Last Updated: October 1st, 2025
These Terms of Service (this "Agreement" or these "Terms") constitutes a binding legal agreement between you ("you" or "your") and Coinflow Labs Limited ("Coinflow," "we," "our," or "us"). This Agreement governs the services, products, technologies, programs, documentation, tools, software, features, and any other service that may be offered by Coinflow from time to time (collectively, the "Services"). By using the Services, you indicate that you have read and understand this Agreement and agree to be bound by this Agreement. If you do not agree to this Agreement then you must not use the Services and we do not grant, shall not grant, or be deemed to grant to you, the license to use or access the Services. This Agreement incorporates by reference all information and data available or communicated via our website at http://www.coinflow.cash/ or a third party website (collectively, the "Platform").
THESE TERMS INCLUDE A WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, AS WELL AS A MANDATORY ARBITRATION CLAUSE THAT GOVERNS RESOLUTION OF CERTAIN DISPUTES AND WAIVES YOUR RIGHT TO SUE IN COURT OR HAVE A TRIAL BY JURY. PLEASE READ SECTION 21 CAREFULLY.
We provide the Services to legal entities and organizations ("Commercial Users") to facilitate transactions like the purchase of goods or services between Commercial Users and persons who pay Commercial Users ("Purchasers"). The Commercial User is responsible for the goods or services that Purchasers may purchase from them while using the Services and the resolution of any dispute connected therewith, including, without limitation, delivery, quality of goods, fraud, advertising, customer support, refunds, returns, intellectual property rights, liability relating to their products or services, and breach of applicable law.
In order to use the Services, Commercial Users must create and maintain an account with us ("Coinflow Account"). Only companies, organizations, and other legal entities are eligible to apply for a Coinflow Account or use the Services. If you open a Coinflow Account then you must be 18 years old, capable of forming a binding contract with us, and have not previously been suspended or removed from using the Services. You may only register for a Coinflow Account on behalf of a Commercial User if have the authority to bind your legal entity or organization to these Terms and your acceptance of these Terms binds such legal entity or organization to these Terms. Your email address and a password selected by you will be used to access your Coinflow Account ("Credentials").
In connection with the Coinflow Account registration process, you will be required to provide certain information and documentation. You may also be required to provide information and documentation at other times. The information and documentation that you provide, whether as part of the Coinflow Account registration process or not includes, without limitation, your name, state of residence, address, telephone number, taxpayer identification number or social security number (SSN), photograph of your government issued ID, information regarding your bank account, articles of incorporation, beneficial ownership information, and source of funds. You are responsible for keeping your account information up to date, including the information that allows you to receive any notices or alerts that we may send you. You agree to indemnify us for any and all losses incurred as a result of your failure to provide complete, accurate, and up-to-date information at any point prior to, during, and following termination of your use of and access to the Services.
You hereby authorize us, directly or through a third party, to make inquires we consider necessary to make any inquiries we consider necessary to verify your identity and protect against the misuse of the Services, including, without limitation, querying information associated with your linked back account, obtaining your business credit reports, and acting as we reasonably deem necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries may be directed to fully respond to such inquiries or requests. We will have no liability or responsibility for any permanent or temporary inability to access or use any Service as a result of any identity verification or other screening procedures. You represent and warrant that all information that you submit when you register for a Coinflow Account is accurate, current, true, and complete, and you will keep your account information accurate, current, and complete.
Your use of the Services is subject to applicable law including, without limitation, export restrictions, end-user restrictions, anti-terrorism laws, and economic sanctions imposed, administered, or enforced by the United States Department of Treasury's Office of Foreign Asset Control, United States Department of State, United States Department of Commerce, United Nations Security Council, and/or any other applicable national, regional, provincial, state, municipal, or local law or regulation. You represent and warrant that you are not located in, organized under the laws of, or a resident in any country or territory subject to territorial sanctions, nor under the control of any person or entity located or a resident in any country or territory subject to territorial sanctions.
You hereby represent and warrant that you will notify us of any change in your circumstances which may affect your ability to meet the eligibility criteria or may result in a change to the Services available to you. If you no longer meet our eligibility criteria at any time (including because of a change to your circumstances or to our eligibility criteria), we may suspend or terminate your ability to access and/or use some or all of the Services.
To use certain functions of the Services, you must connect a compatible software application or other mechanism ("Digital Asset Wallet"). Your relationship with the provider of any Digital Asset Wallet you use in connection with the Services is governed by the terms and conditions of that third party's agreement(s) with you. We assume no responsibility or liability in connection with your use of any Digital Asset Wallet connected to the Platform or with the Services. We reserve the right, in our sole discretion, to prohibit certain Digital Asset Wallet's from connecting to the Platform or from interacting with any part of the Platform or the Services. We do not make any representations or warranties regarding how the Services or the Platform will interact or operate with any Digital Asset Wallet you use in connection with the Services or the Platform.
The Services are non-custodial applications; we do not, at any time, custody, possess, or control the virtual currency, cryptocurrency, stablecoins, or other cryptographic tokens (collectively, "Digital Assets") held in your Digital Asset Wallet. As the owner of the Digital Assets stored by the Digital Asset Wallet, you acknowledge and agree that you bear all risk of loss regarding such Digital Assets and you will not hold us liable for Digital Asset fluctuations or other loss associated with any Digital Asset Wallet you use in connection with the Services. You are solely responsible for the custody of the cryptographic private keys associated with any Digital Asset Wallet you use or connect to the Services. You should never share your Digital Asset Wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of any Digital Asset Wallet.
You accept full responsibility for any activities that occurs via your Coinflow Account. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys, or other codes that you use to access the Services. Any loss or compromise of any of the foregoing can result in unauthorized access to your Coinflow Account by third parties and the loss or theft of any Digital Assets, fiat currency, or other funds that may be associated with your Coinflow Account. We assume no responsibility for any loss that you may sustain due to a compromise of your access credentials due to no fault of ours or your failure to follow up or act on any notices or alerts that we provide or send to you. In the event that we suspect that an unauthorized person is using your Coinflow Account, we reserve the right to terminate, suspend, or restrict your Coinflow Account. You agree to notify us immediately of any breach of security or unauthorized use of your Coinflow Account.
The Platform provides a web based means to access software protocols that run on blockchain networks (the "Protocol"). The Platform is distinct from the Protocol. The Platform is one but not the exclusive means of accessing the Protocol. The Protocol itself is comprised of open-source or source-available self-executing smart contracts. We do not provide the services made available to you via the Protocol. You acknowledge and agree that the Platform is distinct from the Protocol and the Platform is not the exclusive means of accessing the Protocol. You further understand and agree that we do not control trade execution on the Protocol.
Without limiting any other term or provision in this Section, you authorize Coinflow to debit each bank or other financial institution account you identify to Coinflow ("Bank Account") without separate notice and according to the applicable debit authorization, in order to collect amounts that you owe under this Agreement. If we are unable to collect those amounts by debiting a Bank Account then you immediately grant to Coinflow a new, original authorization to debit each Bank Account without notice and according to the applicable debit authorization. Coinflow may rely on this authorization to make one or more attempts to collect all or a subset of the amount owed. Your authorization under this Section will remain in full force and effect until all of your Coinflow Accounts are closed or all fees and other amounts you owe under this Agreement are paid, whichever occurs later in time. If applicable debit scheme authorization rules grant you the right to revoke your debit authorization, then to the extent such rules permit, you waive that right.
You authorize Coinflow to initiate electronic ACH debit and credit entries to each U.S. bank account or other payment instrument that you link to your Coinflow Account or otherwise provide to us and to initiate adjustments for any transactions credited or debited in error. You waive any prior notice requirements for Coinflow to provide you with notice of a debit for amounts owed to Coinflow or amounts used to credit or transfer funds to any of your accounts. You confirm that you are the only person required to authorize debits from such accounts. You understand and agree that you may amend or cancel this authorization at any time by providing Coinflow with thirty (30) days' notice. We may acquire information from our financial service providers and update your Coinflow Account if certain information regarding your account changes.
Coinflow may use Plaid, Inc. to gather your data from financial institutions. When you connect a bank account to the Platform and input your online banking credentials for verification, you are granting Plaid the right, power, and authority to access and transmit your personal and financial information from your financial institution. You agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with Plaid's privacy practices currently located at http://www.plaid.com/legal.
You authorize Coinflow to initiate debit and credit entries to the bank account or other financial institution account maintained by you at an institution that is a member of the Canadian Payments Association, doing business as Payments Canada, in each case, in accordance with this Agreement and the Pre-Authorized Debit Agreement attached hereto as Exhibit A ("PAD Agreement").
The Services support most domestic and international credit or debit cards with a Visa, Mastercard, American Express, or Discover logo. We may add or remove support for certain payment cards at any time without prior notice. We may elect only to process cards that receive an authorization from the applicable issuer. You agree to accept all of the cards issued by payment card networks, associations, or companies (collectively, "Card Networks") that the Services support in accordance with the terms of this Agreement. The Services also supports payments via the National Automated Clearing House ("ACH") from U.S.-based Purchasers with a U.S. bank account to U.S. based Commercial Users, if supported by the Platform. The Services also supports payments via Apple Pay to Commercial Users in the U.S., if supported by the Platform. The Apple Pay Web Merchant Terms and Conditions currently located at http://www.developer.apple.com/apple-pay/terms/apple-pay-web/ apply and you agree to be bound by them. In order to use the payment functionality of the Services, you must agree to our bank's and payment partner's Terms of Service, provided by Checkbook.
There may be times when your customer may not be the authorized user of the payment method or otherwise contests the transaction. In these instances, the amount of a transaction may be reversed or charged back ("Chargeback"). If we believe you might incur or are incurring an excessive number or amount of Chargebacks, we may establish additional conditions governing your access to the Services and/or your Coinflow Account including: (a) establishing new processing fees; (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees; or (c) terminating or suspending the Services.
In certain circumstances, Coinflow may have an obligation to report any Digital Assets of funds associated with the Coinflow Account to the applicable governmental entity as unclaimed property, such as if Coinflow ceases providing Services. If this occurs, Coinflow will attempt to contact you at the address shown in our records. If we are unable to get in touch with you, we may be required to deliver any applicable funds the applicable state or jurisdiction as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law. You agree that Coinflow will not have any responsibility or liability for any losses, unrealized gains, damages, expenses, or other harm that you may incur in connection with our turning over Digital Assets or fiat currency to the applicable governmental entity or liquidation of your Digital Assets.
We may withhold funds by temporarily suspending or delaying payment of funds to you and/or designate an amount of funds that you must maintain in a separate reserve account (a "Reserve") to secure the performance of your obligations under any agreement between you and Coinflow. We may require a Reserve for any reason related to your use of the Services including chargebacks and refunds. The Reserve will be in an amount as reasonably determined by us to cover potential losses to Coinflow. The Reserve may be raised, reduced or removed at any time by Coinflow in its sole discretion based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in Coinflow's favor, or otherwise as we may determine or require. Upon acceptance of these Terms, you confirm that you have read, understood and accepted Coinflow's Pre-Authorized Debit Agreement. You agree to execute any additional documentation as may be required from time to time for us to debit your bank account as described in these Terms. You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve or any bank account linked to your Coinflow Account(s), without prior notice to you, to collect amounts that you owe us. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve. We reserve the right to apply funds in the Reserve toward and set off any funds that would otherwise be payable to Coinflow to you against, the satisfaction of any amounts due from you pursuant to these Terms. The right to require a Reserve will survive termination of this Agreement. This means that this Section will remain in force even if you or we terminate the Agreement.
The Platform may include, without limitation, links to sites, technology, applications, products, services, materials, or resources, provided or made available to you by third parties ("Third Party Services"). Your access and use of any Third Party Service are subject to the terms and policies of the third party that provides such Third Party Service.
You acknowledge and agree that you are solely responsible for any and all costs and charges associated with your use of any Third Party Service. Our integration or inclusion of any Third Party Service does not imply endorsement or recommendation. You acknowledge and agree that we are not responsible for the availability, reliability, accuracy, or legitimacy of any Third Party Service (including any related websites, resources or links displayed therein). Any dispute you have involving a Third Party Service including, without limitation, your intellectual property rights, is between you and the provider of such Third Party Service. We will not be responsible or liable for any damage or loss caused or alleged to be caused by, or in connection with, your use of, or reliance on, any Third Party Service. If, to the extent we permit, you grant express permission to a Third Party Service to access or connect to the Services through such third party or the Platform, you acknowledge that granting permission to any third party to take specific actions on your behalf does not relieve you of any of your responsibilities under these Terms. You are fully responsible for any act or omission of any third party. You acknowledge and agree that you will not hold us responsible for, and will indemnify us from, any liability arising out of or related to any act or omission of any third party with access to your Digital Asset Wallet, application, software, or other mechanism that you use to interact with the Services.
The Services associated with certain accounts include a Third Party Service that generates a Digital Asset Wallet ("Third Party Wallet"). All Digital Assets, fiat currency, and other funds held in a Third Party Wallet shall at all times remain with you and shall not transfer to us. Digital Assets held in a Third Party Wallet are not property of Coinflow and are not intended by us to be subject to claims of our creditors. As the owner of the funds in a Third Party Wallet, you bear all risk of loss of such funds and we shall have no liability for Digital Asset fluctuations or loss. We do not represent or treat customer Digital Assets as belonging to us. Private Keys to Third Party Wallet's may be stored by us offline or in electronic or physical vaults or other secure locations that may be only accessed in accordance with established security procedures. Third Party Services that provide the ability for you to transfer fiat currency or Digital Assets to your Third Party Wallet are not provided by us nor are they part of the Services.
To the maximum extent permitted by applicable law, you waive any and all claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, against Coinflow and its affiliates, and each of their respective officers, employees, agents, and successors arising out of or in any way related to any of the risks set forth herein. You also waive application of Section 1542 of the Civil Code of the State of California, or any similar statue or law of any other jurisdiction. Section 1542 reads as follows: "a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."
The Services may permit you to generate one or more addresses to which Digital Assets may be transferred from an account, wallet, or address not hosted or controlled by us or a bank account at a financial institution ("External Account"). We may directly or through a third party require that you verify control over an External Account or satisfy other verification or screening requirements prior to enabling transfers between the applicable External Account and the Services.
You are required to retain in your Digital Asset Wallet or External Account a sufficient quantity of Digital Assets or fiat currency necessary to satisfy your withdrawal request (and any applicable fees). Also, there may be limits on: (a) the amount that you are able to withdraw (on a daily or any other time interval); (b) the amount or timing of withdrawals; and/or (c) other limits based on risk mitigation, fraud prevention, and other security protocols implemented by us or a Third Party Service provider. A withdrawal of Digital Assets will be unconfirmed for a period of time, pending sufficient confirmations from the applicable network. A withdrawal of Digital Assets is not complete while it is in this pending state. We make no representations, warranties, or guarantees that your withdrawal of Digital Assets will be confirmed by the applicable network or that the withdrawal will be confirmed in a specific, reasonable, or any other period of time. Coinflow is unable to reverse any transfers and will not have any responsibility or liability to you if you send fiat currency to an External Account that is incorrect, improperly formatted, or erroneous.
We may use a third party payment processor to process any fiat currency transaction between you and us including transactions related to your use withdrawals from your Digital Asset Wallet.
In connection with the Services, you may receive earn or receive incentives, prizes, points, or rewards that you may receive or earn ("Rewards"). Any Reward that we may offer or make available to eligible users, from time to time and at any time, is subject to these Terms and any other applicable term or provision directly related to or in connection with the Reward. You hereby unconditionally and irrevocably confirm that you understand and accept any and all risk directly related to or in connection with any and all Rewards. We expressly disclaim all representations and warranties regarding any Reward including that any: (a) Reward will be received; (b) Reward will occur on a continuous basis; (c) Reward will be on an uninterrupted basis or error-free basis; and (d) any particular Digital Asset will be available in connection with the Reward. We have no liability for and expressly disclaim any and all loss, liability, or damage that you may incur directly, indirectly, or in connection with the Services, Rewards, or other features we provide including without limitation damage arising from or in connection with interruptions, errors, or defects in the applicable Services associated with the Reward, third party disruptions of or unauthorized access to the Services and suspension, discontinuance, and/or restriction of any Services and/or Rewards. Some or all of the aggregate amount of the Rewards or other amounts may be programmatically destroyed as a penalty imposed by the applicable underlying blockchain network ("Slashing Penalty"). We will not be responsible or liable for any monetary or equitable damage you incur including any legal or monetary arising directly or in connection with your access, use, or unauthorized access of the Services.
You understand, accept, and agree to assume all of the various risks involved in interacting with the Platform, the Services, Digital Assets, Rewards, and all other services, products, or features directly related to or in connection with this Agreement including all risks set forth below.
By accessing or using the Services, you acknowledge, agree, represent, and warrant, in each case as applicable, each of the items contained in this Section.
You represent and warrant that you have received a copy of, have carefully read, understand, accept, and agree to assume all of the risks involved with the Services and Digital Assets including without limitation, the risks specifically set forth in this Agreement. You agree that we will not be liable to you for any loss, damage, expense, or liability that is or may relate to any of the risks specifically set forth in this Agreement. You represent and agree that you are able to bear any financial or other loss associated with or that may otherwise relate to your access or use of the Services.
You represent and warrant that you are not relying on (and will not at any time rely on) our communication (written or oral) as advice or as a recommendation to engage in any transaction or interaction involving the Services. You agree that we have not: (a) given any guarantee or representation as to the potential success, return, effect, or benefit (either legal, regulatory, tax, financial, accounting, or otherwise) of transacting in Digital Assets, and/or using the Services; and (b) made any representation to you regarding the legality of transacting in Digital Assets and/or the Services under applicable law. In deciding to use the Services, you are not relying on advice or recommendations of ours, and you have made your own independent decision that using the Services is suitable and appropriate for you.
You acknowledge and agree that we do not provide investment advice and any content on the Services or other communication channel should not be considered as tailored investment advice. You must seek professional advice regarding your particular financial, legal, technical, and other conditions prior to commencing your use of the Services. You represent and warrant that you fully understand all risks associated with using the Services and you have the necessary experience, understanding, and risk tolerance for using the Services including the necessary experience and knowledge to enter into any use or transaction regarding the Services. You acknowledge and accept any and all risks regarding the Services and are responsible for conducting your own independent analysis of the risks specific to your access or use of the Services.
WE MAKE NO REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE LAWFULNESS OF YOUR PARTICIPATION IN ANY PRODUCT OR SERVICE OFFERED BY A THIRD PARTY SERVICE PROVIDER OR USE OF THE PLATFORM OR SERVICES, NOR SHALL ANY PERSON AFFILIATED, OR CLAIMING AFFILIATION, WITH US HAVE AUTHORITY TO MAKE ANY SUCH REPRESENTATION OR WARRANTIES.
You may not use the Services to engage in the following categories of activity (each a "Prohibited Use"). The specific types of activities listed below are representative, but not exhaustive.
You represent and warrant to us that:
We may, at our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, all or any part of the Services. You acknowledge that our decision to take certain actions including limiting, suspending, or terminating your access to the Services, may be based on our confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of our risk management and security procedures to you.
We will not be liable for any losses suffered by you resulting from any modification of the Services or from any suspension or termination of your access to all or a portion of the Services. You acknowledge that Digital Asset values may fluctuate during any period during which the Services have been suspended and agree that we will have no liability for any such fluctuations. You also acknowledge that in the event of permanent suspension or termination of the Services, the Digital Assets associated with your account may be lost and that we will have no liability for any such losses. You waive and hold us and our affiliates, licensees, and service providers harmless from any claims resulting from any action taken by us and/or any of the foregoing parties during, or taken as a consequence of, investigations by us, such parties, or law enforcement authorities. We have the right and sole discretion to cooperate fully 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 Services.
In the event of the termination of your right to access or use any part or all of the Services, discontinuation of the Services, or other termination of your right to access any portion of the Services you will not have any use of or access to any information or documentation you submitted through the Services and all rights granted under these Terms will end. Termination does not relieve you of your obligations to pay amounts owed to Coinflow, Commercial Users, or any other obligation contracted prior to termination. Termination does not revoke any third-party payment authorizations.
The Services and its entire contents, features, and functionality including but not limited to all information, software, text, displays, images, video, and audio, the design, selection, and arrangement thereof, and the "look and feel" of the Services, except any open source software, are owned by us ("Coinflow Materials"), our licensors, or other providers of such material and are protected by applicable and/or international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
In connection with your use of the Services, you may use the Coinflow Materials solely as authorized by us for as long as we permit you to continue accessing the Services. Without limiting the foregoing, you agree not to:
We hereby permit you to use and access the Services, provided that you comply with these Terms. If any software, content, or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a non-sublicensable, non-transferable, and non-exclusive right and license to execute, access, and display such software, content, and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms.
If your use or access to the Services is in breach of these Terms, your right to access the Services will stop immediately and you must, at our sole option, return or destroy any copies of the materials that you made directly or indirectly from the Services. No right, title, or interest in or to the Services is transferred to you, and all rights not expressly granted are reserved by us. You may freely use any open-source materials up to the limits provided, but in accordance with any requirements placed, by those materials' open-source licenses. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other applicable laws.
We do not warrant the accuracy, completeness, or usefulness of any materials or information that we or a third party present on or through the Services and such information is made available solely for general information and education purposes. Any material, content, or information posted to the Services should not be construed as an intention to form a contract, and in no case should any information be construed as an offer from Coinflow to buy, sell, exchange, or otherwise transact with you. We disclaim all liability and responsibility arising from any reliance placed on such information or materials by you, any other user or person who may be informed of any of the Services contents, or by the actions or omissions of others interacting with the Services.
You are responsible for your interactions with other users. While we reserve the right to monitor interactions between users, we are not obligated to do so, and we cannot be held liable for your interactions with other users, or for any user's actions or inactions. If you have a dispute with one or more users, now or in the future, you agree to release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) 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. In entering this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures (collectively, "Communications") that we provide in connection with your Coinflow Account and your use of the Services as described in the Electronic Communications Policy attached hereto as Exhibit B and incorporated into this Agreement by this reference.
We may make available special offers or conduct promotions for qualifying users. We or a third party may, subject to applicable law, establish qualifying criteria to participate in any special promotion at our sole discretion. You agree that without limitation, we may revoke, modify or discontinue any such special offer at any time and for any reason without advance notice to you. We are under no obligation to make available special offers to all users. We make no recommendation and do not provide any advice about the value or utility of a Digital Asset or any other virtual or physical product, good, or service that is part of a promotion.
Any questions, suggestions, ideas, feedback, reviews, or other information or materials regarding the Services that you provide us with (collectively, "Feedback") are non-confidential. Coinflow will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise without acknowledgment, attribution, or compensation to you. You hereby assign to Coinflow all right, title, and interest to Feedback together with all associated intellectual property rights and waive any claim for, acknowledgement or compensation based on any Feedback or any modifications made based on any Feedback.
Coinflow is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in your use of the Services. Coinflow does not provide investment, tax, or legal advice, and you are solely responsible for any transaction, investment, strategy, decision, or other act that you make when using the Services. We may provide educational material or information on the Platform, through the Services, social media account, or other channel of communication. No communication or information provided to you by Coinflow is intended as, or shall be considered or construed as, advice. To the fullest extent permissible by law, you agree that your access or use of the Services causes Coinflow or any user to owe fiduciary duties or liabilities to you or any third party. Further, you acknowledge and agree to the fullest extent such duties or liabilities are afforded by law or by equity, such duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated, and that we shall be held completely harmless in relation thereof.
You agree to pay the applicable fees listed in these Terms, any other agreement between you and Coinflow, and as described in your Coinflow Account ("Fees"). We may, in our sole discretion and at any time, set or modify the fees for the Services. If we set or modify fees for the Services then you must agree to the changes to continue using the Services. Except when required by law, fees are non-refundable.
Digital Asset transactions require the payment of transaction fees to the appropriate network's nodes, miners, validators, or operators ("Blockchain Fees"). You will be solely responsible to pay the Blockchain Fees for any transaction that you initiate via the Services. Blockchain Fees are neither levied directly by Coinflow nor paid to or shared with Coinflow in any way, but rather are determined by your use of the Services and the rules placed by corresponding blockchain communities at large. You acknowledge and agree that Coinflow has no control over Blockchain Fees (including without limitation their applicability, payment, amounts, transmission, intended operation, and effectiveness) whether related to your use of the Services or otherwise, and in no event will Coinflow be responsible to you or any other party for the payment, repayment, refund, disbursement, indemnity, or for any other aspect of your use or transmission of Blockchain Fees.
You are responsible for your use of the Services, the functionalities that you enable, transactions engaged on the Protocol, Platform, and through the Services, and access or use of the information derived thereof. You are also solely responsible for complying with all applicable laws related to transactions and activities that directly or indirectly incorporate our provision of the Services. You acknowledge and understand that we are not registered nor licensed with, nor have the Services or the software contained therein been reviewed by any securities, commodities, or other financial or banking regulator. You further acknowledge and understand that we cannot and do not guarantee or warrant that files available for download from the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for: (a) an appropriate blockchain based utility; (b) anti-virus protection and accuracy of data input and output; and (c) your participation in and use of the Services and related technologies.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NOT EVENT WILL COINFLOW, ITS AFFILIATES, AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, MAN-IN-THE-MIDDLE ATTACK, VIRUS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES, PLATFORM, OR COINFLOW MATERIALS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF COINFLOW THROUGH THE SERVICES, OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY THIRD PARTY WEBSITE LINKED TO IT.
YOUR USE OF THE SERVICES AND ANY SERVICE CONTENT IS AT YOUR SOLE RISK. THE SERVICES, COINFLOW MATERIALS, THE PLATFORM, THE PROTOCOL, AND ANY PRODUCT, SERVICE, FEATURE, REWARD, OR OTHER PRODUCT, SERVICE, ITEM PROVIDED BY OR ON BEHALF OF COINFLOW ARE PROVIDED ON AN "AS IS'' AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, IN NOT EVENT WILL COINFLOW, ITS AFFILIATES, AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE FOR, AND EXPLICITLY DISCLAIM, ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATED THE SERVICES, COINFLOW MATERIALS, THE PROTOCOL, OR PLATFORM, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF COINFLOW WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (WITHOUT LIMITATION) THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER COINFLOW, ITS AFFILIATES, AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES, COINFLOW MATERIALS, THE PROTOCOL, AND/OR ANY PRODUCT, SERVICE, FEATURE, OR OTHER PRODUCT OR SERVICE PROVIDED BY OR ON BEHALF OF COINFLOW.
COINFLOW, ITS AFFILIATES, AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES DO NOT REPRESENT OR WARRANT THAT: (A) ACCESS TO THE SERVICES, COINFLOW MATERIALS, THE PLATFORM, THE PROTOCOL, AND ANY PRODUCT, SERVICE, FEATURE, OR ITEM PROVIDED BY OR ON BEHALF OF COINFLOW WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, WITHOUT DELAY, ERROR-FREE, SECURE, OR FREE FROM DEFECTS; (B) THE INFORMATION CONTAINED OR PRESENTED ON THE SERVICES, COINFLOW MATERIALS, THE PROTOCOL, OR THE PLATFORM IS ACCURATE, RELIABLE, COMPLETE, CONCISE, CURRENT, OR RELEVANT; (C) THE SERVICES, COINFLOW MATERIALS, THE PROTOCOL, OR THE PLATFORM, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF COINFLOW OR ANY SOFTWARE CONTAINED THEREIN WILL BE FREE FROM DEFECTS, MALICIOUS SOFTWARE, ERRORS, OR ANY OTHER HARMFUL ELEMENTS, OR THAT ANY OF SUCH WILL BE CORRECTED; OR (D) THE SERVICES, COINFLOW MATERIALS, THE PLATFORM, THE PROTOCOL, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF COINFLOW WILL MEET ANY USER'S EXPECTATIONS. NO INFORMATION OR STATEMENT THAT WE MAKE, INCLUDING DOCUMENTATION OR PRIVATE COMMUNICATION, SHOULD BE TREATED AS OFFERING ANY WARRANTY CONCERNING THE SERVICES, COINFLOW MATERIALS, THE PLATFORM, OR THE PROTOCOL, AND ANY PRODUCT, SERVICE, REWARDS, OR OTHER ITEM PROVIDED BY OR ON BEHALF OF COINFLOW. WE DO NOT ENDORSE, GUARANTEE, OR ASSUME ANY LIABILITY OR RESPONSIBILITY FOR ANY CONTENT, ADVERTISEMENTS, OFFERS, STATEMENTS, OR ACTIONS BY ANY THIRD PARTY EITHER REGARDING THE SERVICES, COINFLOW MATERIALS, THE PLATFORM, THE PROTOCOL, REWARDS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF COINFLOW. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agrees to defend, indemnify, and hold harmless Coinflow, its affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL COINFLOW, 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 SERVICES, COINFLOW MATERIALS, THE PLATFORM, THE PROTOCOL, AND/OR ANY PRODUCT, SERVICE, REWARD, DIGITAL ASSET, OR OTHER ITEM PROVIDED BY OR ON BEHALF OF COINFLOW, 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. THIS DISCLAIMER OF LIABILITY EXTENDS TO ANY AND ALL DAMAGES CAUSED BY ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, THOSE CAUSED BY FRAUD, DECEIT, OR MANIPULATION), WHETHER OR NOT A USER, OR ANY FAILURE, EXPLOIT, OR VULNERABILITY OF THE SERVICES, THE PLATFORM, THE PROTOCOL, COINFLOW MATERIALS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF COINFLOW.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF COINFLOW, AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID DIRECTLY TO COINFLOW FOR THE SERVICES IN THE LAST SIX (6) MONTHS OUT OF WHICH LIABILITY AROSE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Please read this section carefully because it waives any right to participate in any class action or other representative action or proceeding. This section requires you to arbitrate certain disputes and limits the ways in which you can seek relief, including by precluding you from suing in court or having a jury trial.
To the extent permissible by law, any claim, controversy, or dispute arising out of or related to this Agreement, or any products or services provided in connection with the Services (each a "Dispute") must be brought in your individual capacity, and not as a plaintiff or class member in any putative class, collective action, or representative proceeding (collectively "Class Action Waiver"). The arbitrator may not consolidate more than one person's claims or engage in any arbitration on behalf of a class. You agree that, by entering into this Agreement, you are waiving the right to a trial by jury and the right to participate in a class action.
Before filing a claim against Coinflow, you agree to try to resolve the Dispute by first emailing support@coinflowlabs.app with a description of your claim and proof of your relationship with Coinflow. If we can't resolve the Dispute within sixty (60) days of our receipt of your first email, you or Coinflow may then submit the Dispute to binding arbitration as provided herein.
All Disputes between you and Coinflow must be resolved by final and binding arbitration. By agreeing to binding arbitration, you and Coinflow expressly waive the right to formal court proceedings including without limitation trial by jury and class action. This Agreement affects interstate commerce, and the enforceability of this section will be substantively and procedurally governed by the Federal Arbitration Act 9 U.S.C. § 1, et. Seq. ("FAA").
The arbitration shall be conducted by the International Chamber of Commerce ("ICC") under its Commercial Arbitration Rules ("ICC Rules") then in effect. If you are a consumer, the most recent version of the ICC Rules can be accessed here. These Terms shall govern any conflict between the ICC Rules and these Terms. The location and type of hearing shall be determined in accordance with the ICC Rules. Further, a party's right to request a hearing shall also be determined in accordance with the ICC Rules. Unless otherwise ordered by an arbitrator or pursuant to the ICC Rules, any in-person arbitration shall be in English and held remotely to the maximum extent and administered in New York, New York, or another mutually agreeable location.
Coinflow, the arbitrator, and you, will each maintain the confidentiality of any arbitration proceedings, judgments, and awards including information shared and produced during the arbitration.
Any arbitration must be commenced by filing a demand for arbitration within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. If a claim is not filed within such period, the Dispute is permanently barred.
If any portion of this section is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision shall be severed from these Terms and such severance of the provision(s) shall have no impact whatsoever on the remainder of this section. Further, to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Lastly, if any provision in this section is found to prohibit an individual claim seeking public injunctive relief, such provision shall have no effect to the extent relief is allowed to be sought outside of arbitration. The remainder of this section shall remain in full force and effect.
Notwithstanding any term or provision in this Agreement to the contrary, you and Coinflow agree that if Coinflow makes any future material change to this section, we will notify you. Your continued use of the Services including the acceptance of features and services offered following the posting of changes constitutes your acceptance of any such changes.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. You agree that Coinflow may initiate a proceeding relating to the enforceability or validity of Coinflow intellectual property rights in any court of competent jurisdiction. With respect to any other proceeding not subject to arbitration under this Agreement, the courts located in the State of Delaware will have exclusive jurisdiction. You waive any objection to venue in any such courts.
We reserve the right to amend this Agreement, any other agreement or document incorporated or referenced in this Agreement, and any policy governing the use of the Services at any time and in our sole discretion. Any amendment will be effective immediately and you waive any right you may have to receive any specific notice of such amendment. Your continued use of the Services after posting of such amendment constitutes your agreement to be bound by all then-in-effect amendments to this Agreement, regardless of whether you have actually reviewed them.
These Terms, and any other document, material, or information referenced herein is particular to you and any attempt that you make to assign, novate, or transfer your rights, interests, liabilities, and/or obligations is null and void, unless you have received Coinflow's prior written consent. Coinflow reserves the right to assign our rights without restriction, including without limitation to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their successors and permitted assigns.
We reserve the right to change, suspend or discontinue, or terminate, restrict, or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice. All sections of this Agreement that by their nature should survive termination shall survive termination.
Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation, or any governmental agency whether local, state, or federal, such provision shall be interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law, and the validity or enforceability of any other provision of the Terms shall not be affected.
Headings of sections are for convenience only and shall not be used to limit or construe such sections.
You acknowledge and consent that the Services are provided by us according to our current technological capability and other business conditions. While we have made every effort to ensure continuity and security of the Services, we are unable to completely foresee and hedge against all legal, technological, and other risks. Coinflow will not be held liable for delays, failure in performance, or interruption of Services that result directly or indirectly from any cause or condition beyond our reasonable control. Such instances include: (a) acts of God such as earth earthquakes, fires, cyclones, explosions, typhoons, monsoons, landslides, lightning, storms, tempests, pandemics, droughts or meteors; (b) acts of war, whether declared or undeclared, including invasion, act of a foreign enemy, hostilities between nations, civil insurrection, or militarily usurped power; and acts of terrorism; (c) civil disorder, such as acts of a public enemy, malicious damage, terrorism, sabotage, or civil unrest; (d) embargoes or sanctions (such as confiscation, nationalization, requisition, expropriation, prohibition, restraint or damage to property by or under the order of any government or governmental authority; (e) unnatural disasters, such as ionizing radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel; (f) labor disputes, including strikes, blockades, lock-outs, or other industrial disputes; (g) failure of telecommunication outlets, including the internet, communications networks and facilities, or other infrastructure, systems, operations or of equipment relevant to the provision or use of the Services; (h) data breaches or data-processing failure or incomplete processing; and/or (i) changes in laws or regulations that may materially affect the Digital Assets and/or blockchain industries (collectively, "Force Majeure Events").
It is your sole responsibility to determine whether and to what extent any taxes apply to activity you conduct through the Services; and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. No communication or information provided to you by Coinflow is intended as, or considered or construed as, legal or tax advice.
Any notices or other communications provided by us under these Terms including those regarding modifications to these Terms will be posted online, in the Services, or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures that we provide in connection with your use of the Services.
To understand how Coinflow collects, uses, and shares information about you, please review our [Privacy Policy].
Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties and their successors and permitted assigns, any of the rights hereunder.
These Terms and every other term or provision applicable to you, including any document incorporated by reference herein, constitute the entire agreement and understanding between you and Coinflow as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including any prior versions of these Terms). Unless otherwise specifically stated, these Terms govern and control any conflict between these Terms and any other agreement you may have with Coinflow.
These Terms are set forth in the English language and all communications including any notices or information being transmitted shall be in English. In the event that these Terms or any part of it is translated (for any proceedings, for your convenience, or otherwise) into any other language, the English language text of these Terms shall prevail.
You agree that any debit withdrawal by Coinflow under the Terms or any other agreement between you and Coinflow ("Payment Terms") is a pre-authorized debit ("PAD") for Coinflow to debit your bank account for business purposes, as defined under Rule H1 of Payments Canada.
The amount of any PAD will vary and be based on the amount owed by you from time-to-time under the Payment Terms. The timing of issuance of each PAD will be triggered by the amount becoming due by you under the Payment Terms.
You waive the right to receive pre-notification or confirmation of the amount or timing of any PAD, and you agree that you do not require advance notice of the amount or timing of any PAD before the debit is processed. Without limiting the foregoing sentence, you acknowledge that no notice or confirmation is required for the amount or timing of any PAD or changes to the amount or timing of any PAD, when the debit of such amount or change in such amount is triggered by a specified act, event or other criteria under the Payment Terms.
If you change your bank account then this PAD Agreement will apply to the new account and you will provide Coinflow with written notice and information regarding the new account as we deem necessary. Following receipt of your written notice, it may take up to ten (10) business days to reflect any change to the account in the Platform.
You may revoke this PAD Agreement upon thirty (30) days' prior written notice to Coinflow, but any revocation will be a material breach of the Payment Terms. You may obtain a sample cancellation form, as well as further information on your right to cancel a PAD authorization by contacting your financial institution or by visiting www.payments.ca. In addition, Coinflow may stop issuing PADs either in accordance with the terms of this PAD Agreement or, where cancellation is not addressed, in accordance with the rules of Payments Canada.
You have certain recourse rights if any debit does not comply with this PAD Agreement. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD Agreement. To obtain more information on your recourse rights, you may contact your financial institution or www.payments.ca.
If you would like to make inquiries with Coinflow regarding this PAD Agreement or any PAD issued by Coinflow, you may contact Coinflow at support@coinflowlabs.app.
By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures (collectively, "Communications") that we provide in connection with your Coinflow Account and your use of the Services.
Communications include but are not limited to:
You agree that, unless applicable law otherwise requires, Coinflow may provide these Communications to you by posting them on the Platform, emailing them to you at the primary email address listed in your Coinflow Account, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.
In order to access and retain electronic Communications, you will need the following computer hardware and software:
You may withdraw your consent to receive Communications electronically by contacting us at support@coinflowlabs.app. If you fail to provide or if you withdraw your consent to receive Communications electronically, Coinflow reserves the right to immediately close your Coinflow Account.
It is your responsibility to provide us with a true, accurate, and complete email address and your contact information, and to keep such information up to date. You understand and agree that if Coinflow sends you an electronic Communication, but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Coinflow will be deemed to have provided the Communication to you. You may update your information by logging into Coinflow Account.