Note Token Terms
Last updated: December 10, 2020
Thank you for choosing CoinFlex.com/notes (the “Site”). The following terms and conditions of service (these “PNT Terms of Service”) apply to users of the Site purchasing Promissory Note Tokens (“Note Tokens” or “PNTs”). By purchasing Note Tokens or using any of the services, functions, or features offered from time to time on the Site (collectively or individually, the “Services”), the user (referred to herein as “you” or “your”) agrees to these Terms of Service (each of you being a “Party” and collectively, the “Parties”).
These PNT Terms of Service represent the entire agreement and understanding between you and PNT Limited, a Cook Islands Trust (“CoinFlex”), with respect to the use of the Services. These offerings take place in the Seychelles under Seychelles law.
All of the Note Tokens represent an interest in a short term promissory note with a Maturity Date of 270 days or less, or secured by land; delivered and issued in the Seychelles and governed by Seychelles law, unless otherwise specified in the Promissory Note; and all Note Tokens issued by Coinflex are similarly issued and delivered in the Seychelles and governed by Seychelles law, unless otherwise specified.
Also incorporated into the terms of this PNT Terms of Service are the terms in the Promissory Note. Promissory Notes are available for review in our Note Token Schedule (link). Prior to purchasing any Note Token, users should consult the Note Token Schedule and the terms of the particular Promissory Note underlying any such issue. In the event of a conflict between these terms and the promissory note, the Promissory Note will prevail.
All transactions of Note Tokens on or off the Site may be subject to fees levied by CoinFlex as set out and updated in the Fees Schedule (https://coinflex.com/fees/) from time to time.
By creating a Digital Tokens Wallet on the Site or by using any of the Services, you acknowledge that you have read, understand, and agree to these Terms of Service, as updated and amended from time to time. If you do not agree to be bound by these Terms of Service, including any subsequent amendments from time to time, you may not use any of the Services. By using any of the Services you agree to be bound by the Terms of Service. If you do not wish to be bound by these Terms of Service you must stop using all of the Services.
These PNT Terms of Service may be amended by CoinFlex at any time and without prior notice to you. You should periodically check the Site to confirm that your copy and understanding of these PNT Terms of Service is current and correct. Your continued use of any Services after the effective date of any amendments will confirm your acceptance of these PNT Terms of Service, as amended from time to time.
The use of the Site and any Services is void where such use is prohibited by, would be a violation of, or would be subject to penalties under applicable law, and shall not be the basis for the assertion or recognition of any interest, right, remedy, power, or privilege.
1.1 Definitions: In these Terms of Service and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated:
1.1.1 “Accelerate” 및 “Acceleration” shall have the meaning set forth in the Promissory Note, and refers to any right of the Payee to demand repayment in full of the Maker’s obligation upon an Event of Default;
1.1.2 “Affiliate” means, in relation to either Party, a direct or indirect subsidiary of the Party, a holding company of the Party, and any other subsidiary of that holding company;
1.1.3 “Agreed Rate” shall have the meaning set forth in the Promissory Note, and refers to the interest rate upon which the Maker must service the principal loaned under the Promissory Note;
1.1.4 “AML” means anti-money laundering, including all laws applicable to the Parties prohibiting money laundering;
1.1.5 “Anti-Corruption” means all laws applicable to each Party prohibiting corruption or bribery of Government Officials, kickbacks, inducements, and other related forms of commercial corruption or bribery;
1.1.6 “Associates” means CoinFlex and each and every one of their respective shareholders, directors, officers, Affiliates, employees, contractors, agents, partners, insurers, and attorneys who or that are acting or performing or has acted or performed services for the benefit of or on behalf of the Site;
1.1.7 “CoinFlex” means PNT Limited, a Cook Islands International Company;
1.1.8 “CoinFlex Platform” means the website at https://www.coinflex.com, and the company that owns and operates it, Liquidity Technologies, Ltd., a Seychelles International Business Corporation;
1.1.9 “CoinFlex Platform Customers” means persons or entities who have an account on the CoinFlex Platform;
1.1.10 “CoinFlex Reserves” means USDC and other assets belonging to CoinFlex and held on the CoinFlex Platform, and margin-collateral CoinFlex acquires in Perpetual Futures Contracts on the CoinFlex Platform;
1.1.11 “CoinFlex Token” means the Digital Token issued and redeemed by CoinFlex, including flexUSD token backed by USDC, and other Digital Tokens backed by other Underlying Assets issued by CoinFlex from time to time;
1.1.12 “Controlling Person” means any Person who owns more than a 25 percent interest in any Person or affiliate;
1.1.13 “Copyrights” has the meaning set out in paragraph 10 of these Terms of Service;
1.1.14 “CRS” means the common reporting standard or the Standard for Automatic Exchange of Financial Account Information;
1.1.15 “CTF” means counter-terrorist financing;
1.1.16 “Digital Tokens” means Note Tokens and any digital representation of value that functions as (i) a medium of exchange; (ii) a unit of account; (iii) a store of value, and/or (iv) other similar digital representations of rights or assets, which is neither issued nor guaranteed by any country or jurisdiction and does not have legal tender status in any country or jurisdiction, typically including blockchain-based assets or rights including sovereign cryptocurrency or virtual currency such as BTC, BCH, and ETH;
1.1.17 “Digital Token Address” means an alphanumeric identifier that represents a potential destination for a Digital Token transfer, which typically is associated with a user’s Digital Tokens Wallet;
1.1.18 “Digital Token Wallet” means a software application (or other mechanism) that provides a means for holding, storing, and transferring Digital Tokens, including a user’s Digital Token Address, Digital Token balance, and cryptographic keys;
1.1.19 “Economic Sanctions” means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalized by any laws applicable to you or the Site;
1.1.20 “Event of Default” shall have the meaning set forth in the Promissory Note, and refers to the circumstances under which the Maker fails to make a required payment and thereby violates the Promissory Note;
1.1.21 “FATF” means the Financial Action Task Force;
1.1.22 “Fiat” means the money or currency of any country or jurisdiction that is designated as legal tender; and, circulated, customarily used, and accepted as a medium of exchange in the country or jurisdiction of issuance;
1.1.23 “Government” means any national, federal, state, municipal, local, or foreign branch of government, including any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality, including any parasternal company, or state-owned (majority or greater) or controlled business enterprise;
1.1.24 “Government Approval” means any authorization, license, permit, consent, approval, franchise, concession, lease, ruling, certification, exemption, exception, or waiver by or with any Government necessary to conduct the business of either Party or the execution and delivery of the Services under this Terms of Service;
1.1.25 “Government Official” means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organization, and any Person who is acting in an official capacity for any of the foregoing, even if such Person is acting in that capacity temporarily and without compensation;
1.1.26 “Losses” has the meaning set out in paragraph 14 of these Terms of Service;
1.1.27 “Maker” shall have the meaning set forth in the Promissory Note, and refers to the party assuming the payment obligations in the Promissory Note;
1.1.28 “margin-collateral” means an asset of sufficient value to repay a loan obligation;
1.1.29 “Marks” has the meaning set out in paragraph 10 of these Terms of Service;
1.1.30 “Maturity Date” shall have the meaning set forth in the Promissory Note, and refers to the date upon which the entire balance of principal and interest must be repaid under a Promissory Note;
1.1.31 “Note Token” means a Digital Token issued by Coinflex and representing a principal sum of one flexUSD, plus interest thereon, paid under a Promissory Note by a Maker to the holder;
1.1.32 “OFAC” means Office of Foreign Assets Control of the U.S. Department of the Treasury;
1.1.33 “Payee” shall have the meaning set forth in the Promissory Note, and refers to the party with whom the Maker executes a Promissory Note, and any party who acquires such right to repayment under the Promissory Note;
1.1.34 “Perpetual Futures Contract” means a futures contract without an expiry date offered on the CoinFlex Platform;
1.1.35 “Person” includes an individual, association, partnership, corporation, other body corporate, trust, estate, and any form of organization, group, or entity cognizable as legal personalities;
1.1.38 “Prohibited Jurisdictions” means Cuba; Democratic People’s Republic of Korea (North Korea); Iran; Pakistan; Singapore; Syria; the Government of Venezuela; and Crimea;
1.1.39 “Prohibited Use” has the meaning set out in paragraph 8 of these Terms of Service;
1.1.40 “Promissory Note” means
1.1.41 “Sanctions List” means the “Specially Designated Nationals and Blocked Persons” (“SDN”) List and the Non- SDN List, including the “Sectoral Sanctions Identifications List”, published by OFAC; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by FinCEN; and, any other foreign terrorist organization or other sanctioned, restricted, or debarred party list published by the FIA, or under Economic Sanctions, AML, or CTF laws of or by Governments of the United States, the Seychelles, Hong Kong SAR, the United Nations, or any other jurisdiction or Government, as applicable to you or to the Site, as amended, supplemented, or substituted from time to time;
1.1.42 “Sanctioned Person” refers to any Person or Digital Token Address that is: (i) specifically listed in any Sanctions List; or (ii) directly or indirectly owned 50 percent or more by any Person or group of Persons in the aggregate, or a Digital Tokens Wallet associated with such Person or Persons, referred to in any Sanctions List, or Government or Government Official of any Prohibited Jurisdiction, and (iii) that is not subject to any Government Approval or otherwise not sanctioned, restricted, or penalized under applicable laws;
1.1.43 “Service” means Coinflex’s sale of Note Tokens;
1.1.44 “Site” means [link to subdomain for Note Token trading];
1.1.45 “Underlying Asset” means the asset backing a particular type of CoinFlex Token, such as USDC backing flexUSD.
1.1.46 “U.S. Citizen or U.S. Resident” includes any U.S. citizen, U.S. lawful permanent resident, individual who meets the “substantial presence” test described in section 7701(b)(3) of the U.S. Internal Revenue Code of 1986 (as amended), protected individual under section 1324b(a)(3) of the U.S. Immigration and Nationality Act, or individual who holds a passport issued by the United States Government;
1.1.47 “USDC” means the stablecoin issued by Coinbase backed 1:1 to US dollars, described more fully at https://www.coinbase.com/usdc;
1.1.48 “U.S. Person” means:
- 22.214.171.124 U.S. Citizen or U.S. Resident;
126.96.36.199 corporation, partnership, or other entity established or organized in or under the laws of the United States;
188.8.131.52 any estate of a decedent who was a citizen or a resident of the United States; or
184.108.40.206 any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States Persons have the authority to control all substantial decisions of the trust;
1.1.49 “you” or “your” means the user.
- 1.2 Headings: The headings and subheadings in these Terms of Service are for ease of reference only and are not to be taken into account in the construction or interpretation of any provision or provisions to which they refer.
1.3 Extended Meanings: Unless otherwise specified in these Terms of Service, words importing the singular include the plural and vice versa and words importing gender include all genders.
1.4 Governing Law: These Terms of Service shall be governed by and construed and enforced in accordance with the laws of the Seychelles, and shall be interpreted in all respects as a Seychelles contract. Any dispute, controversy, claim or action arising from or related to your use of the Site or these Terms of Service likewise shall be governed by the laws of the Seychelles, exclusive of choice-of-law principles.
- Licence to Use the Site: CoinFlex grants you the limited right to the Services in exchange for your agreement to abide by these PNT Terms of Service. The right to use the Services is a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable, limited licence, and it is subject to the limitations and obligations in these Terms of Service. Nothing in these Terms of Service gives you any licence, right, title, or ownership of, in, or to the Site, any of the Services, the Copyrights or the Marks. The Site may suspend or terminate the Services to you, your Digital Token Wallet, or to any of your Digital Token Address at its sole discretion, as required by applicable laws or where CoinFlex determines that you have violated, breached, or acted inconsistent with any of these Terms of Service.
- About Note Tokens; General Restrictions:
CoinFlex issues Note Tokens. A Note Token represents one flexUSD of principal to be repaid to the holder by the Maker in accordance with the terms of an interest bearing Promissory Note.
Note Tokens have risks. It is essential that users understand how Note Tokens work in order to understand the risks associated with them.
What is a Note Token?
A Note Token is a Digital Token issued by CoinFlex that represents an assignment to the holder of certain repayment rights under a Promissory Note, which is issued by a Maker to Coinflex as Payee. A Note Token grants to the holder the right to be paid by Maker one flexUSD (which is indirectly backed by $1.00 USD), plus interest, in accordance with the terms of an interest bearing Promissory Note and as fully set forth herein.
Provided that there is no Event of Default, holders of Note Tokens will receive (a) interest payments, paid in flexUSD; and (b) the remaining principal balance, paid in flexUSD, upon the Maturity Date, or earlier in the event of a prepayment, or as otherwise required by the payment schedule in the Promissory Note. All such payments will be paid to the Digital Wallet where such Note Tokens are held.
Note Tokens may be transferred to anyone with a Digital Wallet. By transferring a Note Token you unconditionally assign to the recipient all rights to future interest and principal payments under the Promissory Note. The right to all future interest and principal payments shall run with the Note Token and shall be held by the assignee for so long as they hold the Note Token. All interest and principal payments paid prior to the transfer of a Note Token shall remain the property of the legal owner of such Note Token at the time the payment was made, and possession of a Note Token’s private keys shall be prima facie evidence of legal ownership.
What gives value to Note Tokens?
Note Tokens are valued by the market based on the terms of the underlying interest bearing Promissory Note, the Maker’s repayment history and reputation, and the market’s belief that the Maker will timely make payments as required by the Promissory Note.
While a Note Token represents an assignment of an interest in a Promissory Note, there are certain rights that the Promissory Note does not allow to be assigned and certain other rights which Coinflex hereby elects not to assign to Note Tokens. Holders of Note Tokens must review these PNT Terms of Service and the Promissory Note’s terms to be sure of their rights.
What will Note Token holders receive as tender for payment?
All interest and principal payments made to Note Token holders will be tendered in flexUSD. flexUSD have certain risks that you must also be familiar with, and you should read the flexUSD terms of service [link], which are incorporated herein and you agree to accept by purchasing or acquiring a Note Token. By purchasing a Note Token you agree to be paid in flexUSD.
Do Note Tokens pay interest, and how is that interest calculated and paid?
Note Tokens are designed to pay interest in accordance with the terms of a Promissory Note issued by a Maker.
Interest will be paid in accordance with the payment schedule set forth in the Promissory Note (which may be daily or more or less frequently) in the form of flexUSD in an on-chain transaction sent to the Digital Wallet addresses of the Note Tokens. The interest payments are calculated based on the terms of the Promissory Note pertaining to the Note Token and the payment schedule included therein.
Different Note Tokens (pertaining to different Promissory Notes) may generate different rates of interest. Therefore, different Note Tokens (pertaining to different Promissory Notes) will generate different amounts of interest for holders.
Interest is not shared between different types of Note Tokens. For example, interest paid under a Promissory Note will be paid to the Note Tokens pertaining thereto and to the exclusion of other Note Tokens.
To receive payments of interest and principal, you must be in possession of a Digital Wallet holding Note Tokens at the time such payment is made. For instance, if a single Digital Wallet Address holds one percent of all the outstanding Note Tokens, that Digital Wallet Address will receive one percent of all interest generated by such Note Token during a given time period (less CoinFlex’s fees), and one percent of the outstanding principal if held to Maturity.
CoinFlex may in the future charge a fee equal on the total interest generated. CoinFlex’s fee will be deducted prior to the distribution of any interest to Note Token holders.
Distributions may occur in different ways. The Maker will fund their Coinflex account and allow Coinflex to automatically draw from their Coinflex account to make daily interest payments. Coinflex is not responsible for the Maker’s failure to make any required payment or keep their Coinflex account adequately funded. All payment obligations under a Promissory Note belong to the Maker, and Coinflex assumes no obligations by permitting the Maker to pay Note Token holders from their Coinflex account.
What rights do holders of Note Tokens have?
The holder of a Note Token has, by assignment, all rights of the Payee as set forth in the Promissory Note and permitted by such Promissory Note to be assigned. Notwithstanding the foregoing, the holder of a Note Token shall not have the right to:
- demand repayment from Maker prior to Acceleration or Maturity;
- Accelerate the Maker’s repayment obligations in an Event of Default;
- separate any rights from the token, alter the nature of the rights attached to the token, convey less than one full token, or otherwise alter the right of a Note Token holder to enjoy legal ownership of all payments of interest and principal paid to such Note Token.
These rights, granted under the Promissory Note by the Maker to Coinflex as Payee, shall remain held by Coinflex to exercise in its sole discretion unless and until Coinflex delegates such right.
You understand and agree that it is not always in the interests of a creditor to immediately exercise its right to Accelerate a Promissory Note when seeking repayment, and that selective forbearance is a strategy which, under the right circumstances, can increase the odds of a debt repayment. You further agree that, in an Event of Default, Coinflex shall have the right in its sole discretion, for any reason or no reason, to determine whether and when to Accelerate a repayment, to grant forbearance, or whether or when to assign its right to Accelerate. You agree to hold Coinflex harmless and release Coinflex from all liability related to its decision to Accelerate, forbear, or otherwise exercise these rights to demand repayment or forbear in the event of a default.
You agree to familiarize yourself with the terms of a promissory note before purchasing a Note Token by referring to the Coinflex Note Schedule [link].
What happens when I transfer a Note Token?
When you transfer a Note Token, you transfer all rights to future payments of interest and principal under the Promissory Note. Any and all such payments shall belong to whomever is in possession of such Note Token when such payment of interest or principal accrues and is paid.
Possession of the private keys to the Digital Wallet holding a Note Token at the time a payment of interest or principal is made shall be prima facie evidence that such Note Token holder was the legal owner entitled to such payment. The transferor of a Note Token shall be entitled to keep any payments of interest and principal made prior to transfer while they enjoyed legal possession of such Note Token.
How to assess the risk of loss associated with a particular Note Token?
While multiple factors may affect whether purchasing a Note Token will result in loss, the primary factor is whether the Maker makes timely payments in accordance with the Promissory Note. Anyone purchasing Note Tokens must conduct their own due diligence on the Maker in deciding whether to purchase a Note Token. Coinflex provides no representations as to any Maker, as more fully set forth below.
What happens if the Maker misses a payment or defaults?
The terms of the Promissory Note will determine whether Maker is in default and the remedy available. If the Promissory Note allows for acceleration, Coinflex will, in its sole discretion, either (a) exercise its acceleration rights; (b) forbear and, at its option, negotiate with Maker regarding payment; or (c) assign its right to Accelerate the Promissory Note to another Note Token holder or group of holders.
Each conveyance of a Note Token shall include the right to bring legal action against the Maker upon acceleration or at Maturity, whichever occurs first. Upon acceleration or at Maturity, the entire principal balance of the Promissory Note comes due, at which time any Note Token holder may bring legal action to enforce Maker’s payment obligations under the Promissory Note.
Coinflex has no obligation to bring legal action on behalf of the Note Token holders or provide any assistance in any legal proceedings. Coinflex has no obligation to communicate or negotiate with a Maker to encourage such Maker a return to the payment schedule or to fulfill its obligations. Coinflex may, at its option and at its sole discretion, and without waiving any rights or assuming any obligations, communicate with a Maker, negotiate a repayment or return to the repayment schedule, or commence litigation as a Note Token holder against Maker.
To whom does CoinFlex issue Note Tokens?
To purchase Note Tokens from Coinflex you must be a verified customer of the CoinFlex Platform and authorize the CoinFlex Platform to share your information with us. No exceptions will be made to this requirement. CoinFlex makes no representations or warranties about whether any Note Tokens that may be traded on the Site may be traded on the Site at any point in the future, if at all.
Who is prohibited from purchasing Note Tokens on the Coinflex platform?
The following Persons are prohibited from depositing to, or withdrawing from, any Digital Tokens Wallet on the Site:
3.1 Persons domiciled or ordinarily resident in, certain nationals of, or the Governments or Government Officials of Prohibited Jurisdictions;
3.2 any Person that resides, is located, has a place of business, or conducts business in the United States, the Cook Islands or the Seychelles; and
3.3 U.S. Persons, any individual who is a U.S. Person and any entity that is a U.S. Person is prohibited from using the Site or any Services.
- Risks and Limitation of Liability: Important: Trading markets in Note Tokens may be volatile and may shift quickly in terms of price, liquidity, market depth, and trading dynamics.
Note Tokens also are subject to cybersecurity risk, including the risk of a cyberattack or breach.
You are solely responsible and liable: for any and all trading and non-trading activity on the Site and for your Digital Tokens Wallet on the Site; and, for knowing the true status of your Note Tokens on the Site, even if presented incorrectly by the Site at any time. You acknowledge and agree: (i) to be fully responsible and liable for your trading and non-trading actions and inactions on the Site and all gains and losses sustained from your use of the Site and any of the Services; (ii) to be fully responsible for safeguarding access to, and any information provided through, the Site and any of the Services, including, but not limited to, Digital Tokens Wallet, Digital Tokens Address, private keys, usernames, passwords, and bank account details; and (iii) that CoinFlex does not have control of, or liability for, any products or services that are purchased or sold by third parties using the Site and any of the Services.
Note Tokens in a given Digital Tokens Wallet or other wallet or address are controlled by your private key and Note Tokens in a Digital Tokens Wallet or other wallet or address may be stolen or lost and otherwise unrecoverable if the private key is compromised or lost.
You further acknowledge and agree that CoinFlex is not liable for any losses or issues that may arise from third-party transactions, including, but not limited to, legality (including any consequences for illegal transactions that may be triggered under these Terms of Service), quality, delivery, or satisfaction with any products purchased by means of a Note Token transfer.
Additionally, you acknowledge and agree that Coinflex is not liable for any losses resulting from a Default by a Maker on any Promissory Note. You understand and agree that by purchasing a Note Token you assume the risk that the Maker will default, and that Coinflex provides no guarantee of payment and makes no representation as to the creditworthiness of the Maker. In any Event of Default, Coinflex shall have no liability; and as the assignee of an interest in the Promissory Note in accordance with this PNT Terms of Service and the terms of the promissory note, your sole recourse shall be to the Maker.
In the event that you are not satisfied with any goods or services purchased from, or sold to, a third party using the Services, you must handle those issues directly with the third-party seller or buyer, as applicable.
Digital Tokens may be compatible with third-party software or other technology provided by a third party. CoinFlex does not guarantee the security or functionality of third- party software or technology and is not liable for losses of Digital Tokens due to the failure or malfunction of third-party software or technology.
- Withdrawals and Deposits: In the course of processing and sending any withdrawals, or when processing and receiving deposits, CoinFlex may be required to share your user information with other contractual third parties, including financial institutions, or as required under applicable laws or demanded upon a lawful request by any Government.
You hereby irrevocably grant full permission and authority for CoinFlex to share this information with such contractual third parties, or as required under applicable laws or demanded upon a lawful request by any Government, and release CoinFlex from any liability, error, mistake, or negligence related thereto.
You accept all consequences of sending Digital Tokens, including Note Tokens, off of the Site. Digital Token transactions are not reversible. Once you send Digital Tokens to an address, whether intentionally or by a fraudulent or accidental transaction, you accept the risk that you may lose access to, and any claim on, those Digital Tokens indefinitely or permanently.
You acknowledge that CoinFlex may delay or suspend trading under various circumstances, including but not limited to, in the event that CoinFlex determines that you have engaged in a Prohibited Use (as defined in paragraph 8); when CoinFlex is directed to do so by any Government; if your Digital Tokens Wallet or other account or wallet is subject to pending litigation, investigation, or Government proceedings; or when CoinFlex believes that someone is attempting to gain unauthorized access to your Digital Tokens Wallet or other account or wallet.
Note Tokens are not legal tender and are not backed by any Government. Note Tokens are not subject to Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor Protection Corporation protections, or any similar protections.
- Resolution of Disputes: Any dispute, claim, controversy or action arising out of or related to (a) the PNT Terms of Service or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your account(s), the operations and Services of the Site relating to Note Tokens, or (c) your access to or use of the Services at any time relating to Note Tokens, shall be subject to the exclusive jurisdiction of the courts of the Seychelles. For the avoidance of doubt, and without limiting the generality of the foregoing, this provision expressly applies to any claim, whether in tort, contract or otherwise, against CoinFlex. You irrevocably and unconditionally agree and consent to the jurisdiction and venue of the courts of the Seychelles, and you waive any objections thereto, including under the doctrine of forum non conveniens or other similar doctrines. You and CoinFlex agree that any Party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No adjudicator may consolidate or join more than one Person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any single CoinFlex user cannot and may not affect any other CoinFlex users.
- JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING OF ANY KIND WHATSOVER ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR ANY BREACH THEREOF, ANY USE OR ATTEMPTED USE OF THE SITE OR THE SERVICE BY YOU, AND/OR ANY OTHER MATTER INVOLVING THE PARTIES.
- Prohibited Uses: You may not:
- 8.1 use the Site or any Services in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable laws, or to transact or deal in, any contraband Digital Tokens, Fiat, funds, property, or proceeds;
8.2 use the Site or any Services if any applicable laws, including but not limited to AML laws, CTF laws, Anti-Corruption laws, Economic Sanctions laws, prohibit, penalize, sanction, or expose the Site to liability for any Services furnished or offered to you or any of your Digital Tokens Wallet(s) or Digital Tokens Address(es) under these Terms of Service;
8.3 use the Site or any of the Services, or any nancial services of any U.S. Financial Institution, whether or not an Affiliate or Associate of CoinFlex, to facilitate, approve, evade, avoid, violate, attempt to violate, aid or abet the violation of, or circumvent any applicable laws, including but not limited to AML laws, CTF laws, Anti-Corruption laws, and Economic Sanctions laws;
- 8.4 use the Site or any Services to evade taxes under the laws of the Cook Islands, Hong Kong, the Seychelles, the United States, or any other jurisdiction(s) applicable to you or the Site;
8.5 use the Site or any Services with anything other than Fiat, funds, keys, property, or Digital Tokens that have been legally obtained by you and that belong to you;
8.6 use the Site or any Services to interfere with or subvert the rights or obligations of CoinFlex or the rights or obligations of any other Site user or any other third party or cause legal liability for CoinFlex or other Site user;
8.7 take advantage of any technical glitch, malfunction, failure, delay, default, or security breach on the Site;
8.8 use the Site or any Services to engage in conduct that is detrimental to CoinFlex or to any other Site user or any other third party;
8.9 use the Site or any Services to: (i) engage or attempt to engage in wash trading, spoofing, fictitious trading or price manipulation; (ii) enter orders or quotes in any Digital Token market with the intent to disrupt, or with reckless disregard for the adverse impact on, the orderly conduct of trading or the fair execution of transactions; or (iii) enter orders or quotes in any Digital Token market with the intent of creating the false impression of market depth or market interest;
8.10 falsify any account, Digital Tokens Wallet, or Digital Tokens Address registration, exchange, or administration details provided to CoinFlex, impersonate another Person or misrepresent your affiliation with a Person;
8.11 falsify or materially omit any information or provide misleading or inaccurate information requested by CoinFlex, including at registration or during the course of administering any Services to you;
8.12 cause injury to, or attempt to harm, CoinFlex or any third party through your access to the Site or any Services;
8.13 have more than one account and more than one Digital Tokens Wallet on the Site, or use any Digital Tokens Wallet on a one-time, ‘throwaway’ basis; any such additional Digital Tokens Wallets or one time ‘throwaway’ Digital Tokens Wallet may be terminated or suspended at the absolute discretion of CoinFlex;
8.14 where you are subject to prohibitions or restrictions as set forth in paragraph 3, access the Site or use any Services utilizing any virtual private network, proxy service, or any other third party service, network, or product with the effect of disguising your IP address or location, or access the Site or use any Services using a Digital Tokens Address in or subject to the jurisdiction of any Prohibited Jurisdiction or Government or Government Official thereof; or,
8.15 violate, cause a violation of, or conspire or attempt to violate these Terms of Service or applicable laws.
- Any use, whether actual or suspected, as described in this paragraph shall constitute a “Prohibited Use”. If CoinFlex determines that you have engaged in any Prohibited Use, CoinFlex may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include, but is not limited to, making a report to any Government, law enforcement, or other authorities, without providing any notice of you about any such report; confiscation of any Fiat, funds, property, proceeds, or Digital Tokens in any Digital Tokens Wallet that you have on the Site; and, suspending or terminating your access to any Services or Fiat, funds, property, or Digital Tokens from any Digital Tokens Address. CoinFlex may, at its sole and absolute discretion, seize and deliver your property to any applicable Government, law enforcement, or other authorities where circumstances warrant. In addition, should your actions or inaction result in the imposition of economic costs to CoinFlex, you shall pay an amount to CoinFlex so as to render CoinFlex whole, including without limitation, the amount of taxes or penalties that might be imposed on CoinFlex.
- Due Diligence Generally, Anti-Money Laundering and Counter-Terrorist Financing: CoinFlex is committed to providing safe, compliant, and reputable Services to identify, detect, prevent, and report on money laundering, terrorist financing, and other improper activities under applicable AML laws, CTF laws, Anti-Corruption laws, and Economic Sanctions laws. Accordingly, CoinFlex insists on a comprehensive and thorough user due diligence process implementation and ongoing analysis and reporting.
By agreeing to these Terms of Service, you shall affirmatively certify whether you are or are not a U.S. Person, and must provide promptly all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable laws and the compliance policies or procedures of CoinFlex.
Additionally, CoinFlex monitors for and assesses suspicious or sanctionable transactions under applicable AML, Anti-Corruption, and Economic Sanctions laws, as well as undertakes mandatory reporting to regulators where required. These undertakings shall apply even when you suspend or terminate your relationship with CoinFlex or abandon your application to have a Digital Tokens Wallet with CoinFlex. Our policies apply to any and all Digital Tokens, Fiat, and other funds or property being exchanged on or through the Site or by any of you, your Affiliates, and of any of CoinFlex’s Associates.
CoinFlex reserves the right to refuse registration to, to bar transactions from or to, or to suspend or terminate the administration of Services, Digital Tokens Address, or Digital Tokens Wallet for or with, any user for any reason (or for no reason) at any time, including but not limited to the provisions of paragraphs 8 and 11, subject to any limitations imposed by applicable laws. Without limiting the generality of the foregoing, this includes, but is not limited to, any transfer, transaction, business, or dealing with a: (i) Sanctioned Person, (ii) a Person from or in jurisdictions that does not meet international AML–CTF standards as set out by the FATF as high-risk, non-cooperative, and strategically deficient jurisdictions, including but not limited to the Democratic People’s Republic of Korea (North Korea), Ethiopia, Iran, Iraq, Serbia, Sri Lanka, Syria, Trinidad & Tobago, Tunisia, Vanuatu, or Yemen; (iii) Person that is a Government Official or Politically Exposed Person within the meaning of the FATF’s 40 Recommendations; (iv) Person that presents a risk of any exposure to penalties, sanctions, or other liabilities under AML laws, CTF laws, Anti-Corruption laws, Economic Sanctions laws, or tax laws that may apply; (v) Person that CoinFlex determines is acting in the United States or Territory or Insular Possession of the United States in violation of, causing any other Person, including any of the Associates, to violate, attempting or conspiring to violate, or evading or circumventing these Terms of Service or applicable laws; and (vi) any Person that fails to meet any user due diligence standards, requests, or requirements of CoinFlex, or otherwise appears to be of high risk, including but not limited to any of the foregoing factors.
In lieu of refusing registration or ongoing administration of your Digital Tokens Wallet, CoinFlex may perform enhanced due diligence procedures. At all times, you may be subject to enhanced due diligence procedures in your use of the Site and any Service. If you decline to provide requested due diligence information or otherwise do not reply timely or substantively with the documentation or data requested, the Site has the absolute discretion to suspend or terminate Services to you immediately.
- Intellectual Property:
10.1 The trademarks, service marks, and trade names, including both word marks and design marks (the “Mark(s)”) are the property of CoinFlex or other third parties. You agree not to appropriate, copy, display, or use the Marks or other content without express, prior, written permission from CoinFlex or the third-party owner of the Marks, including without limitation, as a domain name, as social media prole/handle, on a website, in an advertisement, as or in connection with a phone number, as or in connection with an email address, in Internet search results, in meta data or code, or in any other manner;
10.2 Unless otherwise indicated, all materials on the Site are copyrighted by, and owned exclusively by, CoinFlex or its parent (“Copyrights”). CoinFlex reserves all rights in its Copyrights. You agree not to appropriate, copy, display, or use the Copyrights or other content without express, prior, written permission from CoinFlex;
10.3 You may link to the Site’s homepage or other pages, provided you do so in a way that is fair and legal and does not damage CoinFlex’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on CoinFlex’s part without prior, express, written consent;
10.4 The Site may provide certain social media features that enable you to link, send communications, or display certain content from the Site. You may use these features solely as they are provided by CoinFlex. You may not establish a link from any website that is not owned by you, cause the Site or portions of it to be displayed on or by any other site (for example, framing, deep linking, or in-line linking), or otherwise take any action with respect to the materials on the Site that is inconsistent with any other provision of these Terms; and
10.5 The Site and Services are owned by CoinFlex, its licensors, or other providers, and are protected by copyright, trademark, and other intellectual property or proprietary rights laws in various jurisdictions. All rights not expressly granted to you in these Terms are reserved by CoinFlex. Except as expressly authorized by CoinFlex or its licensors, you will not (a) license, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Site or Service in any way; (b) copy, modify, republish, distribute, or make derivative works based upon the Site or Service; (c) “frame” or “mirror” the Site or Service on any other server or wireless or Internet-based device; or (d) reverse engineer or access the Site or its Services in order to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions, or graphics of the Site or Service, or (iii) copy any ideas, features, functions, or graphics of the Site or Service.
- Your Representations & Warranties: You represent and warrant to CoinFlex as follows:
11.1 that, if you are an individual user, you are 18 years of age or older and that you have the capacity to contract under applicable laws;
11.2 that, if you are registering to use the Site on behalf of a legal entity, (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf;
11.3 that you understand the risks associated with using the Site, that you are not prohibited or restricted from using the Site by these Terms, and that you are not otherwise prohibited by applicable laws from using the Site;
11.4 that you will not use the Site or any Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or blocked property, frozen assets, economic resources, or corruption related to any Person or Government Official under any applicable laws, or to further any breach of applicable AML laws or CTF laws, or to deal in any unlawful Digital Tokens, Fiat, property, funds, or proceeds;
11.5 that you will not use any Services with anything other than Digital Tokens and USDC (and any other thing of value accepted by CoinFlex from time to time) that have been legally obtained by you and that belong to you;
11.6 that, to the extent not penalized by or in conflict with applicable laws, you are currently in compliance with, and must, at your own cost and expense, comply with all laws that relate to or affect the Services conducted under these Terms of Service, including but not limited to AML laws, CTF laws, Anti-Corruption laws, Economic Sanctions laws, or tax laws, including CRS;
11.7 that you consent to any and all tax and information reporting under AML laws, CTF laws, Anti-Corruption laws, Economic Sanctions laws, or tax laws, including CRS, as CoinFlex may reasonably determine apply from time to time;
11.8 that neither you nor any of your Affiliates shall use any Digital Tokens, Fiat, property, proceeds or funds subject to the Services of the Site directly or indirectly (i) on behalf of or for the benefit of a Sanctioned Person or any Person subject to the jurisdiction of a Prohibited Jurisdiction, except where authorized under any Government Approval or not restricted by applicable laws; (ii) in violation of or as prohibited, restricted, or penalized under applicable Economic Sanctions laws; or (iii) in any way that would violate, be inconsistent with, penalized under, or cause the omission of ling of any report required under applicable AML laws, CTF laws, or Economic Sanctions laws;
11.9 that you have not (i) violated; (ii) been fined, debarred, sanctioned, the subject of Economic Sanctions-related restrictions, or otherwise penalized under; (iii) received any oral or written notice from any Government concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any applicable laws, including AML laws, CTF laws, Anti-Corruption laws, or Economic Sanctions laws;
11.10 that neither you nor any of your Affiliates is: (i) itself or owned or controlled by a Sanctioned Person; (ii) involved in any transaction, transfer, or conduct, whether or not by using or receiving the Services from any Digital Tokens Wallet or Digital Tokens Address, that is likely to result in you or your Affiliates becoming a Sanctioned Person; or (iii) residing or domiciled in, or transferring Digital Tokens, Fiat, funds, or property to, from, or through any Digital Tokens Wallet, Digital Tokens Address, or other account in, a Prohibited Jurisdiction or Government or Government Official of a Prohibited Jurisdiction;
11.11 that neither you nor any of your Affiliates has directly or indirectly offered, promised, given, or authorized any payment, or offered, promised, given, or authorized the giving of anything else of value, including any Digital Tokens, to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti- Corruption laws;
11.12 that you will not falsify any Digital Tokens Wallet registration or administration details provided to CoinFlex;
11.13 that you will not falsify or materially omit any information or provide misleading or inaccurate information requested by CoinFlex in the course of, directly or indirectly relating to, or arising from your activities on the Site or use of any Services, including at registration or during administration or other due diligence processes, and that if any information provided to CoinFlex becomes incorrect, you will promptly provide corrected information to CoinFlex;
11.14 that any instructions received or undertaken through your login credentials or from your authorized e-mail address on le with CoinFlex are deemed to be valid, binding, and conclusive, and that CoinFlex may act upon those instructions without any liability or responsibility attaching to it;
11.15 that you will fairly and promptly report all income associated with your activity on the Site pursuant to applicable laws and pay any and all taxes exigible thereon;
11.16 that you will conduct your own due diligence on the Maker, including other relevant market research, and base your decision to purchase or sell Note Tokens on the basis of your own due diligence, and that you are not relying on Coinflex to provide investment advice, a credit rating as to a Maker, or any other information other than the opportunity to purchase a Note Token based on the information provided and your own due diligence;
11.17 that you will accurately and promptly inform CoinFlex if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.
- No Representations & Warranties by CoinFlex: CoinFlex makes no representations, warranties, or guarantees to you of any kind. The Site and the Services are offered strictly on an as-is, where-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose. CoinFlex may also provide access to features or services that are identified as “beta” or pre-release. Without limiting the preceding sentences in this paragraph, you understand that such services are still in development, may have bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially.
Coinflex shall have no liability in an Event of Default, which represents an obligation solely of the Maker. Coinflex’s obligation is to provide the Services, as set forth herein, which allow you to purchase Note Tokens. Accordingly, Coinflex makes no representation to and disclaims all liability as to the following, without limitation:
- Coinflex makes no representation concerning the creditworthiness of a Maker;
- Coinflex makes no representation as to any due diligence that was or was not performed on the Maker prior to accepting the Promissory Note and/or issuing Note Tokens;
- Coinflex makes no representation as to the potential for regulatory risks that may affect Note Tokens and Coinflex shall not be liable for losses caused in the event of any delisting or Event of Default caused by regulatory action;
- Coinflex makes no representation as to the prospects of Maker’s solvency or ability to repay the Promissory Note;
- No Advice: CoinFlex does not provide any investment advice or advice on trading techniques, models, algorithms, or any other schemes. Coinflex provides no investment advice or recommendation as to whether you or anyone should purchase a Note Token, and you are not relying on Coinflex in making assessments about a Maker’s solvency, regulatory action, or any other factors that may cause an Event of Default.
14. Limitation of Liability & Release: Except as may be provided for in these Terms of Service, CoinFlex assumes no liability or responsibility for and shall have no liability or responsibility for any claim, application, loss, injury, delay, accident, cost, business interruption costs, or any other expenses (including, without limitation, attorneys’ fees or the costs of any claim or suit), nor for any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business, work stoppage, data loss, computer failure or malfunction, or any and all other commercial losses (collectively, referred to herein as “Losses”) directly or indirectly arising out of or related to:
14.1 an Event of Default;
14.2 these Terms of Service;
14.3 the Site, and your use of it;
14.4 the Services, and your use of any of them;
14.5 any inaccurate, misleading, or incomplete statement by CoinFlex or on the Site regarding your Digital Tokens Wallet, whether caused by CoinFlex’s negligence or otherwise;
14.6 any failure, delay, malfunction, interruption, or decision (including any decision by CoinFlex to vary or interfere with your rights) by CoinFlex in operating the Site or providing any Service;
14.7 any stolen, lost, or unauthorized use of your Digital Tokens Wallet information, any breach of security or data breach related to your Digital Tokens Wallet information, or any criminal or other third party act affecting CoinFlex or any Associate; or,
14.8 any offer, representation, suggestion, statement, or claim made about CoinFlex, the Site, or any Service by any Associate;
14.9 any delay in withdrawal or redemption, or loss of value in Note Tokens or CoinFlex Tokens or the Reserves backing such CoinFlex Tokens resulting from failure or insolvency of any bank, depository, custodian, borrower, or payment processor holding or processing the assets backing CoinFlex Tokens, or from the theft of such assets, or from freezes, seizures, or other legal process asserted by a Government; or,
14.10 another Person using your Digital Tokens, Digital Tokens Wallet, account or password, with or without your knowledge.
You hereby agree to release the Associates from liability for any and all Losses, and you shall indemnify and save and hold the Associates harmless from and against all Losses. The foregoing limitations of liability shall apply whether the alleged liability or Losses are based on contract, negligence, tort, unjust enrichment, strict liability, violation of law or regulation, or any other basis, even if the Associates have been advised of or should have known of the possibility of such losses and damages, and without regard to the success or effectiveness of any other remedies.
- No Waiver: Any failure by CoinFlex to exercise any of its respective rights, powers, or remedies under these Terms of Service, or any delay by CoinFlex in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by CoinFlex does not prevent either from exercising any other rights, powers, or remedies.
- Force Majeure: CoinFlex (or any depository or service provider where our deposit accounts are held or Reserves are handled, including USDC) is not responsible for damages caused by delay or failure to perform undertakings under these Terms of Service when the delay or failure is due to strikes or labor disputes; riots; embargoes; floods; pandemics, bank failures; Digital Token market collapse or fluctuations; futures market fluctuations or volatility; power outages or failures; acts of God or the state’s enemies; lawful acts of public authorities; any and all market movements, shifts, or volatility; computer, server, or Internet malfunctions; Internet disruptions, viruses, and mechanical, power, or communications failures; security breaches or cyber attacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of third parties; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against or that are otherwise outside CoinFlex’s control. In the event of force majeure, CoinFlex is excused from any and all performance obligations and these Terms of Service shall be fully and conclusively at an end.
17. Assignment: These Terms of Service, and any of the rights, duties, and obligations contained herein, are not assignable by you without prior written consent of CoinFlex. These Terms of Service, and any of the rights, duties, and obligations contained herein, are freely assignable by CoinFlex without notice or your consent. Any attempt by you to assign these Terms of Service without written consent is void.
18. Severability: If any provision of these Terms of Service or part thereof, as amended from time to time, is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, voidness, or unenforceability attaches only to such provision to the extent of its illegality, unenforceability, invalidity, or voidness, as may be, and everything else in these Terms of Service continues in full force and effect.