Terms of Service: Private Client

Last Updated June 30, 2021

PLEASE REVIEW THESE TERMS AND CONDITIONS OF USE FOR THE COIN CLOUD PRIVATE CLIENT DESK (“PCD”) SERVICES CAREFULLY.  BEFORE USING THE PCD SERVICES YOU MUST AGREE TO BE BOUND BY THESE TERMS OF SERVICE. YOUR ACCESS TO AND USE OF THE COIN CLOUD PRIVATE CLIENT DESK SERVICES IS CONDITIONED ON YOUR ACCEPTANCE AND COMPLIANCE WITH THESE TERMS OF SERVICE.  

NOT ALL SERVICES ARE AVAILABLE IN ALL GEOGRAPHIC AREAS. YOUR ELIGIBILITY FOR SPECIFIC SERVICES IS SUBJECT TO FINAL DETERMINATION BY COIN CLOUD IN ITS SOLE DISCRETION.

These terms and conditions in this agreement (the “PCD Terms of Service” or “PCD Terms”) between you (“Client,” or “User,”) and Cash Cloud Inc., doing business as Coin Cloud (“Coin Cloud”) govern your use of the Coin Cloud Private Client Desk Services (the “PCD Services”). 

Separate terms of service, available here www.coin.cloud/legal/terms, apply to your use of the Coin Cloud website, hosted at www.coin.cloud (the “Site”), any Coin Cloud Kiosk (the “Kiosks” and each a “Kiosk”), or the Coin Cloud wallet application (the “Wallet App”, and collectively with the Site and Kiosks, the “Services”).

Your submission of information, including personal information, through or in connection with the PCD Services is governed by the terms of our privacy policy as updated from time to time, available at www.coin.cloud/legal/privacy (“Privacy Policy”).  When you accept the Privacy Policy, and any updates thereto, you consent to us collecting, accessing, using, processing, disclosing, and retaining any personal information you provide to us so we may provide the PCD Services to you. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws, and regulations. 

These PCD Terms of Service contain a section entitled Arbitration; Waiver of Class Action that require the use of arbitration (Section 14) on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute. Some jurisdictions do not allow mandatory arbitration, prohibitions against class actions or governing law and forums other than where the individual consumer is located. If you are located in one of these jurisdictions, the Arbitration; Waiver of Class Action section may not apply to you and you may have additional rights.

1. Introduction

This PCD Terms of Service agreement is a contract between you and Coin Cloud and contains important terms and conditions that apply to your use of the PCD Services.  The Coin Cloud PCD Services allow Users to buy and sell eligible digital assets in Private Client Desk transactions with Coin Cloud, acting on a proprietary basis, as the counterparty in each transaction.  To use the PCD Services, Users must successfully complete an onboarding process, as described below, and must designate one or more wallet addresses to send or receive digital assets in connection with PCD transactions. 

2. Client Onboarding

2.1  Eligibility.  In order to use the PCD Services you will be required to meet all of the following eligibility requirements.  

2.1.1  You must be of legal age of majority in your jurisdiction as may be required to access and use the PCD Services.

2.1.2  You must accept these PCD Terms.

2.1.3  You must be legally permitted to use the PCD Services in your jurisdiction.

2.1.4  You must successfully complete the identity verification described below.

2.1.5  You must not reside in a Prohibited Jurisdiction or otherwise designated or identified on any list maintained by the Office of Foreign Asset Controls (“OFAC”) of persons with whom it is illegal for U.S. entities to engage in business with.  

2.1.6  You must not engage in transactions using the PCD services for anyone other than yourself.

2.1.7  You must designate a verified PCD Wallet and bank account for use in connection with the PCD Services. 

2.1.8  You must not have been previously blocked or suspended from using the PCD Services or any Coin Cloud Services.

2.2  Identity Verification.  In order to use PCD Services you will be required to provide Coin Cloud with certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, and government identification number. Coin Cloud may also require you to answer certain questions or take actions in order to verify your identity, provide the PCD Services to you, or comply with applicable law. In submitting this or any other personal information as may be required, you verify that the information is accurate and authentic, and you agree to update Coin Cloud if any information changes. You hereby authorize Coin Cloud to, directly or through third parties, make reasonably necessary inquiries to verify your identity and/or to protect against fraud, including to query identity information contained in public reports and to take any other actions we deem necessary. You further authorize any and all third parties to which such inquiries may be directed to fully respond to such inquiries.

2.3  Digital Asset Wallets and Bank Accounts.  In order to use the PCD Services you must designate one or more digital asset wallets that you own for purposes of sending and receiving your digital assets (“PCD Wallet”). You represent and warrant that you are the owner of each PCD Wallet you designate and agree to take any reasonable steps we deem necessary to validate your ownership of such PCD Wallet. You authorize us to transfer digital assets to and from your PCD Wallet in accordance with instructions you initiate from time to time and to correct any errors in connection with such debits, credits or transfers. Failure to designate a verified PCD Wallet will preclude your use of the PCD Services. 

You authorize us to make inquiries regarding your digital asset transactions and PCD Wallet, whether directly or through third parties, that we consider necessary to protect you or us against fraud or other financial crime and to take action we deem reasonably necessary based on the results of such inquiries. We reserve the right, in our sole discretion, to delay or refuse your instructions to transfer digital assets to or from your PCD Wallet.

In order to use the PCD Services you must also designate one or more personal bank accounts that you own for purposes of sending and receiving fiat currency (“PCD Bank Account”).  You represent and warrant that you are the owner of each PCD Bank Account that you designate and agree to take any reasonable steps we deem necessary to validate your ownership of such PCD Bank Account. You authorize us to transfer fiat currency to and from your PCD Bank Account in accordance with instructions you initiate from time to time and to correct any errors in connection with such debits, credits or transfers. Failure to designate a verified PCD Bank Account will preclude your use of the PCD Services. 

You authorize us to make inquiries regarding your digital asset transactions and PCD Bank Account, whether directly or through third parties, that we consider necessary to protect you or us against fraud or other financial crime and to take action we deem reasonably necessary based on the results of such inquiries. We reserve the right, in our sole discretion, to delay or refuse your instructions to transfer fiat currency to or from your PCD Bank Account.

3. PCD Transactions

3.1  Transaction Initiation.  Once the Client(s) have successfully completed the Client onboarding process, they may use the PCD Services to initiate purchases and sales of certain digital assets.  To initiate a transaction, Client must submit a Request for Quotation (an “RFQ”) to Coin Cloud for a purchase or sale of a specified amount of a particular digital asset by contacting the Coin Cloud PCD Services Desk via PrivateClient@coin.cloud.  Upon receipt of an RFQ, Coin Cloud will take the following steps: 1) verify the identity of the person submitting the RFQ, and 2) provide a written response to the RFQ setting forth a price quote for the proposed transaction that includes any applicable premium or discount.  If the quotation is acceptable to the Client, the Client must confirm acceptance in writing and initiate the transaction by, in the case of a purchase, wiring fiat currency to Coin Cloud per the transaction instructions, or, in the case of a sale, transferring the relevant digital asset to Coin Cloud per the transaction instructions.  Upon receipt of the fiat currency or the relevant digital asset, Coin Cloud will send either the relevant digital asset to the designated PCD Wallet or send fiat currency to the designated PCD Bank Account.  

3.2  Fees.  Coin Cloud will sell digital assets to you at an agreed upon premium or buy digital assets from you at an agreed upon discount.  The agreed upon premium or discount, as applicable, will be confirmed by the parties in writing.  You agree to pay the premium or discount, and any other charges, including federal, state, and local taxes, promptly in accordance with your written fee agreement with Coin Cloud, as they apply to your transactions and the features and services you receive.  Coin Cloud reserves the right to change or waive fees in our sole discretion.  

3.3  Trade Confirmations.  Coin Cloud will provide you with confirmation of your trading activity by providing order confirmations, transaction receipts and confirmation of order cancellations (“Confirmations”). Confirmations will include the relevant transaction hash, confirm the receipt of fiat currency or digital assets by Coin Cloud, and confirm that fiat currency or digital assets have been sent to the designated bank account or PCD Wallet.  Coin Cloud will provide you with all Confirmations by secure electronic mail. If there is a conflict between the terms of any Confirmation and the terms of this Agreement, the terms of the Confirmation will control. Coin Cloud reserves the right to make adjustments to Confirmations to correct for errors.

3.4  No Investment Advice.  Coin Cloud provides PCD Services only to facilitate User directed Private Client Desk digital asset transactions. Coin Cloud does not provide investment advice or managed account services and does not undertake any fiduciary obligations to Users.  Coin Cloud’s services are non-custodial in nature and Users are responsible for arranging for custody of digital assets in connection with use of the PCD Services.  

3.5  Password Security and Keeping Your Contact Information Current. You are responsible for maintaining adequate security and control of any IDs, passwords, hints, personal identification numbers (“PINs”), API keys or any other codes that you use to access the PCD Services and for any digital wallets that you may use to transfer or receive digital assets in connection with your use of the PCD Services.  Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your PCD Wallet and the loss or theft of any digital currency and/or funds held in your PCD Wallet. You are responsible for keeping your contact information, including your email address and telephone number, up to date in order to receive any notices or alerts that Coin Cloud may send you. Coin Cloud assumes no responsibility for any loss due to compromise of your sensitive information or failure to follow or act on any notices or alerts that Coin Cloud may send to you. In the event you believe your PCD Wallet information has been compromised, contact Coin Cloud Support immediately.

3.6  Security Breach. If you suspect that your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you or Coin Cloud (together a “Security Breach”), you must notify Coin Cloud Support as soon as possible and continue to provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that Coin Cloud reasonably requires to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach may be taken into account in Coin Cloud’s determination of the appropriate resolution of the matter.

4. Termination

Coin Cloud has the right to modify the PCD Services at any time, without prior notice. Coin Cloud may terminate, close, or suspend access to the PCD Services, or terminate or suspend your access to any feature, at any time, without prior notice. Such termination or suspension may include declining to accept orders or balance transfers and cancelling  transactions. 

5. Representations

You make the following representations regarding your use of the PCD Services:

5.1  By accessing or using the PCD Services, you represent that you are of the legal age of majority in your jurisdiction as may be required to access and use the PCD Services.

5.2  You have not been previously blocked or suspended from using the PCD Services.

5.3  By accessing or using the PCD Services, you accept these Terms on behalf of yourself, and you represent and warrant that you have the right and authority to do so. You further represent and warrant that you are fully able and competent to enter into, and abide by and comply with, the PCD Terms of Service. 

5.4  You represent and warrant that you are legally permitted to use the PCD Services in your jurisdiction, including that you are legally permitted to own digital assets and interact with the PCD Services you use.  You further represent you are responsible for ensuring compliance with the laws of your jurisdiction in connection with your use of the PCD Services and acknowledge that Coin Cloud is not liable for your compliance or non-compliance with any such laws.

5.5  You represent that agreeing to these PCD Terms of Service and your use of the PCD Services does not constitute, and that you do not expect it to result in, a breach, default, or violation of any applicable law or any contract or agreement to which you are a party or are otherwise bound.  

5.6  You represent and warrant that you are not a person or entity identified on:  (a) a list of specially designated national and/or blocked persons maintained by the OFAC of the United States Treasury Department; (b) a list of denied persons or parties of concern maintained by the Bureau of Industry and Security of the United States Department of Commerce; (c) any similar list promulgated by an official agency, ministry or department of the United States; or (d) any similar list promulgated by an official agency, ministry or department of the Country in which you access the PCD Services. 

5.7  You represent and warrant that you are not a resident of, or located in, any of the countries to which the United States has embargoed goods or has otherwise applied any sanctions (each a “Prohibited Jurisdiction”).  

5.8  You represent that you will not, and will not attempt to, purchase, sell, rent, transact, or provide access to the PCD Services for or on behalf of someone other than yourself, or otherwise engage in Prohibited Use of the PCD Services.

5.9  You represent that you will not disrupt, interfere with, or otherwise adversely affect the normal flow of the PCD Services or otherwise act in a manner that may negatively affect other users' experience when using the PCD Services.  This includes taking advantage of software vulnerabilities and any other act that intentionally abuses or exploits the design of the PCD Services.

5.10  You represent that you are sophisticated in using and evaluating blockchain technologies and related blockchain-based digital assets, including the Bitcoin and Ethereum networks, smart contract systems, and ERC-20 tokens.  Specifically, you represent that you have evaluated and understand the operation of the PCD Services and the blockchain networks underlying the digital assets that the PCD Services may be used to transact in.  

6. Risks

The risks of trading or holding digital currency can be substantial. You should carefully consider whether trading or holding digital currency is the right financial decision for you.

As with any asset, the value of digital currencies can go up or down and there can be a substantial risk that you may lose money buying, selling, holding, or investing in digital currencies. You should carefully consider whether trading or holding digital currencies is suitable for you in light of your financial situation. 

6.1  Transaction confirmation times.  Bitcoin transactions are confirmed by the bitcoin network pursuant to the rules of the bitcoin protocol. The confirmation of Bitcoin transactions takes a period of time depending on a variety of circumstances.  Transactions may remain unconfirmed between ten minutes up to one day or more. A Bitcoin transaction is not complete until it is confirmed. Bitcoin associated with transactions that are unconfirmed will be designated accordingly.  Similar circumstances apply to other digital currencies.

6.2  Digital currency is not legal tender, is not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections.

6.3  Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of digital currency.

6.4  Transactions in digital currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.

6.5  Some digital currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that a Client initiates the transaction.

6.6  The value of digital currency may be derived from the continued willingness of market participants to exchange Fiat Currency for digital currency, which may result in the potential for permanent and total loss of value of a particular digital currency should the market for that digital currency disappear.

6.7  There is no assurance that a person who accepts a digital currency as payment today will continue to do so in the future.

6.8  The volatility and unpredictability of the price of digital currency relative to fiat currency may result in significant loss over a short period of time.

6.9  The nature of digital currency may lead to an increased risk of fraud or cyber-attack.

6.10  The nature of digital currency means that any technological difficulties experienced by Coin Cloud may impact a Client’s ability to buy or sell digital assets.

6.11  You are solely liability for unauthorized digital currency transactions, no different than you are responsible for unauthorized cash transactions or unauthorized fiat currency transactions. You should protect your digital currency transactions and your digital wallet with the same care and concern as your cash transactions and your traditional wallet.

7. Prohibited Uses

The PCD Services may not be used in any of the following ways:

7.1  In connection with your use of these PCD Services, you agree and represent that you are not engaging in or facilitating any illegal activity.  Coin Cloud reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process, or government request.

7.2  You agree not to accept payments from or send payments to the following businesses or to engage in the following activities using the PCD Services: unlicensed Money Service Business (see https://www.fincen.gov/am-i-msb); counterfeiting; stolen goods; sale of illegal or legal prescription drugs; online gambling; identity theft; fraud or scams; or any business that would violate any law, statute, ordinance or regulation.  Furthermore, you agree that you will not acquire digital currency or use the Coin Cloud PCD Services if you are on: (a) a list of specially designated national and/or blocked persons maintained by the OFAC of the United States Treasury Department; (b) a list of denied persons or parties of concern maintained by the Bureau of Industry and Security of the United States Department of Commerce; (c) any similar list promulgated by an official agency, ministry or department of the United States; or (d) any similar list promulgated by an official agency, ministry or department of the Country in which you access the PCD Services. You agree that you will not use the Coin Cloud PCD Services if you are a resident of, or located in, any Prohibited Jurisdictions.

7.3  You agree not to use the Service in a manner that could interfere with, disrupt, impede, or negatively affect other users of the Service. This includes, but is not limited to, the use of: robots, ransomware, trojan horses and/or scrapers.

7.4  You may not use or attempt to use another person’s wallet software with or without consent when engaging with the PCD Services.

7.5  You may not provide false, inaccurate, or misleading information about yourself or the PCD Services provided to you.

7.6  You may not use mobile phone numbers that do not belong to you to access the PCD Services.

7.7  You agree not to store, upload, or transmit to or via the PCD Services any Data that: 

  1. infringes upon, or violates any copyright, patent, trademark, trade secret or other proprietary right; 
  2. is defamatory, libelous, or threatening; 
  3. is known by you to be false or inaccurate; or 
  4. violates any applicable law, treaty, or regulation. 

7.8  You agree you will neither upload nor transmit to the PCD Services any Data containing any virus, worm, or other harmful feature. 

7.9  You agree not to interfere, in any way, with others’ use of the PCD Services and you will not attempt to gain unauthorized access to the account, computer system, or Data of another user.

7.10  You agree not to engage in any act where you know, or have reason to know, that such act may disrupt the functionality of the PCD Services, including, but not limited to, the following: 

  1. translating, decompiling, reverse engineering, or otherwise attempting to obtain access to source code of any software located on the Site (the “Software”); or 
  2. using the Site in any way that violates local, state, federal, or international law. 

8. Disclaimer

COIN CLOUD DOES NOT PROMISE THAT THE PCD SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE PCD SERVICES WILL PROVIDE SPECIFIC RESULTS. COIN CLOUD DOES NOT WARRANT THE ACCURACY, COMPLETENESS, QUALITY, ADEQUACY OR CONTENT OF ANY INFORMATION OR TOOL ACCESSIBLE USING THE PCD SERVICES OR ANY OTHER ASSOCIATED WEBPAGE OR WEBSITE, NOR DOES COIN CLOUD MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PCD SERVICES OR ANY OTHER ASSOCIATED WEBPAGE OR WEBSITE. THE PCD SERVICES ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE PCD SERVICES IS SUBJECT TO CHANGE WITHOUT NOTICE. COIN CLOUD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT. COIN CLOUD DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE PCD SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE PCD SERVICES. YOUR SOLE REMEDY AGAINST COIN CLOUD FOR DISSATISFACTION WITH THE PCD SERVICES IS TO STOP USING THE PCD SERVICES. THIS LIMITATION OF RELIEF IS AN ESSENTIAL PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action. Coin Cloud reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the PCD Services for any reason; (2) to modify or change the PCD Services and any applicable policies or terms; and (3) to interrupt the operation of the PCD Services as necessary to perform routine or non-routine maintenance, error correction, or other changes.

9. Limitation of Liability

IN NO EVENT WILL COIN CLOUD, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES, BE RESPONSIBLE OR LIABLE IN ANY WAY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST PROFITS OR PROSPECTIVE ECONOMIC ADVANTAGE, RESULTING FROM ANY USE OR MISUSE OF THE PCD SERVICES, OR RELIANCE ON THE INFORMATION, DOCUMENTS, SOFTWARE OR CONTENT IN CONNECTION WITH THE PCD SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH ARE REASONABLY FORSEEABLE.

10. Indemnification

You agree to indemnify and hold Coin Cloud, its subsidiaries, affiliates, officers, agents, and representatives, and its and their officers and employees, harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including reasonable attorneys’ fees, disbursements, and court costs) arising from or in connection with your use of the PCD Services, your violation of these PCD Terms of Service, or your violation of any rights of any third party.

11. Taxes

You are solely responsible for determining the tax implications and tax reporting requirements associated with transactions you engage in involving digital assets using the PCD Services, and for paying any applicable taxes in each applicable jurisdiction.  Coin Cloud is not responsible for determining whether there are tax implications in connection with transactions involving digital assets using the PCD Services, for reporting any such transactions, or for paying any applicable taxes.

12. Electronic Communications

The communications between you and Coin Cloud may use electronic means such as electronic mail.  For contractual purposes, you: (i) consent to receive communications from Coin Cloud in any electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Coin Cloud provides to you electronically satisfy any legal requirement that would also be satisfied if such communications were to be in a hardcopy writing. You agree to provide Coin Cloud with an electronic mail address that you regularly monitor and to provide Coin Cloud with notice in the event that your electronic mail address changes.  The foregoing does not affect your non-waivable rights.

13. Term and Termination

These PCD Terms of Service will remain in full force and effect for so long as you use the PCD Services.  We may suspend or terminated your right to use the PCD Services at any time for any reason in our sole discretion, including for any use of the PCD Services in violation of these PCD Terms of Service.  Upon termination of your rights under these PCD Terms of Service, your right to access and use the PCD Services will terminate immediately.  Coin Cloud will not have any liability whatsoever to you for any termination of your rights under these PCD Terms of Service, including for deleting or blacklisting any blockchain network address you provide to use in connection with your use or attempted use of the PCD Services.  

14. Arbitration

Arbitration; Waiver of Class Action. You and Coin Cloud agree that any dispute arising out of or relating to this Agreement or the Coin Cloud PCD Services, including, without limitation, federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation, or any other legal theory, shall be resolved through binding arbitration, on an individual basis (the “Arbitration Agreement”). Arbitration shall be conducted in accordance with the American Arbitration Association's rules for arbitration of consumer-related disputes (“AAA Consumer Arbitration Rules”). Notwithstanding anything to the contrary in the AAA Consumer Arbitration Rules, you and Coin Cloud agree that neither you nor Coin Cloud may choose to take their claim(s) to small claims court unless the dispute (1) proceeds only on an individual (non-class and/or non-representative) basis; and (2) remains in small claims court.

This Arbitration Agreement includes, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement. All such matters shall be decided by an arbitrator and not by a court or judge. For the avoidance of doubt, the arbitrator has the exclusive authority to decide whether the Arbitration Agreement is enforceable.

Waiver of Right to Initiate or Participate in Collective or Class Actions. TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY, “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, YOU AND COIN CLOUD ARE EACH agreeing to waive rights EACH might otherwise have including, but not limited to, the rights (a) TO A TRIAL BY JURY; (b) to initiate representative actions, collective actions, and/or class actions; and (c) to participate in representative actions, collective actions, or class actions initiated by others.

The arbitration will be conducted by a single, neutral arbitrator and shall take place in Clark County, Nevada, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including, but not limited to, legal and equitable relief, and the arbitral decision may be enforced and/or confirmed in any court of competent jurisdiction. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. This Arbitration Agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (“FAA”).

15. Governing Law and Jurisdiction

The laws of the State of Nevada will govern these PCD Terms of Service, without giving effect to any conflicts of laws principles. You agree that any action arising out of these PCD Terms of Service, or your use of the PCD Services, shall be brought in state or federal court in the State of Nevada, and you consent to the jurisdiction of such courts.

16. General

16.1  Assignment. You may not assign any rights and/or licenses granted under this Agreement.  Coin Cloud reserves the right to assign its rights without restriction, including without limitation to any Coin Cloud affiliates or subsidiaries, or to any successor in interest of any business associated with the PCD Services.  Subject to the foregoing, these Terms will bind and ensure to the benefit of the parties, their successors, and permitted assigns.

16.2  Severability.  If any part of these PCD Terms of Service is deemed unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity or enforceability of remaining provisions. 

16.3  Entire Agreement.  These PCD Terms of Service set forth the entire understanding between you and Coin Cloud with respect to the subject matter hereof and supersede any prior or contemporaneous communications, representations, or agreements, whether oral or written, between you and Coin Cloud with respect to such subject matter.

16.4  Survival.  All provisions of this Agreement that give rise to a party’s ongoing obligation will survive termination of this Agreement, including Section 12 (Electronic Communication), 14 (Arbitration), 15 (Governing Law and Jurisdiction), and 16 (General). 

16.5  No Agency.  Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between Client and Coin Cloud. 

16.6  Changes.  Coin Cloud offers the PCD Services to you based on your acceptance of these PCD Terms of Service without modification. Coin Cloud reserves the right and may, from time-to-time, make changes to the Site, the Kiosks, the Wallet App, or to these PCD Terms of Service. Any changes or modifications to the PCD Terms of Service will be effective upon upload to the Site. You acknowledge that it is your sole responsibility to review these PCD Terms of Service each time you use the PCD Services to remain apprised of any changes, revisions, or updates. Your ongoing and continued use of the PCD Services, following any revision, change, modification, or update to these PCD Terms of Service, constitutes your acceptance of the modified PCD Terms of Service.

16.7  Waiver.  Coin Cloud’s failure to act on any breach of any provision of these PCD Terms of Service shall not be construed as a waiver of the enforcement of any provision unless Coin Cloud agrees to such waiver in writing.

16.8  Force Majeure. Coin Cloud shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet PCD Services or network provider PCD Services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond Coin Cloud’s reasonable control and shall not affect the validity and enforceability of any remaining provisions.