COINTELLER INC - TERMS OF SALE
Last Updated: December 1, 2015
PLEASE READ THESE TERMS OF SALE CAREFULLY. BY CREATING AN ACCOUNT WITH US, OR PURCHASING OR SELLING ANY VIRTUAL CURRENCY VIA ANY OF OUR AUTOMATED OR ATTENDED VIRTUAL CURRENCY KIOSKS (“Kiosks”), YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SALE AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT CREATE A COINTELLER ACCOUNT, OR PURCHASE OR SELL ANY VIRTUAL CURRENCY VIA ANY KIOSK.
CoinTeller Inc. d/b/a XBTeller (“CoinTeller,” “XBTeller,” “us,” "our" or “we,”) and our official agents (together "CoinTeller Parties") sell and purchase virtual currency through kiosks, online, and through various direct to client services we may offer. Your purchase or sale of virtual currency through a Kiosk or from any official agent by whatever means, and your use of our website https://xbteller.com (the “Site”) and our mobile application (collectively, the “Services”), are each governed by these Terms of Sale. By using our Services you acknowledge that any transaction is conducted solely between you and CoinTeller or its Agent and not on behalf of or for the benefit of any third party. CoinTeller reserves the right to change or modify these Terms of Sale at any time and in our sole discretion. The amended Terms of Sale will be effective immediately. We encourage you to review these Terms of Sale each time you use the Services to ensure that you understand the terms and conditions that apply to your transactions using the Services.
1. USER INFORMATION
By using the Services, you represent and warrant that you (a) are of legal age to form a binding contract; (b) have not previously been suspended or removed from using our Services; (c) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party; (d) are under the control of, or a national or resident of any country to which the United States has embargoed goods or services; (e) have not been identified as a “Specially Designated National” by the U.S. Office of Foreign Assets Control; and (f) have not been placed on the U.S. Department of Commerce’s Denied Persons List. If you are using the Services on behalf of a legal entity, you further represent and warrant that (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.
In order to use some of our Services, you must create an account with CoinTeller (“Account”), or provide information sufficient for us to verify your identity each time you use the Services. If you create an Account you agree to: (a) provide accurate, truthful and current information when creating an Account or when using one of our Kiosks; (b) use your Account and the Services only for yourself, not share access with others, and not conduct transactions for others; and (c) promptly notify us if you discover or otherwise suspect any security breaches or misuse related to your account.
1.4 Personal Information.
Prior to your use of the Services, you must provide all information requested by CoinTeller or its Agent at the Kiosk, CoinTeller or Agent representative, Site, or mobile application, which may include, but not be limited to: name, address, date of birth, social security number, driver’s license, or other government-issued picture ID (“Personal Information”). You acknowledge that CoinTeller, or one of its agents or employees, will analyze and validate your identity by reference to the Personal Information to determine whether you qualify to use the Services (“Verification Process”). Your use of the Services may be delayed during the Verification Process, and CoinTeller and its Agents disclaim responsibility for any loss, delay or other harm relating thereto. If you do not pass the Verification Process, or if you fail to provide any of the information required to access the Services, you will be denied access to the Services. If you believe your access to the Services has been wrongly denied, please contact us at firstname.lastname@example.org.
1.5 Consumer Reports.
You authorize and instruct us to procure and use “consumer reports” relating to you, as defined under the Fair Credit Reporting Act, as we reasonably deem necessary for identity verification and risk management purposes.
2. PURCHASE AND SALE ORDERS
The following terms apply to any purchase or sale of virtual currency carried out via a Kiosk, online, or through an Agent (each, an “Order”).
2.1 Order Information
You must provide all information requested by CoinTeller or its Agent through the Kiosk in connection with any Order, including: (a) for purchase Orders, the amount of U.S. dollars you intend to spend in connection with the purchase and the virtual currency wallet address to which CoinTeller Parties will send the virtual currency you purchase; and (b) for sales Orders, the amount of virtual currency you intend to sell. You are solely responsible for the accuracy of any Order information you submit.
2.2 Offer Terms
When you place an Order, you will be shown the specific terms and conditions applicable to your Order (“Offer Terms”), which will include: (i) a table showing the rates at which CoinTeller will purchase or sell virtual currency to you, which include all applicable fees (the “Rate Table”); and (ii) for sale transactions only, the Offer expiration time, which is the deadline by which the virtual currency you intend to sell to CoinTeller must be received by CoinTeller or its designated agent. For sale transactions only, you will also receive a printout of the Offer Terms that also contains a QR code with CoinTeller’s virtual currency payment address, and a cash redemption code that is activated subject to fulfillment of the conditions set forth in Section 2.3(b) below (“Sales Ticket”).
2.3 Order Completion
In order to accept CoinTeller’s offer to purchase or sell virtual currency, you must satisfy any terms and conditions stated in the Offer Terms, including without limitation, by fulfilling the requirements outlined below. (a) Purchase Order Completion. To complete your purchase of virtual currency from CoinTeller in accordance with the applicable Offer Terms, you must insert cash into the Kiosk to pay CoinTeller, whereupon CoinTeller will send the amount of virtual currency calculated by the exchange rate specified in the Offer Terms to the virtual currency wallet address you provide within a reasonable timeframe; however, we cannot guarantee that the virtual currency will be transmitted to your address within any specific timeframe. (b) Sale Order Completion. To complete your sale of virtual currency to CoinTeller in accordance with the applicable Offer Terms, the following must occur:(i) you must send virtual currency to the virtual currency address we designated in the Offer Terms (“Payment Address”), (ii) CoinTeller, or its designated agent, must confirm its receipt of such virtual currency before the Offer expiration time provided in the Offer Terms expires, (iii) scan your Sales Ticket at a Kiosk. If the foregoing steps are successfully completed and all other Offer Terms are satisfied, then you will be provided U.S. dollars by a CoinTeller representative at the kiosk location in the amount specified in the Offer Terms or the Kiosk will disburse cash in the amount of U.S. dollars specified in the Offer Terms when you scan your Sales Ticket at the Kiosk. If you do not fulfill all requirements as outlined in the applicable Offer Terms, CoinTeller will not be bound by such Offer Terms and the original Order will be cancelled. For instance, your Order will be cancelled if the timeframe provided in the Offer Terms expires before you fulfill the steps outlined in this Section 2.3. If you send an incorrect amount of virtual currency to the Payment Address, this constitutes a new offer to CoinTeller, superseding the existing Offer Terms; and CoinTeller in its sole discretion may either cancel the order and return all the virtual currency that you sent in the form of a paper wallet, net of any network or transaction fees, or accept your new offer as follows: (i) if you send more virtual currency to the Payment Address than specified in the Offer Terms, CoinTeller will honor the Offer Terms and disburse the excess amount of virtual currency in the form of a paper wallet printed by the Kiosk; or (ii) if you send less virtual currency to the Payment Address than specified in the Offer Terms, CoinTeller will round down your offer as necessary to the closest entry in the then-current Rate Table and disburse any excess amount of virtual currency in the form of a paper wallet. If your sales Order is cancelled for any reason and you have submitted virtual currency to CoinTeller, your virtual currency will be returned (net of any network and transaction fees) in the form of a paper wallet within a reasonable timeframe; however, we cannot guarantee that the virtual currency will be transmitted to your address within any specific timeframe. If your purchase Order is cancelled and you have inserted U.S. dollars into the Kiosk, your U.S. dollars will be returned. You are responsible for remaining physically present at the Kiosk to receive any cash, receipts, or paper wallets, or to input any required information. CoinTeller is not responsible for your failure to receive any U.S. dollars or virtual currency returned or disbursed in accordance with these terms.
Upon completion of a purchase transaction, you will either be provided with a paper wallet containing your virtual currency, or the virtual currency will be transferred to your designated virtual currency address, and if you choose an emailed receipt that contains the Offer Terms and actual amount of virtual currency purchased from CoinTeller. Upon your placement of a sales Order, you will be provided with a Sales Ticket as described above. After CoinTeller has received your virtual currency, and after CoinTeller has dispensed U.S. dollars to you via one of our Kiosks, you will be provided with a printed sales receipt that contains the Offer Terms and the amount of U.S. dollars dispensed to you.
2.5 Estimated Delivery.
For purchase transactions, CoinTeller or its Agent will send virtual currency to your designated address within a reasonable timeframe, but cannot guarantee that the virtual currency will be transmitted to your address within any specific timeframe. The amount of virtual currency that is transmitted to your address, however, will not be any different than the amount stated in the sales receipt that is provided to you in your Order, subject to any applicable fees. For sales transactions, CoinTeller will dispense U.S. dollars to you after it has confirmed receipt of the virtual currency that you sent to CoinTeller’s wallet address or its designated agent’s address, and you scan your Sales Ticket at a Kiosk. CoinTeller may wait for one or more confirmations of payment from the virtual currency network as it reasonably deems necessary prior to disbursing cash.
2.6 Funds Sources Accepted.
Kiosks will only accept and disburse cash and virtual currency as described in Section 2.3 above.
2.7 Conditions and Restrictions.
We may, at any time and in our sole discretion, refuse or reject any Order, impose limits on the Order amount permitted, or impose other conditions or restrictions upon your Order without prior notice. For instance, we may refuse to execute your Order if you are a resident of a state where we do not offer purchase or sale transactions, or we may refuse to execute your Order if the amount of the Order exceeds certain daily limits. Our default user limits are $1,000 per day for user purchases of virtual currency, and $500 per transaction for user sales of virtual currency, with a maximum of 2 transactions daily. To be considered for higher transaction limits, please email CoinTeller at email@example.com with “Transaction Limit Request” in the subject line.
It is your responsibility to determine what, if any, transactions you complete using the Services, and any profit or loss you obtain therefrom. You are responsible for any sales, use, value-added, or similar transfer taxes that are imposed in connection with the Service. We reserve the right to collect or recover such taxes from you at any time where required or permitted by law.
2.B. PURCHASE AND SALE ONLINE OR DIRECT TO CLIENT
For all sales of virtual currency, CoinTeller or its Agent will generate a corresponding invoice and deliver that invoice to you by E-mail. Invoices are considered binding upon your receipt of invoiced virtual currency, your full or partial payment of the invoice, verbal or written agreement to the line items listed on the invoice, or Delivery of virtual currency by CoinTeller Parties to the Address or Account you specify.
Payment is required by the due date shown on your invoice. Failure to make timely payments for virtual currency that has already been delivered by CoinTeller or its Agent may be considered fraud and/or theft and you may be subject to both civil and criminal prosecution.
Until an invoice is paid in full, CoinTeller or its Agent may in their sole discretion adjust the per unit price of virtual currency up to a maximum of 1.25x the market price at the time payment is received. This change in per unit price will only be used for the benefit of CoinTeller or its Agents.
CoinTeller Parties will apply payments to unpaid invoices, whether partial or complete payments, in a manner and order determined solely by CoinTeller or its Agents.
2.B.4 Late Fees and Penalties
All exchange rates specified in the Rate Tables, Offer Terms, or Invoice for purchases and sales include any fees charged by Cointeller or its Agents. Such fees do not include any applicable taxes, which are addressed in Section 2.8 above. They also do not include any miner or virtual currency network fees.
4. CANCELLATIONS; REFUNDS
All virtual currency purchases and sales are final, and there are no refunds of either cash or virtual currency, cancellations of pending Orders, or reversals of completed Orders except as otherwise provided in these Terms of Sale or as required by law. CoinTeller and its Agents reserve the right to refuse or cancel Orders at any time, in its sole discretion.
5. ACCEPTABLE USE
By accessing and using our Service, you agree that you will not violate any law, contract, intellectual property or other third-party right, or commit a tort, and that you are solely responsible for your conduct while using our Service. You further agree that you will abide by these Terms and will not:
- Use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Service, or that could damage, disable, overburden or impair the functioning of our Services in any manner, including any physical damage or defacement of a Kiosk;
- Use our Services to pay for, support, or otherwise engage in any illegal activities, including, but not limited to illegal gambling; illegally acquired music, movies or other content; sexually-oriented materials or services; fraud; money-laundering; terrorist financing; or the purchase or sale of illegal or controlled substances.
- Use any robot, spider, crawler, scraper, or other automated means or interface not provided by us to access our services or to extract data;
- Use any hardware or software to bypass, disable, or interfere with the Services or the Verification Process;
- Use or attempt to use another user’s account without authorization;
- Attempt to circumvent any content filtering techniques we employ, or attempt to access any Services or area of our Services that you are not authorized to access;
- Develop or deploy any third-party applications, software, or hardware that interact with our Services without our prior written consent;
- Provide false, inaccurate, or misleading information; and
- Encourage or induce any third party to engage in any of the activities prohibited under these Terms of Sale
6. ASSUMPTION OF RISK
You acknowledge and agree that there are risks associated with opening an online account and utilizing the Services for the purchase and sale of virtual currency including, but not limited to, the risk of failure of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your Personal Information and other information stored with us. You acknowledge and agree that CoinTeller or Agent will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service, however caused. CoinTeller and Agent take no responsibility for and will not be liable for any losses, damages, or claims arising from the use of our Services, including, but not limited to, any losses, damages, or claims arising from (a) loss of your virtual currency due to unauthorized completion of an Order by a third party, including but not limited to unauthorized completion resulting from your leaving a Kiosk unattended while completing a transaction, (b) server failure or data loss, (c) incorrectly constructed transactions or mistyped wallet address(es); (d) "phishing," viruses, third-party attacks, or any other unauthorized third-party activities, (e) any unauthorized access to our Services via a Kiosk, your computer, or mobile device, or (f) any compromise of your Account credentials. CoinTeller and its Agents do not guarantee the value of any virtual currency. You acknowledge and understand that the price or value of virtual currency is highly volatile. Virtual currency sales via the Services depend on the availability of virtual currency to CoinTeller or cash at a Kiosk, and you acknowledge that from time to time it may be impossible to buy or sell virtual currency at any price through the Services.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, OUR SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO ANY KIOSK, SERVICE, OUR SITE, MOBILE APPLICATION, AND SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN. Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this section may not apply to you.
8. LIMITATION OF LIABILITY
IN NO EVENT SHALL COINTELLER, OUR DIRECTORS, AFFILIATES, OFFICERS, MEMBERS, EMPLOYEES, OR AGENTS (“COINTELLER PARTIES”) BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE USE OF OR INABILITY TO USE THE SERVICES, OUR SITE, MOBILE APPLICATION, OR ANY KIOSK, OR ANY ORDER, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM COINTELLER PARTIES, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO COINTELLER PARTIE'S RECORDS, PROGRAMS, OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COINTELLER PARTIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE/ MOBILE APPLICATION OR A KIOSK, ANY PURCHASE OR SALE TRANSACTION OCCURRING VIA THE SERVICES, OR TO THESE TERMS OF SALE, EXCEED THE FEES PAID BY YOU TO COINTELLER PARTIES (IF ANY) DURING THE 6 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY. THE COINTELLER PARTIES SHALL HAVE NO LIABILITY TO YOU ARISING OUT OF OR RELATING TO ANY DATA BREACH AFFECTING THE COINTELLER OR AGENT SERVICE, KIOSK, OR SYSTEMS IF COINTELLER OR AGENT HAD IN PLACE COMMERCIALLY REASONABLE AND STANDARD SECURITY PROCEDURES AT THE TIME OF SUCH BREACH. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.
You agree to defend, indemnify, and hold harmless each CoinTeller Party from any claim, demand, action, damage, loss, cost, or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) your use of, or conduct in connection with, our Services, Site, mobile application, or any Kiosk; (b) your violation of these Terms of Sale; or (c) your violation of any rights of any other person or entity. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding and determine whether we wish to settle it, and if so, on what terms.
10. APPLICABLE LAW; ARBITRATION
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. You and CoinTeller agree to arbitrate any dispute arising from these Terms of Sale or your use of any Kiosk, the Services, Site, or mobile application, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and CoinTeller agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to CoinTeller shall be sent to CoinTeller Inc, PO Box 39368, Denver, CO 80239. You and CoinTeller further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in Denver, Colorado; (c) that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and (d) that the state or federal courts in Denver, Colorado have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by these Terms of Sale and the laws of the State of Colorado and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND COINTELLER WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR REPRESENTATIVE ACTION OR PROCEEDING.
Notwithstanding anything to the contrary herein, CoinTeller reserves the right, without notice and in its sole discretion, to terminate your permission to use the Services or your Account, and to block or prevent your future access to and use of all or part of the Services or your Account.
(a) Severability. The invalidity or unenforceability of any of these Terms of Sale shall not affect the validity or enforceability of any other of these Terms of Sale, all of which shall remain in full force and effect.
(b) Survival. Sections 7-10 and 12 shall survive any termination or expiration of these Terms of Sale.