Coin Sciences Ltd vicariously through the CoinSpark Internet website located at http://coinspark.org/ (the “Site” and collectively, “Coin Sciences”, “us”, “our”, or “we”) provides a unique service allowing its users to issue CoinSpark Assets thus providing an easy way to trade the assets underlying the CoinSpark Assets through Bitcoin transactions using the CoinSpark protocol over the Bitcoin network, as well as ancillary services such as a template contract for creating CoinSpark Assets, a downloadable Bitcoin and CoinSpark wallet, servers which track the movement of CoinSpark Assets across Bitcoin transactions, and source code for implementing various aspects of the CoinSpark protocol (all of the foregoing, the “Services”) through the Site and its subdomains. These Terms of Service (the “Terms”) govern your access and use of the Services and the Site. “You” or “Your” means a user of the Services or the Site.
1. Use of Site and Services.
Subject to the terms and conditions set forth herein, you may access and use the Site and Services for your personal or internal business use only (i.e. you are not permitted to sell, lease, sublicense or to otherwise make the Services or any of them available to any third party other than to your clients for their personal use only). You acknowledge that Coin Sciences may, in its sole discretion and at any time, discontinue providing any part of the Site or the Services or modify or delete any content available through the Site or the Services, at any time without notice. Use of the Services and access to the Site is void where prohibited. By using the Services, you represent and warrant that (a) any information you submit to us as part of using the Services is truthful and accurate; (b) where possible you will maintain the accuracy of such information; (c) you are at least 18 years of age or, if higher, the age of majority in your jurisdiction; and (d) your use of the Site or Services does not violate or promote the violation of any applicable law or regulation or any legal or contractual obligation you may have to a third party.
2. Registration; Security Issues.
In order to create a CoinSpark Asset, you must complete the CoinSpark Asset creation process and either: (a) download the SparkBit wallet provided to you by Coin Sciences, or (b) use another publicly available wallet which supports the CoinSpark Asset protocol.
Coin Sciences reserves the right to refuse to allow a user to download its proprietary wallet, to create a CoinSpark Asset or to use any other service offered by Coin Sciences from time to time, for any reason, to limit the number of CoinSpark Assets a user can create during a specific period or in general, or to add any other limitations on the use of its Services, all at Coin Sciences’ sole discretion.
In addition, you may be requested to send a certain, predetermined quantity of Bitcoin to Coin Sciences, which shall be used to create the CoinSpark Asset, for Bitcoin network transaction fees, and/or sent back to the user. Coin Sciences will not retain any of your Bitcoin as a result of this process, unless a technical malfunction has taken place.
Coin Sciences has no responsibility for the wallet(s) currently offered for downloading by users for use of the Services and/or for any other wallet(s) which may be offered by Coin Sciences from time to time, including without limitations for any relevant registration process of such wallets, the information requested as part of such process, etc. In addition, Coin Sciences shall not be responsible and will not be held liable for any damage or loss incurred by or in connection with the use of such wallets.
Without derogating from the above, Coin Sciences currently enables its users to access the Services through the use of any other available wallet which supports the CoinSpark protocol. The use of any such alternative wallet is subject to the user’s full compliance with these Terms. Any wallets which may be used together with the Services and their use shall be under the sole responsibility of the users using them and Coin Sciences makes no representations regarding such wallets and their use, including but not limited to their condition, level of security, compatibility with the Services or any other feature, and does not examine, inspect or otherwise check such wallets. Coin Sciences will not be liable for any damage or loss incurred by or in connection with the use of such wallets.
While using the Services you must provide Coin Sciences with truthful and accurate information, and where possible you must keep such information up-to-date. You shall not use the Services or any part thereof, including without limitations, to create any CoinSpark Assets, under a false identity or information, or on behalf of someone other than yourself or any person or entity who provided you with express permission to use the Services on their behalf. Coin Sciences will not be responsible for any communications you do not receive or any other damages or costs incurred by you as a result of you breaching these undertakings.
You should not reveal your wallet or security information to third parties. By disclosing your password to third parties you jeopardize the security of your wallet and CoinSpark Assets. You are responsible for keeping your password and any other information secure. You are fully and solely responsible for the security of your computer system and all activity in your wallet, even if such activities were not committed by you. Coin Sciences will not be liable for any losses or damage arising from unauthorized use of your wallet or any password, and you agree to indemnify and hold Coin Sciences harmless for any improper or illegal use of your wallet. This includes illegal or improper use by someone to whom you have given permission to use your wallet.
3. CoinSpark Asset Agreements
Subject to the compliance with these Terms, we hereby grant you with a limited, non exclusive, revocable, non-transferable, royalty free license to use the CoinSpark Asset Agreements for the sole purpose of entering into transactions with your clients in which a CoinSpark Asset is exchanged for an Underlying Asset (an “Asset Transaction”). The following terms and conditions shall govern the use of the CoinSpark Asset Agreements:
3.1. No Custom Agreements; No Legal Advice. Coin Sciences offers users auto-generated, self-help, agreements for use in Assets transactions. The CoinSpark Asset Agreements are not customized for each CoinSpark Asset, Underlying Asset or any user, and should not be treated as such. Coin Sciences does not guarantee that any generated CoinSpark Asset Agreement shall meet your business goals, protect your legal or other interests or otherwise fulfill your exact needs in a specific Asset Transaction. Coin Sciences does not provide any legal, tax, accounting or other advice with respect to any Asset Transactions and nothing in the Services should be taken as a substitute for advice from qualified counsel or advisor. Without limiting the foregoing, the Site and/or the CoinSpark Asset Agreements may not reflect recent developments in any applicable law, may not be complete, and may not be accurate in or applicable to your jurisdiction.
3.2. Asset Transactions. Coin Sciences makes no representations and is not responsible for any issues arising between you and any of your clients or other third parties with whom you engage in Asset Transactions. CoinSpark is not liable for any correspondence, transfer of information, transfer of assets (including CoinSpark Assets), transaction, agreement, understanding, payment, dispute or any other action, either written, oral or otherwise, between you and any third party, either related to the Site, Services, Wallets, CoinSpark Assets or otherwise, and shall not be liable for any damage or loss incurred by either party with respect to the foregoing.
3.3. Other Legal Requirements. The Site and Services are not designated for the bypass or otherwise replacement of any external legal and regulatory requirements governing the registration or transfer of any Underlying Assets, including without limitations, any securities laws, liquidation and bankruptcy laws, real estate laws, etc. as may be applicable from time to time in your jurisdiction. Coin Sciences does not warrant that the creation of a CoinSpark Asset will enable the legal transfer of any Underlying Asset from one person to another person to the extent that such transfer is conditioned upon any legal or regulatory procedures, approvals, permits, registrations or other requirements. Therefore, Coin Sciences is not liable for any damages or expenses which you or your clients (or any third party engaged in an Asset Transaction) may incur using the Services or any CoinSpark Asset Agreement. You agree to comply and to be solely liable to assure compliance by your clients with all applicable laws and regulation including, without limitation, any anti-money laundering laws, consumer protection laws and tax laws and regulations as shall be from time to time. You further acknowledge that Coin Sciences makes no representation and is not responsible for any proof of ownership of any CoinSpark Asset and will not be liable for any loss or damage incurred from the above.
3.4. No Alterations. You shall not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the CoinSpark Asset Agreements in any manner, except for allowed modifications in adapting the CoinSpark Asset Agreements for your personal business use.
3.5. Resale of Forms Prohibited. By downloading CoinSpark Asset Agreements, you agree that the CoinSpark Asset Agreements you download may only be used by you for your CoinSpark Assets and/or Underlying Assets and may not be sold, leased or otherwise redistributed without the express prior written consent of Coin Sciences.
3.6. No Attorney-Client Relationship. Coin Sciences is not a professional counsel, and does not enter into attorney-client relationships with you. You agree that your access and use of the CoinSpark Asset Agreements does not create an attorney-client relationship between you and Coin Sciences, and whatever you disclose to us will not be privileged or confidential unless otherwise provided in these Terms.
3.7. Your Liability towards Third Parties. You hereby acknowledge and agree to be solely liable for any issues related to your engagement with clients or other third parties in any CoinSpark Asset Agreement or otherwise in relation to your use of the Site and Services. Among others, you shall be solely liable for any payments required to be made to such third parties and you shall indemnify Coin Sciences for any damages incurred by it in connection with the above, including, without limitations, in connection with any claims by such third parties.
3.8. Disclaimer of Warranties. WITHOUT DEROGATING FROM THE PROVISIONS OF SECTION 10 HEREIN, YOU ACKNOWLEDGE AND AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOUR USE OF THE COINSPARK ASSET AGREEMENTS IS AT YOUR SOLE RESPONSIBILITY AND RISK, AND THAT THE COINSPARK ASSET AGREEMENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COIN SCIENCES AND ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, SERVICE PROVIDERS, REPRESENTATIVES OR AFFILIATES (“COIN SCIENCES’ RELATED PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATED TO THE COINSPARK ASSET AGREEMENTS, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABIILTY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The CoinSpark Asset Agreements may be inappropriate for your particular circumstances. Furthermore, state laws may require different or additional provisions to ensure the desired result. You should consult with legal counsel to determine the appropriate legal or business documents necessary for your particular transactions, as the CoinSpark Asset Agreements are only samples and may not be applicable to a particular situation.
3.9. No Liability. WITHOUT DEROGATING FROM THE PROVISIONS OF SECTION 11 HEREIN, IN NO EVENT WILL COIN SCIENCES BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST SAVINGS OR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF YOUR USE OR INABILITY TO USE THE COINSPARK ASSET AGREEMENTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4. Term and Termination of Right to use the Services
4.1. The term of these Terms shall commence on the date you accept these Terms and shall continue indefinitely unless otherwise terminated in accordance with these Terms.
4.2. You agree that Coin Sciences may for any reason, in its sole discretion and without notice, prevent your use of the Services. Grounds for such prevention may include (but are not limited to): (i) violation of the letter or spirit of these Terms; (ii) fraudulent, harassing or abusive behavior; or (iii) behavior that is harmful to other users, third parties, or the business interests of Coin Sciences.
4.3. If Coin Sciences believes, in its sole discretion, that a violation of these Terms or any illegal or inappropriate behavior has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior on the Services or Site. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone believed to have violated these Terms or to have engaged in illegal behavior on the Site, including disclosing to such law enforcement authorities any information and data in our possession. Any such action shall not affect your obligations to Coin Sciences under these Terms (including but not limited to your payment obligations, or the provisions of these Terms regarding intellectual property, indemnification and limitation of Coin Sciences’ liability).
It is your responsibility to determine what, if any, taxes apply to your engagement with Coin Sciences and/or to any Asset Transactions conducted by you using CoinSpark Asset Agreements, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. Coin Sciences is not responsible for determining whether taxes apply to your any of the above transactions, or for collecting, reporting or remitting any taxes arising from any such transactions. You are hereby advised to consult in such matters with certified public accountants or lawyers in the applicable jurisdictions.
6. Intellectual Property
Coin Sciences owns the Services and Site, including all worldwide intellectual property rights in the Services and Site and their content, trademarks, service marks, and logos contained therein. You may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Site, Services or any content, except as expressly permitted by Coin Sciences in writing. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Services, Site or their content. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, or trade name of Coin Sciences or any third party, except as expressly permitted by Coin Sciences in writing.
You are not required to provide us with any feedback or suggestions regarding the Site or Services. However, should you provide us with comments or suggestions regarding the Site or the Services, then you agree that no such feedback shall be subject to any obligation of confidentiality, that all rights in such feedback shall be exclusively owned by us, and that we may use or publish such feedback at our discretion, without any liability or obligations to compensate you for such use.
7. Rules of Use
You may not, nor may you assist other parties to (a) copy, modify, or create derivative works of the Services, Site or content of any of the Services of Site, (b) reverse-engineer, disassemble, or attempt to derive the source code of the software used to provide the Site or Services, (c) attempt to disable or circumvent any security or access control mechanism of the Site or Services, or (d) design or assist in designing cheats, exploits, automation software, bots, hacks, modes or any other unauthorized third-party software to modify or interfere with the Site or Services.
You agree that you will not: (a) solicit another person’s password or other personal information under false pretenses; (b) impersonate another user or otherwise misrepresent yourself in any manner whether to another user, to us, or otherwise; (c) violate the legal rights of others, including defaming, abuse, stalking or threatening users; (d) infringe the intellectual property rights, privacy rights, or moral rights of any third party or Coin Sciences, (e) violate any applicable law, rule or regulation, (f) circumvent, disable, or otherwise interfere with security-related features of the Site or Services or features that prevent or restrict use or copying of any Services or Site content; or (g) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or detrimentally interfere with, intercept, or expropriate any system, data, or information. Violation of any of these prohibitions shall be cause for immediate suspension or termination of your right to use the Services, provided that such suspension or termination shall not impair Coin Sciences’ right to exercise any other remedy available to it under any applicable law.
CoinSpark makes reasonable efforts to ensure that its technology keeps your CoinSpark Assets and your information safe and secure. However, no method of electronic storage is 100% secure. Therefore, while we strive to use commercially acceptable means to protect your CoinSpark Assets and your information, we cannot guarantee its absolute security. EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE DISCRETION AND RISK. THE SITE, AND SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT WARRANTIES OF ANY KIND. COIN SCIENCES EXPRESSLY DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES OF ANY KIND RELATING TO THE SITE AND SERVICES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. Coin Sciences does not give any advice regarding the risk or suitability of any trade, transaction or investment strategy. You shall not hold Coin Sciences or any of Coin Sciences Related Parties liable for any business decisions or choices made by you or your clients. No advice or information, whether oral or written, obtained by you from Coin Sciences, shall create any warranty not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.
Coin Sciences makes reasonable commercial efforts in order to make sure that the Services are available at all times, however Coin Services does not warrant the availability of the Services or any part thereof and shall not be responsible for any damages or expenses incurred by you as a result of the unavailability of the Services or any part thereof, any errors in using the Services, any Asset Transactions not performed as a result of any errors and any other incidents and events which are not entirely under Coin Sciences’ control.
9. Limitation Of Liability
Coin Sciences does not guarantee the value of Bitcoin. You acknowledge that the price or value of Bitcoin can change rapidly, decrease, and potentially even fall to zero. You acknowledge that holding or using Bitcoin is high risk.
Coin Sciences does not guarantee the value, condition, compatibility or any other feature of the CoinSpark Assets or Underlying Assets. CoinSpark Assets and their respective Underlying Assets are the sole responsibility of the users of the Site and Services. While each user must comply with these Terms and non-compliance may result in termination of the right to use the Services, Coin Sciences does not undertake to monitor such compliance and may act where non-compliance is detected as shall be decided in accordance with its sole discretion, as described in these Terms.
Coin Sciences is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on any of the Site or Services or combination thereof, including any injury or damage to users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Site or Services. Under no circumstances shall Coin Sciences be responsible for the conduct of third parties, including any users of the Site or Services, whether online or offline, and operators of external sites.
IN NO EVENT SHALL COIN SCIENCES OR ANY OF ITS RELATED PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES, WHETHER OR NOT THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT COIN SCIENCES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN THE EVENT THAT DESPITE THE INTENTION OF THE PARTIES, COIN SCIENCES IS ASSIGNED ANY LIABILITY FOR DAMAGES, THAN IN NO EVENT SHALL COIN SCIENCES’ CUMULATIVE LIABILITY TO YOU EXCEED THE HIGHER OF EITHER (A) $100; OR (B) THE AMOUNTS PAID BY YOU DIRECTLY TO COIN SCIENCES IN THE THREE (3) MONTHS PRECEDING THE APPLICABLE CLAIM.
10. Linked Sites
The Site or Services may contain links or advertisements to websites, services or resources belonging to third parties. Such websites may also include links to the Services or Site. We urge our users to exercise caution in using third party sites. We have no control over such sites, services or resources and all use of the foregoing is at your own risk. Additionally, we do not accept responsibility for any payments processed or submitted through such third party sites. You acknowledge and agree that we are not responsible for the availability of such websites or resources, which may collect data or solicit personal information from you, and we are not responsible or liable for any advertising, products, or other materials available on such websites. Third parties provide their own terms and conditions and privacy policies and any claims in regard to the services provided or content contained therein shall be directed to such third parties.
You agree to indemnify, defend, and hold harmless Coin Sciences and any Coin Sciences Related Parties, against any and all claims, damages, or costs or expenses (including reasonable attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer or password; (b) your violation of any law or regulation; (c) your infringement of any right of any third party; and (d) any other matter for which you are responsible hereunder or under law. You agree that your use of the Site and Services (including, without limitation, provision of services in connection with the Site) shall be in compliance with all applicable laws, regulations and guidelines.
These Terms shall be governed by the laws of England, exclusive of its choice of law rules, and without regard to the United Nations Convention on the International Sales of Goods. Your conduct may also be subject to other local, state, and national laws. Any dispute arising under these Terms or concerning the Services shall be subject to the exclusive jurisdiction of the competent courts in London, United Kingdom. Any cause of action against Coin Sciences must be brought within one (1) year of the date such cause of action arose. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between you and Coin Sciences or enables you to act on behalf of Coin Sciences. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between Coin Sciences and you pertaining to the subject matter hereof. Any notices that we may be required to provide to you, whether under law or according to these Terms, may be provided by Coin Sciences to any contact information you have provided in your account information, including through email. You expressly agree to the receipt of such communications and notices in such manner. We may at any time, without prior notice, assign any and all of our rights under these Terms to any other entity. You may not assign any rights hereunder without our prior written consent. Nothing contained in these terms shall be construed to limit the actions or remedies available to Coin Sciences with respect to any prohibited activity or conduct. Non-enforcement of any term of these Terms does not constitute consent or waiver, and Coin Sciences reserves the right to enforce such term at its sole discretion. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
Last updated: September 2014