Terms of Service

By using or continuing to use any of the services (the “Services”) made available to you (either an individual or a single legal entity, “you”) by Coinkite Inc. (“Coinkite”, “we” or “us”), including through our website (https://coinkite.com/ or such other URL as we may specify from time to time), other applications, debit cards (“Cards”), transaction terminals (“Terminals” together with Cards and other products we sell, “Products”), by registering for any Service, by downloading or using any of our software, including without limitation any firmware installed in any Product (“Software”) or by purchasing any Product, Software or Service, you agree to be bound by these terms of service (the “Terms”).

  1. The Services. Subject to these Terms, we will make the Services available for your use through our website or through the use of our Products, Software, and other instruments, devices and software as we determine in our sole discretion from time to time. Modifications and enhancements of, and additions to (which may be subject to additional fees), the Services will be considered a part of the Services and will be subject to these Terms. The Services may include functions to send, receive and perform other transactions (collectively, “Transactions”) using bitcoin and other similar cryptocurrencies which we choose in our sole discretion to support from time to time (“Coins”) and an address and associated public and private keys to record your ownership of Coins (your “Wallet” and the number of Coins in your Wallet, your “Balance”). Other addresses from which you receive Coins or to which you send Coins will be referred to as “Other Wallets”.

  2. Product Orders. You may only order Products or Software appearing on our current price list through our website. No order, offer, sale, or other terms that you submit in any manner in connection with any order will be binding on us and you and you agree that the terms applicable to each such order are set out exclusively in this Agreement. We may accept such order by confirmation through our website or by processing the shipment for such order. If a Product you have ordered has been discontinued and we have no remaining inventory, we will cancel your order and advise you of same through our website. If we do not have any available inventory for a Product you have ordered, we will place it on backorder and advise you through our website. We ship all Products EXW (Incoterms 2010) from our or our service providers’ offices or facilities as determined by the shipping destination. All Software is made available for electronic download only. Subject to Section 20, all sales of Products and Software are final sale and may not be returned or exchanged.

  3. Quebec Residents. At present, our Services, Products and Software are not offered to persons domiciled in Quebec. Consequently, if you are domiciled in Quebec, you cannot use our Services, Products or Software. We cannot ship Products to Quebec addresses.

  4. Software License. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to use Software that we make available to you solely in connection with your use of the Services and solely for your own business or personal use. Software embedded in any Product may only be used in connection with the use of that Product. Notwithstanding the foregoing, with respect to any Software embedded into any Product, you may transfer such license upon notification to us in connection with the sale or transfer of such Product.

  5. Software Updates. These Terms also govern, and the term “Software” includes, any patches, revisions, updates, upgrades, releases or replacements of the Software, or separate scripts, modules or software to be used with or in conjunction with the Software (“Updates”) that may be subsequently delivered to you or that you may subsequently receive, unless other terms and conditions are delivered with such Updates, in which case such terms and conditions shall govern. You agree that, upon installation of any Updates you may only use the Software as modified or replaced by the Updates and you shall cease to use all prior versions and components of the Software so modified or replaced. You may not install or use any Update except in conjunction with the Software for which it is intended. We may from time to time, in our sole discretion and without notice to you, remotely update Software in Terminals to address or resolve defects, security issues or other issues.

  6. Use of Products, Software and Services. Except as otherwise expressly set out in the documentation we provide for the Products or Software, you understand and agree that our Products and Software are only compatible with, and may only be used in connection with the Services and that you must create an account to use our Services in order to use any of our Products. Our Products, Software and Services may be used to facilitate various types of Transactions, some of which may involve the receipt or provision by you of cash, currency, securities, financial or other instruments, assets, goods or services other than Coins (collectively, “Consideration”). You understand and agree that our Products, Software and Services only facilitate Transactions involving Coins and, accordingly, we are not responsible for, and have no obligation or liability to you or others in respect of, any Consideration that you receive or provide (or are supposed to receive or provide) in connection with any Transaction, including without limitation the rate at which Consideration may be exchanged for Coins (or vice versa). Your further understand and agree that the receipt or provision of (or failure to receive or provide) any Consideration of or by you is at your sole risk. For Terminals, you agree that you are responsible for the selection of applicable exchange rate reference points through the Services, the application of any discount and premium and the disclosure of any such discount or premium to your customers in the manner and to the extent required by applicable law. You agree to comply with all applicable laws in respect of the receipt or provision by you of any Consideration, including without limitation any anti-money laundering laws or regulations.

  7. Transfer of Products, Software and Services. You may transfer or sell Products you have purchased from us. Warranties on Terminals are not transferable. You may not transfer, assign or sell any Software, the license we grant to you to any Software or your rights to use the Services (including any account, Wallet or Credentials) except as otherwise expressly set out in these Terms.

  8. Changes to Terms, Fees, Services and Products. We may change these Terms (including our Privacy Policy), our prices and any other policies and procedures by posting revisions to our website from time to time without notice or liability. You understand that it is your responsibility to check our website from time to time for any such changes. Such changes will become effective the earlier of: (a) 14 days after they are posted to our website; or (b) upon presentation and your acceptance of such changes. We may also change, augment, improve, update, enhance, modify, discontinue, remove features from, or impose limitations or restrictions on Products, Software and Services or alter the design, construction, functions and features thereof from time to time without notice or liability. If you do not agree with any such changes, your sole and exclusive remedy is to terminate your use of Products, Software and/or Services by delivering written notice within such time or by not accepting such changes when they are presented. Your continued use of the Products, Software or Services thereafter is deemed to be your agreement to and acceptance of any such changes.

  9. Restrictions. You shall not: (a) except with our prior written consent, as expressly permitted herein or as contemplated in the applicable documentation we provide, reproduce, duplicate, copy, disclose, distribute, sell, resell, sublicense, distribute, assign, transfer, give away, loan, lend, lease, publish, pledge or create a security interest in the Software or Services or provide or make available any functionality, use or benefit of the Software or Services as an application service provider, a hosted service, a computer or processing service business, a service bureau, an outsourced facility or service or on a timesharing or similar basis or otherwise on behalf or for the benefit of any third party, including without limitation using the Software or Services to manage, administer or otherwise process transactions or data of or for any third party; (b) modify, port, adapt, translate, reverse engineer, unbundle, repackage, decompile, disassemble or convert into human readable form any part of the Products, Software or Services, or create derivative works based on, or any competitive or emulating software, service or solution using, any Product, Software or Service; (c) use any Product, Software or Service in a manner or for a purpose that infringes upon the lawful rights of others or contravenes any applicable laws (including any anti-money laundering legislation); (d) upload, post, host, transmit, create or otherwise use with any Product, Software or Service in any manner, any: (i) commercial electronic message without express prior written consent from the recipient thereof; or (ii) any virus, trojan horse, backdoor, bot, script or similar element; (e) use Products, Software or Services in any manner that could damage, disable, overburden or impair the Services, or otherwise in an abusive or excessive manner, as we determine in our sole discretion; (f) copy, frame or mirror any part of the Services or our website; (g) alter, manipulate or obscure the display or presentation of the Services or the website to you or to any third party in whole or in part, using means other than as facilitated through the Services itself, including through the use of overlays, filters or spawning of separate windows; (h) interfere with the security or integrity of, or otherwise abuse, the Products, Software or Services or any system resources, accounts, servers or networks connected to or accessible through the Service; (i) disrupt or interfere with any other person’s use or enjoyment of the Services; (j) remove, destroy, cover, obfuscate or alter in any manner any: (i) notices or legends pertaining to proprietary rights; or (ii) any trademarks, branding or logos; (k) use any Product, Software or Service in any illegal manner or for any illegal purpose, including without limitation any crime (including fraud); (l) double spend any Coins; (m) obtain or use another person’s Credentials or services, systems or information or create or use a false identity, impersonate any person or otherwise misrepresent your identity; (n) attempt, or cause, permit or encourage any other person, to do any of the foregoing; or (o) Not impersonate, squat or misappropriate nyms. Notwithstanding the foregoing, you may investigate security and other vulnerabilities, provided you do so in a reasonable and responsible manner in compliance with our responsible disclosure policy and otherwise use good faith efforts to minimize or avoid contravention of any of the foregoing.

  10. Representations and Warranties. You represent, warrant and covenant that: (a) you have the capacity to, and are and will be free to, enter into and to fully perform your obligations under these Terms and that no agreement or understanding with any other person exists or will exist which would interfere with such obligations; (b) these Terms constitute a legal, valid and binding obligation upon you, enforceable against you in accordance with its terms and conditions; (c) there is no outstanding litigation, arbitration or other dispute to which you are a party which if decided unfavourably to you could have a material adverse effect on your ability to perform your obligations under these Terms; (d) you have obtained all rights, permits, consents and approvals required for your use of the Products, Software and/or Services, as applicable, including any Transactions you initiate using same; and (e) to the extent you provide or are required information to us, including information required for the purposes of calculating applicable taxes, such information is true, accurate and complete. You agree to promptly update such information through the Services to ensure that such information is at all times true, accurate and complete. If the person being registered as the account holder is a legal entity and not an individual, the individual agreeing to these Terms represents and warrants, and it is a condition of the rights granted under these Terms, that you (the individual) have the authority to bind such legal entity and that these Terms will be binding on and enforceable against such legal entity.

  11. Fees, Prices and Payment. In consideration for the provision of the Services, you agree to pay the fees set forth on our website, as may be updated in accordance with these Terms. Periodic fees for Services are payable in advance based on the frequency identified in the plan you select. Transaction based fees are payable immediately before or at the time the Transaction is processed. For any account for which no periodic fees are payable, we reserve the right to charge a monthly inactivity fee commencing one year after the last Transaction. The prices of Products and Software will be as set forth on our website at the time we receive a firm, irrevocable order from you through our website or through other means we may establish from time to time. The total purchase price for Products and Software, including all applicable shipping, handling, delivery and other charges and all applicable taxes must be pre-paid at the time you submit your order. All prices and fees are stated in the currency you select on our website and converted to and payable in Coins based on the exchange rate posted on our website at the time such prices and fees are payable. Unless you are paying with Coins from Other Wallets, such amounts will be deducted by us from the Balance available in your Wallet when payable. If you have an insufficient Balance in your Wallet to pay fees or purchase prices when due, we may, without notice or liability, suspend or cancel your order without notice or, in the case of service plans, automatically downgrade your plan. Where prices or fees are set out in other currencies, such prices and fees are estimates only and are not binding upon us. All amounts payable are non-refundable and shall be paid without deduction, setoff or counterclaim. All prices, quotations, confirmations and invoices are subject to exclusions or cancellation for clerical, typographic and similar errors and omissions.

  12. Taxes. All prices on our price list are exclusive of applicable taxes and you will pay or reimburse us for all applicable taxes, duties, levies or assessments that may be assessed in any jurisdiction, whether based on the amounts paid or payable or the supply of Products, Software or Services to you or otherwise. If you wish to claim an exemption from same, you must furnish to us a tax exemption certificate acceptable to the applicable taxing authority.

  13. Termination and Suspension. We may suspend or terminate the provision of the Services to you: (a) without notice if you breach or otherwise fail to comply with any provision of these Terms; (b) if your account has a zero balance for 30 days or more, upon notice to you; (c) if you become bankrupt, insolvent, become subject to bankruptcy or insolvency proceedings, have a receiver, trustee or other officer appointed for your property, are wound up or dissolved or are declared mentally incompetent or incapable of managing your own affairs; or (d) at any time for any reason on 14 days’ notice to you or by posting a message to you through the Services. You may terminate your account at any time and for any reason: (i) through the Services, in which case such termination will be effective immediately; or (ii) upon two weeks’ prior written notice to us, including the provision of such information and documentation as reasonably required to validate your identity as the holder of the account. Upon expiration or termination: (1) any and all rights granted to you, including all rights to access and use the Services, your Wallets and your Balances and all licenses to Software shall immediately cease, provided however that you may access the Services to withdraw Balances up to the effective date of termination and a period of 24 hours thereafter (the “Withdrawal Window”); (2) we reserve the right to charge a termination fee equal to the remaining Balances upon the expiration of the Withdrawal Window; (3) you shall immediately destroy all copies of Software (excluding firmware embedded within Products) in your possession or control; (4) if we request, you shall certify in writing that all copies of Software in your possession or control have been destroyed; and (5) if we have lent or loaned you any Products, you shall immediately return such Products to us at your expense. You are solely responsible for transferring your Balances prior to any suspension or termination. If we terminate pursuant to clause (d) above, we will refund to you any prepaid but unused Service fees. Except for the foregoing, all prepaid fees are non-refundable. Following termination, your account will be deleted from our systems in the normal course of our operations, provided however that we reserve the right to preserve records and data related to your account (including Transaction records), if required to resolve a dispute or assert or defend any claim.

  14. Ownership. The Software, the Services, the underlying software and technology used to provide the Services, our website and all content, code, materials, graphics, images, and other material on our website (collectively, the “Materials”) are protected by copyright and other intellectual property rights. By paying to acquire the right to use the Software or Services you do not become the owner of the Software, Services, Materials or any portion thereof. Except for the limited rights of use expressly granted to you under these Terms, all right, title and interest (including all copyrights, trademarks, service marks, patents, inventions, trade secrets, intellectual property rights and other proprietary rights) in and to the Software, Services and Materials, are and shall remain exclusively owned by us and our licensors. All trade names, company names, trademarks, service marks and other Product, Software or Service names and logos are the proprietary marks of us or our licensors, and are protected by law and may not be copied, imitated or used, in whole or in part, without the consent of their respective owners. These Terms do not grant you any rights in respect of any such marks. You understand and agree that any feedback, input, suggestions, recommendations, improvements, changes, specifications, test results, or other data or information that you provide or make available to us arising from or related to your use of the Products, Software or Services shall become our exclusive property and may be used by us to modify, enhance, maintain and improve the Products, Software and Services without any obligation or payment to you whatsoever. Subject to these Terms, you retain ownership of all Coins and Balances in your Wallets.

  15. Third Party Products. You acknowledge and agree that you will require certain third party equipment, products, software and services in order to use the Products, Software or Services and may also use optional third party equipment, products, software and services that enhance or complement your usage (collectively, “Third Party Products”). You acknowledge and agree that failure to use or procure Third Party Products that meet the minimum requirements for Products, Software or Services, or failure to properly configure or setup Third Party Products may result in the inability to use the Products, Software or Services, and/or processing failures or errors. Third Party Products include, without limitation, computers, mobile devices, networking equipment, operating system software, web browsers and internet connectivity. We may also include, incorporate or make available optional Third Party Products through the Services or our website, such as services to facilitate the conversion of currencies to Coins. You acknowledge and agree that: (a) Third Party Products may be governed by separate licenses, agreements or terms and conditions and we have no obligation or liability to you in respect thereof, even if provided or made available by us; and (b) you are solely responsible for procuring any Third Party Products not provided or made available by us at your cost and expense, and are solely responsible for compliance with any applicable licenses, agreements or terms and conditions governing same.

  16. Confidentiality. You acknowledge that any unauthorized disclosure of our confidential information to third parties who are not users of the Services may cause immediate and irreparable harm to us. Consequently, you agree to take all reasonable steps to maintain the confidentiality of the Services and any related documentation and materials, and shall not, without our prior written consent, disclose, or make them available in any form to any other person, except to the extent reasonably required for the use of the Services. We reserve the right to disclose information about you, your Wallet, Balances and Transactions to the extent we are required to do so by applicable law, lawful authorities or by a court of competent jurisdiction. You agree that we may charge you for any costs or expenses we incur in order to comply with such requirements.

  17. Privacy. You understand and agree that any personal information provided to us will be governed by our privacy policy (the “Privacy Policy”). The Privacy Policy is available through our website and forms an integral part of these Terms.

  18. Credentials. You may create one or more user identifications, passwords and/or personal identification numbers in order to access or use the Products, Software and Services (“Credentials”). We reserve the right to require you to use Credentials that meet certain minimum requirements or to change your Credentials from time to time. We recommend that Credentials be used by one individual only. If you do decide to share, lend or disclose Credentials to others, you acknowledge and agree that: (a) you must ensure any person to whom you disclose your Credentials expressly agrees to these terms; (b) you are solely responsible for validating, verifying and/or authenticating the identity of such person and for ensuring that you disclose your Credentials to them in a secure manner; (c) such person may use such Credentials to access, use and modify your account, Wallet and Balances as if they were you (including execution of Transaction and modification your Credentials, contact details and other information), and by disclosing your Credentials you are granting them the right to do so; (d) such person may disclose your Credentials to others without your knowledge or consent, who may in turn access, use and modify your account, Wallet and Balances; (e) you remain responsible for all Transactions, modifications and other actions performed using your Credentials (including any fees that are incurred), whether performed by you or anyone else; and (f) we have no obligation or liability for any unauthorized Transactions or modifications to your account directly or indirectly arising from or related to any Credentials you share or disclose to others. You acknowledge and agree that if you forget or lose your Credentials, we may not be able to recover or restore your access to your account, Wallets and Balances and you Wallet and Balances may be permanently irrecoverable.

  19. Security. You agree that we will be entitled to treat all Transactions, orders, subscriptions, communications, transmissions and other activity in the course of using the Services under Credentials created by you as having been authorized by you. Our transaction records will constitute conclusive proof of your use of the Services and Transactions. You agree that you are solely responsible for all actions and activities undertaken using your Credentials. You also agree that you are solely responsible for safeguarding Products from loss, theft, compromise or unauthorized access. If you believe the security of any of your Credentials has been compromised, or you suspect unauthorized access or use of Credentials or any Product, or if any Product or device with Software installed is lost, misplaced or stolen, you must notify us immediately and, in the case of a lost, misplaced or stolen Product or device with Software installed, immediately deactivate or unlink such Product or device through our website. You are also responsible for deactivating or unlinking any Product or device through our website prior to any sale, assignment or transfer of such Product or device. You will be responsible for all Transactions and activity until you notify us and we have had a reasonable opportunity to suspend such Credentials. If we suspect that there has been fraudulent or unauthorized use of your Credentials or any of our Products, Software or Services, including fraudulent or unauthorized Transactions, orders or subscriptions, we reserve the right to suspend or terminate such Credentials and/or access to the Services while such activity is being investigated, and suspend or cancel any pending Transactions, orders or subscriptions if we are able to do so. In such event, we will also use reasonable efforts to contact you. You agree to cooperate and provide reasonable information to us in connection with our investigation of any suspicious, fraudulent or unauthorized use of Credentials, Products, Software or Services. You acknowledge and agree that Transactions may transmitted or facilitated through third party facilities, third party services or common carriers, including without limitation the internet. While we will implement and maintain commercially reasonable security measures designed to safeguard Transactions and Balances, it may be possible for third parties to corrupt or interfere with same. You also agree that if we release to you the private key for any Wallet, we will not be able to safeguard or control your Wallet or Balances and that any person to whom you disclose your private key will be able to access your Wallet and Balances and engage in Transactions, including without limitation irrevocably transferring your Balances to an Other Wallet which may not be controlled or accessible by you.

  20. Terminal Warranty. Subject to the conditions and exclusions set forth in this Agreement and in applicable documentation, we warrant that our Terminals will be free of defects in materials and workmanship for a period of one year from the time you receive your Terminal. In order to make a warranty claim, you must: (a) notify us prior to the expiration of the warranty period in accordance with the return policies and procedures set out on our website; and (b) return the defective Terminal to us at your expense. We may also require you to run diagnostics on the Terminal or give us remote access to diagnose, update and/or repair the Terminal before returning it to us. Upon receipt of the defective Terminal, we will repair or replace it and return it to you at our expense. We may also, in our discretion, permit the cross-shipping of a replacement Terminal prior to receipt of the defective Terminal secured by a hold of Coins in your Wallet. We reserve the right to replace the defective Terminal with a more current version or model or a refurbished Terminal in our sole discretion. We also reserve the right to charge you return shipping and a service fee if we determine that your warranty claim was not justified. The remaining warranty period for any Terminals we repair or replace under warranty is deemed to be the greater of the remaining warranty period for the original Terminal and 90 days following the completion of such repair or replacement. To the maximum extent permitted by applicable law, the foregoing constitutes your sole and exclusive remedy and our sole and exclusive obligation for any breach of the foregoing warranty and no person will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise, it being agreed that all of such other remedies, entitlements and recourse are expressly waived and released by you to the fullest extent permitted by law. You waive your rights under the foregoing warranty unless we receive your written claim within 30 days of the date you became aware or could reasonably have become aware of the defect. Our warranty does not cover: (a) defects arising from abnormal, improper or abusive configuration or use of Terminals, including but not limited to physical damage, use with incompatible products or services, or non-compliance with these Terms or applicable documentation; or (b) consumables, such as batteries or thermal paper.

  21. Warranty Disclaimer. You acknowledge and agree that your use of the Products, Software or Services is at your sole risk. Except as expressly set forth in Section 20, we provide the Products, Software and Services on an “as-is” and “as-available” basis and, to the maximum extent permitted by applicable law, we disclaim all representations, warranties and conditions regarding the Products, Software and Services or your use thereof, including without limitation any warranties or conditions of merchantability, merchantable quality, durability, fitness for a particular purpose, non-infringement, title, quiet enjoyment or quiet possession and those arising by statute or in law, or from a course of dealing or usage of trade. We cannot and do not warrant that the Products, Software or Services will meet your requirements or expectations, will operate without interruptions, that they will be error-free, virus-free, that the results obtained from their use will be timely, accurate, reliable or current or that any or all deficiencies can be found or corrected. We accept no responsibility for, and do not warrant the accuracy, currency or reliability of any output or data prepared by or with the assistance of the Products, Software or Services. We do not warrant that the Products, Software and Services will not breach or infringe applicable laws outside of Canada or the proprietary rights (including patent, copyright, trade mark, or trade secret rights) of any third party. We are not obligated to review the completeness, accuracy or any other aspect of any information provided or processed through or using the Products, Software or Services, including any Transactions. While we will use commercially reasonable efforts to secure your account and confirm Transactions and Balances, we shall not be liable, and assume no responsibility, for any loss or damages arising from or in connection with: (a) any access, inability to access, delay, fault or failure of the Products, Software or Services resulting directly or indirectly from your or any public, peer to peer or third party hardware, software, service, service provider, network, information, user or computing resource (including without limitation any delay, fault, error or failure in any Transactions or the confirmation of any Transactions, including those arising from failures in publication of blocks, network connectivity issues or changes in the standards, procedures or protocols applicable to any Coins); (b) unauthorized access to or alteration, theft, loss, corruption or destruction of Wallets, Transactions or Balances; (c) any other act or omission of any third party; (d) any inaccuracy in your Balances or Transactions; or (e) any Transactions that are unconfirmed or have fewer than the number confirmations we specify on our website. We cannot represent or warrant that Wallets, Transactions or Balances will be secure or securely processed at all times. You understand that you are solely responsible for all Transactions on your account, including without limitation verification of the Other Wallets to or from which you send or receive Coins, identification and verification of the owners of such Other Wallets and the terms, validity, performance, consummation or any other aspect of any related transaction (such as, without limitation, the delivery or quality of any Consideration you purchase or provide in connection with a Transaction). If you use any Products, Software or Services outside of Canada, you acknowledge and agree that you are solely responsible for ensuring that such use is permitted by applicable law in your jurisdiction.

  22. Acknowledgement of Risk. You understand and agree that: (a) there are risks associated with the use and holding of Coins and you represent and warrant that you are knowledgeable and/or experienced in matters relating to the use of Coins and are capable of evaluating the benefits and risks of using and holding Coins and fully understand the nature of Coins, the limitations and restrictions on their liquidity and transferability and are capable of bearing the economic risk of holding and transacting using Coins; (b) the continued ability to use Coins is dependent on many elements beyond our control, including without limitation the publication of blocks, network connectivity, hacking or changes in the technical and other standards, policies and procedures applicable to Coins; (c) no regulatory authority has reviewed or passed on the merits, legality or fungibility of Coins; (d) there is no government or other insurance covering Coins, the loss or theft of Coins, or any loss in the value of Coins; (e) the use of Coins or our Services may become subject to regulatory controls that limit, restrict, prohibit or otherwise impose conditions on your use of same; (f) Coins do not constitute a currency, asset, security, negotiable instrument, or other form of property and do not have any intrinsic or inherent value; (g) the value of and/or exchange rates for Coins may fluctuate significantly and may result in you incurring significant losses; (h) Transactions and the receipt or provision of Consideration may have tax consequences (including obligations to report, collect or remit taxes) and you are solely responsible for understanding and complying with all applicable tax laws and regulations; (i) Transactions are irrevocable and irreversible and there is no ability to dispute, reverse, cancel or void any Transaction once initiated, even if you initiate a Transaction in error; (j) we act as an intermediary to facilitate your Transactions with others and have no obligation to sell, purchase, resell or repurchase Coins to or from you as principal; and (k) the use of Coins or our Services may be illegal or subject to regulation in certain jurisdictions, and it is your responsibility to ensure that you comply with the laws of any jurisdiction in which you use Coins.

  23. Limitation of Liability. You agree that, to the maximum extent permitted by applicable law, our aggregate liability arising from or related to these Terms or any of our Products, Software or Services in any manner will be limited to direct damages not to exceed: (a) in the case of Services, the amount you have paid to use the Services for the 30 day period immediately preceding the cause of action; and (b) in the case of Products or Software, the amount you have paid us for same. To the maximum extent permitted by applicable law, in no event shall we be liable for any consequential, incidental, indirect, special, punitive, or other damages whatsoever (including, without limitation, damages for loss of revenue, profits, or expected savings, business interruption, personal injury, loss of privacy, loss of data or information or other pecuniary or intangible loss) arising out of these Terms or the use of or inability to use any of our Products, Software or Services, even if we foresee or have been advised of the possibility of such damages.

  24. Applicability. The limitations, exclusions and disclaimers in these Terms shall apply irrespective of the nature of the cause of action, demand or claim, including but not limited to breach of contract, negligence, tort, or any other legal theory and shall survive a fundamental breach or breaches and/or failure of the essential purpose of these Terms or of any remedy contained herein. Because some jurisdictions do not allow some or all of the exclusions or limitations of liability set forth in these Terms, such limitations, exclusions and disclaimers may not apply to you.

  25. Indemnification and Set Off. You will indemnify and hold us, our affiliates, subcontractors, licensors and agents and our and their directors, offices, employees and representatives harmless from and against all damages arising from or related to: (a) your breach of these Terms; and (b) third party claims arising from or related to your acts, omissions or Transactions. You agree that we may set-off any losses or damages we suffer arising from or related to the foregoing against your Balances.

  26. Independent Contractors. You and we are independent contractors. Nothing in these Terms is or shall be deemed to create a partnership or joint venture or a relationship of principal and agent, employer-employee, master-servant, or franchisor-franchisee between you and us and no provision contained herein is or will be deemed to create any relationship between the parties hereto other than the relationship of independent parties contracting for services.

  27. Assignment. Neither these Terms nor any of your rights or obligations under these Terms may be transferred or assigned by you, in whole or in part, whether voluntarily, by operation of law, or otherwise, without our prior written consent and any such attempted assignment or transfer shall be null and void. These Terms will enure to the benefit of and be binding upon the respective successors and permitted assigns of you and us. These Terms may be assigned by us in our sole discretion. You acknowledge and agree that we may subcontract our obligations under these Terms and may use third parties to provide equipment, software and services used to operate and provide the Services.

  28. Legal Proceedings. You agree that all claims, disputes or disagreements of any nature whatsoever arising from or relating to these Terms, the Services or us (a “Dispute”) will, at our sole option, be settled by final and binding arbitration by a single arbitrator pursuant to the Arbitration Act, 1991 (Ontario). Judgement upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and enforcement, as the law of such jurisdiction may require or allow. The arbitration will take place in the City of Toronto, Ontario, Canada and shall be conducted in English only. The arbitrator will: (a) not limit, expand or modify the terms of these Terms nor award damages in excess of compensatory damages permitted under these Terms, and you hereby waive any claim to such excess damages; (b) not have any ability to award any equitable remedies against us; (c) not have the right to award any damages in excess of damages that could lawfully be awarded by a court of competent jurisdiction and subject always to limitations and exclusions in these Terms; and (d) issue a written decision containing findings and conclusions on all significant issues. Each party will each bear its own expenses and an equal share of all costs and fees of the arbitration. All participants, each of whom will be bound by an appropriate confidentiality agreement, will hold the content and result of any arbitration in confidence. Notwithstanding the foregoing, you acknowledge and agree that irreparable injury may result to us if you breach any of the provisions in these Terms and that damages may be an inadequate remedy in respect of such breach. You hereby agree in advance that, in the event of such breach, we shall be entitled, in addition to such other remedies, damages and relief as may be available at law or in equity, to the granting of interlocutory and final injunctive relief. Any legal proceeding brought by you against us must be brought within one year after the event which is the subject of the proceeding has occurred. You agree to waive any right you may have to commence or participate in any class action against us in respect of any Dispute and further agree to opt out of any class proceedings against us.

  29. Force Majeure. If our performance of any of our obligations is prevented, restricted, or interfered with, by reason of: fire, flood, earthquake, explosion or other casualty or accident or act of God; strikes or labour disputes; inability to procure or obtain delivery of parts, supplies, power, telecommunication services, equipment or software from suppliers, war or other violence; any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority; or any other act or condition whatsoever beyond our reasonable control, we will be excused from such performance to the extent of such prevention, restriction or interference.

  30. Choice of Law. These Terms will be deemed to have been made and performed exclusively in the Province of Ontario, Canada and will be governed by and construed under the laws of the Province of Ontario without giving effect to Ontario’s conflict of laws principles and without reference to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario and Canada situated in the City of Toronto for any claim related to these Terms, the Products, Software or the Services that is not subject to arbitration arising from or in connection with these Terms and agree not to bring any action, claim, suit or proceeding against us, our affiliates or agents (or any officer, director, or employee thereof) in any jurisdiction other than the Province of Ontario.

  31. Entire Agreement. These Terms constitutes the entire agreement between you and us with respect to the Products, Software and Services and cancel and supersede any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between you and us other than as expressly set forth in this Agreement. You represent and warrant that you have not been induced to enter into these Terms by any other statement, representation or warranty not contained in these Terms. The headings in these Terms are for convenience of reference only and do not affect the construction or interpretation of these Terms.

  32. Survival. Neither the expiration nor the earlier termination of your account will release you from any obligation or liability that accrued prior to such expiration or termination. The provisions of these Terms requiring performance or fulfilment after the expiration or earlier termination of your account and any other provisions hereof, the nature and intent of which is to survive termination or expiration, will survive.

  33. Severability. To the extent that any provision of these Terms is declared by a court or other lawful authority of competent jurisdiction to be invalid, illegal or unenforceable: (a) such provision shall be severed and deleted or limited so as to give effect to the intent of the parties insofar as possible and both parties will use their best efforts to substitute a new provision of like economic intent and effect for the illegal, invalid or unenforceable provision, and the remainder of these Terms shall continue in full force and effect with respect to all other provisions; and (b) notwithstanding the foregoing, we reserve the right to terminate these Terms and your account.

  34. Amendments and Waivers. No modification, amendment, addition to or waiver of any rights, obligations or defaults by us shall be effective unless in writing and signed by one of our authorized signing officers. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation or default waived and shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure by us in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights hereunder.

  35. Notices. Except as expressly set out in these Terms, any demand, notice or other communication to be given to us shall be given in writing by mail to the following address: Coinkite Inc., 3219 Yonge St., Unit 376, Toronto, ON M4N 3S1, Canada or to such other address as we may advise you of from time to time, including through the Services or our website. Any demand, notice or other communication to be given to you may be given by mail, fax or e-mail using the contact details we have on record or posted through the Services to your account or to our website.

v. 2.0. Last revised 2014-05-01