Terms of Service
These Terms of Service (“Terms of Service”) form part of the agreement (the “Agreement”) for services between Coinflow Labs Limited and its Affiliates (“Coinflow”) and the customer identified on an applicable Order Form (“Customer”). Capitalized terms used in these Terms of Service have the meanings assigned to them in Schedule 1 to these Terms.
1. Services Generally
Coinflow will provide the Services to Customer as specified on an Order Form. In the event of any conflict between these Terms of Service and the Order Form, the Order Form shall control. Coinflow will be responsible for the hosting, maintenance, and support of all Coinflow-hosted software and Coinflow-owned equipment used to perform the Services, including the Coinflow Technology. Services may be provided by Coinflow, its Affiliates or its third party providers; provided, Coinflow will in all cases remain liable for performance of its obligations under this Agreement. Coinflow may, in its sole discretion upon written notice to Customer, modify or discontinue, temporarily or permanently, all or any part of the Services. In the event of a material modification or discontinuation, Customer may terminate the affected Services as its sole and exclusive remedy.
2. Customer Onboarding
Prior to using certain Services and from time to time thereafter, Customer must successfully complete Customer Due Diligence. Customer agrees to provide Coinflow with information and documentation that Coinflow may reasonably request from time to time in connection with Customer Due Diligence. Customer authorizes Coinflow, directly or through a third party, to make inquiries necessary for Customer Due Diligence, including, without limitation, querying information associated with Customer’s linked back account, obtaining business credit reports, and acting as Coinflow reasonably deems necessary based on the results of such inquiries and reports. Customer further authorizes any and all third parties to which such inquiries may be directed to fully respond to such inquiries or requests. Coinflow will have no liability or responsibility for any permanent or temporary inability to access or use any Service as a result of any identity verification or other screening procedures. Customer represents and warrants that all submitted Customer Due Diligence information is accurate, current, true, and complete, and Customer will keep its information accurate, current, and complete. Throughout the Term, Customer may be subject to periodic ongoing monitoring where reasonably requested by Coinflow, including but not limited to periodic review of Customer’s website, recurring Customer Due Diligence, and requests for access to information to confirm compliance with the terms of this Agreement and Payment Rules, which Customer will provide to Coinflow promptly following reasonable written request.
3. Digital Asset Services
3.1 Non-Custodial Digital Asset Wallets
For certain Services, Customer will connect a compatible software application or other mechanism (“Digital Asset Wallet”). The Services provided related to Digital Asset Wallets are non-custodial applications. Coinflow does not, at any time, custody, possess, or control Digital Assets held in Customer’s Digital Asset Wallet. The Customer is the owner of the funds in the Digital Asset Wallet. Any digital assets and funds held in a Digital Asset Wallet are not property of Coinflow and are not intended by Coinflow to be subject to the claims of its creditors. As the owner of the Digital Assets stored by the Digital Asset Wallet, Customer bears all risk of loss regarding such Digital Assets. Coinflow does not represent or treat Customer digital assets as belonging to Coinflow. Coinflow assumes no responsibility or liability in connection with Customer’s use of any Digital Asset Wallet connected to the Platform or with the Services. Customer is solely responsible for the custody of the cryptographic private keys associated with any Digital Asset Wallet used or connected to the Services. Coinflow may use a third party payment processor to process any fiat currency transaction between Customer and Coinflow, including transactions related to Customer’s use of and withdrawals from its Digital Asset Wallet. Coinflow reserves the right to prohibit certain Digital Asset Wallets from connecting to the Platform or from interacting with any part of the Platform or the Services. Coinflow does not make any representations or warranties regarding how the Services or the Platform will interact or operate with any Digital Asset Wallet. Customer waives and holds Coinflow and its Affiliates, licensees, and service providers harmless from any claims resulting from any action taken by us and/or any of the foregoing parties during, or taken as a consequence of, investigations by us, such parties, or law enforcement authorities.
3.2 External Accounts
The Services may permit Customer to generate one or more addresses to which Digital Assets may be transferred from an External Account. Coinflow may directly or through a third party require Customer to verify control over an External Account or satisfy other verification or screening requirements prior to enabling transfers between the applicable External Account and the Services.
3.3 Withdrawals
Customer’s Digital Asset Wallet or External Account must retain a sufficient quantity of Digital Assets or fiat currency necessary to satisfy a withdrawal request and any applicable Fees. The Services may place limits on the amount and timing of withdrawals or other limits based on risk mitigation, fraud prevention, and other security protocols. A withdrawal of Digital Assets is subject to successful confirmation by the applicable network. Coinflow makes no representations, warranties, or guarantees that a withdrawal of Digital Assets will be confirmed by the applicable network nor in what amount of time any such confirmation might occur. Coinflow is unable to reverse any transfers and will not have any responsibility or liability to Customer if Customer sends fiat currency to an External Account that is incorrect, improperly formatted, or erroneous.
4. Financial Services Provider
Certain of the Services are provided by a Financial Services Provider, which shall be determined by Coinflow in its sole discretion. The Financial Services Provider will fulfill any obligation imposed on it by this Agreement pursuant to Coinflow’s contractual agreement with the Financial Services Provider. Coinflow is responsible only for providing data transmission to effect or direct certain payment authorizations for Customer and Purchasers. Customer acknowledges that certain Services may be contingent upon the approval of Customer from the relevant Financial Services Provider and Coinflow’s obligations to perform such Services are subject to such approval, both prior to and for the duration of provision of Services. Customer and Coinflow will comply with all Payment Rules. Customer may be required to acknowledge and accept applicable Payment Rules, including terms and conditions of the Financial Services Provider, prior to use of the Services. Should Customer not wish to agree to any such terms and conditions, it may terminate the affected Services under this Agreement as a sole remedy. With respect to Transaction processing, Coinflow will collect and relay Transaction Instructions to its Financial Services Provider that will execute the transfer of funds consistent with the Transaction Instructions. Coinflow is not a party to any Transaction, and Customer is solely responsible for obtaining authorization from any of its Cardholders to perform Transactions.
5. Third Party Services
The Platform may include links to sites, technology, applications, products, services, materials, or resources provided or made available by third parties (“Third Party Services”). Access and use of any Third Party Services is subject to the terms and policies of such third party. Coinflow is not responsible for the availability, reliability, or accuracy of any Third Party Services.
5.1 PayPal Terms of Use
Some transactions processed on or through the Platform are subject to the terms and conditions set forth by our third-party payment provider, PayPal, Inc. By using the relevant Services, Customer agrees to comply with the PayPal User Agreement. Customer should review the terms carefully, as they govern how payments, refunds and disputes are handled.
5.2 Apple Pay
The Services also supports payments via Apple Pay to Merchants in the U.S., if supported by the Platform. The Apple Pay Web Merchant Terms and Conditions currently located at http://www.developer.apple.com/apple-pay/terms/apple-pay-web/ apply and you agree to be bound by them.
6. Agent of the Payee
Where applicable to the Services, Customer hereby acknowledges and agrees that (i) Coinflow is the agent of the Customer for purposes of accepting payments as part of the Services, (ii) the Customer’s end-users shall be deemed to be the payor for any such payment transaction, (iii) the Customer shall be deemed to be the payee for any such payment transaction, and (iv) the Purchaser’s obligation to pay Customer in connection with any such payment transaction is satisfied upon receipt by Coinflow of payment from the end-user, including in the event Coinflow fails to remit funds to Customer. Customer agrees to reasonably cooperate with Coinflow to ensure Coinflow acts as Customer’s “agent of the payee” including, without limitation and where required by applicable law, by holding Coinflow out to the public as accepting payments for goods and services on Customer’s behalf.
7. Chargebacks
Other than in accordance with Chargeback Protection as further described below, Customer is solely responsible for Card Transactions and any other transactions submitted, facilitated, or carried out by Customer or any Purchaser, including digital asset transactions and any Chargebacks, fraudulent activity, fees, claims, fines, penalties, and other liabilities incurred by Coinflow, the applicable Financial Services Providers, or other customers, or any breach of this Agreement, except where solely attributable to Coinflow.
7.1 Chargeback Protection
Customer may elect to purchase Chargeback Protection services for the Fees listed on the Order Form. For any completed Card Transaction under Chargeback Protection, Customer will be released from all liabilities including any associated Chargeback fees or fines imposed on Coinflow, except to the extent attributable to the actions or inactions of Customer or its Authorized Users. Customer’s failure to timely deliver the relevant products or services (e.g. reason codes associated with unfulfilled or counterfeit merchandise) may result in the forfeiture of Chargeback Protection for that transaction.
7.2 Ability to Opt-Out
Customer may opt out of Chargeback Protection at any time upon prior notice to Coinflow, unless Customer has been notified that Chargeback Protection is required to comply with Coinflow’s risk policies. Coinflow may rely without further verification on any verbal or written opt-out instruction or request that Coinflow reasonably believes is from an authorized representative of Customer.
7.3 Excessive Chargebacks
Customer will work in good faith to address any Chargeback issues. If Coinflow reasonably believes Customer might incur or is incurring excessive Chargebacks, Coinflow may establish additional conditions governing access to the Services including: (a) establishing new processing fees; (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees; or (c) terminating or suspending the Services.
8. Customer Obligations
Customer (a) will maintain sufficiently experienced personnel, facilities and systems to perform its obligations hereunder in a professional manner consistent with Applicable Law and will take reasonable steps to ensure Purchasers’ actions or inactions on or through the Services do not violate Applicable Law, (b) conducts or intends to conduct a bona fide business operation, (c) is solely liable for the fulfillment of Customer’s obligations to Purchasers, and Coinflow has no liability to any Purchaser for any of the Coinflow Services or the services Customer provides to Purchasers, including any goods or services that may be sold by or through the Customer, (d) only makes the Services available to Purchasers who satisfy “know your customer” verification and any other risk or compliance process that Coinflow may implement from time to time, and be solely responsible for providing Coinflow with accurate and complete Purchaser information as required or requested by Coinflow, (e) will provide Purchasers with clear and understandable disclosures regarding their use of the Services and send all necessary notifications to Purchasers arising from or in connection with their access or use of the Services, and (f) immediately notify Coinflow at support@coinflow.cash if Customer detects illegal, fraudulent, deceptive, or otherwise suspicious activity associated with a Purchaser. Customer is solely responsible for providing customer support for Purchasers, and for resolving all Purchaser disputes related to the Services. For clarity, such disputes do not include technical issues with the Coinflow Platform or Coinflow Technology that are unrelated to a specific Transaction or Service. Customer agrees to provide Coinflow with reasonably requested information regarding the status, resolution, and other information related to any such disputes.
9. Coinflow API and Platform
Customer may not distribute, grant rights of access, or otherwise make the Coinflow API available to any third party, except as permitted by this Agreement or with the prior written permission of Coinflow. Customer and its Affiliates agree not to, directly or indirectly, use the Coinflow API for activities including: (a) for purposes of monitoring the availability, performance, or functionality of any of Coinflow’s products and services or for any other benchmarking or competitive purposes; (b) posting or hosting of any objectionable materials as determined in Coinflow’s reasonable discretion; (c) replicate, frame, or mirror the Coinflow website, Coinflow Services, Coinflow Technology, or other products or services of Coinflow and/or any of its Affiliates. Coinflow reserves the exclusive right to deny access to the Coinflow API to any third party who Coinflow reasonably determines to be engaged in business activities generally competitive with Coinflow or who is otherwise providing a service that is objectionable. Coinflow may, in its sole discretion, make any changes to any Platform, including adding, updating or deprecating features, that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Coinflow’s products or services to its customers, (b) the competitive strength of, or market for, Coinflow’s products or services, (c) such Platform’s cost efficiency or performance; (ii) deprecate or add features to the Platform; or (iii) to comply with Applicable Law. Except as otherwise permitted in this Agreement, Customer shall not: (a) modify, translate, or create derivative works based on the Services; (b) frame or mirror any content contained or accessible from the Services, unless expressly authorized in writing by Coinflow; (c) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; or (d) access or modify the Services in order to (x) build a competitive product or service, or (y) copy any ideas, features, functions or graphics of the Services. Furthermore, unless otherwise authorized in writing by Coinflow, Customer agrees to access the Services only through Coinflow API or Coinflow’s online platform or application that is provided by Coinflow for use in accessing the Services. Customer will not (and not permit a third party to) circumvent, attempt to circumvent, reverse engineer, duplicate, mimic, use or copy any technology of a proprietary nature, in whole or in part to which it is granted access in the provision of any of the Services. For the avoidance of doubt, products or services provided by third parties and that are not provided directly by Coinflow under this Agreement, including any third party products, applications, websites, implementations or services that the Services link to, or that interoperate with or are used in conjunction with the Services, are not subject to any of the warranties, service commitments, or other obligations expressly agreed to by Coinflow in this Agreement.
10. Trial Services
From time to time Coinflow may invite Customer to try Coinflow features, functions, products, or services that are in beta testing and/or not generally available to Coinflow’s customers (“Trial Services”). Customer may accept or decline any such invitation in its sole discretion. Any Trial Services will be designated as alpha, beta, trial, pilot, limited release, developer preview, non-production or by a description of similar import. Trial Services are provided for evaluation purposes, may contain bugs or errors, and may be subject to additional terms. Trial Services are not considered “Services” hereunder and are provided solely and exclusively “AS IS” with no express or implied warranty of any kind. CUSTOMER ASSUMES AND UNCONDITIONALLY RELEASES COINFLOW FROM ALL RISKS ASSOCIATED WITH THE USE OF ANY TRIAL SERVICES. Coinflow may discontinue the Trial Services at any time in its sole discretion.
11. Fees
11.1. Customer will pay Coinflow the Fees as set forth in each Order Form. Coinflow will deliver electronic invoices for any Fees. Unless Customer has notified Coinflow in writing within thirty (30) days of receipt of the invoice of a dispute regarding the applicable Fees, invoices issued by Coinflow shall be final, conclusive and binding on Customer. Customer agrees and permits Coinflow to charge Customer’s provided payment method (such as ACH, crypto, wire) for all Fees on the applicable payment date. In accordance with Applicable Law, Coinflow may update information regarding Customer’s selected payment method if provided such information by Customer’s financial institution. All payments of Service Fees and other amounts must be paid by Customer to Coinflow in U.S. dollars or stablecoin equivalents. Unpaid invoices are subject to a late charge of 1% per month or the maximum permitted by law, whichever is lower. Customer agrees to pay any collection costs incurred by Coinflow to collect any past due compensation or other amounts owing under this Agreement. Except where subject to a good faith dispute in accordance with Section 10.2 below, Coinflow may suspend Services until all Fees are paid in full. Customer is responsible for all taxes associated with Services other than taxes based on Coinflow’s net income. Without limiting the foregoing, in the event Customer is required to deduct or withhold any taxes from the amounts payable to Coinflow hereunder, Customer will pay an additional amount, so that Coinflow receives the amounts due to it hereunder in full, as if there were no withholding or deduction. Coinflow may set off any amounts Customer owes to Coinflow against other funds that Coinflow holds or processes on Customer’s behalf, including against amounts held in Customer’s Digital Asset Wallet.
11.2. Customer may dispute all or part of an invoice by providing a written statement, including via email, to Coinflow at least fifteen (15) days prior to the invoice due date. The written statement must describe (i) the specific amounts in dispute, (ii) the basis of the dispute, and (iii) include documentation to support Customer’s assertions. If Customer disputes an invoice, Customer may, in good faith, withhold payment of the disputed amounts provided that Customer pays all undisputed portions of the invoice. A charge will be deemed undisputed if Customer does not deliver the written statement at least fifteen (15) days prior to the invoice due date. If Coinflow agrees with Customer’s assertions and adjusts its invoice, then Customer must pay the remaining amounts due (if any) within fifteen (15) days of such resolution.
11.3 Bank Account Debit Authorizations
Customer agrees to the applicable Bank Account Debit Authorization attached hereto as Schedule 2.
12. Reserve; Security Interest
12.1 Reserve
Coinflow may establish a reserve account to secure the performance of Customer’s obligations under this Agreement (a “Reserve”). The Reserve may be raised, reduced or removed at any time by Coinflow based on Customer’s payment history, a credit review, the amount of any arbitration award or court judgement against Customer in Coinflow’s favor, a disproportionate amount of disputed charges or refunds, Coinflow’s reasonable belief that Customer will not be able to perform under the Agreement, any business category is deemed high risk, or otherwise as Coinflow may determine or require. Coinflow reserves the right to apply funds in the Reserve toward, and set off any funds that would otherwise be payable by Coinflow to Customer against, the satisfaction of any amounts due from Customer to Coinflow pursuant to the Agreement and any other agreement Customer enters into with Coinflow, or for any other reason or purpose. The parties’ rights and obligations under this Section 11 shall survive termination of this Agreement.
12.2 Security Interest and Perfection
The Agreement constitutes a security agreement under the Uniform Commercial Code. Effective upon the establishment of a Reserve, Customer irrevocably grants to Coinflow a security interest in (i) all Reserve amounts, together with the proceeds thereof, regardless of the source of such funds, (ii) all funds underlying present and future Transactions, and (iii) any amount which may be due to Customer under the Agreement, including, without limitation, all rights to receive any payments or credits under the Agreement (collectively, the “Secured Assets”). Customer agrees to provide other security to Coinflow, upon request, to secure Customer’s obligations under the Agreement. These security interests and liens will secure all of Customer’s obligations under the Agreement and any other agreements now existing or later entered into between Customer and Coinflow, including Customer’s obligation to pay any amounts due and owing to Coinflow. Coinflow may execute this security interest without notice or demand of any kind, by making an immediate withdrawal or by restricting Customer’s access to the Secured Assets. Upon Coinflow’s request, Customer will execute one or more control agreements or other documents to evidence or perfect this security interest. Customer represents and warrants that no other person or entity has a security interest in the Secured Assets. With respect to such security interests and liens, Coinflow will have all rights afforded under the Uniform Commercial Code, any other applicable law and in equity. Customer will obtain Coinflow’s written consent prior to granting a security interest of any kind in the Secured Assets to a third party. Customer agrees that this is a contract of recoupment, and Coinflow is not required to file a motion for relief from a bankruptcy action automatic stay to realize any of the Secured Assets. Nevertheless, Customer agrees not to contest or object to any motion for relief from the automatic stay filed by Coinflow. Customer irrevocably authorizes Coinflow at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements and amendments thereto in order to perfect Coinflow’s security interest in the Secured Assets and maintain the perfection thereof. In addition, Customer irrevocably authorizes and appoints Coinflow as Customer’s attorney-in-fact to sign Customer’s name to any control agreement used for the perfection of any security interest or lien granted hereunder.
12.3 Customer Affiliates as Additional Parties
Any Customer Affiliate may procure the Services hereunder if such Customer Affiliate executes an Order Form that specifically provides it is governed by this Agreement, in which case (i) with respect to such Order Form, all references to Customer in this Agreement will be deemed to be to such Customer Affiliate, (ii) such Customer Affiliate will be solely responsible for its own obligations, including without limitation all Fees and payment obligations incurred in connection with such Order Form and (iii) each such Order Form together with this Agreement will constitute a distinct contract enforceable according to its terms between the parties that executed the Order Form. For the avoidance of doubt, each Customer Affiliate that so executes an Order Form will be subject to all applicable terms, conditions, and obligations of this Agreement including successful Customer Due Diligence.
13. Intellectual Property Rights
13.1 License
Each party hereby grants to the other party a royalty-free, non-exclusive, non-transferable and revocable license to use during the term of the Agreement its IP Rights, solely to the extent necessary to enable that party to provide (on the part of Coinflow) or receive (on the part of Customer) the Services, perform its obligations under the Agreement or as otherwise provided for in this Agreement. Each party shall at all times retain exclusive right and title to its IP Rights. Customer hereby unconditionally and irrevocably assigns, transfers, and conveys to Coinflow all of Customer’s right, title, and interest in and to Coinflow Technology. Coinflow may use all of Customer’s comments and suggestions for the improvement of any Coinflow Technology without accounting or reservation.
13.2 Use
Coinflow may refer to Customer as being a client of Coinflow in customer reference lists, sales presentations and on Coinflow’s website but shall not otherwise refer to Customer without the prior written consent of Customer (such consent not to be unreasonably withheld or delayed). Each party will obtain the written consent of the other party (such consent not to be unreasonably withheld or delayed) prior to using or referring to any trademarks, logos, copyrighted materials, business names or other similar IP Rights of the other in any promotional materials or literature, agreements or on any website.
14. Data and Security
14.1 Security
Each party is responsible for: (a) the security of all data in its possession or control; (b) maintaining appropriate organizational and technical measures to safeguard all data; (c) complying with Applicable Law in connection with its data handling and management practices; and (d) maintaining commercially reasonable data security controls to protect and secure data from unauthorized use, access, or disclosure. Coinflow reserves the right to temporarily suspend access to the Services to minimize threats to the security and to protect operational stability and security of the Services. Coinflow does not guarantee the security of the Services and will not be responsible for any infiltration of its security systems so long as Coinflow has used commercially reasonable efforts to prevent such infiltration.
14.2 Authorized Users
Customer agrees on behalf of itself and its Affiliates to not allow any third party other than Customer’s employees and authorized agents (“Authorized Users”) to access or use the Coinflow Services. Further, each Authorized User shall be required by Customer to comply with all applicable terms and conditions of this Agreement and Customer and its Affiliates shall be jointly and severally liable for any and all acts or omissions by any Authorized User in connection with their use of the Coinflow Services. Customer agrees that it will require each Authorized User to use commercially reasonable means to secure usernames, passwords, hardware and software used to access the Coinflow Services in accordance with customary security protocols and will promptly notify Coinflow if Customer or its Affiliates or any Authorized User knows or suspects that such access credentials or any part thereof has been lost or compromised. Customer is fully responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys, or other codes that it uses to access the Services. Any loss or compromise of any of the foregoing can result in unauthorized access to Customer’s Coinflow accounts by third parties and the loss or theft of any Digital Assets, fiat currency, or other funds. Coinflow assumes no responsibility for any loss that Customer may sustain due to a compromise of access credentials due to no fault of Coinflow or Customer’s failure to follow up or act on any notices or alerts that Coinflow provides or sends to Customer.
14.3 Customer Data
Customer Data is the property of Customer. Coinflow will not use, retain or disclose Customer Data for any purpose other than in connection with its performance under or as permitted by this Agreement. Customer hereby grants to Coinflow and its subcontractors or agents, an irrevocable, assignable, sublicensable, worldwide license to use Customer’s information, including Customer Data, in furtherance of this Agreement, and for non-identifiable, aggregate reporting for all Coinflow clients, and Customer agrees that any aggregate non-identifiable information or data compiled or collected by Coinflow shall be Derivative Data under this Agreement. Customer acknowledges and agrees that Coinflow may aggregate, de-identify, or anonymize Customer Data so it no longer meets the Customer Data definition as set forth herein, and may use such data and any Derivative Data for any lawful purpose. Coinflow will not attempt to re-identify any previously aggregated, de-identified, or anonymized data.
14.4 PCI DSS
Coinflow adheres to Payment Card Industry Data Security Standards (PCI DSS). Customer agrees to adhere to such requirements with respect to any handling of Cardholder data and will provide an attestation of compliance (AOC) upon Coinflow’s reasonable request. Customer shall be solely responsible for all liability related to the handling of Cardholder data by Customer or Purchasers.
15. Confidential Information
15.1 Confidential Information
For purposes of this Agreement, “Confidential Information” means information provided to a party or its Affiliates (the “Receiving Party”), directly or indirectly by the other party (the “Disclosing Party”) in connection with this Agreement, whether disclosed prior to or after the signature date of any Order Form for the purpose of communications, discussions, evaluations or negotiations between the parties in connection with this Agreement, including but not limited to the terms of this Agreement, pricing, product plans, roadmaps, financial results, business systems, methods, processes, financing data, proprietary technical information, source codes, business relationships, methods of transacting business, and operational and data processing capabilities, so long as (a) the Disclosing Party identifies it as confidential or proprietary or (b) it reasonably appears to be confidential or proprietary because of legends or other markings, the circumstances of disclosure or the nature of the information itself.
15.2 Mutual Obligation
The Receiving Party shall hold the Confidential Information of the Disclosing Party in confidence and shall not disclose such Confidential Information to third parties nor use the Disclosing Party’s Confidential Information for any purpose without the prior written consent of the Disclosing Party, other than as reasonably necessary to perform its obligations or exercise its rights under this Agreement, including, in the case of Coinflow, disclosure of information to its Financial Services Provider for purposes of providing the Services under this Agreement. Each party will use commercially reasonable efforts to cause its agents and subcontractors to maintain the confidentiality of any Confidential Information disclosed to it by the other party hereunder. The Receiving Party may use or disclose Confidential Information (a) to report, transmit, investigate and prevent incidences of fraud, misrepresentation or crime; (b) as required by any regulatory authority having jurisdiction over it, including in connection with any regulatory approval; (c) to legal counsel of such party; (d) in confidence, to accountants, banks and financing sources and their respective advisors; (e) if necessary in connection with the enforcement of this Agreement or rights under this Agreement; or (f) to otherwise comply with Applicable Law. All Confidential Information remains the sole property of the Disclosing Party. Subject to Applicable Law, upon termination of this Agreement, the Receiving Party will, upon request of the Disclosing Party, delete all Confidential Information furnished hereunder by the Disclosing Party and provide written certification of the destruction of such Confidential Information.
15.3 Exclusions
Notwithstanding the foregoing, Confidential Information shall not include information which is lawfully in the public domain; lawfully obtained on a non-confidential basis from a third party not owing an obligation of confidentiality to the Disclosing Party; lawfully in the Receiving Party’s possession prior to the disclosure of such information by the other party; or independently developed by a party without the use or benefit of, or reference to, any confidential or proprietary information of the other party.
15.4 Governmental Requests
Notwithstanding the foregoing, a party and/or its applicable Affiliates may disclose Confidential Information as required by Applicable Law; provided that the Receiving Party (a) notifies the Disclosing Party in writing to the extent permitted by Applicable Law and as soon as practicable; (b) limits disclosure to information required to be disclosed; (c) takes reasonable measures to protect the confidentiality of the Confidential Information to be disclosed; and (d) cooperates with the Disclosing Party’s efforts (at the Disclosing Party’s expense) to limit disclosure and protect the confidentiality of such Confidential Information.
15.5 Remedies
Due to the unique nature of the Confidential Information, the Receiving Party agrees that the Disclosing Party may suffer irreparable harm if the Receiving Party fails to comply with any of its obligations under this Section and that monetary damages may be inadequate to compensate the Disclosing Party for the Receiving Party’s breach. Accordingly, the Disclosing Party, in addition to any other remedies available to it at law or in equity, will be entitled to seek temporary, preliminary and permanent injunctive relief to enforce the terms of this Section.
16. Representations and Warranties
16.1 Mutual Representations
Each party represents and warrants that: (a) it is duly organized and validly existing under the laws of the jurisdiction in which it is organized; (b) it has full power and authority, and has obtained all approvals, permissions, and consents necessary, to enter into this Agreement and to perform its obligations hereunder and will perform its obligations in accordance with Applicable Law, Payment Rules and PCI DSS (including, in the case of Customer, all submitted Transactions); (c) this Agreement is legally binding upon it; (d) the execution, delivery, and performance of this Agreement does not and will not conflict with any other agreement to which it is a party and (e) it is not located in, organized under the laws of, or a resident in any country or territory subject to territorial sanctions, nor under the control of any person or entity located or a resident in any country or territory subject to territorial sanctions.
16.2 Coinflow Representations
Coinflow represents and warrants that: (a) it will perform the Coinflow Services in a professional and workmanlike manner and in accordance with Applicable Law, Payment Rules and PCI DSS and (b) the Services will materially conform to the description set forth in this Agreement under normal use and circumstances when used consistently and in compliance with the terms of this Agreement. As Customer’s sole and exclusive remedy for any breach of the warranty set forth in this Section, Coinflow will use commercially reasonable efforts to modify the Services to correct the material non-conformity. If Coinflow is unable to correct the material non-conformity in a reasonable period, Customer may terminate the Agreement and receive a pro rata refund for the period of non-conformity.
16.3 Customer Representations
Customer represents and warrants that: (a) it has all rights necessary to provide the Customer Data to Coinflow; (b) it will use commercially reasonable efforts and industry standard methods to ensure that the Customer Data, as delivered to Coinflow through the Coinflow Services, is accurate and error-free; (c) the Customer Data will not include any viruses, other computer instructions, or technological means intended to disrupt, damage, or interfere with Coinflow’s computers or related systems; (d) it will not use any data or information provided by Coinflow to determine or have any bearing on a consumer’s credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living to establish a consumer’s eligibility for credit or a consumer’s eligibility for employment purposes or otherwise in connection with a “credit report” as defined under the FCRA; (e) it will not use the service for any fraudulent undertaking and any Transaction submitted will represent a bona fide sale by Customer and accurately describe the goods and/or services sold and delivered to a Purchaser, (f) it will fulfill all of its obligations to each Purchaser for which a Transaction is submitted and will resolve any consumer complaint or dispute directly with the Purchaser and (g) it will not use the Services for any Prohibited Use .
17. Term and Termination
17.1 Term
The term of this Agreement will commence on the date of signature on any Order Form and continue for a period of one (1) year (the “Initial Term”), unless earlier terminated as set forth herein. This Agreement will automatically be extended for consecutive one (1) year periods unless either party gives written notice of termination to the other party at least sixty (60) days before such extension (each, a “Renewal Term”). The Initial Term and all Renewal Terms shall be the “Term.” In no event will the term of an Order Form end later than the last date of the Term of this Agreement.
17.2 Mutual Termination
Each party may terminate this Agreement upon written notice to the other party if: (a) the other party ceases to do business in the ordinary course, is insolvent (i.e., unable to pay its debts in the ordinary course as they come due), or is the subject of any liquidation or insolvency proceeding which is not dismissed within thirty (30) days, or makes any assignment for the benefit of creditors or (b) the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof.
17.3 Suspension of Services
Coinflow may suspend the Services or terminate this Agreement upon written notice to Customer if Coinflow reasonably determines that Customer or any of its Affiliates poses a security, credit, legal, or any other material risk to Coinflow, including a good faith belief that provision or receipt of Services under this Agreement will violate any Applicable Law or Customer Due Diligence is not approved.
17.4 Termination by Customer
Customer may terminate this Agreement at any time for convenience upon no fewer than thirty (30) days’ prior written notice to Coinflow and payment by Customer of an early termination fee equal to the total amount of any minimum fees or minimum charges set forth in the applicable Order Form(s) that would have been payable from the effective date of termination through the end of the then-current Term. The early termination fee shall become immediately due and payable upon the effective date of termination. The parties agree that the early termination fee represents a reasonable estimate of Coinflow’s anticipated damages resulting from early termination, and is not a penalty.
17.5 Effect of Termination; Survival
Upon expiration or termination of this Agreement, Customer’s right to access and use the Services will immediately terminate. No expiration or termination will affect Customer’s obligation to pay all Fees or any other financial obligation owed by Customer and/or any of its Affiliates to Coinflow that may have become due or otherwise accrued through the effective date of expiration or termination or otherwise entitle Customer to any partial or full refund. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement (including but not limited to this Section and sections related to Customer obligations, Fees, representations and warranties, indemnification and limitation of liability) will survive the termination or expiration of this Agreement.
18. Indemnification
18.1 Indemnification by Coinflow
Coinflow agrees to defend, indemnify, and hold harmless Customer and its Affiliates, directors, members, officers, employees, and agents, from and against any and all Losses for third party claims alleging that the Service infringes a copyright, trademark, or U.S. patent, or misappropriates a trade secret. Notwithstanding the foregoing, Coinflow will have no obligation with respect to any infringement claim based upon: (a) any use of the Service that is not in accordance with this Agreement; (b) any use of the Service in combination with other products or services not provided by Coinflow if such infringement would not have arisen but for such combination; or (c) any modification of the Service if such infringement would not have arisen but for such modification. In such case, Coinflow may, at its option and expense, either: (i) procure for Customer the right to continue using the Service; (ii) replace or modify the Service so that it becomes non-infringing and remains functionally equivalent or (iii) if, despite its commercially reasonable efforts, Coinflow is unable to do either (i) or (ii), then Coinflow will terminate the rights herein and pay to Customer a refund of any prepaid unused Fees for the Service purchased hereunder. This Section states Coinflow’s entire liability, and Customer’s sole and exclusive remedy, for infringement claims and actions.
18.2 Indemnification by Customer
Customer agrees to defend, indemnify, and hold harmless Coinflow and its Affiliates, directors, members, officers, employees, licensors, subcontractors, and agents, from and against any and all Losses for third party claims arising out of or related to: (a) Customer’s failure to use Services as permitted under this Agreement; (b) any violation or breach of this Agreement by Customer; (c) any dispute between Customer and another party regarding ownership of or access to Customer Data, (d) any action related to Customer’s use of the Services in violation of the rights of third parties or any Applicable Law or Payment Rule, (e) a claim or dispute raised by a Purchaser directly against Coinflow and (f) any third party’s access or use of the Services with or without Customer’s assistance, using any device, account, profile, Digital Asset Wallet or other mechanism that Customer owns or controls.
19. Limitation Of Liability
19.1 Excluded Damages
NEITHER PARTY, NOR ITS AFFILIATES, SUPPLIERS, LICENSORS AND DISTRIBUTORS, WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE COINFLOW SERVICES, COINFLOW TECHNOLOGY, OR OTHER COINFLOW PRODUCTS OR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
19.2 Total Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDING (a) CUSTOMER’S PAYMENT OBLIGATIONS AND LIABILITY FOR CHARGEBACKS, (b) EITHER PARTY’S INDEMNITY OBLIGATIONS UNDER SECTION 17 AND (c) EITHER PARTY’S LIABILITY ARISING FROM SUCH PARTY’S FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY AND/OR ITS AFFILIATES OR TO ANY OTHER ENTITY FOR ANY AMOUNTS THAT IN THE AGGREGATE EXCEED THE FEES PAID OR DUE BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR TO THE EXTENT THAT TWELVE (12) MONTHS HAVE NOT ACCRUED UNDER THIS AGREEMENT, THE AVERAGE MONTHLY FEES PAID BY CUSTOMER UNDER THIS AGREEMENT, TIMES TWELVE (12). THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
20. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the choice of law principles of any jurisdiction that would dictate the application of any other law. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts in Delaware, over any claim or matter arising under or in connection with this Agreement for purposes of any injunctive relief or for any rights not subject to arbitration under this Agreement or that are not arbitrable as a matter of Delaware law.
21. Arbitration
21.1. The parties agree that any disputes, except for those for the collection of any fees owed under this Agreement, among them arising from or related to this Agreement, or the breach thereof, the parties shall first participate in at least one (1) live or teleconferenced mediation session (i.e., using Zoom or a similar videoconferencing software that allows the parties to communicate in real time) with a Judicial and Mediation Services, Inc. (“JAMS”) neutral. The parties agree to participate in mediation in good faith and share equally in the cost of such mediation. Should the dispute not be settled within seven (7) days following the mediation session, either party, if it intends to prosecute the dispute further, shall then commence a binding arbitration administered in New York, New York by JAMS under its Expedited Arbitration Rules and Procedures in effect at the time the arbitration is commenced, except as modified herein. A single arbitrator shall preside, and proceedings shall be conducted remotely to the maximum extent possible. The language of the arbitration shall be English. Each party shall initially pay its own expenses in such arbitration, including its attorneys’ fees, subject to reapportionment or an award of attorneys’ fees by the arbitrator in a final award. The prevailing party as determined by the arbitrator shall be awarded its reasonable attorneys’ fees and other costs incurred in the dispute in addition to any other relief to which it may be entitled. Any interim or provisional relief that would be available from a court of law shall be available in accordance with the rules of JAMS; however, nothing in this Agreement shall preclude the parties from obtaining preliminary injunctive relief in a court of competent jurisdiction located in New York, New York if necessary to prevent irreparable harm pending the conclusion of any arbitration. The final arbitration award may be confirmed in any state or federal court having jurisdiction over the parties, but the parties agree that the courts located in New York, New York, shall have jurisdiction over the parties and the subject matter of this Agreement for any dispute arising hereunder, and the parties further agree to waive any claim of improper venue or forum non conveniens. Except as may be required by law, neither a party nor an arbitrator may disclose the existence or content of any arbitration hereunder without the prior written consent of both parties, except that either party may disclose any final arbitration award unless both parties agree in writing to keep it confidential.
21.2 Waiver of Class Action and Collective Arbitration
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, NEITHER PARTY WILL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES WITH OR INVOLVING OTHER INDIVIDUALS OR ENTITIES, OR PARTICIPATE IN ANY COLLECTIVE ARBITRATION (DEFINED AS TWO OR MORE SIMILAR CLAIMS FOR ARBITRATION FILED CONCURRENTLY BY OR ON BEHALF OF ONE OR MORE PERSONS) OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT, ALL SUCH RIGHTS ARE EXPRESSLY AND UNCONDITIONALLY WAIVED. If a court, after exhaustion of all appeals, declares any of this Section unenforceable, then all other aspects of the case must be arbitrated first. After completing arbitration, the remaining non-arbitrable aspects of the case will then be decided by a court.
22. Warranty Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COINFLOW SERVICES, COINFLOW TECHNOLOGY AND ANY OTHER COINFLOW PRODUCTS OR SERVICES ARE PROVIDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COINFLOW, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE OF THE COINFLOW SERVICES AND THE APPLICATIONS, SERVICES, AND LINKS PROVIDED THEREBY. COINFLOW DOES NOT WARRANT THAT THE INFORMATION OR SERVICES OFFERED BY THE COINFLOW SERVICES, LINKED WEBSITES, OR AS OTHERWISE ACCESSIBLE ON OR TRANSMITTED FROM THE COINFLOW SERVICES WILL BE UNINTERRUPTIBLE OR ERROR-FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE FROM THE COINFLOW SERVICES OR ANY OTHER WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CUSTOMER, AS A USER OF THE COINFLOW SERVICES, ASSUMES RESPONSIBILITY FOR PURCHASER (AND ITS AUTHORIZED USER) ACCESS AND USE OF THE COINFLOW SERVICES AND UNDERSTANDS THAT THESE DISCLAIMERS AND LIMITATION OF LIABILITY ARE A MATERIAL PART OF THIS AGREEMENT.
23. Export Regulation
The Coinflow Technology or other software provided by Coinflow may be subject to U.S. export control laws, including the Export Control Reform Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release any software provided by Coinflow to, or make such software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all Applicable Laws and complete all required undertakings in connection therewith.
24. Government Users
In the event that Customer is a U.S. government user, any software licensed in connection with the Services is provided with restricted rights: (a) If the Customer is a civilian agency, the software: (i) was developed at private expense and is existing computer software and no part was developed with government funds; (ii) is a trade secret of Coinflow for all purposes of the Freedom of Information Act; (iii) is a commercial item and thus, pursuant to Section 12.212 of the Federal Acquisition Regulations, the government’s (and any government agency’s) use, duplication or disclosure of the software is subject to the restrictions set forth in this Agreement; (iv) is in all respects proprietary data of Coinflow and all rights are reserved under the copyright laws of the United States; (b) If the Customer is part of the Department of Defense, Coinflow Technology is commercial computer software (and commercial computer software documentation), and pursuant to DFAR § 227.7202, use, duplication or disclosure of the software is subject to the restrictions set forth in this Agreement. In the event any technical data are not covered by these provisions, they shall be deemed “technical data-commercial items” pursuant to DFAR § 252.227-7015(a). Any use, modification, reproduction, release, performing, displaying, or disclosing of such technical data shall be governed by the terms of DFAR § 252.227-7015(b).
25. Notices
Any notice required or permitted under this Agreement shall be effective only if it is in writing and (a) personally delivered, (b) sent by a nationally recognized overnight delivery service, with delivery confirmed or (c) by email, if confirmed with a receipt or other tangible evidence of receipt or delivery, in each case addressed (i) if to Coinflow, to 363 W. Erie St., Suite 700, Chicago, Illinois 60654, Attention: Legal Department, legal@coinflowlabs.app or (ii) if to Customer, as set forth in the Order Form. Such notices shall be deemed to have been duly given on the business day of receipt, except that notices delivered after 5:00 p.m. shall be deemed to have been duly given on the next business day. A party may alter the address to which notices are to be sent by giving notice of such change in conformity with the provisions of this Section.
26. Relationship of Parties
The parties are independent contractors. Each party is not, and will not be deemed, an employee, agent, partner, joint venture, franchisee, or legal representative of the other for any purpose, and will not have any right, power, or authority to create any obligation or responsibility on behalf of the other.
27. No Third Party Beneficiaries
This Agreement confers no rights or remedies on any third party other than, if applicable, Financial Services Providers.
28. Severability
If any provision of this Agreement will be held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect.
29. Assignment
These Terms of Service are not assignable by Customer without Coinflow’s prior written consent. Coinflow reserves the right to freely assign its rights without restriction, including without limitation to any of its Affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. These Terms will bind and inure to the benefit of the parties and their successors and permitted assigns.
30. Force Majeure
Except with respect to obligations to make payments hereunder, neither party will be deemed in default hereunder for any cessation, interruption, or delay in the performance of its obligations hereunder due to causes beyond its reasonable control including, but not limited to: earthquake, flood, fire, storm, pandemic, epidemic, or other natural disaster, labor controversy or threat thereof, civil disturbance or commotion, disruption of the public markets, war or armed conflict, or the inability to obtain sufficient material, supplies, labor, transportation, power, or other essential commodity or service required in the conduct of its business, including internet access, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment, or decree.
31. Entire Agreement; Waiver
This Agreement, including all attachments hereto, constitutes the entire agreement between the parties relating to the subject matter hereof. A party’s waiver of a breach of any term in this Agreement will not be deemed a waiver of any subsequent breach of the same or another term.
32. Modification
Coinflow may, from time to time, modify these Terms of Service. Customer’s continued use of the Services after the posting of these updated Terms of Service constitutes Customer’s binding acceptance of such changes. In the event that a change to these Terms of Service materially modifies Customer’s rights or obligations, Coinflow will make an effort to notify Customer of the change by sending Customer an email to the address Coinflow has on file or through other notification methods such as through the Platform upon log in. Immaterial modifications are effective upon publication, and material changes will be effective upon the earlier of (a) continued use of the Services with actual knowledge of the modification, or (b) thirty (30) days following the change. Customer can determine when these Terms of Service were last revised by referring to the “Last Updated” legend at the top of the then-current version of these Terms of Service. Except as otherwise provided in this Section 31 (Modification), no other modification or waiver of any term of the Agreement will be valid unless it is in writing and signed by an authorized representative of each party.
33. By accepting this Agreement or using any Service, Customer consents to electronic communications as described in the Electronic Communications Policy attached hereto as Schedule 4 and incorporated into this Agreement by this reference.
Definitions
“Affiliate” means, with respect to any party, an entity majority owned by, under management control of, or under common control with the relevant party, including, with respect to Coinflow, Coinflow Sp.z.o.o., a Polish corporation, CF Labs Ltd., a Malta limited liability company and CF Labs Canada, Inc., a Canada corporation.
“Applicable Law” means any law, statute, regulation, order or other rule of law of any federal, state, provincial, local or foreign government, or any court of competent jurisdiction applicable to any party, including the operating rules, policies, procedures and compliance standards of any branded payment processing network (e.g. Visa) or acquiring bank.
“Cardholder” means any Purchaser presenting payment information as authorized or approved by Customer for the payment of Customer’s products or services or such other payment processing services outlined in this Agreement or permitted by the Services.
“Chargeback” means a disputed Transaction for which the card issuer seeks reimbursement for the Cardholder in circumstances as stipulated by the Payment Rules.
“Chargeback Protection” means the fraud prevention and Chargeback protection service whereby Card Transactions submitted through the Services are evaluated for fraud risk. Chargeback Protection is a third party service not developed, managed or provided directly by Coinflow; as such, Coinflow makes no representations or warranties regarding the effectiveness, accuracy or continued availability of the Chargeback Protection and reserves the right to modify, suspend, or terminate access at any time.
“Coinflow API” means any secure means of data exchange including application programming interface (API) access, file transfer protocol access, or other secure method approved by Coinflow in writing.
“Coinflow Checkout Solution” means the payment solution that enables Purchasers to make a one-time direct purchase of products or services from third party merchant websites, as well as purchase credits that are only redeemable in the applicable merchant’s online platform or application.
“Coinflow Offramp Solution” means the payment solution that allows Customers to withdraw digital assets and fiat currency from a Coinflow account to the Customer’s designated bank account or blockchain wallet address.
“Coinflow Technology” means the proprietary technology of Coinflow, including hardware designs, algorithms, software, software tools, user interface designs, architecture, class libraries, objects, documentation, know-how, trade secrets, and any related IP Rights, the Coinflow API, the Platform, Coinflow software development kits (SDKs), Coinflow HTML code that allows content to be displayed on Customer’s platform (iframes), the Coinflow Checkout Solution, and the Coinflow Offramp Solution, and also including any derivatives, improvements, enhancements or extensions of any of the foregoing conceived, reduced to practice, or developed by or on behalf of Coinflow, whether during the Term of this Agreement or otherwise.
“Customer Data” means any non-publicly available data and information that Customer (or any user) loads, transmits to, or enters into the Services, but specifically excludes any Derivative Data.
“Customer Due Diligence” means the process by which Coinflow is required, whether by Applicable Law or internal policies, to obtain, verify and record identifying information about Customer prior to providing the Services. This may include Customer’s tax identification number, information regarding ownership structure, the names and positions of principal corporate officers and directors, and any other information regarding Customer’s identity and corporate structure that Coinflow may reasonably request.
“Derivative Data” means all modifications, compilations, derivative works, and results from processing (including analyses, aggregated and de-identified data, usage statistics, and patterns datasets, databases, reports, recommendations and visual representations) created or developed because of Customer’s use of the Services or in connection with data a third party transmits to Coinflow through the Coinflow API, but excluding Customer Data.
“Digital Asset” means virtual currency, cryptocurrency, stablecoins, or other cryptographic tokens.
“External Account” means an account, wallet, or address not hosted or controlled by Coinflow or a bank account at a financial institution.
“Fees” means the fees detailed on the relevant Order Form to be paid by Customer to Coinflow in consideration for the Services provided.
“Financial Services Provider” means any financial institution or non-bank money service business with which Coinflow has a written agreement to facilitate certain of the Services hereunder, which may include processing, acquiring or settling Transactions.
“IP Rights” means the name (or any derivative thereof), trade names, URLs, logos, trademarks, service marks, and, if applicable, marketing templates, platforms and/or application programming interfaces of the relevant entity or person, as applicable and with respect to Coinflow, the Coinflow Technology.
“Losses” means claims, losses, damages, liabilities and expenses (including all taxes, interest, and fines and penalties imposed by governmental authorities, Financial Services Providers, card schemes and regulatory bodies, and all legal costs such as reasonable attorneys’ fees, court costs and settlement expenses).
“Payment Rules” means the applicable rules, regulations, policies, procedures, compliance standards, safe and sound banking practices, and terms applicable to an approved payment method, card scheme, branded payment processing network (e.g. Visa), Financial Services Provider or any party that administers card schemes or related bodies, in each case used in connection with the Services.
“Platform” means Coinflow’s online platform or application.
“Prohibited Use” means the list of businesses, products and activities prohibited to use Coinflow’s Services, a non-exhaustive list of which is set forth on Schedule 3 hereto.
“Purchasers” means all end users authorized by Customer to pay Customer and use the Services. Purchasers will be subject to successful completion of KYC verification (know your customer).
“Order Form” means any Order Form describing the Services and Fees executed between the parties under the terms of this Agreement.
“Services” means the products and services selected in the Order Form.
“Transaction” means any type of payment transaction that relates to a purchase of Customer’s goods and/or services, whether approved or declined. A Transaction may refer, among other things, to a purchase, return, refund, error or credit.
“Transaction Instructions” means payment information submitted by Customer through the Coinflow API or other Coinflow Technology to process Transactions on behalf of Customer.
Prohibited Use
Why this list exists
Coinflow provides payment infrastructure to businesses. As a provider of financial services, we are bound by applicable laws and regulations and by the rules of our financial partners, including card networks and sponsoring banks. We also manage risk and protect the integrity of our platform. For these reasons, we are unable to support certain businesses, products, and industries.
How to use this list
The categories below are representative and are not exhaustive. Coinflow may decline or discontinue support for a business that is not specifically listed here.
The inclusion of an activity on this list, or its absence from it, is not a determination or opinion by Coinflow as to the legality of any business, product, or service. Merchants are solely responsible for ensuring that their offerings, and those of their affiliates, comply with all applicable laws, regulations, and card network rules.
Businesses in certain regulated industries may be supported subject to additional review. If you are unsure whether your business is eligible, please contact us.
Prohibited businesses
Coinflow does not support the following businesses, products, or activities under any circumstances.
Illegal products and services
- Illegal drugs, substances designed to mimic illegal drugs, and equipment for making or using them
- Fake identification, forged or falsified documents, and identity-theft tools or services
- Equipment designed to interfere with, jam, or bypass telecommunications
- Businesses that engage in, promote, or celebrate unlawful violence, or violence or hatred toward any group based on race, religion, disability, gender, sexual orientation, national origin, or other protected characteristic
- Any product or service that is illegal in the jurisdiction where the business operates or to which it is targeted
Fraud, deception, and predatory practices
- Pyramid schemes, get-rich-quick schemes, and multi-level marketing focused on recruitment
- Undisclosed automatic billing, deceptive free-trial offers, and negative-option marketing
- Sale of artificial online traffic, engagement, fake reviews, or bot services
- Predatory lending, credit-repair, and mortgage-consulting services
- No-value-added resale services, essay mills, mugshot-publication sites, and deceptive remote technical support
Intellectual property infringement
- Sale or distribution of music, film, software, or other licensed material without authorization
- Counterfeit or replica goods and illegally imported or exported items
- Unauthorized sale of brand-name or designer products, and other activity that infringes third-party intellectual property rights
Illegal or unauthorized gambling and betting
- Gambling, betting, sweepstakes, lotteries, and other gaming operations that are not legally permitted in the jurisdictions where they operate
- Unauthorized online and internet gambling and casino-style games
- Unauthorized sports betting, odds-making, and prediction services offering monetary or material prizes
- Unauthorized lotteries and raffles.
- Bidding-fee (penny) auctions
Adult content and services
- Content that violates applicable obscenity laws, and any content involving minors or non-consensual material
- Prostitution, escort, and adult companionship services
- Adult brick-and-mortar establishments, including gentlemen's clubs, strip clubs, and adult theaters
- Adult content sites, streams, marketplaces, and subscription services, including AI-generated adult content
Marijuana, cannabis, and CBD/THC
- All cannabis products, accessories, and cultivation or distribution services, regardless of local legality
- Any product containing CBD or THC
- Digital advertising of marijuana-related products
Illegal or unauthorized financial and money services
- Money transmission, remittance, currency exchange, and virtual-asset services that operate without the legal authorization required in their jurisdiction
- Debt collection agencies, factoring companies, and third-party collection services
- Check cashing and payday lending
- Unregistered investment, brokerage, or advisory services
Animal and agricultural trafficking
- Trafficking in animals and illegal trade in wildlife or endangered species
- Unauthorized trade in regulated plants, seeds, or invasive species
Illegal drugs and unlicensed pharmaceuticals
- Controlled substances and synthetic drug alternatives sold without authorization
- Online pharmacies and prescription-drug sales operating without proper licensing
This list is part of Coinflow's Risk Management and Compliance Program and may be updated from time to time.
Licensed Services Disclosures
EU/EEA Regulatory Requirements: If Customer is located in, organized under the laws of, or accessing the Services from within the European Union or European Economic Area (“EU/EEA”), Customer’s use of the Services is additionally subject to applicable EU/EEA laws and regulations, including Regulation (EU) 2023/1114 on markets in crypto-assets (“MiCA”). No Coinflow group entity holds any authorization as a crypto-asset service provider or payment institution in the EU/EEA. Where the Services facilitate or involve crypto-asset activities or payment services subject to EU/EEA regulation, such activities are performed exclusively by duly licensed third-party partners. Coinflow group entities act solely as technology providers in connection with such activities. By using the Services, Customer acknowledges that regulated crypto-asset and payment services in the EU/EEA are provided by the relevant, licensed, third-party partner, and not by any Coinflow group entity.
Electronic Communications Policy
By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures (collectively, "Communications") that we provide in connection with your Coinflow Account and your use of the Services.
Electronic Delivery of Communications
Communications include but are not limited to:
Agreements and policies you agree to (e.g., this Agreement and Privacy Policy), including updates to these agreements or policies;
Account details, history, transaction receipts, confirmations, and any other account or transaction information;
Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and
Other disclosures, notices, and communications in connection with your application or registration for the Services, your Coinflow Account, account maintenance, or servicing and collecting funds.
Methods of Providing Communications
You agree that, unless applicable law otherwise requires, Coinflow may provide these Communications to you by posting them on the Platform, emailing them to you at the primary email address listed in your Coinflow Account, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.
Hardware and Software Requirements
In order to access and retain electronic Communications, you will need the following computer hardware and software:
An up-to-date device (e.g., computer, tablet, or mobile phone) which has internet access;
A current, compatible web browser, including the current or immediately preceding version of Chrome, Internet Explorer, Firefox, Safari and Edge;
A valid email account; and
An operating system on your device capable of receiving, accessing and displaying Communications in electronic form via text-formatted email or gaining access to the Coinflow Platform using a supported browser, including any necessary software (e.g., Adobe to read PDF documents).
How to Withdraw Your Consent
You may withdraw your consent to receive Communications electronically by contacting us at support@coinflow.cash. If you fail to provide or if you withdraw your consent to receive Communications electronically, Coinflow reserves the right to immediately close your Coinflow Account.
Updating your Information
It is your responsibility to provide us with a true, accurate, and complete email address and your contact information, and to keep such information up to date. You understand and agree that if Coinflow sends you an electronic Communication, but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Coinflow will be deemed to have provided the Communication to you. You may update your information by logging into Coinflow Account.