any use by Affiliate or any Representative of Affiliate of any of Client's Trademarks or copyrights and all goodwill associated therewith shall inure to the benefit of Client.
5.1 Fees and Expenses.
(a) In consideration of the provision of the marketing and promotional services and the rights granted to Client under this Agreement, Client shall pay Affiliate:
- (i) One percent (1%) of all Leverage Gains earned by all Referred Customers during the one (1) year period following the date of the Referred Customer's creation of its Coinlock Matchengine Platform account, payable by the Client in Affiliate's own account on the Coinlock MatchEngine Platform in Bitcoin.
- (ii) A quarter percent (.25%) of all Leverage Gains earned by all Secondary Customers during the one (1) year period following the date of the Secondary Customer's creation of its Coinlock Matchengine Platform account, payable by the Client in Affiliate's own account on the Coinlock MatchEngine Platform in Bitcoin.
- (a) In consideration of the provision of the marketing and promotional services and the rights granted to Client under this Agreement, Client shall pay Affiliate:
- 5.2 Taxes. All fees payable by Client under this Agreement are inclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on such amounts. Affiliate shall be responsible for any taxes imposed on, or with respect to, Affiliate's income, revenues, gross receipts, personnel, or real or personal property, or other assets.
5.3 Invoice Disputes.
- (a) Affiliate shall notify Client, in writing, of any dispute with an invoice, along with substantiating documentation and a reasonably detailed description of the dispute on their fee amount, within fourteen (14) days of the event which gives rise to the dispute. Affiliate will be deemed to have accepted the fee as payment in full for services for which Client does not receive timely notification of the dispute.
- (b) If Client is found to have overpaid Affiliate any fees for any reason, including, but not limited to, due to a technical error, Affiliate grants Client the right to deduct from their Coinlock MatchEngine Platform account the balance erroneously paid in Bitcoin. If there is an inadequate balance from which to deduct the erroneously paid amounts to Affiliate, then Client will invoice the Affiliate and Affiliate will be financially responsible for refunding Client the amounts erroneously paid. The Parties agree there is no time limit on Client's right to discover and recover any erroneous amounts paid to Affiliate.
6.1 Mutual Representations, Warranties, and Covenants. Each Party represents, warrants, and covenants to the other that:
- (a) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement; and
- (b) this Agreement has been executed and delivered by such Party and constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
6.2 Affiliate Representations, Warranties, and Covenants. Affiliate represents, warrants, and covenants to Client that:
- (a) it has, or shall obtain, all necessary consents and authorizations as may be necessary in connection with the provision of the marketing and promotional services.
6.3 Client Representations, Warranties, and Covenants. Client represents, warrants and covenants to Affiliate that:
- (a) it has all rights, licenses, and consents required, including any such right or licenses required to lawfully use, and to authorize Affiliate to use, any Client Intellectual Property or Client Materials provided to Affiliate for use in connection with the marketing and promotion of Client's products and services.
- 6.4 NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. NEITHER CLIENT, NOR ANY OTHER PERSON ON CLIENT'S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) AFFILIATE ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE CLIENT, OR ANY OTHER PERSON ON CLIENT'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 OF THIS AGREEMENT.
- 7.1 NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. EXCEPT WITH RESPECT TO THE PARTIES' LIABILITY FOR BREACH OF CONFIDENTIALITY OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- 7.2 MAXIMUM LIABILITY. EXCEPT WITH RESPECT TO THE PARTIES' LIABILITY FOR BREACH OF CONFIDENTIALITY OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO AFFILIATE PURSUANT TO THIS AGREEMENT.
- 9.1 Term. The term of this Agreement commences on the date Affiliate agrees to begin providing promotional and marketing services to Client and continues unless it is terminated in accordance with the terms of this Agreement (the "Term").
- 9.2 Termination. This Agreement may be terminated only at Client's complete and sole discretion, for any reason listed herein, or no reason at all.
9.3 Effect of Termination.
(a) Termination of this Agreement will not affect any rights or obligations that:
- (i) are to survive the termination of this Agreement; and
- (ii) were incurred by the Parties prior to such termination.
(b) Upon the termination of this Agreement for any reason, Affiliate shall promptly:
- (i) destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other Client's Confidential Information;
- (ii) permanently erase all of the Client's Confidential Information from its computer systems; and
- (iii) certify in writing to the Client that it has complied with the requirements of this clause.
- (c) Subject to Section 7, each Party shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the termination of this Agreement. Termination of this Agreement will not constitute a waiver of either Party's rights, remedies, or defenses under this Agreement, at law, in equity or otherwise.
- (a) Termination of this Agreement will not affect any rights or obligations that:
- 10.1 Further Assurances. Upon a Party's reasonable request, the other Party shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.
- 10.2 Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
- 10.3 Survival. Subject to the limitations and other provisions of this Agreement, (a) Section 6 (Representations, Warranties, and Certain Covenants) shall survive termination of this Agreement for a period of twelve (12) months after such termination; and (b) Section 5 (Fees and Expenses; Payment Obligations), Section 7 (Limitation of Liability), Section 8 (Confidentiality), Section 9 (Term; Termination), and Section 10 (Miscellaneous), of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such termination, shall survive the termination of this Agreement. No lawsuit or other action based upon or arising in any way out of this Agreement may be brought by either Party after the expiration of the applicable survival period.
- 10.4 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the Parties (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or e-mail to the address on file at the Coinlock MatchEngine Platform, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 10.4.
- 10.5 Interpretation. For purposes of this Agreement, (a) the words "include," "includes", and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto", and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties drafted this Agreement without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
- 10.6 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
- 10.7 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. If the parties cannot agree on modification, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
- 10.8 Amendment and Modification. This Agreement may be amended from time to time, at Client's sole discretion.
- (a) No waiver under this Agreement is effective unless it is in writing and signed by an authorized Representative of the Party waiving its right.
- (b) Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion.
(c) None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition arising from this Agreement:
- (i) any failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under this Agreement; or
- (ii) any act, omission, or course of dealing between the Parties.
- 10.10 Cumulative Remedies. Except as set forth in Section 7, All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.
- 10.11 Equitable Remedies. Affiliate acknowledges and agrees that (a) a breach or threatened breach by Affiliate of any of its obligations under Section 8 would give rise to irreparable harm to the Client for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by Affiliate of any such obligations, the Client shall, in addition to any and all other rights and remedies that may be available to Client at law, at equity or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Affiliate agrees that Affiliate will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 10.11.
- 10.12 Assignment. Affiliate may not assign, transfer, or delegate any or all of its rights or obligations under this Agreement. Client may assign this Agreement to an affiliate, a successor-in-interest by consolidation, merger, or operation of law or to a purchaser of all or substantially all of the Client's assets. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
10.13 No Third-party Beneficiaries.
- This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
- 10.14 Choice of Law. This Agreement, including all documents and exhibits, schedules, attachments, and appendices attached to this Agreement and thereto, and all matters arising out of or relating to this Agreement, shall be governed by, and construed in accordance with, the Laws of the Cayman Islands, without giving effect to any conflict of laws provisions thereof.
- 10.15 Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement and thereto, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than the Cayman Islands, and any appellate court thereof. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.
- 10.16 Waiver of Jury Trial. Each Party acknowledges and agrees that any controversy that may arise under this Agreement, including any exhibits, schedules, attachments, and appendices attached to this Agreement, is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, including any exhibits, schedules, attachments, or appendices attached to this Agreement, or the transactions contemplated hereby. Each Party certifies and acknowledges that (a) no Representative of the other Party has represented, expressly, or otherwise, that such other Party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such Party has considered the implications of this waiver, (c) such Party makes this waiver voluntarily, and (d) such Party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section.
- 10.17 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
10.18 Force Majeure.
(a) No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party under this Agreement), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's control, including, without limitation:
- (i) acts of God;
- (ii) flood, fire, or explosion;
- (iii) war, invasion, riot, or other civil unrest;
- (iv) actions, embargoes, or blockades in effect on or after the date of this Agreement;
- (v) national or regional emergency;
- (vi) compliance with any Law or Governmental Order, rule, regulation, or direction, or any action taken by a Governmental Authority;
- (vii) any other event which is beyond the reasonable control of such party (each of the foregoing, a "Force Majeure Event").
- A party whose performance is affected by a Force Majeure Event shall give Notice to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
- (a) No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party under this Agreement), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's control, including, without limitation:
- 10.19 Private and Public Announcements. Affiliate shall not make any statement (whether oral or in writing) in any type of private or public announcement, including but not limited to: press releases, external advertising, social media, marketing, on-line forums, or promotion materials, regarding the Client outside the scope of generic marketing and promotion of its products and services, including the details of this Agreement, unless: (a) it has received the express written consent of the Client to make that statement; (b) it is required to do so by Law or under the rules of any stock exchange to which it is subject.
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS SERVICE. BY CLICKING THE ACCEPTANCE BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE BUTTON THAT INDICATES YOU DO NOT ACCEPT THE TERMS, AND YOU WILL BE NOT BE ENROLLED AS A BUY/SELL MEMBER.
This Agreement sets forth the terms and conditions of a member's use of the Coinlock Buy/Sell Cryptocurrency Membership (the "Membership"). For the purposes of this Agreement, "Member" means you, the end user, and "Coinlock" means Coinlock LLC, a Cayman Islands limited liability company, and its subsidiaries and affiliates. For purposes of this Agreement, Member and Coinlock each will be referred to individually as a "Party" and together as the "Parties."
Please be advised this Agreement contains provisions relating to how internal disputes among Members are resolved by Coinlock. In particular, it contains arbitrational language which requires you to submit private and confidential personal information relating to disputed transactions to Coinlock in an effort to create and build trust in the peer-to-peer Coinlock Platform. Member understands Coinlock is limited in its ability to penalize other Members in a dispute to the provisions herein and that such penalties inure solely to the benefit of Coinlock against the penalized Member. As such, this Agreement will not seek to limit a Member's ability to obtain appropriate legal redress against any other Member due to a breach of obligations during the performance of Membership Services.
- License to Use the Membership.
- (a) Grant. Coinlock hereby grants the Member identified by the account number entering into this Agreement, a non-exclusive and non-transferable membership, to access, for a Term, all rights granted through the Membership ("Membership Services"), subject to the terms and conditions of this Agreement. All rights in the Membership not expressly granted hereunder are reserved to Coinlock.
- (b) Scope. The Membership granted to Member hereunder is limited to a single, authorized account for the display and retrieval of the Membership Services on the Member's desktop or other personal devices. Member shall have no right pursuant to this Agreement to distribute or use the Membership Services outside of the Coinlock Platform in whole or in part over the Internet, or via email or instant messaging, via an Intranet, personal digital assistant, wireless application protocol, short message service, radio system, or any other method or medium. Nothing in this Agreement shall obligate Coinlock to continue providing access to any Membership Services beyond the date when Coinlock ceases providing such Membership Services to Members generally.
(c) Restrictions Use. Member shall not edit, alter, abridge or otherwise change in any manner the content of the Coinlock Platform or Membership Services, including, without limitation, all copyright and proprietary rights notices. Member may not, and may not permit others to:
- (i) reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the Coinlock Platform or Membership Services;
- (ii) modify, translate, adapt, alter, or create derivative works from the Coinlock Platform or Membership Services;
- (iii) copy, distribute, publicly display, transmit, sell, rent, lease or otherwise exploit the Coinlock Platform or Membership Services; or
- (iv) distribute, sublicense, rent, lease, loan, or grant any third-party access to or use of the Coinlock Platform or Membership Services to any third party.
- (d) About. The Coinlock Platform and its Membership Services allows Members to offer, sell, and buy cryptocurrencies amongst each other. The actual contract for purchase and sale is directly between the Member seller and Member buyer.
- (e) Any guidance Coinlock provides as part of its Coinlock Platform or Membership Services, such as pricing, listing, and sourcing, is solely informational, and a Member may decide to follow it or not. Also, while Coinlock may help facilitate the resolution of dispute through its arbitration program, Coinlock has no control over and does not guarantee: the existence or legality of the cryptocurrencies advertised; the truth or accuracy of Member's content or listings; the ability of Members to sell the cryptocurrency; the ability of Members to pay for the cryptocurrency; or that a Member will actually complete a transaction. The Coinlock Platform tries to offer reliable cryptocurrency data, but cannot promise that the content provided through the Membership Services will always be available, accurate, complete, and up-to-date. Member agrees Coinlock is not responsible for examining or warranting the offers to buy or sale on the platform, and the Member will not attempt to hold Coinlock or its data providers liable for inaccuracies.
- "Agreement" shall mean these terms and conditions, the Membership Form, and any written amendments;
- "Annual Fee" shall be the amount charged by Coinlock to Member, in Bitcoin or fiat currency, to fund its Membership Services operations, up to and including arbitration;
- "Authorized User" shall mean the Member and no other third party;
- "Coinlock Platform" shall mean the Coinlock developed online platform used by Member to access the Membership Services hereunder;
- "Display Devices" shall mean any display device used to access and display the Membership Services;
- "Membership End Date" shall mean the date from which Member no longer receives the benefits of the Membership Services, whether due to expiration of the Term or at Coinlock's discretion;
- "Membership Form" shall mean the executed online Membership Form that sets out the amount of Membership Services purchased by the Member on the Coinlock Platform;
- "Membership Requirements" shall mean the Annual Fee payable pursuant to this Agreement and other terms and conditions as expressly set forth herein;
- "Membership Services" shall mean the Coinlock Platform's Peer-to-Peer Buy and Sell cryptocurrency feature subscribed to by Member hereunder;
- "Membership Start Date" shall mean the date from which the annual Term shall be calculated in relation to the Membership Services level purchased; and
- "Term" shall mean the annual period beginning and ending one (1) year from the Membership Start Date, as gathered from the Membership Form. Subsequent Membership Services purchases are entitled to their own annual Term, but under no circumstances may a Member extend the duration of past purchased Membership Services, which expire in totality at the expiration of one (1) year. For purposes of defining an applicable Term, all Membership Services are deemed expended in the order they are purchased.
- "Trust Fund Contribution" shall be the amount charged by Coinlock to Member, in Bitcoin or fiat currency, to fund its Membership Services operations, up to and including arbitration.
Membership Requirements and Payment.
- (a) Annual Fee. In exchange for the Membership granted above, commencing on the Membership Start Date, Member shall pay Coinlock an Annual Fee, payable in advance, based on the level of Membership Services identified in the Membership Form, and on any other commercial terms contained in this Agreement. The Annual Fee shall be equivalent to three percent (3%) of the Buy/Sell Capacity sought by the Member if paid in Bitcoin, and four percent (4%) of the Buy/Sell Capacity sought by the Member if paid in fiat currency.
- (b) Taxes. Member will be responsible for, and will promptly pay or reimburse Coinlock for, the payment of all sales, use, excise, value-added or similar taxes, assessments, or duties (or other similar charges) imposed by any governmental agency (including any interest and penalty imposed thereon as a result of any act or omission of Coinlock that is in accordance with the direction or request of Member) that are based on or with respect to any Membership Services or goods provided by Coinlock to Member, or the amounts payable to Member therefore.
- (c) General Requirements.
- (i) Member must:
- (A) be able to form legally binding contracts and be at least eighteen (18) years of age;
- (B) pay for all cryptocurrencies it agrees to purchase from another Member on the Coinlock Platform in a timely fashion; and
- (C) deliver all cryptocurrencies that are purchased from it by another Member in a timely fashion.
- (ii) Member must not:
- (A) be using the Membership Services to breach or circumvent any laws or regulations, including those covered by anti-money laundering and anti-terrorism financing statutes;
- (B) take any actions that may undermine the Coinlock reputation point or rating system;
- (C) transfer its Membership or Coinlock account to another party;
- (D) distribute or post spam, unsolicited bulk electronic communications, chain letters, or pyramid schemes in communicating with Coinlock or another Member;
- (E) make false, inaccurate, misleading, deceptive, defamatory, or libelous statements in communicating with Coinlock or another Member;
- (F) distribute viruses or any other technologies that may harm Coinlock or the interests or property of other Members;
- (G) use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access the Coinlock Platform or Membership Services for any purpose;
- (H) interfere with the working of the Coinlock Platform or Membership Services, or impose an unreasonable or disproportionately large load on the Coinlock infrastructure;
- (I) infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (together, "Intellectual Property Rights") that belong to or are licensed to Coinlock. These actions include reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to Coinlock;
- (J) commercialize any Coinlock application or any information or software associated with such application;
- (K) harvest or otherwise collect information about other Members without their consent; or
- (L) circumvent any technical measures used to provide the Membership Services.
- (iii) If Coinlock believes a Member is abusing the Coinlock Platform or the Membership Services in any way, including but not limited to the foregoing, Coinlock may, in its sole discretion and without limiting other remedies, limit, suspend, or terminate the Member's Membership and access to Membership Services.
Membership Services Obligations.
- (a) A Member is responsible for reading the full cryptocurrency listing before making a commitment to purchase the cryptocurrency.
- (b) A Member enters into a legally binding contract to purchase or sell a cryptocurrency when they commit to buy a cryptocurrency on the Coinlock Platform, or when a cryptocurrency they have placed up for sale on the Coinlock Platform is accepted to be purchased by another Member.
- (c) Coinlock does not transfer legal ownership of items from one Member to another.
- International Members. Members are individually responsible for complying with all laws and regulations applicable to the international sale, purchase, transfer, and taxation of cryptocurrencies on the Coinlock Platform.
- Arbitration Services; Inspections; Penalties.
- (b) Member agrees to allow Coinlock, without further notice or warning, to monitor and record any communications that Member may have with Coinlock or its agents and employees.
- (c) For the purpose of verifying compliance with this Agreement, and to facilitate arbitrational services provided by Coinlock, Coinlock shall have the right, and Member grants Coinlock such right, to audit and inspect from time to time, the Transaction History of Member. For purposes of this Section 6, Transaction History means any and all information relating to the performance or non-performance of an obligation entered into by Member during its utilization of Membership Services. Member furthermore agrees to grant Coinlock full and complete access to any information relating to any Membership Services transaction that is created via a TPPC or other third-party service utilized in the course of Member's use of Membership Services.
- (d) If a Member's Transaction History pursuant to this Section is made unavailable to Coinlock by such Member, it will create a rebuttable presumption against the Member in any arbitrational proceedings. If, after its own investigation, Coinlock has a reasonable belief that any Member has breached an obligation entered into during the utilization of Membership Services, Coinlock may: (a) decrease the reputation points of the violating Member; (b) completely remove the Member's access to the Coinlock Platform and Membership Services without a refund of the Annual Fee; or (c) any combination of the foregoing penalties. Member understands and accepts it may lose its entire Annual Fee if Coinlock finds it breaches any of its obligations under this Agreement or the Membership Services.
- (a) TPPCs. If the Membership Services are delivered in whole or in part through or to Member via a TPPC or any other third party service provider, Member acknowledges that third party fees may be charged to Member by such third parties or by Coinlock on behalf of them. For purposes of this Agreement, such Third-Party Services are subject to their own terms and conditions.
- (b) The parties acknowledge that Member is responsible for notifying TPPCs and any other third-party service providers directly of any third-party related issues.
- (a) Coinlock Platform. The Membership Services are made available to Member via an online platform. Member shall acquire, install, operate and maintain at Member's expense all communications lines, equipment, software, services and related technology necessary to receive the Membership Services via the online platform and Coinlock shall bear no responsibility for any consequences of a Member's inability to do so.
- (b) Delivery and Acceptance. Once the Membership Service Requirement is fulfilled, Coinlock will make the Membership Services available to Member as indicated on the Membership Form. This Agreement will be deemed accepted upon the Membership Start Date. Any updates, bug fixes, or upgrades ("Corrections") to the Membership Services will be deemed accepted by Member on the day such Corrections are delivered.
- (a) Member Reports and Records. Member shall maintain accurate records containing the following information, copies of which Coinlock shall be entitled to request upon seven (7) days prior written notice: (i) all information relating to the transfer or receipt of a cryptocurrency through the Membership Services; and (ii) all correspondence between the Member and another Member, or the Member and a TPPC or third-party, in any given transaction originating through the Membership Services.
- (b) Member Communications. Member hereby grants to Coinlock a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works of, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information or materials of any kind or nature communicated by Member to Coinlock through any communication medium, and to incorporate any such communication in other works in any form, media, or technology now known or later developed. Member agrees that Coinlock will not be bound to treat any such communication as confidential and may use any such communication in its business (including without limitation, for products, services, marketing, or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Coinlock operations or businesses.
- (a) This Agreement shall become effective when Member confirms the Membership Form and, unless terminated earlier in accordance herewith, shall continue from the Membership Start Date gathered from the Membership Form for a period of one (1) year. Subsequent Membership Forms granting access to more Membership Services shall have their own annual Term. For the avoidance of doubt: (i) in the event Member executes an initial Membership Form and obtains $10,000.00 USD worth of buying and selling capacity, and then (ii) subsequently signs a new Membership Form and obtains another $10,000.00 USD worth of buying and selling capacity, three (3) months later, then (iii) Member shall have a buying and selling capacity of $20,000.00 USD until after one (1) year from the date of the initial Membership Form, when the Member will again only have access to $10,000.00 USD worth of buying and selling capacity, for a period of three (3) more months.
- (b) This Agreement may be terminated only at Coinlock's complete and sole discretion, for any reason listed herein, or no reason at all.
- (a) Notice. All notices to a party hereunder shall be in writing, and made to the Member's Coinlock Platform account email, [email protected], or to a different address which a party may give written notice of pursuant to this Section from time to time. Notice will be deemed delivered and received on the date it is actually received.
- (b) Amendment. This Agreement may be amended from time to time, at Coinlock's sole discretion. Member is hereby put on notice that Member is obligated to periodically review this document to be aware of any changes hereto and any continued use of the Membership Services shall constitute Member's acceptance thereof.
- (c) Assignment. This Agreement is not transferable, assignable, delegable, or sublicenseable by Member in whole or in part. This Agreement will be binding upon and inure to the benefit of Coinlock and its respective successors, trustees, administrators, and assigns.
- (d) Survival. The following obligations of the parties will survive termination or expiration of this Agreement for any reason: Sections 1, 2, 3, 4, 5, 9, 10, 11, 12, 13, 14, 15, 16, and 17 (but only for three (3) years after such termination or expiration), and any payment obligations of Member that accrue prior to such termination or expiration.
- (e) Binding Effect and Third-Party Beneficiary. Except if specifically stated in this Agreement, neither party, nor any of their respective employees or agents, will have the power or authority to bind or obligate the other party. No third party is a beneficiary of this Agreement.
- (f) Waiver of Rights. Except where specifically stated to the contrary, all remedies available to either party for breach of this Agreement under this Agreement, at law, or in equity, are cumulative and nonexclusive. A waiver or failure of either party at any time to require performance by the other party of any provision hereof will not affect the full right to require such performance at any time thereafter.
- (g) Injunctive Relief. If Member breaches this Agreement, Coinlock will be entitled, in addition to any other rights available under this Agreement or at law or in equity, to apply for immediate injunctive relief without any requirement to post a bond or other security and Member acknowledges and agrees to not contest such application.
- (h) Severability. If any provision or portion thereof of this Agreement or its application in a particular circumstance is held to be invalid or unenforceable to any extent in any jurisdiction, such provision or portion thereof will, as to such jurisdiction only, be ineffective to the extent of such unenforceability, all other provisions and portions thereof of this Agreement will not be affected thereby and will be valid and enforced to the fullest extent permitted by law.
- (i) Choice of Law and Venue. This Agreement, as well as any and all tort claims arising from this Agreement or arising from any of the proposals, negotiations, communications or understandings regarding this Agreement, will be governed by and construed in accordance with the laws of the Cayman Islands, without regard to any conflict or choice of law principles. The sole jurisdiction and venue for any litigation arising out of this Agreement will be the Grand Court of the Cayman Islands.
- (j) Force Majeure. Any failure or delay by Coinlock in the performance of its obligations pursuant to this Agreement will not be deemed a default or breach of the Agreement or a ground for termination to the extent such failure or delay is due to computer or Internet or telecommunications breakdowns, denial of service attacks, hacks, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil unrest, rebellions or revolutions in any nation where the obligations under this Agreement are to be executed, strikes, supplier and third party failure, lockouts, or labor difficulties, or any similar cause beyond the reasonable control of Coinlock.
- (k) Entire Agreement. This Agreement contains the final and entire agreement of the parties and supersedes all previous and contemporaneous verbal or written negotiations, understandings, or agreements regarding the Agreement's subject matter.
- (l) Exhibits. The following Exhibits are attached hereto and incorporated herein by this reference.
Exhibit A. Membership Form Sample