August 8, 2019
These Terms of Service constitute the entire agreement and understanding with respect to the use of any or all of the Services, and any manner of accessing them via the Site, between you and one of the following Parties: CoinZoom, Inc. (if you are a U.S. Resident or you make a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through any U.S. Financial Institution to facilitate the provision of any of the Services) or CoinZoom Australia PTY LTD. (if you are outside the U.S.), (collectively “CoinZoom”, “us”, “our”, or “we”).
CoinZoom is regulated in multiple jurisdictions and is required to collect and verify information about you to prevent fraud, terrorist activity and money laundering pursuant to applicable Know Your Custom (KYC), Anti-Money Laundering (AML) and Counter Terrorist Finance (CTF) laws and rules. In addition to the identity information required during the sign-up process, CoinZoom may require additional information for you to transfer assets or engage in transactions beyond certain limits or frequency. For example, for “Travel Rule” requirements, CoinZoom will retain for transfers out of the CoinZoom Exchange the following information: your name, account number, physical address, financial institution, amount, date and the identity of the recipient’s financial institution. CoinZoom reserves the right, in its sole discretion, to delay or cancel any transfers lacking necessary compliance information. CoinZoom is prohibited from transacting with individuals, companies and countries that are on prescribed sanctions lists. CoinZoom will therefore screen against numerous sanctions lists, including but not limited to United Nations, European Union, UK Treasury and US Office of Foreign Assets Control (OFAC) sanctions lists in all jurisdictions in which we operate.
CoinZoom reserves the right, in its sole discretion, without any obligation to you and without any requirement to provide notice to you, to change, improve or correct the information, materials and descriptions on the Site and to suspend and/or deny access to the Site for any reason. The disclosure information and materials on the Site may contain typographical errors or inaccuracies despite our best efforts and due diligence review. Any dated information is published by us as of its date only, and CoinZoom does not undertake any obligations or responsibilities to update or amend any such information. CoinZoom further reserves the right, in its sole discretion, to block or otherwise discontinue your access to and use of the Site at any time and for any reason. You agree that CoinZoom will not be liable to you or to any third party for any such modifications, suspensions or discontinuances.
Your Hosted Digital Wallet enables you to store, track and manage the supported Digital Currencies contained in your Hosted Digital Currency Wallet. Upon verification a government issued identification card and a picture of yourself, you will have the ability to request, send and receive, and store Digital Currency from, third parties by giving instructions through the Site (each such transaction is considered a "Digital Currency Transaction”). Hosted Digital Currency Wallet services are available only in connection with those Digital Currency that CoinZoom, in its sole discretion, decides to support. The Digital Currency that CoinZoom supports may change from time to time. If you have any questions about which Digital Currencies CoinZoom currently supports, please visit our Coin Info page. Under no circumstances should you attempt to use your Hosted Digital Currency Wallet services to store, send, request, or receive digital currencies in any form that are not supported by CoinZoom. Please note that the wallets being provided by CoinZoom, including the associated technology and security, were developed by BitGo, an unaffiliated supplier to CoinZoom. With respect to cash or fiat currency, these funds are placed in a For Benefit Of (FBO) accounts at Banks utilized by CoinZoom but held for the beneficial owners (user accounts) and are segregated from CoinZoom’s working capital, and your associated proportional beneficial ownership of these funds will be reflected in your account balance.
We use our banking providers in order to receive client funds and make payments. Our banking providers DO NOT transfer, exchange or provide any services in connection with Digital Currency.
CoinZoom may also offer “Conversion Services” or trading pairs to convert one digital currency to another. Eligible users in certain jurisdictions may buy or sell supported Digital Currency through the Conversion Services. The Conversion Services are subject to the CoinZoom "Conversion Rate" for the given transaction. "Conversion Rate" means the price of a given supported Digital Currency amount in terms of Fiat Currency or other Digital Currency as quoted on the CoinZoom Site. The Conversion Rate is stated either as a "Buy Price" or as a "Sell Price," which is the price in terms of Fiat Currency or Digital Currency at which you may buy or sell supported Digital Currency to CoinZoom. You acknowledge that the quoted Buy Price Conversion Rate may not be the same as the Sell Price Conversion Rate at any given time, and that CoinZoom may add a margin or “spread” to the quoted Conversion Rate. The Conversion Service will be done in and through the trading platform via execution of multiple trading pairs or through direct matching of an applicable market (trading pair) for the conversion is available. CoinZoom does not engage in proprietary or OTC trading other than to facilitate the orderbook but will take a spread or execute riskless principal transactions to facilitate an orderly market. You agree, as a condition of using any CoinZoom Conversion Services, to accept the Conversion Rate as the sole conversion metric. CoinZoom reserves the right to delay any Conversion Service transaction if it perceives a risk of fraud or illegal activity. CoinZoom does not guarantee the availability of its Conversion Service, and the act of purchasing supported Digital Currency from CoinZoom does not result in a guarantee that you may sell your supported Digital Currency to CoinZoom.
Past performance is not a guarantee of future performance. The contents of this Site do not constitute financial, legal, or tax advice. Investors are solely responsible for conducting any legal, accounting or due diligence review. You should obtain investment and tax advice from your advisers before deciding to invest.
None of the information contained in the publicly available portions of the Site (i.e., which is accessible to the public without becoming a registered User) constitutes a recommendation, solicitation or offer to buy or sell any Digital Currency or other financial instruments or other assets or provide any investment advice or service. The information and Services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where CoinZoom is not authorized to provide such information or Services. Some products and Services described in the Site may not be available in all jurisdictions or to all clients.
When you transact on the Exchange, CoinZoom will attempt to fill that order through one or more orders on the Exchange, which orders may include those of unaffiliated, third-party liquidity providers (LPs). These LPs may be acting in an agency capacity, and their orders will include additional margin or spread that is not transparent to you or CoinZoom. CoinZoom may also include additional margin or spread to cover fees charged by unaffiliated liquidity providers. These fees are in addition to any Commissions or Fees (please reference the Fee Schedule for a list of current Fees). CoinZoom makes no representation that you will be able to get the best price on the CoinZoom Exchange. Market orders will not be honored on a first come, first serve basis but will be prioritized on a number of factors, including obligations to clients, vendors with preexisting liabilities and proprietary holdings of CoinZoom. Additionally, CoinZoom will act in a principal capacity in order to sell crypto assets it earned as fees onto the Exchange, and will engage in simultaneous, riskless principal transactions for its own benefit in order to rectify crossed markets.
Digital currency trading may result in taxable consequences in your jurisdiction, and you must determine, report and pay any applicable taxes. You are responsible for your own tax filings and payments. CoinZoom is under no obligation to calculate, determine or make available any information regarding taxes or the taxable consequences of your transactions. CoinZoom may make available, in its sole discretion, a record of your transactions which may be useful to you for making any required tax filings or payments, and this does not constitute a waiver of this provision. CoinZoom will fully cooperate with and voluntarily share user data, including your transaction and profit and loss records, with any duly authorized taxing authority and will make any tax withholdings or filings that we are required by law to make but is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction. CoinZoom is under no obligation to make any transaction data available if, for any reason, your account is closed, or you are suspended or permanently suspended from the website or Services.
Abandoned Accounts / Unclaimed Property:
All US States and an increasing number of countries require financial institutions to report property that has been abandoned or unclaimed after a dormancy period, usually 36 months. If your account is inactive, CoinZoom is unable to locate you and your account has remained inactive for the dormancy period applicable in your jurisdiction, then CoinZoom must report the account as abandoned to the relevant jurisdiction (generally determined by the primary address of the account holder). The government of the relevant jurisdiction will then claim the abandoned account through a process called "escheatment," whereby the government becomes the owner of the account. CoinZoom may also terminate and liquidate your account and send funds to the last known address after your account is inactive for certain shorter periods of time, as CoinZoom may determine and post in its sole discretion. If CoinZoom receives legal documentation or other information confirming your death or other information leading us to believe you have died, we may freeze your account unless and until a court or your executor directs us otherwise or we have ascertained that you have not died.
Our Services and certain pages of the Site are available only to Investors who have been authorized by us to access those Services and web pages on the Site. Such authorization may require completion of an investor questionnaire (and providing additional verification) and satisfactory background information screening and/or identification verification. Only users of CoinZoom with a valid User ID and password are authorized to access Services on the Site and any related web pages.
Unauthorized use of the Site and our Services by you or others using your account to conduct any illegal activity, including, but not limited to laundering money, funding terrorism or other illegal activity. The misuse or sharing of passwords or misuse of any other information is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or Services or interfere with any other party's use and enjoyment of the Site or Services. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us of such use and we have had a reasonable opportunity to act on that notice. CoinZoom reserves the right at its discretion to suspend or cancel your password or otherwise disable your access to the Site, even without receiving such notice from you or providing notice to you, if we suspect that it is being used in an illegal, unauthorized or fraudulent manner.
Notwithstanding the above, you are responsible for monitoring your account and should promptly report any illegal, unauthorized or suspicious activity in your account to us at Support@CoinZoom.com.
CoinZoom owns and retains all proprietary rights in the Site, the Services and all material and information posted thereon ("Content"). The Site contains the copyrighted material, trademarks and other proprietary information of CoinZoom and its licensors. You may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of CoinZoom.
In addition, to the extent you receive information from CoinZoom or other Investors with respect to any investment activity on the Site, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such Investor. You agree that CoinZoom may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to (i) cooperate with law enforcement or regulatory or self-regulatory organizations, (ii) comply with a legal obligation, (iii) protect and defend the rights or property of CoinZoom, (iv) act in urgent circumstances to protect the personal safety of users of the Site or the public against fraud or other harm, (v) enforce our customer and other agreements, (vi) protect against legal liability, (vii) comply with any applicable law, regulation, legal process, or governmental request; (viii) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (ix) enforce this Agreement and investigate potential violations thereof; (x) detect, prevent, or otherwise address fraud, security, or technical issues; (xi) respond to your requests for customer service; or (xii) protect the rights, property, or personal safety of CoinZoom, its users, or the public.
If you believe that any material on the Site violates this Agreement or your intellectual property rights, please notify CoinZoom as soon as possible by sending an email to Support@CoinZoom.com with the following information in accordance with Section 512(c) of the Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, CoinZoom will also terminate a User's account (e.g., if the User is determined to be a repeat infringer).
Use of Links:
Third Party Posts:
CoinZoom may provide messaging capabilities in order for you to communicate with other users on the website. You agree that the messaging services does not entangle in such communication, or in any way indicate that CoinZoom has adopted the communication. We make no representation as to accuracy of the information communicated directly from issuers to investors and have no control or compliance oversight over such communication.
In addition, the third-party posts do not reflect the position of CoinZoom and were not reviewed for completeness and accuracy. The third-party posts were not endorsed or adopted by CoinZoom.
CoinZoom may terminate your access to all or any part of the Site and Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your account, you may do so by following the instructions on the Site. All provisions of this Agreement shall survive termination, including, without limitation, your pre-termination representations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
CoinZoom has no special relationship with or fiduciary duty to you. You acknowledge that CoinZoom has no control over, and no duty to take any action regarding: which Users gain access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release CoinZoom from all liability for you having acquired or not acquired Content through the Site. CoinZoom makes no representations concerning any Content contained in or accessed through the Site, and CoinZoom will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Services.
CoinZoom neither represents, warrants, covenants, guarantees, nor promises any specific results from use of the Site.
THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICES, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES.
CoinZoom will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third-party data due either to any negligent act or omission by CoinZoom or "force majeure" or any other cause beyond the control of CoinZoom. Such errors would include input instructions errors, including price or quantity errors caused by key input errors (fat fingering), transposing numbers, misplacing decimals, duplicate or failed trade instructions.
Electronic Communication Privacy Act Notice (18usc 2701-2711): CoinZoom makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. CoinZoom will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other
Content stored on CoinZoom's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Services.
CoinZoom shall not be liable for any delays, failure in performance or interruption of service, including significant market volatility, regulatory action, acts of God, act of civil or military authorities, terrorists attacks, civil disturbance, government shutdown (however caused), war, strike, labor dispute, fire, interruption in telecommunications or Internet services or network provider services, system outages, failure of equipment and/or software, other catastrophe or occurrence beyond our control.
You shall defend, indemnify, and hold harmless CoinZoom, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Site, Services, Content or otherwise from your User Submissions (including breach of your representations to us), violation of the Agreement, or infringement by you, or any third party use of your account, of any intellectual property or other right of any person or entity. CoinZoom reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with CoinZoom in asserting any available defenses.
You agree not to game or take advantage of any CoinZoom Exchange limitations, rules or system glitches that would unjustly enrich you. You agree to notify CoinZoom immediately of any activity or technical failures which would jeopardize the integrity of the Exchange, and you agree to cooperate fully in remedying the failure and mitigating the loss to CoinZoom and other users. You also agree to bear the legal costs of recovery CoinZoom may incur for any unjust enrichment gained by your exploiting or gaming limitations of the Exchange.
Limitation of Liability:
IN NO EVENT SHALL COINZOOM, NOR ITS MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, LOST PASSWORDS, STOLEN PASSWORDS, HACKED PASSWORDS, EXTORTION, KIDNAPPING, UNAUTORIZED ACCOUNT ACCESS OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Governing Law; Binding Arbitration:
Except as otherwise expressly provided in this Agreement, any civil claim which arises out of or relates in any way to this Agreement shall be resolved in Salt Lake City, Utah, in accordance with the following terms and procedures:
This Agreement (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any principles of conflicts of law. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. User agrees that it may bring claims against CoinZoom only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
Registration Data; Account Security:
In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration or account creation forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information that you provide to CoinZoom, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to CoinZoom.
Integration and Severability:
Business Continuity Plan:
CoinZoom has developed a Business Continuity Plan on how we will respond to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions is unpredictable, we will have to be flexible in responding to actual events as they occur. With that in mind, we are providing you with this information on our business continuity plan.
Contacting Us – If after a significant business disruption and you cannot contact us as you usually do, you should email us at Support@CoinZoom.com. In case of a significant business disruption, the firm will place a notification on its website at www.CoinZoom.com on next steps.
Our Business Continuity Plan – Significant business disruptions can vary in their scope (location) and severity (minimal to severe). Regardless of the scope and severity, we plan to quickly recover and resume business operations after a significant business disruption and respond by safeguarding our employees and property, making a financial and operational assessment, protecting the firm’s books and records, and allowing our customers to transact business. In short, our business continuity plan is designed to permit our firm to resume operations as quickly as possible, given the scope and severity of the significant business disruption. We plan to continue in business, transfer operations offsite if necessary, and notify you through our contact information on how to contact us. As the firm does not hold customer funds or securities, if the significant business disruption is so severe that it prevents us from remaining in business, we will assure our customer’s prompt access to their funds at the escrow agent (but will not provide access to your funds if such have, prior to the business disruption, been delivered to an Issuer).
Our business continuity plan addresses: data backup and recovery; all mission critical systems; financial and operational assessments; alternative communications with customers, employees, and regulators; alternate physical location of employees; and regulatory reporting.
Prohibited Businesses and Activities:
CoinZoom reserves the right to suspend or terminate your account if we believe, in our sole discretion, that you are using CoinZoom in in way that could expose CoinZoom to liability, reputational risk or brand damage, including but not limited to using CoinZoom to engage in, transact or related to any of the following types of activities or businesses: alcohol, tobacco, pharmaceuticals, Illegal drugs, marijuana, drug paraphernalia, firearms, ammunition, weapons, sexually oriented activities or materials, pornography, obscene or offensive activities or materials, materials or activities that promote intolerance, violence or hate, multi-level marketing, ponzi or pyramid schemes, illegal gambling, gaming, lotteries or sweepstakes, financial services, counterfeit materials, terrorist financing, fraud, scams, money laundering; or any other illegal activity or unlawful purpose
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