Terms of Service
Last updated: July 16, 2018
Welcome to Coinspring. Coinspring provides a cryptocurrency platform (as modified from time to time, the “Platform”) that allows users (collectively, “Customers” or “you”) to invest in Bitcoin and Ethereum via automatic “round ups”, recurring deposits and/or manual one-time deposits. Coinspring also offers a mobile application UDAX (“UDAX”) that allows users to manage their GDAX / Coinbase Pro account via API Keys. This application is not affiliated with Coinbase. The websites at www.getcoinspring.com (the “Site”), www.udax.app, the web-based and mobile applications (collectively, the “Applications”) and the various other related content, services, features, functions, software, applications, websites and networks (together with the Platform, the Site and the Applications, collectively, the “Coinspring Services”) are provided and operated, and are being made available to you, other Customers and the other users of any of the Coinspring Services (collectively, “Users”) by Coinspring Inc. (“Coinspring”, “we” “our” or “us”). All defined terms used herein shall have the meanings prescribed to these terms in these Terms of Service.
These Terms contain an Arbitration provision which will, with limited exception, require you to submit disputes you have against Coinspring to binding and final arbitration. You will only be permitted to pursue claims against Coinspring on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
To access and use the Site, the Platform, the Applications and the other Coinspring Services, you and each of the other Users must be at least 18 years of age. By accessing or using the Platform or the Applications, clicking the “I Agree” button or by downloading, installing or otherwise accessing or using any of the Coinspring Services, you represent that:
3.1 LICENSE GRANT.
Subject to your compliance with all of the terms and conditions set out in these Terms, Coinspring hereby grants to you a limited, non-exclusive, non-transferable, freely revocable license (a) to install and use the Applications on your computer and mobile and other devices and (b) to access and use the Platform, the Applications and the other Coinspring Services to the extent and in accordance with these Terms.
Our web-based Applications is automatically updated by Coinspring. You will be notified of updates to the mobile-based Applications from the app store from which you downloaded the Applications (the “App Store”). You may be able to adjust your device’s settings or take other actions that would allow automatic updates from your applicable App Store.
3.2 PREVENTION OF UNAUTHORIZED USE.
Coinspring reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Platform, the Applications or any of the other Coinspring Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
4.1 CRYPTOCURRENCY INVESTMENT
Coinspring is a crypto-currency platform that allows users to invest in Bitcoin and Ethereum. These investments may be made through automatic “round ups” of credit card payments, recurring deposits, or manual one-time deposits.
YOU WILL NOT HAVE DIRECT ACCESS TO ANY CRYPTOCURRENCY IN YOUR ACCOUNT. Coinspring is not a cryptocurrency exchange. Coinspring does not transfer cryptocurrency to you nor do you have access to the cryptocurrency wallets in which our cryptocurrency assets are stored. For example, if you make a USD deposit of $X into your bank account, we buy $X (minus our fee) of Bitcoin and Ethereum (at a mix of your choosing) once you’re your payment clears, and then allocate that amount of virtual currency to your portfolio. When you want to cash out assets in your portfolio, you initiate a withdrawal for some amount of virtual currency (less than or equal to the balance in their portfolio). We then sell the specified amount of virtual currency in our possession, and transfer the USD proceeds from the sale to your US-based checking account minus our fee.
We also allow users to reallocate their portfolio’s mix between Bitcoin and Ethereum without having to withdraw funds (there are still tax implications for you, but the process has the benefit of being almost instantaneous).
4.2 ACCOUNTS AND BANK ACCOUNTS.
To access and use the Platform, Customers must create an account. When creating an account, you will be required (a) to provide us certain information such as your e-mail address, (b) to create a password and (c) to provide us with the details of your US bank account that will be linked to your account (the “Bank Account”). You may only have one Bank Account linked to your account at any time. You may also provide any number of credit and/or debit card for “round-up” transactions.
Your Bank Account and the related information will be verified by an independent third party (as changed from time to time, the “Account Verifier”). You may not use the Platform until your Bank Account has been verified. Each time you change your Bank Account, it will need be verified by the Account Verifier. The current Bank Verifier is Plaid. Coinspring reserves the right to change the Account Verifier in its sole discretion without notice.
We may also use the Account Verifier to aggregate your transaction data in order to properly calculate the “round up.”
(a) Transaction Fees. Coinspring charges a fee of 1% of the value of the transaction (as modified from time to time, (the “Fee”). The Fee is charged each time you make an investment, sell an investment or when you reallocate your portfolio’s mix between Bitcoin and Ethereum.
(b) Payments. The Fees shall be paid as follows:
Unless otherwise agreed by Coinspring, all payments made through the Platform shall be made through a third-party payment processor directed by Coinspring (e.g., SynapseFI, etc.) (any such third-party payment processor, the “Payment Processor”). Payment processing services for Customers and the other Users, are currently provided by SynapseFI and are subject to the SnynapseFI Terms of Service (as modified from time to time, collectively, the “SynapseFI ToS”). By agreeing to these Terms or continuing to use any of the Coinspring Services, you agree to be bound by the SnynapseFI ToS. As a condition of Coinspring’s enabling payment processing services through a Payment Processor, you agree to provide Coinspring accurate and complete information about you, your business, your credit or debit card or bank account and such other information required by the Payment Processor, and you authorize Coinspring to share it and any relevant transaction information related to your use of the payment processing services provided by the Payment Processor.
(c) Modification to the Fees. Subject to Section 9, Coinspring may modify the Fees and any other fees in connection with the Platform, the Applications and any of the other Coinspring Services in its sole discretion.
(d) Taxes. To the extent that any sales or other similar taxes are payable by Coinspring, or any Payment Processor in connection with the Platform, the Customer shall be obligated to pay to Coinspring, or any such Payment Processor, the amount of such taxes in addition to any other amounts owing to Coinspring.
(e) Future Services. In paying any of the Fees, you acknowledge and agree that you are not relying on future availability of the Platform, the Applications or any of the other Coinspring Services.
(f) Non-refundable. ALL FEES ARE NON-REFUNDABLE, NON-CANCELLABLE AND NON-CREDITABLE UNLESS REQUIRED BY LAW OR A TRANSACTION FAILS TO EXECUTE, OR AS OTHERWISE SPECIFICALLY PROVIDED IN THESE TERMS OR THE SITE OR AGREED BY COINSPRING IN ITS SOLE DISCRETION.
Coinspring shall provide technical and other support with respect to the Site, the Platform, the Applications and the other Coinspring Services by email at email@example.com are 9:00 am to 5:00 pm EST, Monday through Friday with the exception of company holidays.
When using the Site, the Platform, the Applications or any of the other Coinspring Services, you will be subject to any additional posted policies, guidelines or rules applicable to the Site, the Platform, the Applications and the other Coinspring Services and features which may be posted from time to time (as added or modified from time to time, the “Policies”). All such Policies are hereby incorporated by reference into these Terms.
Coinspring respects the rights of others and so should you. You therefore may not post or send Content that:
When you access and use the Platform, the Applications or any of the other Coinspring Services, you will be asked to provide a password or API credentials. You are solely responsible for maintaining the confidentiality of your account, password, or API credentials and for restricting access to your computer and mobile devices, and you agree to accept responsibility for all activities that occur under your account, password, or API credentials. You agree that the information you provide to Coinspring when creating an account and at all other times will be true, accurate, current, and complete, including your Bank Account information. You also agree that you will ensure that this information is kept accurate and up-to-date at all times.
If you change or deactivate the email that you used to create a Coinspring account, you must update your account information within 72 hours to prevent us from sending to someone else messages intended for you.
If at any time you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any payment information, if applicable), then you shall immediately notify Coinspring at firstname.lastname@example.org. You may be liable for the losses incurred by Coinspring or others due to any unauthorized use of your account or any of the Coinspring Services.
Coinspring reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Site or otherwise through the Coinspring Services. If Coinspring updates these Terms, it will update the “last updated” date at the top of the Terms. Please check these Terms, including any Policies, periodically for changes. Your continued use of the Platform after the posting of changes constitutes your binding acceptance of such changes. In the event that a change to these Terms materially modifies your rights or obligations (including applicable Fees), Coinspring will make reasonable efforts to notify you of such change. Coinspring may provide notice through a pop-up or banner within any of the Coinspring Services, by sending an email to any address you may have used to register for an account, or through other similar mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, Coinspring may require you to provide consent by accepting the changed Terms. If Coinspring requires your acceptance of the changed Terms, changes are effective only after your acceptance. For all other changes, except as stated elsewhere by Coinspring, such amended Terms or fees will automatically be effective, replacing the previously-effective Terms or fees, thirty (30) days after they are initially posted on any of the Coinspring Services. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE PLATFORM AND ALL OF THE OTHER COINSPRING SERVICES.
To the extent that any modifications to the Terms or Policies are not allowed under applicable laws, the prior most recent version of the Terms or Policies shall continue to apply.
It is Coinspring’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. If you file a notice with our copyright agent, it must comply with the requirements set forth at 17 U.S.C. § 512(c)(3). Coinspring reserves the right to terminate without notice any User’s access to the Platform, the Applications and the other Coinspring Services if that User is determined by Coinspring to be a “repeat infringer.” In addition, Coinspring accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.
BY USING THE PLATFORM, THE APPLICATION OR ANY OF THE OTHER COINSPRING SERVICES YOU AGREE NOT TO:
11.1 Decipher, decompile, disassemble, reverse engineer, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of the Platform, the Applications or any of the other Coinspring Services, in whole or in part (except to the extent that the laws of your jurisdiction make such restrictions unenforceable);
11.2 Use the Platform, the Applications or any of the other Coinspring Services for the benefit of anyone other you, including selling, reselling, distributing, hosting, leasing, renting, licensing or sublicensing, in whole or in part, the Platform, the Applications or any of the other Coinspring Services for hosting or time-sharing services, or as part of a service bureau or outsourcing offering;
11.3 Provide any services to any third party using the Platform, the Applications or any of the other Coinspring Services except in accordance with these Terms;
11.4 Develop or create (a) any derivative work of the Platform, the Applications or any of the other Coinspring Services or (b) any other platform or service to the extent intended to compete with the Platform, the Applications and/or and other the other Coinspring Services;
11.5 Reproduce (except as expressly permitted herein), modify, adapt, translate or otherwise make any changes to any of the Coinspring Services or any part thereof;
11.6 Copy, disclose, or distribute any data available on or through the Platform, the Applications or any of the other Coinspring Services, in any medium, including without limitation, by any automated or non-automated “scraping;”
11.7 Interfere with, circumvent or disable any security or other technological features or measures of any of the Coinspring Services or attempt to gain unauthorized access to any of the Coinspring Services or its related systems or networks;
11.8 Make unsolicited offers, advertisements, or proposals, or send junk mail or spam to other Users (including Customers s) of any of the Coinspring Services (including, but not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures);
11.9 Use bots or other automated methods to: access the Platform, the Applications or any of the other Coinspring Services, download profiles, contacts or any other information, send or redirect messages or perform any other activities through any of the Coinspring Services;
11.10 Use the Platform, the Applications or any of the other Coinspring Services for any unlawful or inappropriate activities, such as gambling, obscenity, pornography, violence, transmission of deceptive messages, or harassment;
11.11 Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of any of the Coinspring Services;
11.12 Take any action that imposes, or may impose at Coinspring’s sole determination, an unreasonable or disproportionately large load on Coinspring’s infrastructure;
11.13 Deep-link to the Platform or any of the other Coinspring Services without Coinspring's consent; or
11.14 Share or disclose information of other Users without their express consent; or
11.15 Use another User’s account or allow anyone else to use your account.
The Coinspring Services may now or in the future include links or references to other web sites or services (“Third-Party Sites”) solely as a convenience to Users. Coinspring does not endorse any such Third-Party Sites or the information, materials, products, or services contained on or accessible through Third Party Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through any of the Coinspring Services are solely between you and such advertiser. Access and use of Third Party Sites, including the information, materials, products, and services on or available through Third Party Sites are solely at your own risk.
When accessing the Coinspring Services through the Applications that were downloaded from an app store or app distribution platform, such as the Apple App Store or Google Play, (the “App Provider”), you acknowledge and agree that: (a) these Terms are concluded between us, and not with the App Provider, and that we are solely responsible for the Applications (not the App Provider); (b) the App Provider has no obligation to furnish any maintenance and support the Coinspring Services with respect to the Applications; (c) in the event of any failure of the Applications to conform to any applicable warranty, (i) you may notify the App Provider and the App Provider will refund the purchase price for the Applications to you (if applicable), (ii) to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the Applications, and (iii) any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility; (d) the App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Applications or your possession and use of the Applications, including, but not limited to: (i) product liability claims; (ii) any claim that the Applications fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; (e) in the event of any third party claim that the Applications or your possession and use of the Applications infringes that third party’s intellectual property rights, we will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms; (f) the App Provider, and its subsidiaries, are third party beneficiaries of this Agreement as it relates to your license of the Applications, and that, upon your acceptance of the terms and conditions of this Agreement, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the Applications against you as a third party beneficiary thereof; and (g) you must also comply with all applicable third party terms of service, including the Apple App Store Terms and Conditions and the Usage Rules or the Google Play Terms of Service, when using the Applications.
Coinspring may occasionally send text message offers and alerts. By agreeing to these Terms, you authorize Coinspring to send text messages to your mobile device with notifications and occasional special offers.
You are responsible for any mobile and data charges that you may incur for using any of the Coinspring Services, including text-messaging charges. If you’re unsure what those charges may be, you should ask your service provider before using the Platform, the Applications or any of the other Coinspring Services.
You agree that Coinspring, in its sole discretion, for any or no reason, and without penalty, may suspend or terminate your use of the Platform, the Applications or any of the other Coinspring Services or any account (or any part thereof) you may have with Coinspring and remove and discard all or any part of your account, user profile, and any Content, at any time. Coinspring may also in its sole discretion and at any time discontinue providing access to the Platform, or any part thereof, with or without notice. You agree that any suspension or termination of your access to the Platform, the Applications or any the other Coinspring Services or any account you may have or portion thereof may be effected without prior notice, and you agree that Coinspring will not be liable to you or any third party for any such termination. Coinspring reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Coinspring to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Coinspring may have at law or in equity. As discussed herein, Coinspring does not permit copyright infringing activities on the Site, the Platform, the Applications or any of the other Coinspring Services, and shall be permitted to terminate access to any of the Coinspring Services, and remove all Content or other content submitted by any Users who are found to be repeat infringers. BY ACCEPTING THESE TERMS, YOU WAIVE AND SHALL HOLD COINSPRING HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COINSPRING DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER COINSPRING OR LAW ENFORCEMENT AUTHORITIES.
Your only remedy against Coinspring or any of its affiliates with respect to any dissatisfaction with (i) the Platform, the Applications or any of the other Coinspring Services, (ii) any term of these Terms, (iii) any policy or practice of Coinspring in operating the Platform, the Applications and the other Coinspring Services, or (iv) any Content transmitted through the Platform, the Applications or any of these other Coinspring Services, is to terminate your account and your use of all of the Coinspring Services. You may terminate your use of the Platform, the Applications and the other Coinspring Services and your account at any time. After such termination, you must refrain from use of the Platform, the Applications and the other Coinspring Services until authorized by Coinspring.
The Site, the Platform, the Applications and the other Coinspring Services are owned and operated by Coinspring. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Platform, the Applications and the other Coinspring Services provided by Coinspring (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained on any of the Coinspring Services are the property of Coinspring or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Coinspring or its affiliates and/or third-party licensors. Except as expressly authorized by Coinspring, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Coinspring reserves all rights not expressly granted in these Terms.
Coinspring shall own and have the unrestricted right to use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Platform, the Applications or any of the other Coinspring Services.
You agree to indemnify, save, and hold Coinspring, its affiliated companies, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Site, the Platform, the Applications, any of the other Coinspring Services or any of the Content, any violation by you of these Terms or any breach of the representations, warranties and covenants made by you herein. Coinspring reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Coinspring, and you agree to cooperate with Coinspring’s defense of these claims. Coinspring will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
17.1 NO WARRANTIES.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COINSPRING AND ITS AFFILIATES, CONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD-PARTY PARTNERS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “COINSPRING PARTIES”) DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE SITE, THE PLATFORM, THE APPLICATIONS AND THE OTHER COINSPRING SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COINSPRING PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE SITE, THE PLATFORM, THE APPLICATIONS OR THE OTHER COINSPRING SERVICES, WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COINSPRING PARTIES OR THROUGH THE PLATFORM, THE APPLICATION OR THE OTHER COINSPRING SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
17.2 “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS”.
YOU EXPRESSLY AGREE THAT THE USE OF THE SITE, THE PLATFORM, THE APPLICATIONS AND ANY OF THE OTHER COINSPRING SERVICES, AND ANY DATA, ASSESSMENTS, RESULTS, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT, THIRD PARTY SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE, THE PLATFORM, THE APPLICATIONS OR ANY OF THE OTHER COINSPRING SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
17.3 PLATFORM OPERATION AND CONTENT.
THE COINSPRING PARTIES DO NOT WARRANT THAT THE DATA, ASSESSMENTS, RESULTS, CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SITE, THE PLATFORM, THE APPLICATIONS OR ANY OF THE OTHER COINSPRING SERVICES, OR ANY THIRD-PARTY SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
EXCEPT AS SPECIFICALLY PROVIDED IN WRITING BY COINSPRING, THE COINSPRING PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, THE PLATFORM, THE APPLICATIONS OR ANY OF THE OTHER COINSPRING SERVICES OR ANY THIRD-PARTY SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
17.5 HARM TO YOUR COMPUTER.
YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, ASSESSMENTS, RESULTS OR DATA THROUGH THE SITE, THE PLATFORM, THE APPLICATIONS OR ANY OF THE OTHER COINSPRING SERVICES OR ANY THIRD-PARTY SITES, AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
18.1 LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL THE COINSPRING PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS, ASSESSMENTS, RESULTS OR CONTENT ON THE PLATFORM, THE APPLICATIONS OR THE OTHER COINSPRING SERVICES OR ANY OTHER INTERACTIONS WITH COINSPRING AND A CUSTOMER, EVEN IF COINSPRING OR A COINSPRING AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, COINSPRING’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
18.2 LIMITATION OF DAMAGES.
IN NO EVENT WILL THE COINSPRING PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE, THE PLATFORM, THE APPLICATIONS AND THE OTHER COINSPRING SERVICES, OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE GREATER OF (A) $50.00 AND (B) AMOUNT PAID BY YOU, IF ANY, TO COINSPRING DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR FIFTY DOLLARS, WHICHEVER IS GREATER.
18.3 RELEASE FOR DISPUTES BETWEEN USERS.
If you have a dispute with any other Users (including any other Customer) or other third parties, you release Coinspring and the other Coinspring Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
18.4 THIRD PARTY SITES.
THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD-PARTY SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN COINSPRING AND RECEIVED THROUGH OR ADVERTISED ON ANY OF THE COINSPRING SERVICES OR RECEIVED THROUGH ANY THIRD-PARTY SITES.
18.5 BASIS OF THE BARGAIN.
YOU ACKNOWLEDGE AND AGREE THAT COINSPRING HAS OFFERED THE SITE, THE PLATFORM, THE APPLICATIONS AND THE OTHER COINSPRING SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND COINSPRING, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND COINSPRING. COINSPRING WOULD NOT BE ABLE TO PROVIDE THE PLATFORM, THE APPLICATION OR ANY OF THE OTHER COINSPRING SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
18.6 LIMITATIONS BY APPLICABLE LAW.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
You agree not to import, export, re-export, or transfer, directly or indirectly, any part of the Platform, the Applications or any of the other Coinspring Services or any underlying intellectual property, information or technology except with Coinspring’s prior written approval and in full compliance with all United States, foreign and other applicable export control laws and regulations.
Coinspring may provide you with notices, including those regarding changes to these Terms, by email, regular mail or postings on any of the Coinspring Services. Notice will be deemed given twenty-four hours after the email is sent, unless Coinspring is notified that the email address is invalid. Alternatively, Coinspring may give you legal notice by mail to a postal address, if provided by you through any of the Coinspring Services. In such case, notice will be deemed given three days after the date of mailing. Notice posted on any of the Coinspring Services is deemed given 30 days following the initial posting.
The failure of Coinspring to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Coinspring.
20.3 DISPUTE RESOLUTION.
If a dispute arises between you and Coinspring, the goal is to provide you with a neutral and cost-effective methods of resolving the dispute quickly. Accordingly, you and Coinspring agree that any dispute, claim or controversy at law or equity that arises out of these Terms, the Platform, the Applications or any of the other Coinspring Services (a “Dispute”) will be resolved in accordance with this Section 20.3 or as Coinspring and you otherwise agree in writing. Before resorting to these dispute methods, Coinspring strongly encourages you to first contact Coinspring directly to seek a resolution.
The parties hereby irrevocably and unconditionally agree that service of process in any such Dispute may be effected by mailing a copy of such process by certified mail, postage prepaid, to such party at the address provided by such party.
(a) Choice of Law. THESE TERMS SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY DISPUTE OR OTHERWISE IN CONNECTION WITH THESE TERMS, THE PLATFORM, THE APPLICATION OR ANY OF THE OTHER COINSPRING SERVICES.
(b) Arbitration and Class Action Waiver.
PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.
(i) Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND COINSPRING (WHETHER OR NOT SUCH CLAIM INVOLVES A THIRD PARTY) IN CONNECTION WITH THESE TERMS, THE PLATORM, THE APPLICATIOPNS OR ANY OF THE OTHER COINSPRING SERVICES INCLUDING WITHOUT LIMITATION, YOUR RIGHTS OF PRIVACY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION'S APPLICABLE RULES FOR ARBITRATION AND YOU AND COINSPRING HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND COINSPRINGWOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. Any such arbitration shall be in English and be held in New York, NY and the number of arbitrators shall be one (1). Except as otherwise required by law, the parties and the arbitrator agree to keep confidential and not disclose to third parties any information or documents obtained in connection with the arbitration process, including the resolution of the Dispute. You may bring claims only on your own behalf.
NEITHER YOU NOR COINSPRING WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT TO ARBITRATE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST COINSPRING INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if Coinspring is a party to the proceeding.
This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
(ii) Judicial Forum for Disputes. In the event that the agreement to arbitrate under Section 20.3(b) is found not to apply to you or your claim, you and Coinspring agree that any judicial proceeding (other than small claims actions) must be brought solely and exclusively in, and will be subject to the applicable procedural rules of, the federal or state courts of New York County, NY. Both you and Coinspring irrevocably consent to venue and personal jurisdiction there. Notwithstanding the foregoing, Coinspring may bring a claim for equitable relief in any court with proper jurisdiction.
(iii) Survival. This arbitration agreement will survive the termination of your use of the Platform, the Applications or any of the other Coinspring Services or your relationship with Coinspring.
(c) 30 Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in this Section 22.3 above by sending written notice of your decision to opt-out to Coinspring’s contact information listed at the bottom of these Terms. The notice must be sent to Coinspring within thirty (30) days of your registering to use the Platform or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with the terms of this Section 20.3. If you opt-out of these arbitration provisions, however, we also will not be bound by them.
(d) Improperly Filed Disputes. All claims you bring against Coinspring must be resolved in accordance with this Section 20.3. All claims filed or brought contrary to this Section 20.3 shall be considered improperly filed. Should you file a claim contrary to this Section 20.3, Coinspring may recover attorneys’ fees and costs up to $15,000, provided that Coinspring has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
These Terms and related Policies, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Coinspring without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
Upon termination of these Terms, your use of the Platform, the Applications or any of the other Coinspring Services, or your relationship with Coinspring, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 1, 2, 4.3, and 9 - 20.
The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
20.8 ENTIRE AGREEMENT.
20.9 NO AGENCY.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
20.10 GEOGRAPHIC RESTRICTIONS
Coinspring is based in the state of New York in the United States. Coinspring makes no claims that the Platform, the Applications or any of the other Coinspring Services or any of the content is accessible or appropriate outside of the United States. Access to the Site, the Platform, the Applications and the other Coinspring Services may not be legal by certain persons or in certain countries. If you access the Platform, the Applications or any of these other Coinspring Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Coinspring with respect thereto.
The Site, the Platform, the Applications and the other Coinspring Services are offered by Coinspring located at 22 King St #10, New York, NY 10014 or by email: email@example.com. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.
California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.