Coinable Terms of Service

Scope

These terms, and the accompanying privacy policy at https://coinablepay.com/legal/privacy-policy, which is incorporated into and a part of these terms, govern the use of the website at https://coinablepay.com and the associated tools and services available from the website.

Collectively, the website and the associated tools and services are referred to as the “Services” in these terms. The operator may offer other products and services.

Other users of the Services, such as merchants, may use the Services to post content and to facilitate blockchain transactions. The operator does not control user-posted content. The operator is not responsible for, and is not liable for, user-posted content of any kind. The operator cannot reverse any transactions made using the Services and is not liable for any loss or damages resulting from anyone’s use of the Services. You accept all risk of using the Services and any user-submitted content.

These terms include important provisions governing your use of the Services. These provisions affect such matters as your right to use the Services, actions you are prohibited from taking with respect to the Services, disclaimers regarding liability, and your waiver of the right to bring a suit in a court of law and to a jury trial. Before using the Services, make sure that you read and understand all of these terms and the accompanying privacy policy at https://coinablepay.com/legal/privacy-policy.

Coinable Inc., a BVI business company, operates the Services. It is referred to in this document as the “operator,” “we,” or “us.”

Important Terms

These terms include a number of especially important provisions that affect your rights and responsibilities, such as the disclaimers in Disclaimers, limits on the operator’s legal liability to you in Limits on Liability, your agreement to reimburse the operator for problems caused by your misuse of the Services in Your Responsibility, and an agreement about how to resolve disputes in Disputes.

Using the Services may require that you pay a fee to other users of the Services (such as merchants) or to the operator. Using the Services may also require that you pay a fee to parties other than users or the operator, such as gas charges on the blockchain to perform a transaction.

You acknowledge and agree that the operator has no control over any such transactions, the method of payment of such transactions or any actual payments of transactions. Accordingly, you must ensure that you have a sufficient balance of the applicable cryptocurrency tokens stored at your protocol-compatible wallet address to complete any transaction on the blockchain or Services before initiating such transaction.

Your Permission to Use the Services

Subject to these terms, the operator gives you permission to use the Services. You can’t transfer your permission to anyone else. Others need to agree to these terms for themselves to use the Services.

Use of the Platform.

When you use the Platform, you assent that:

You will not, or attempt to, make any unlicensed or unauthorized use of, or otherwise infringe violate or misappropriate, any patent, copyright, trademark, trade secret, right of privacy, right of publicity, or other intellectual property or proprietary right (collectively, “IP Rights”) of any entity or individual, including, without limitation, incorporating any original, variation or misspellings of any third-party trademarks, service marks, creative assets, or other brand identifiers without proper authorization;
You will not, or attempt to, Promote or Deliver Digital Goods, NFT Collectibles, Services, or Physical Products that: (i) constitutes illegal activity or is illegal; (ii) promotes or encourages discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age; (iii) targets, or intends to distribute to, children under the age of thirteen (13) years old; (iv) or is abusive towards other people;
You will not, or attempt to, defame or impersonate any entity or person, including, without limitation, copying the “look and feel” of any third-party website or branding, or conveying or implying that you are operating a third-party website or entity;
You will not, or attempt to, probe, exploit, disable, avoid, deactivate, remove, circumvent, crawl, scan, penetrate, or test the integrity and vulnerability of the Platform in any manner, including any client or server machine, or other security or authentication measures and safeguards;
You will not, or attempt to, disassemble, reverse engineer, or decompile any part of the Platform;
You will not, or attempt to, embed, insert, include, or disseminate any viruses or other harmful, or potentially harmful, data or technology into or through the Platform, including, without limitation, for the purposes of disrupting, damaging, or interfering with the Platform and/or other users of the Platform;
You will undertake best efforts to ensure that all communications and/or representations you make in connection with your Digital Good(s), NFT Collectible(s), Service(s), and/or Physical Product(s) will: (i) be accurate and contain all disclosures and disclaimers necessary to prevent such communications and/or representations from being false, deceptive, or misleading; and (ii) otherwise comply with all applicable laws, regulations, advisories, and policies related to consumer protection;
You will undertake best efforts to ship a Physical Product sold to a Buyer no later than seven (7) calendar days from the date of sale;
You will not require or suggest that a Buyer agree to any terms that reduce or limit Coinable Inc’s return and refund policy (see Section 7, below);
You will promptly: (i) respond to inquiries from Coinable Inc; (ii) notify Coinable Inc of any regulatory or legal complaints, or threats of such complaints, that you receive in connection with or in relation to a Digital Good, NFT Collectibles, Services, or Physical Product; and (iii) in connection with (ii) directly above, assist, at your sole cost and expense, in taking any appropriate or necessary actions reasonably requested by Coinable Inc to respond to and/or resolve such complaints; and
You will comply with all applicable laws, regulations, court orders, third party rights, applicable industry requirements, and any Coinable Inc policy or standard that may be issued from time to time.
In the event you Promote or Deliver Digital Goods, NFT Collectibles, Services, or Physical Products that contain personal information of any other individual, you must have provided any such notice to data subjects that may be required under applicable law and, to the extent required under applicable law, established a legal basis for your use of such personal data.

Availability of Services, Suspension and Termination

Subject to the terms and conditions of this Agreement and Coinable Inc's policies and procedures, Coinable Inc shall use commercially reasonable efforts to provide the Platform in a manner that will not disrupt your business. You acknowledge and agree that from time-to-time, the Platform may be inaccessible or inoperable for reasons including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs; or (iii) causes beyond the reasonable control of Coinable Inc or that are reasonably unforeseeable by Coinable Inc, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that Coinable Inc is not liable for interruptions to the availability of the Platform and further acknowledge that Coinable Inc does not guarantee access to the Platform on a continuous and uninterrupted basis. Coinable Inc may decline, remove or halt sales of any Digital Good, NFT Collectibles, Services, or Physical Product, suspend or terminate an Account, and/or suspend or terminate the Platform at any time, in its sole discretion, without cause or notice to you or any penalty or liability for doing so. Coinable Inc, in its sole discretion, may suspend or terminate your Account(s), if Coinable Inc suspects or has reason to believe and/or if a person otherwise claims that you have violated the law or breached any term of this Agreement. In addition to the foregoing, and all other rights and remedies available to Coinable Inc at law or in equity and notwithstanding anything in the Agreement to the contrary, in the event you breach any term of this Agreement, or your Account becomes dormant, Coinable Inc will have the right to immediately suspend or terminate your Account and your rights to access, use and/or otherwise participate in the Platform. Upon such termination, you agree to immediately cease all use of the Platform. Without limiting the foregoing, Coinable Inc shall have the right to immediately terminate your access and use of the Platform, or any portion thereof, in the event of any conduct that Coinable Inc, in its sole discretion, considers unacceptable. Following suspension or termination of an Account or retaining of funds pursuant to this Section, Coinable Inc will review your Account in a manner determined by Coinable Inc in its sole discretion. You agree to cooperate with this review if asked. You acknowledge and agree that such liquidated damages: (i) are not a penalty, and (ii) are reasonable and not disproportionate to such presumed damages to Coinable Inc.

Marketing Restrictions

CAN-SPAM Act. If you send emails, directly or indirectly, in connection with any Digital Good, NFT Collectibles, Services, or Physical Product, then you agree, acknowledge, represent and warrant that all such emails, and procurement of email addresses thereto, shall be in compliance with all applicable federal, state, and international laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act and the Children's Online Privacy Protection Act.
Telephone Consumer Protection Act. If you send, initiate or procure a “call” (as that term is defined by the Telephone Consumer Protection Act), directly or indirectly, in connection with any Digital Good or Physical Product, you agree, acknowledge, represent and warrant that you have obtained all necessary consents and authorizations under, and will be in full compliance with, applicable laws and regulations, including without limitation regulations issued by the Federal Trade Commission, Federal Communications Commission, and state laws related to anti-spam, text messages and Do-Not-Call Registries. Confidentiality and Non-disclosure Obligations; Privacy
In connection with this Agreement, Coinable Inc may disclose to you and/or you may otherwise receive or have access to sensitive, confidential, and/or proprietary information of Coinable Inc (collectively, “Confidential Information”). Except as required to perform your obligations under and in accordance with the terms of this Agreement, you shall not disclose or use the Confidential Information, without the express prior written consent of Coinable Inc. You may not use any Confidential Information for the purpose of soliciting, or to permit others to solicit, Users to subscribe to any other services or promote the sale of any products that compete, either directly or indirectly, with Coinable Inc or the functionality and services offered by the Platform.
Coinable Inc does not invite and cannot accept any ideas or information you consider to be confidential and/or proprietary. Except with respect to your personally identifiable information (as expressly provided for in the Coinable Inc Privacy Policy, any suggestions, submissions, comments, ideas, concepts, know-how, techniques material or feedback conveyed, offered or transmitted by you to Coinable Inc, or otherwise in connection with the Platform (collectively, the “Submissions”), shall be deemed to be non- confidential and non-proprietary and Coinable Inc shall have no obligation of any kind with respect to such Submissions, unless otherwise expressly agreed to in a writing executed by you and a duly authorized officer of Coinable Inc. You hereby grant to Coinable Inc and its licensees a worldwide, perpetual, non- exclusive, fully-paid, royalty-free, transferable right and license, with right to sublicense, to reproduce, publicly display, distribute, perform, transmit, edit, modify, create derivatives works of, publish, sell, commercially exploit, use, and disclose the Submissions for any purpose and in all forms and all media whether now known or to become known in the future. Coinable Inc shall have no obligation to compensate you for any such Submissions in any manner. You hereby represent and warrant that: (a) you own or otherwise have the right to grant the foregoing license to Coinable Inc with respect to your Submissions; and (b) your Submissions and any use thereof by Coinable Inc will not infringe or violate the rights of any person. You are and shall remain solely responsible for the content of any Submissions you make and acknowledge that Coinable Inc is under no obligation to respond to or use any Submission you may provide.
In the event you Promote or Deliver Digital Goods, NFT Collectibles, Services, or Physical Products through the Platform, you agree to provide any such disclosures as may required by applicable law pertaining to your privacy and/or data protection policy and practices, including, to the extent required, disclosures that adequately describe your use of the Platform.
You agree that when you collect personal information about buyers through the Platform, including in connection with a purchase, you must provide the buyer a chance to remove themselves from your database and a chance to review what information you have collected about them. In addition, you agree that you will use personal information you receive through the Platform only for: Coinable Inc transaction-related purposes that are not unsolicited commercial messages; using services offered through Coinable Inc (such as shipping and fraud complaints), or other purposes that a User expressly chooses.
You acknowledge and agree that when you use the Platform to send emails, we may automatically scan and may manually filter messages to check for spam, viruses, phishing attacks and other malicious activity or illegal or prohibited content, and we do not permanently store messages sent through these tools. If you send an e-mail to an e-mail address that is not registered in our community, we do not permanently store that e-mail or use that e-mail address for any marketing purpose. We do not rent or sell these e-mail addresses.
If the EU General Data Protection Regulation (“GDPR”) applies to you in connection with your use of the Platform, upon your request, Coinable Inc will make available a Data Protection Addendum (“DPA”) designed to meet the requirements of Article 28 of the GDPR pertaining to data processing. You may request Coinable Inc’s DPA by emailing admin@coinablepay.com. You agree not to collect any personal data through our Platform that may be governed by the GDPR before executing Coinable Inc’s DPA. Notwithstanding the foregoing, if Coinable Inc reasonably believes that your processing of personal data through the Platform is subject to the GDPR, Coinable Inc may require you to execute its DPA as condition of your use, or continued use, of the Platform, and you authorize Coinable Inc to take such remedial steps as may be warranted until such time as the DPA is executed.

Export Control

You acknowledge and agree to comply with all applicable export laws, including the U.S. Export Administration Act, the Arms Export Control Act, the International Economic Emergency Powers Act, and the Foreign Corrupt Practices Act; and regulations issued pursuant to these and other U.S. Laws. You hereby represent and warrant that any Digital Good, NFT Collectibles, Services, or Physical Product Promoted or Delivered is approved for export from the United States without additional authorization or licensing from the U.S. government. Should the export authorization status of your Digital Good, NFT Collectibles, Services, or Physical Product change, you must immediately notify Coinable Inc in writing. Information on U.S. export control regulations can be found on the websites of the U.S Department of Commerce, U.S. Department of State and the U.S. Department of the Treasury.

Conditions for Use of the Services

Your permission to use the Services is subject to the following conditions:

You must be at least eighteen years old.
You may no longer use the Services if the operator tells you that you may not.
You must follow Acceptable Use and Content Standards.

Acceptable Use

You may not break the law using the Services. If we determine that you have broken the law, we will revoke your access.
Some transactions involving cryptographic assets on the Services (or other services linked to the Services) may implicate the securities or other laws of various jurisdictions. Out of an abundance of caution, we may “geoblock” the Services, or certain parts of the Services, from being accessible in certain jurisdictions. a. You agree that you will not attempt to circumvent or otherwise defeat or bypass any “geoblocks,” and that any attempt to do so is a violation of these terms. b. You agree, understand, and acknowledge that any “geoblock,” or the lack thereof, should not be taken as a statement by us or anyone else regarding the legality of any interaction with the Services, and that you bear independent responsibility to research the laws of your jurisdiction with regard to any activity you propose to take.
You may not use or try to use anyone else’s account on the Services (or to connect with anyone else’s wallet) without their specific permission.
You may not buy, sell, or otherwise trade in addresses, user names, or other unique identifiers on the Services.
You may not send advertisements, chain letters, or other solicitations through the Services, or use the Services to gather addresses for distribution lists.
You may not automate access to the Services, or monitor the Services, such as with a web crawler, browser plug-in or add-on, or other computer program that is not a web browser. You may crawl the website to index it for a publicly available search engine, so long as you abide by the rules of any robots.txt file on the website.
You may not use the Services to send e-mail to distribution lists, newsgroups, or group mail aliases.
You may not falsely imply that you’re affiliated with or endorsed by the operator.
You may not hyperlink to images or other non-hypertext content on the Services.
You may not show any part of the Services on other websites with iframes or similar methods.
You may not remove any marks showing proprietary ownership from materials you download from the Services.
You may not disable, avoid, or circumvent any security or access restrictions of the Services.
You may not strain infrastructure of the Services with an unreasonable volume of requests, or requests designed to impose an unreasonable load on information systems the operator uses to provide the Services.
You may not impersonate others through the Services.
You may not encourage or help anyone in violation of these terms.
You are not a resident, national, or agent of the Crimea region, Cuba, Iran, North Korea, Syria, or any other country to which the United States, the United Kingdom, or the European Union embargoes goods or imposes similar sanctions.
You may not have been identified as a Specially Designated National or placed on any sanctions list by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State; and you will not use our Services to conduct any illegal or illicit activity.
You have not been placed on any of the following lists: European External Action Service Consolidated Financial Sanctions List; EU Terrorist List; FATF Non-Cooperative Countries and Territories; Federal Bureau of Investigation Most Wanted Terrorists & Seeking Information; Bank of England Sanctions List; HM Treasury Sanctions List; Politically Exposed Persons List; World Bank Ineligible Firms; Department of Foreign Affairs and Trade Consolidated List.

Content Standards

You may not submit content to the Services that is illegal, offensive, or otherwise harmful to others.
You may not submit content to the Services that violates the law, infringes anyone’s intellectual property rights, violates anyone’s privacy, or breaches agreements you have with others.
You may not submit content to the Services containing malicious computer code, such as computer viruses or spyware.
You may not submit content to the Services as a mere placeholder to hold a particular address, user name, or other unique identifier.
You may not use the Services to disclose information from or about others that you don’t have the right to disclose.

Enforcement

The operator may investigate and prosecute violations of these terms to the fullest legal extent. The operator may notify and cooperate with law enforcement authorities in prosecuting violations of the law and these terms.
The operator reserves the right to change, redact, and delete content on the Services for any reason. If you believe someone has submitted content to the Services in violation of these terms, contact the operator immediately. See Contact.

Your Content

The operator is not obligated to review or edit any user-submitted content on the Services.
Nothing in these terms gives the operator any ownership rights in content or intellectual property that you share with the Services, such as your account information and content you submit to the Services. Nothing in these terms gives you any ownership rights in the operator’s content or intellectual property, either. Unless otherwise noted, the operator owns the intellectual property of the Services and all content it has posted.
Between you and the operator, you remain solely responsible for content you submit to the Services. You agree not to wrongly imply that content you submit to the Services is from, sponsored by, or approved by the operator. These terms do not obligate the operator to store, maintain, or provide copies of content you submit.
Content you submit to the Services belongs to you, and you decide how to license it to others. But at a minimum, you license the operator to provide content that you submit to the Services to other users of the Services. That special license allows the operator to copy, publish, and analyze content you submit to the Services.
When content you submit is removed from the Services, whether by you or by the operator, the operator’s special license ends when the last copy disappears from the operator’s backups, caches, and other systems. Other licenses you give for your content may continue after your content is removed. Those licenses may give others, or the operator itself, the right to share your content through the Services again.
Others who receive content you submit to the Services may violate the terms on which you license your content. You agree that the operator will not be liable to you for those violations or their consequences.

Your Responsibility

You agree to reimburse the operator for all the costs of legal claims by others related to your breach of these terms, or breach of these terms by others using your account. Both you and the operator agree to notify the other side of any legal claims you might have to reimburse the operator for as soon as possible. If the operator fails to notify you of a legal claim promptly, you won’t have to reimburse the operator for costs that you could have defended against or lessened with prompt notice. You agree to allow the operator to take over investigation, defense, and settlement of legal claims you would have to reimburse the operator for, and to cooperate with those efforts. The operator agrees not to enter any settlement that admits you were at fault or requires you to do anything without your permission.

Disclaimers

You accept all risk of using the Services and their content. As far as the law allows, the operator provides the Services and its content “as is,” without any warranty whatsoever. The operator expressly disclaims, and you expressly waive, any representations, conditions or warranties of any kind, including, without limitation, the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights.
At any time, your access to your tokens or other cryptocurrency assets may be suspended or terminated or there may be a delay in your access or use which may result in your tokens or other cryptocurrency assets diminishing in value or you being unable to complete a smart contract.
The Services may be suspended or terminated for any or no reason, which may limit your access to your cryptocurrency assets.
The website may hyperlink to and integrate websites and services run by others. The operator does not make any warranty about services run by others, or content they may provide. Use of services run by others may be governed by other terms between you and the one running service.
You agree that you understand the inherent risks associated with cryptographic systems, including hacking risks and future technological development.
You agree that you have an understanding of the usage and intricacies of native cryptographic tokens. You acknowledge and understand that you alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to blockchain resources and your blockchain wallet.
No information contained in the publicly available portions of the Services is a recommendation, solicitation or offer to buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. No statement herein made constitutes an offer to sell or a solicitation of an offer to buy a note or other security. The operator and its affiliates are not liable nor responsible for any information provided by third parties. The information contained in the Services has been prepared without reference to anyone’s investment requirements or financial situation.
The information and services provided on the Services are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where the operator is not authorized to provide such information or services. Some products and services described on the Services may not be available in all jurisdictions or to all clients.
You acknowledge that you are not relying on the operator or any of its affiliates, officers, directors, partners, agents or employees in making an investment decision. Always consider seeking the advice of a qualified professional before making decisions regarding your business and/or investments. The operator does not endorse any investments and shall not be responsible in any way for any transactions you enter into with other users. You agree that the operator and its affiliates, officers, directors, partners, agents or employees will not be liable for any loss or damages of any sort incurred as a result of any interactions between you and other users.

Limits on Liability / Indemnification

As far as the law allows, the operator will not be liable to you for any: (1) financial losses; (2) loss of use, data, business or profits; or (3) indirect, special, consequential, exemplary, punitive, or any other damages. This will be whether or not the operator warned you of the possibility of such damages.
You agree that you will defend, indemnify and hold harmless the operator, its affiliates, licensors and service providers, and its 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 your violation of these Terms or your use of the Site.

Termination

Either you or the operator may end this agreement at any time. When this agreement ends, your permission to use the Services also ends.
If you violate any provision of this agreement for any reason, this agreement will automatically terminate and you must cease and desist from any further use of the Services.
The following sections continue after this agreement ends: Your Content, Feedback, Your Responsibility, Disclaimers, Limits on Liability, and General Terms.

Disputes

The law of Delaware will govern these terms and all legal proceedings related to these terms or your use of the Services.
All disputes related to the Services under these terms will be heard by arbitration. The arbitration will be in English, heard by one arbitrator, and conducted by JAMS under its JAMS Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”), except as modified by these terms. The JAMS Rules are available at https://www.jamsadr.com/. The arbitrator’s judgment will be final and enforceable in any court of competent jurisdiction. Such arbitration will be conducted in Delaware, but will be conducted remotely to the extent permitted by the JAMS Rules.
As a limited exception to the requirement for arbitration, both sides retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
If, for any reason, a dispute is heard in a court of law, both sides agree to bring any proceedings related to this agreement (other than the enforcement of a judgment) only in courts of competent jurisdiction in Delaware.
Neither you nor the operator will object to jurisdiction, forum, or venue in those courts.
Both sides waive their rights to trial by jury, and agree to bring any legal claims related to this agreement as individuals, not as part of a class action or other representative proceeding.

General Terms

If a section of these terms is unenforceable as written, but could be changed to make it enforceable, that section should be changed to the minimum extent necessary to make it enforceable. Otherwise, that section should be removed, and the others should be enforced as written.
You may not assign this agreement. The operator may assign this agreement to any affiliate of the operator, any other company that obtains control of the operator, or any other company that buys assets of the operator related to the Services. Any attempt to assign against these terms has no legal effect.
Neither the exercise of any right under this agreement, nor waiver of any breach of this agreement, waives any other breach of this agreement.
These terms, plus the terms on any Services incorporating them by reference, are all the terms of agreement between you and the operator about use of the Services. This agreement entirely replaces any other agreements about your use of the Services, written or not.

Contact

You may notify the operator under these terms, and send questions to the operator, using the contact information they provide.
The operator may notify you under these terms using the e-mail address you provide for your account on the Services, or by posting a message to the homepage of the Services or your account page.

Changes

The operator may update the terms of service for the Services. The operator will post all updates to the Services. For updates with substantial changes, the operator agrees to e- mail you if you’ve created an account and provided a valid e-mail address. The operator may also announce updates with special messages or alerts on the Services.
Once you get notice of an update to these terms, you must agree to the new terms in order to keep using the Services.

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