Last Updated: September 23, 2021
The following terms of service (the “Terms of Service”) govern your access to and use of the website www.coinsmart.com, our online platform designed to facilitate the buying, selling, and tracking of cryptocurrencies (such platform, the “CoinSmart Platform”), and all other products or services provided by us to you in connection with the foregoing, including any transactions you complete or attempt to complete through the CoinSmart Platform (collectively, the “Services”).
These Terms of Service form a binding legal agreement between you and one of the following entities (the applicable entity, “CoinSmart”, “us”, “we”, “our”):
(a) Simply Digital Technologies Inc. d/b/a CoinSmart (“CoinSmart Canada”), if you are resident within Canada;
(b) SDT USA Inc. (“CoinSmart USA”), if you are resident within the United States; or
(c) S.D.T. OU (“CoinSmart Estonia”), if you are resident anywhere other than Canada or the United States.
The term “you” refers to the person or entity accessing or otherwise using the Services (“use” or “using” in these Terms of Service will mean any of the foregoing).
BY USING THE SERVICES, YOU: (A) REPRESENT AND WARRANT THAT: (I) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF SERVICE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. IF YOU ARE USING THE SERVICES ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF SERVICE.
PLEASE CAREFULLY READ ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY, PARTICULARLY THE DISCLAIMERS IN SECTION 23 RELATED TO DIGITAL CURRENCIES, SECTION 24 RELATED TO MARKET INFORMATION, AND SECTION 25 RELATED TO FORKS AND AIRDROPS.
Except where prohibited by applicable law, we reserve the right to change the Services or these Terms of Service at any time without notice. Your continued access to or use of the Services after any changes to these Terms of Service indicates your acceptance of such changes. It is your responsibility to review these Terms of Service regularly.
Subject to your compliance with these Terms of Service (including creating an Account pursuant to Section 3), we will use commercially reasonable efforts to make the Services available to you in accordance with these Terms of Service, which Services may assist you to:
(a) create and use digital currency wallets;
(b) buy, sell, and store certain digital currencies;
(c) track, transfer, and manage such digital currencies; and
(d) create and use a digital identity profile for use with us.
Notwithstanding the foregoing, we retain the right to deny or suspend your use of the Services, at any time and for any reason, including for any violation of these Terms of Service, for scheduled maintenance, or to address any emergency security concerns.
Registration Of Account Required. As a condition of using the Services, you will register with us by opening an account (an “Account”) and providing us with certain information, including your name, e-mail address, and password. We may refuse to allow you to open or maintain an Account, limit the number of Accounts that you may set up, consolidate your Accounts, or suspend or cancel your Accounts.
(a) Accuracy of Your Information. In order to use the Services and undertake digital currency transactions with us, you must provide us with all information required by us (including Personal Information) to verify your identity, including your name, address, telephone number, e-mail address, date of birth, government identification information, and banking information. By providing us with such information, you represent that such information is accurate and that you will keep such information current at all times during the Term.
(b) Steps To Verify Your Identity. You hereby acknowledge that we will verify your identity, including by requesting and collecting your Personal Information held by third parties, and to take any actions as we determine are necessary or prudent based on the results of such requests. You will authorize any third parties to which such inquiries or requests may be directed, to respond to our inquiries or requests and to share your Personal Information with us for the purposes of: (i) providing the Services to you; and (ii) investigating crimes related to financial transactions, including money laundering, terrorist financing, tax evasion, securities fraud, bribery, Bitcoin ransoms and extortions, sanctions avoidance, or bank fraud (such crimes, “Financial Crimes”).
(a) Responsibility to Keep Account Secure. You will keep your username and password secure, protected, and confidential. We are not liable for any unauthorized or unintended use or access of your Account, including if you intentionally, inadvertently, or otherwise disclose your username or password, or if you use software that automatically enters or saves your username or password.
(b) Assignments Of Accounts Is Not Permitted. You are not permitted to transfer or assign your Accounts without our written consent. We may transfer or assign your Account upon request if, upon original evidence provided by you, we are satisfied that such a transfer or assignment occurred by operation of law. Any transfer or assignment of your Account in accordance with this Section 5(b) may be subject to additional fees, including any: (i) legal fees or expenses we incur to obtain evidence of court filings or to verify that the transfer or assignment occurred by operation of law; or (ii) fees or expenses for any technical or administrative changes in connection with transferring or assigning your Account. We will not transfer or assign any Accounts for any purpose or in any circumstances other than by operation of law, including if you are involved in a marital dispute, for family law purposes to divide property, or to undertake estate planning. Notwithstanding the foregoing, your Account may be assigned, in whole or in part, by us without your written consent.
(a) Right to Cancel or Suspend Account for Prohibited Use. You represent and warrant to us that you will not access or use the Services for a transaction in connection with a prohibited use, a prohibited business, or a prohibited person as described in this Section 6. We reserve the right to cancel or suspend your Account, block transactions, freeze your funds, and block access to your digital currency wallet immediately and without notice if we determine that your Account is associated with or is or was used in violation of this Section 6.
(b) Prohibited Use. You will not, and will not permit others to:
(i) sub-license, sell, rent, lend, lease or distribute the Services or any intellectual property rights therein or otherwise make the Services available to others;
(ii) use the Services to permit timesharing, service bureau use, or commercially exploit the Services;
(iii) use or access the Services in violation of any applicable law or intellectual property right, in a manner that threatens the security or functionality of the Services, or for any purpose or in any manner not expressly permitted in these Terms of Service;
(iv) reverse engineer, de-compile, or disassemble the Services;
(v) access or use the Services for the purpose of building a similar or competitive product or service; or
(vi) perform any vulnerability, penetration, or similar testing of the Services.
(c) Prohibited Businesses. You will not use your Account or the Services for business activity involving the purchase or sale of illegal, controlled, or prohibited goods or services, including:
(i) regulated products or services, unless you are regulated or licensed in respect of such regulated products and services and comply with the terms of such regulation or license;
(ii) drugs and drug paraphernalia, sale of narcotics, controlled substances, and any equipment or substances designed for manufacturing or using drugs;
(iii) obscene or adult content, including pornography, prostitution, or adult live chat features;
(iv) weapons, guns, firearms, ammunition, and related activities;
(v) human trafficking or human smuggling;
(vi) activities in support of criminal organizations; or
(vii) identity theft or the sale of fabricated identity documents.
(d) Prohibited Persons. You may not use your Account or the Services in connection with a person for whom it is prohibited by law to do so, including:
(i) a person who is subject to economic or trade sanctions or is in a country that is subject to sanctions in any of the jurisdictions in which we operate;
(ii) a person who is, or is alleged to be, a member of or associated with, a criminal organization or persons who are known to be associated with a criminal organization, including any terrorists, terrorists groups, or any person known, or suspected by you, to be involved in terrorist activities;
(iii) a person who is listed as a politically exposed person under applicable anti-bribery laws; or
(iv) any other person who is involved in activities or is associated with persons who carry a reputational risk to us, the Services, our service providers, or the integrity of the financial system.
(a) Transaction Orders. All transaction orders to purchase, sell, or transfer digital currency that are confirmed by you are deemed to be final and are non-reversible by you. We will not be responsible for losses induced by mistyped or otherwise wrongly placed transaction orders. You acknowledge that your executed transaction orders are subject to the then-current trading fees collected in the coin settlement amount for that transaction made available to you at the time you place your order. CoinSmart participates passively as a market maker on the CoinSmart Platform by posting bid and ask orders to provide liquidity to the market.
(b) Transaction Fees. In consideration for our performance of the Services, you will pay us fees based on the then-current fee schedule, available on the CoinSmart website at www.coinsmart.com/pricing.html (the “Fees”). Fees are subject to change without notice. You authorize us to withdraw these Fees directly from your Account. The Fees are non-refundable and we reserve the right to adjust our Fees or to institute new Fees at any time.
(c) Transactions Limits Imposed By Us. Your Account may be subject to limits on the amounts that you may transact or transfer within a certain time period, as determined by us. Such limits may vary depending on your payment method, the verification steps you have completed, and any other factors that we determine are relevant. We reserve the right to change any such transaction limits, including to prevent or control Financial Crime.
(d) Our Refusal Of Certain Transactions. We reserve the right at all times to refuse to process or to cancel any digital currency transaction you make, or attempt to make, for any reason, including:
(i) to prevent reputational risks associated with the transaction or with you;
(ii) if required by applicable law, any court order, or the request of any governmental authority;
(iii) to enforce any limits associated with your Account;
(iv) for Financial Crime purposes;
(v) for safety, security and fraud prevention purposes;
(vi) to preserve the integrity of our computer systems; or
(vii) to preserve the digital currency ecosystem.
(a) Account Funding. In order to buy and sell digital currencies on your Account, you must fund your Account through a payment method that is accepted by us. Our accepted cash payment methods include email money transfer, wires, and bank drafts. You may also send digital currency to your Account. You hereby authorize us to initiate debits and credits with your selected payment method in settlement of transactions you make and further grant us a lien on or security interest in the balances in your Account. The Services do not provide foreign exchange facilities and currently only support the following currencies: Canadian Dollar, United States Dollar and Euro (“Supported Currencies”).
(b) Account Withdrawals By You. You may withdraw digital currency or cash from your Account by submitting a request for withdrawal to us, except you acknowledge and agree that you will not be able to withdraw funds that you have deposited for up to three business days after your deposit. We do not permit such withdrawals for a number of reasons, including as part of our fraud prevention practices. You acknowledge that we may require you to perform additional identity verification measures in order to complete such withdrawal. Our accepted cash withdrawal methods include electronic funds transfer and bank wires. In order to process a cash withdrawal you must provide us with a verification of bank details either through a void cheque or direct deposit form.
(c) Processing Requests. We make no representation or warranty as to the amount of time required to process any account funding or withdrawal requests.
Should you request a refund prior to executing your first trade on the CoinSmart Platform or if we need to provide a refund to you for any reason at all, the refund is subject to a 1% fee (minimum $15CDN, or the equivalent in other Supported Currencies based on prevailing exchange rates determined by us at such time) in order to process it.
If you wish to close your Account, you must provide us with:
(a) written notice of your intention to close the Account by contacting us through www.coinsmart.com/contact-us, or such other form determined by us; and
(b) any other information we request in order to enable us to deliver the balance of the Account, if any, to you, including information to ascertain or verify your identity.
(a) Right to Close Account. We may close your Account if it is an Account that has had no deposits, withdrawals, or any other activity for a period of one year or more (an “Inactive Account”). If we close your Inactive Account, you must provide us with any information or documentation that we determine may be necessary to enable us to deliver the balance, if any, of the Inactive Account to you. In the event you do not provide us with such information or documentation within 12 weeks of your Inactive Account being closed, you will forfeit all right to the balance, if any, and we may be required to treat such balance as unclaimed funds in accordance with Section 11(c) below.
(b) Unclaimed Funds In Inactive Accounts. If your Account is an Inactive Account, upon the passage of any time periods under applicable law, we may be required to report any remaining funds as unclaimed property. If this occurs, we will use reasonable efforts to notify you at the email address you provided to us. If you fail to respond to any such notice within seven business days, or as otherwise required by applicable law, we may be required to transform such funds into unclaimed property. We reserve the right to deduct an administrative fee resulting from handling or managing such unclaimed funds, as permitted by applicable law.
(c) Our Rights Upon Closure of Your Account. If your Account is closed for any reason, and unless otherwise required by these Terms of Service, applicable law, or court order, you authorize us to: (i) send any remaining digital currencies to an address that you provide within seven business days of receiving notice of your Account closure; or (ii) sell any remaining digital currencies on the open market at the prevailing market price and deposit the proceeds, minus any fees or expenses that we may charge, to the payment method or in the bank account associated with your Account.
It is your responsibility to:
(a) determine whether, and to what extent, local, federal, or international taxes apply to any transactions that you conduct through the Services or that apply to any increases in the value of any digital currencies you hold; and
(b) withhold, collect, report, and remit all applicable taxes to the appropriate tax authorities in your jurisdiction or any other applicable jurisdiction.
You understand that many countries have tax laws that require the reporting of worldwide income for tax purposes, and that taxes may be required to be reported and remitted by you to tax authorities pursuant to such worldwide reporting obligations. You understand that we may be required to disclose your Account information to tax authorities in any country or pursuant to a court order at any time.
By using the Services, you acknowledge that you may experience errors in connection with your use of the Services or your Account, including where we credit your Account or process a withdrawal from your Account in error. Such errors may arise from computer malfunction or human error, including errors which may arise from your use of the Services, a third party’s use of the Services or our performance of the Services. Examples of such errors include circumstances where a transaction has been accepted or processed through your use of the Services that is based on exchange rates materially different from the prevailing exchange rates for money or digital currency available in the general market at the time the transaction was accepted or processed, or would clearly be understood to be an error by a reasonable person in the circumstances. Accordingly, you will promptly report any actual or suspected errors to us and we reserve the right to take any and all steps necessary to correct such errors without liability to you or any third party. If we credit your Account in error, you agree that: (a) you will hold any money or digital currency credited to you in trust and return such money or digital currency on demand to us; or (b) we may debit money or digital currency from your Account to correct such error. Similarly, if we debit your Account in error, you agree that we may credit your Account to restore any money or digital currency debited in error. While we may use good faith efforts to provide you with advance notice of any corrective action we take, it may not always be practical or possible to do so.
If there is a discrepancy or inconsistency between the Account information displayed on your computer screen or any other device you use to access the Services, including information about the outcome of any transactions, trades, or digital currency holdings, and the information recorded in our systems, the information recorded in our systems will prevail at all times.
We have no control over, or liability for, the delivery, quality, safety, or any other aspect of any goods or services you buy, lease, or otherwise procure from third parties using digital currencies from your Account. We are not responsible for ensuring that a buyer or a seller you transact with using your Account will complete a transaction or is authorized to do so. If you experience a problem with any goods or services purchased from third parties with digital currency from your Account, or if you have a dispute with such third party, we will not assist you with such a problem or dispute, and you must resolve any disputes directly with such third party.
We provide links to third party material through the Services as a convenience to you. We are not responsible for any aspect of the information, content, or services on third party websites accessible or linked to the Services, or any part thereof.
We do not guarantee the confidentiality of any communications made by you through the Services. We do not guarantee the security of any data you transmit over the Internet or public networks in connection with your use of the Services. It is your responsibility to secure any devices you use to access the Services, including securing such devices through the use of appropriate anti-virus software or firewalls.
We will handle your Personal Information in accordance with our privacy notice located at https://coinsmart.com/privacy (the “Privacy Notice”). Our Privacy Notice contains important information about our practices in collecting, storing, using, and disclosing information about identifiable individuals (“Personal Information”).
You grant to us an irrevocable, worldwide, non-exclusive, fully paid-up, royalty-free, transferable and sublicensable license during the Term to access, collect, store, and use any data, information, records, and files that: (a) you load, transmit to, or enter into the Services; or (b) we collect from your usage of the Services ((a) and (b), collectively, the “User Data”), to: (i) develop, enhance, and make available the Services; and (ii) produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information, and materials, the “Aggregated Statistical Information”). We may create, use, and disclose Aggregated Statistical Information for any purpose and without obligations of any kind.
All rights, title, and interest, including intellectual property rights, in the Services, Aggregated Statistical Information, and all other materials provided by us hereunder, and any update, adaptation, translation, customization, or derivative work thereof, will remain with us (or our third party suppliers, if applicable). The Services and all materials provided by us hereunder are licensed and not “sold” to you. All rights not expressly granted to you in these Terms of Service are reserved.
You represent and warrant to, and covenant with us that all User Data will only contain Personal Information in respect of which you have obtained all applicable consents, permissions, and any other requisite authority, in each case as required by applicable law, to enable us to provide the Services and exercise our rights and obligations under these Terms of Service.
THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF SERVICE (INCLUDING THE FOLLOWING DISCLAIMERS IN THIS SECTION 22 AND SECTIONS 23, 24 AND 25) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL, INCLUDING THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, CURRENCY, TIMELINESS (INCLUDING DELAYS IN PROCESSING ANY TRANSACTIONS OR CREDITS TO YOUR ACCOUNT), QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE SERVICES ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE NATURE, POTENTIAL VALUE, SUITABILITY AND APPROPRIATENESS OF THESE RISKS FOR YOU. WE DO NOT GIVE ADVICE OR RECOMMENDATIONS REGARDING DIGITAL CURRENCIES, INCLUDING THE SUITABILITY AND APPROPRIATENESS OF DIGITAL CURRENCY TRANSACTIONS. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE ACCESSING AND USING THE SERVICES UNDERSTANDING AND ACCEPTING THE RISKS, AND AT YOUR OWN RISK, AND THAT WE ARE NOT LIABLE FOR ANY LOSSES SUFFERED BY YOU IN RESPECT OF YOUR USE OF THE SERVICES.
By using the Services, you understand that there are substantial risks associated with the purchase, sale and use of digital currencies through us, and you are agreeing to familiarize yourself and assume any and all such risks, including:
(a) an Account is not a bank account and funds or digital currencies received or held by us or by you, and transacted through us, do not earn interest;
(b) the funds, digital currencies or value in your Account are not insured in any way by us;
(c) the value of the digital currencies you hold or acquire through the Services are attached to your digital currency wallets that are accessible only with your private key. If you lose your private key, your digital currencies will be unrecoverable and we will not assist you in recovering digital currencies from any digital currency wallets without your private key;
(d) we cannot reverse a digital currency transaction which has been broadcast to a digital currency network, and losses due to fraudulent or accidental transactions are not recoverable;
(e) price and liquidity of digital currencies has been, and may be, subject to large fluctuations on any given day and you may lose any and all value in your digital currencies at any time;
(f) some digital currency platforms have been subject to cyberattacks and other technical issues that have resulted in the loss or theft of digital currencies to their users and there is a risk that a similar cyberattack could affect the Services and result in the theft or loss of your digital currencies for which you cannot recover;
(g) digital currencies are not part of a central bank that can take corrective measures to protect the value of digital currencies in a crisis;
(h) changes to applicable law may adversely affect the use, transfer, exchange or value of your digital currencies and such changes may be sudden and without notice;
(i) digital currencies are not legal tender and are not backed by a government (i.e. digital currencies do not have the same protection as the money deposited in your bank account); and
(j) digital currencies have value from the continued willingness of market participants to use digital currencies. Digital currencies are susceptible to loss of confidence, which could collapse demand relative to supply and may result in permanent and total loss of value of a particular digital currency if the market for such digital currencies disappears.
Any up-to-date market information, including quotes, order books, or charts that we provide you is provided ‘as is’ and ‘where is’ without representations or warranties of any kind, and may contain typographical errors, be incomplete, or inaccurate. While we may correct any such errors, missing information, or inaccuracies, we are under no obligation to do so.
(a) The Services do not support Airdrops. An “Airdrop” means a distribution of a digital currency, token or coin, usually for free, to one or more wallet addresses. (e.g. KICK tokens were provided an Airdrop to Ethereum holders in 2020). Accordingly, you may need to seek out the services of a third party to distribute or receive Airdrops, including a third party wallet.
(b) While we reserve the right to modify the Services to do so on a case-by-case basis, the Services do not support Forks. A “Fork” means a change to the protocol of a digital currency, token or coin, wherein a permanent divergence in the blockchain results in two or more versions of a single digital currency (e.g. on August 1, 2017, a Fork of Bitcoin occurred which resulted in two separate blockchains (Bitcoin and Bitcoin Cash), each supporting a distinct digital currency that can be traded). Accordingly, if there is a Fork of any digital currency, including those currently supported by the Services, you may not receive any corresponding digital currency in connection with such Fork.
YOU ACKNOWLEDGE, UNDERSTAND AND AGREE THAT: (I) THE FOREGOING PRESENTS AN INHERENT RISK IN USING THE SERVICES AS IT RELATES TO FORKS AND AIRDROPS; (II) YOU HAVE AND WIL CONTINUE TO USE YOUR SOUND JUDGEMENT IN MITIGATING ANY RELATED RISK IN CONNECTION WITH ANY FORKS OR AIRDROPS; AND (III) WE WILL HAVE NO LIABILITY TO YOU IN CONNECTION WITH ANY FORKS OR AIRDROPS.
THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF SERVICE (INCLUDING THE FOLLOWING LIMITATIONS OF LIABILITY) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OR CORRUPTION OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THESE TERMS OF SERVICE.
TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF SERVICE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE SERVICES EXCEED THE TRANSACTION FEES RECEIVED BY US FROM YOU IN THE IMMEDIATE SIX (6) MONTH PERIOD PRIOR TO THE DATE OF THE EVENT OR EVENTS GIVING RISE TO THE CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF SERVICE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
To the extent not prohibited by applicable law, you will defend, indemnify and hold harmless us and all of our officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties, or other costs or expenses of any kind or nature, including reasonable legal and accounting fees, arising out of or in connection with:
(a) your breach of your obligations, representations or warranties under these Terms of Service;
(b) your use of the Services or any instructional manuals, guidelines, or documentation made available by us to you; or
(c) your violation of any applicable law or the rights of a third party (including any laws related to Financial Crimes and intellectual property rights).
(a) Term and Termination. These Terms of Service will commence on the day you first use the Services and will continue into force until terminated by either party (the “Term”). We may terminate these Terms of Service at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the CoinSmart Platform. You may terminate these Terms of Service at any time and with immediate effect by requesting (by email or through any then-available interfaces on the CoinSmart Platform that your Account with us be deleted.
(b) Survival. The following Sections, together with any other provision of these Terms of Service which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Service, will survive expiration or termination of these Terms of Service for any reason: Sections 17 (Your Responsibility For Security), 18 (Privacy), 19 (Data You Upload to Us), 20 (Ownership), 22 (General Disclaimer), 23 (Digital Currency Disclaimer), 24 (Market Information Disclaimer), 25 (Forks and Airdrops Disclaimer), 26 (Limitation of Liability), 27 (Indemnification), 28(b) (Survival), and 29 (General).
(a) Governing Law. The Terms of Services will be governed by and construed in accordance with the laws described in the following table depending on the entity you have entered into these Terms of Service with, without giving effect to its conflict of laws provisions. You agree that you will bring any claim or cause of action arising out of these Terms of Service, your use of the Services, or any purchase, sale, or transfer of digital currencies made through the Services in the courts located within the jurisdiction described in the following table depending on the entity you have entered into these Terms of Service with and you also agree to submit to the personal and non-exclusive jurisdiction of those courts. Despite this, you may still rely on the mandatory consumer protection rules in the jurisdiction (e.g. a EU member state) where you live. If you live in an EU member state, the European Commission provides an online dispute resolution platform that you can visit: https://ec.europa.eu/consumers/odr.
|CoinSmart Canada||Laws of the Province of Ontario and the Federal laws of Canada applicable therein.||Toronto, Ontario Canada|
|CoinSmart USA||Laws of the State of Wyoming and the Federal laws of the United States applicable therein.||Sheridan, WY USA|
|CoinSmart Estonia||Laws of Estonia||Tallinn, Estonia|
(b) Relationship of the Parties. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms of Service or your use of the Services.
(c) Entire Agreement. These Terms of Service set forth the entire agreement between you and us, and supersede any and all prior communications, agreements and proposals, whether electronic, oral or written, between you and us with respect to the Services.
(d) Waiver. No waiver of any provision of these Terms of Service will be effective except pursuant to a written instrument signed by us expressly waiving compliance, and any such waiver will be effective only in the specific instance and for the specific purpose stated in such writing.
(e) Severable. If any of the provisions contained in these Terms of Service are determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Service and all other provisions of these Terms of Service will remain in full force and effect.
(f) Assignment. You will not assign these Terms of Service or any right, interest, or benefit provided under these Terms of service to any third party without our express prior written consent. We may assign these Terms of Service or any rights under these Terms of Service to any third party without your consent. Any assignment in violation of this Section will be void. These Terms of Service will inure to the benefit of and be binding upon the parties, their permitted successors, and permitted assignees.
(g) Force Majeure. We will not be liable for delays caused by any event or circumstances beyond our reasonable control, including acts of God, acts of government, flood, fire, earthquakes, pandemics, epidemics, civil unrest, acts of terror, strikes or other labour problems, Internet service failures or delays.
(h) English Language. It is the express wish of the parties that these Terms of Service and all related documents be drawn up in English. Any translation of these Terms of Service is provided for your convenience. To the extent of any discrepancy between the English language version and the translation, the English language version shall govern.
(i) Rules of Interpretation. The headings in these Terms of Service are for convenience of reference only, and should not be construed as part of these Terms of Service nor will they limit or otherwise affect the meaning hereof. The terms “including” and “include” will mean “including, without limitation” and “include, without limitation”, respectively.
30. Custody & Ownership of Digital Currencies
(a) Appointment. You agree to hereby appoint CoinSmart to act as the custodian of the digital currencies in your Account, to be held in trust by us for your benefit in accordance with these Terms of Service, and we accept such appointment and the obligations, duties, and responsibilities set out in these Terms of Service.
(b) Title & Ownership. The digital currencies held in trust in your Crypto Account are fully-paid assets beneficially owned by you and not by CoinSmart. CoinSmart will record your digital currencies in its books as separate and apart from anyone else’s digital currencies and from CoinSmart’s own property. Our records will at all times provide for the separate identification of the digital currencies owned by each client. Neither CoinSmart nor any third party custodian which may hold client assets on behalf of CoinSmart will loan, hypothecate, pledge, or otherwise encumber any digital currencies in your Account. Neither CoinSmart nor any third party custodian which may hold client assets on behalf of CoinSmart may use the digital currencies in your Account in the conduct of its business.