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Terms

Last updated: December 22, 2025

This Terms of Service (“Agreement”) is a binding contract between you, an individual or entity user or authorized representative of such user (“you”) and Amalgamated Token Services Inc. (“ATS”) and its wholly owned subsidiaries, CoinList Services LLC, and CoinList Community Services Ltd. (collectively with ATS, “CoinList”) (also herein referred to as “we,” “us” or “our”). This Agreement governs your use of any website that links to these terms, including https://coinlist.co/ (and all related subdomains) and its mobile applications (“Site”) and the services we provide (“Services”) regarding Digital Assets (“Digital Assets”) (sometimes called cryptocurrency) like Bitcoin, Ether, and Solana on the CoinList platform. Our products and services are sometimes provided through local operating entities that are subsidiaries of ATS. Your sole and exclusive counterparty to this Agreement is set forth below:

  1. If you reside in the United States, and are participating in a token sale, CoinList Services, LLC, 333 Bush Street, 4th floor, San Francisco, CA 94104, USA.

  2. If you reside in the European Union, and are participating in a token sale, CoinList Italy s.rl. Roma (RM) Piazza Del Popolo 18 CAP 00187.

  3. If you reside in any other country not set forth in Section 1 or 2 above and are participating in a token sale - CoinList Community Services Ltd., Office 18A, 19 Waterfront Drive, Road Town, Tortola, VG 1110 British Virgin Islands.

In addition to providing access to our Site, our Services may include providing KYC/AML compliance tools, access to one or more third party hosted Digital Asset wallets to track, manage, and arrange the transfer of supported digital currencies, and such other additional services as CoinList may offer from time to time. CoinList is not a bank, broker-dealer, tax advisor, or investment adviser and does not offer these or any related services.

BY ACCESSING OR USING THE SITE OR OUR SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT INCLUDING THOSE RELATED TO LIMITATIONS OF LIABILITY AND ARBITRATION, AS WELL AS OUR PRIVACY POLICY AND E-SIGN CONSENT POLICY. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO, AND MUST NOT, ACCESS THE SITE OR USE OUR SERVICES.

Part 1: General Use

Eligibility

To be eligible to use our Site and Services you must be at least 18 years old and meet other threshold criteria as determined by CoinList in its sole discretion. For example, we prohibit certain types of entities and individuals from using our Site and Services including, but not limited to, foreign financial institutions, foreign shell banks, private banking accounts, senior foreign political figures, FINRA employees, and US broker-dealer employees.

Amendments

We may amend, modify, or add terms to this Agreement by posting it on the Site or emailing the revised Agreement to you, and the revised Agreement shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your Account. You agree that we shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Services, except to the extent otherwise expressly set forth herein.

CoinList Accounts

In order to use CoinList, you will need to register for a CoinList Account (a “CoinList Account” or your “Account”). We may, in our sole discretion, refuse to open an account for you, or limit the number of CoinList Accounts that you may hold (generally, one). Note that depending on your jurisdiction, you may be required to meet additional qualifications.

Identity Verification

During registration of your CoinList Account, you agree to provide us with any information we may request for the purposes of identity verification and so that we can, among other things, fulfill our obligations to detect illegal activity such as money laundering, terrorist financing, and fraud. You also agree to permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use the Services. Your access to our Services may be limited, altered, or refused as a result of information collected about you during the initial onboarding procedures and on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, and address, telephone number, e-mail address, date of birth, taxpayer identification number, a government issued identification. In providing us with this or any other required information, you confirm that the information is true, accurate and complete. You agree to promptly update your identity information upon any changes. You authorize us and our third-party service providers to make inquiries that we use to verify your identity or to protect you and/or us against fraud or other financial crime, and to take all action as a result of such inquiries. You acknowledge and agree that your personal information may be disclosed to check credit references and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. Please note this is an identity check only and should have no adverse effect on your credit rating. These inquiries may include, but are not limited to, authorizing your wireless operator to use your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided with your wireless operator account profile information for the duration of the business relationship. CoinList shall not be liable for any loss suffered as a result of such inquiries. Additionally, we may require you to wait some amount of time before permitting you to use certain Services.

Risks

You agree and understand that your access and use of the Site and Services is at your own risk. Risks include, but are not limited to substantial or total loss when buying, selling, or holding Digital Assets; legislative and regulatory changes or actions that may adversely affect the use, transfer, exchange and value of Digital Assets; Digital Assets are not insured by the United States Federal Deposit Insurance Corporation (“FDIC”) or United States Securities Investor Protection Corporation (“SIPC”) and do not receive any other similar protections in other jurisdictions; and Digital Assets may have an increased risk of fraud or cyber attack. For additional information, see our Risk Disclosure. CoinList makes no representations regarding the likelihood or probability that your participation on the Site or in our Services will achieve a particular outcome or goal.

You are fully responsible for the security of your account and all activities in connection with your credentials. Always log into your CoinList Account through the CoinList Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice. CoinList shall not bear any liability, whatsoever, for any damage(s) or interruption(s) caused by but not limited to any phishing, spoofing, social engineering, computer virus, or other malicious code(s) that may affect your computer or other devices used by you to access your CoinList Account. You agree to use software which may include virus screening and other malware prevention software to protect your device(s). Please be aware that SMS and email services are vulnerable to spoofing and phishing attacks and you should use care in reviewing messages purporting to originate from CoinList. CoinList will NEVER call or direct message you via social media to inform you about any upcoming offerings or ask for permission to remote into your device(s). Always log into your CoinList Account through the official CoinList site, coinlist.co. Always review your transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice. You can also go to CoinList’s Official Twitter or Telegram Account as an official source to find new announcements regarding upcoming offerings or other exclusive events being hosted by CoinList. When in doubt, reach out to the CoinList Support Team at  https://support.coinlist.co/en/support/tickets/new to verify the authenticity of any communications you have received.

Part 2: Limitation of Liability; No Warranty

Limitation of Liability

IN NO EVENT SHALL COINLIST, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (A) FOR ANY AMOUNT GREATER THAN THE VALUE OF THE SUPPORTED DIGITAL ASSET REFLECTED IN YOUR COINLIST ACCOUNT OR (B) FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH EITHER THE AUTHORIZED OR UNAUTHORIZED USE OF THE SITE OR SERVICES, OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF A COINLIST REPRESENTATIVE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF COINLIST’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW OR EXCEPT IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES.

No Warranty

SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COINLIST SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. COINLIST DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE SERVICES, INCLUDING MOBILE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE AND WILL NOT BE LIABLE FOR ANY LOSSES RELATING THERETO. COINLIST DOES NOT GUARANTEE THAT ANY ORDER WILL BE ACCEPTED OR EXECUTED.

Part 3. CoinList Services

Token Sale Services

CoinList provides a software-based technology platform that enables third-party digital asset projects (each, an “Issuer”) to conduct token distribution events or similar offerings directly with users. CoinList’s role is strictly limited to providing certain technical infrastructure, user interfaces, allocation or auction mechanics, compliance screening, and communications functionality in connection with such events.

For the avoidance of doubt, CoinList does not offer, sell, issue, distribute, transfer, exchange, or otherwise dispose of any tokens, does not act as a principal, agent, broker, dealer, intermediary, placement agent, or counterparty in any token transaction, and does not participate in the negotiation or execution of any token purchase or sale. Any tokens made available through the Token Sale are offered and sold, if at all, directly by the applicable Issuer to you, and any transfer of tokens occurs directly between the Issuer and your wallet.

CoinList does not receive, hold, custody, transmit, safeguard, or control fiat currency, digital assets, or other property belonging to users in connection with the Token Sale Services, does not execute or sign blockchain transactions on behalf of any user or Issuer, and does not have the ability to reverse, cancel, or modify any blockchain transaction.

Non-Custodial Wallets and Third-Party Wallet Providers

As a condition to participating in any token distribution event, you must connect a compatible non-custodial digital asset wallet. You may elect to use a wallet created or facilitated through a third-party wallet service provider selected by CoinList from time to time (each, a “Wallet Provider”) or connect a wallet that you independently create and control. Any wallet services are provided solely by the applicable Wallet Provider pursuant to its own terms and conditions and not by CoinList. If you chose to use the Wallet Provider, you will be required to accept such provider’s terms and conditions.

CoinList does not have title, access to, custody of, or control over your private keys, seed phrases, passwords, recovery phrases, or other credentials associated with your wallet and is unable to retrieve, reset, or restore wallet access for any reason. You acknowledge and agree that loss, compromise, or misuse of wallet credentials may result in the permanent and irreversible loss of digital assets, and that CoinList shall have no responsibility or liability whatsoever for any such loss.

CoinList’s transition to non-custodial services will also apply to customers in Italy and the European Union and forms part of our long-term strategy for MiCA compliance. In alignment with our strategic roadmap, CoinList plans to submit its MiCA application after 30 December 2025. We will provide further updates on the MiCA process and clear instructions on the orderly wind-down of custodial services for Italian and EU customers as soon as the relevant regulatory guidance from the Italian authorities is finalized.

Fees

Unless, explicitly stated otherwise, CoinList does not charge users any fees for participation in token distribution events through the Token Sale Services. CoinList may receive fees or other compensation from Issuers in consideration for providing access to the Token Sale Services and related technical, operational, and compliance services.

Part 4: General Provisions

Limited License

We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the CoinList Site, and related content, materials, information (collectively, the “Content”) solely for approved purposes as permitted by CoinList from time to time. Any other use of the Site or Content is expressly prohibited and all other right, title, and interest in the Site or Content is exclusively the property of CoinList and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, delete or modify, interfere with, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. The website “https://coinlist.co/”, “CoinList”, and all logos related to CoinList or displayed on the Site are either trademarks or registered marks of CoinList, its affiliates or its licensors and are protected by copyright or other intellectual property rights. You may not copy, imitate, or use them without our prior written consent.

Website Accuracy

The CoinList Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, such as, but not limited to, information regarding our policies, products, and Services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including, without limitation, websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Site.

Third-Party Applications

If you grant express permission to a third party to access or connect to your CoinList Account or otherwise use our Site or Services on your behalf, you acknowledge that granting permission does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of such third party. Further, you acknowledge and agree that you will not hold CoinList, its affiliates, and service providers responsible for, and will indemnify them from, any liability arising out of or related to any act or omission of any third party. You may change or remove permissions granted by you to third parties with respect to your CoinList Account at any time by contacting https://support.coinlist.co/en/support/tickets/new

Prohibited Use

In connection with your use of the Services, and your interactions with other users and third parties, you agree and represent that you will not engage in any Prohibited Business or Prohibited Use, as defined in Appendix 1 herein. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. If we determine, in our sole and absolute discretion, that your account or use of our Services is associated with a Prohibited Use or a Prohibited Business, we reserve the right to cancel or suspend your CoinList Account, block your transactions, freeze your funds, or take any other action we deem necessary or appropriate. We reserve the right to take any of these actions immediately, indefinitely, and without notice to you.

Suspension, Termination, and Account Closure

CoinList may: (a) suspend, restrict, or terminate your access to any or all of the Services, and/or (b) deactivate or close your account if: we are so required by a facially valid subpoena, court order, or binding order of a government authority; we reasonably suspect you of using your CoinList Account in connection with a Prohibited Use or Business; your use of your CoinList Account or our Services is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your activity; our service partners are unable to support your use; or you take any action that CoinList deems as circumventing our controls, including, but not limited to, opening multiple CoinList Accounts or abusing promotions which CoinList may offer from time to time. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our compliance with applicable law and regulations, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.

If CoinList suspends or closes your account, or terminates your use of the Services for any reason, we will attempt to provide you with notice of our actions unless a law, rule, regulation, court order or other legal requirement or regulatory process prohibits CoinList from providing you with such notice. You acknowledge that CoinList’s decision to take certain actions, including limiting access to, suspending, or closing your Account, may be based on confidential criteria that are essential to CoinList’s risk management and security protocols. You agree that CoinList is under no obligation to disclose the details of its risk management and security procedures to you.

You may cancel your CoinList Account at any time. You will not be charged for canceling your account. You authorize us to cancel or suspend any pending transactions at the time of cancellation. If you cancel your account, you may still use your digital asset wallet through the Wallet Provider under such provider’s terms and conditions.

Death of Account Holder

If we have reason to suspect your death, we will freeze your Account, and no transactions may be completed until we ascertain the fact of your death. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain this information and if applicable, your designated beneficiary. If we receive confirmation of your death and information on your designated beneficiary in a form satisfactory to us, we will work with your designated beneficiary in taking appropriate action to transfer the account.

Relationship of the Parties

CoinList is an independent contractor for all purposes. Nothing in this Agreement shall deem or cause you and CoinList to be treated as partners, joint venturers, or otherwise as joint associates for profit.

Privacy of Others

If you receive information about another user through CoinList, you must keep the information confidential and only use it in connection with our Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user's express consent to do so. Additional information regarding our Privacy Policy can be found here.

Password Security; Contact Information

You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access your CoinList Account and our Services. You should only give such information to individuals who have the authority to take actions on your behalf, and we assume that such individuals have such authority. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your CoinList Account by third parties and the loss or theft of any Digital Asset and/or funds held in your account with our Wallet Provider. You are responsible for keeping your personal information up to date in your Account Profile in order to receive any notices or alerts that we may send you. You are responsible for checking your balances and your transaction history. WE ASSUME NO RESPONSIBILITY FOR ANY LOSS THAT YOU MAY SUSTAIN DUE TO A COMPROMISE OF ACCOUNT LOGIN CREDENTIALS FOR WHICH WE HAVE NO CONTROL AND/OR YOUR FAILURE TO FOLLOW OR ACT ON ANY NOTICES OR ALERTS THAT WE MAY SEND TO YOU. In the event you believe your account information has been compromised, contact CoinList Support immediately at https://support.coinlist.co/en/support/tickets/new

Taxes

You acknowledge that it is your sole responsibility to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities.

Further, you understand and acknowledge that CoinList does not provide tax or legal advice. CoinList may also undertake to disclose additional information about activities on its Site to relevant authorities if and when appropriate to do so, as CoinList determines in its sole and absolute discretion.

No Advice

You expressly acknowledge and agree that CoinList does not provide brokerage, exchange, trading, custody, clearing, settlement, payment processing, money transmission, or similar regulated financial services. CoinList is not a broker, dealer, broker-dealer, exchange, custodian, trustee, transfer agent, clearing agency, money services business, or payment processor, and is not registered or licensed as any of the foregoing in any jurisdiction.

CoinList does not provide investment advice, investment recommendations, or investment research, and does not provide legal, tax, accounting, or other professional advice. CoinList does not determine, opine on, or represent whether any token is a security or otherwise subject to any regulatory regime, and makes no representation or warranty regarding the legal or regulatory status of any token, Issuer, or token distribution event.

Issuer Terms; No Responsibility for Issuer Materials

Each token distribution event made available through the Token Sale Services is governed by separate terms, conditions, disclosures, and documentation provided by the applicable Issuer (collectively, the “Issuer Terms”). As a condition to participating in any token distribution event, you must review and affirmatively accept the Issuer Terms. Any token purchase or acquisition you make is governed exclusively by the Issuer Terms and constitutes a transaction solely between you and the Issuer.

CoinList does not prepare, review, verify, audit, endorse, or assume any responsibility for any Issuer Terms or other materials provided by an Issuer, including any descriptions of tokens, token economics, rights or obligations associated with tokens, use of proceeds, technical functionality, roadmaps, timelines, risk factors, or regulatory disclosures. All such materials are provided solely by the Issuer, and CoinList makes no representation or warranty, express or implied, as to their accuracy, completeness, sufficiency, or reliability. The inclusion of any Issuer or token distribution event on the Token Sale Services does not constitute an endorsement, approval, or recommendation by CoinList.

Risk Acknowledgment

You acknowledge and agree that participation in token distribution events and the acquisition, holding, use, or transfer of digital assets involve significant risks, including the risk of complete loss of value. Such risks include, without limitation, vulnerabilities or failures in smart contracts or underlying blockchain protocols, cybersecurity incidents, regulatory or legal changes or enforcement actions, Issuer fraud, misconduct, or insolvency, technological failures, and market volatility. You assume all risks associated with your participation in any token distribution event and acquisition or use of any token or Wallet Provider.

No Reliance

You acknowledge and agree that you do not rely on CoinList, the Token Sale Services, or any information made available by CoinList in deciding whether to participate in any token distribution event or to acquire any token. You further acknowledge that CoinList does not solicit, recommend, or advise you with respect to any Issuer or token, and that you conduct your own independent investigation, analysis, and evaluation of each token distribution event and Issuer.

Part 5: Customer Feedback, Queries, Complaints, and Dispute Resolution.

Contact CoinList

If you have any feedback, questions, or complaints, contact us at https://support.coinlist.co/en/support/tickets/new or send correspondence to 333 Bush Street, 4th floor, San Francisco, CA 94104. When you contact us, please provide us with your name, address, and any other information that we may need to identify you, your CoinList Account, and the transaction on which you have feedback, questions, or complaints. If you prefer to call us, you can reach us at 212-500-1159.

Arbitration

CoinList will make all good faith efforts to resolve matters with Users. CoinList maintains a support team that is available to its Users to communicate their disputes. However, the parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, enforcement, interpretation or validity thereof, including the determination of the scope and applicability of this agreement to arbitrate, shall be determined by arbitration in Manhattan, New York, USA before one (1) arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment rendered in the arbitration will be deemed binding and final, judgment on the award may be entered into any court having jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. If we cannot find a mutually agreeable resolution, you and we agree that any dispute arising under this Agreement shall be finally settled in binding arbitration, on an individual basis, conducted by a single, neutral arbitrator in the New York, New York in accordance with the JAMS rules for arbitration of consumer-related disputes (accessible at https://www.jamsadr.com/rules-comprehensive-arbitration ).

The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitral decision may be enforced in any court. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. If the arbitrator(s) or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding in a court. We will pay additional fees or costs if required to do so by the JAMS rules or applicable law. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys' fees. Unless specifically excepted in this Part 8, each Party will be responsible for any other fees or costs that the Party may incur. If a court decides that any provision of this Part 8 is invalid or unenforceable, that provision shall be severed and the other parts of this section and the remainder of this Agreement will continue to apply.

Exceptions

Notwithstanding Part 8 (2), nothing in this Agreement will be deemed to waive, preclude or otherwise limit the right of either party to:

  • bring an individual action in small claims court;

  • pursue an enforcement action through the applicable federal, state or local agency if that action is available;

  • seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or

  • file suit in a court of law to address an intellectual property infringement claim.

Waiver

YOU ACKNOWLEDGE AND AGREE THAT BY ENTERING THIS AGREEMENT:

  • YOU AND COINLIST EACH WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION;

  • TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION.

Part 6: Other Provisions

Release of CoinList; Indemnification

If you have a dispute with one or more users of our Services, you release CoinList, its service providers, and each of their respective officers, directors, agents, joint venturers, employees, and representatives from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold CoinList, its affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees, and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees, or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement or your violation of any law, rule, or regulation, or the rights of any third party.

Entire Agreement

This Agreement, the Privacy Policy, E-Sign Consent, onboarding representations, appendices incorporated by reference herein, together with any other ancillary or transaction agreement, if any, comprise the entire understanding and agreement between you and CoinList as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including, without limitation, any prior versions of this Agreement), and every nature between and among you and CoinList. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.

Assignment

You may not assign any rights and/or licenses granted under this Agreement. We reserve the ability to assign our rights without restriction, including, without limitation, to any CoinList affiliates or subsidiaries, or to any successor in interest of any business associated with CoinList. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

Severability

If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation, or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

Change of Control

In the event that CoinList is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign this Agreement and any information we have collected from you as part of such merger, acquisition, sale, or other change of control.

Survival

All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, CoinList Account cancellation, debts owed to CoinList, general use of the CoinList Site, disputes with CoinList and general provisions, shall survive the termination or expiration of this Agreement.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of (a) Italy, if you are located in the European Union; (b) the State of Delaware, if you are located in the United States; or (c) the British Virgin Islands, if you are located in any other jurisdiction, in each case without regard to conflicts-of-law principles.

Financial Regulation

The Services we provide are currently not regulated by the BVI Financial Services Commission Authority (“FSC”). As such, your Account is not protected by the FSC, and you will have no recourse to the FSC in the event of a complaint relating to Services.

Force Majeure

We shall not be liable for delays, failure in performance or interruption of Services which result directly or indirectly from any cause or condition beyond our reasonable control, including, but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, pandemics, other catastrophe or any other occurrence which is beyond our reasonable control. These provisions shall not affect the validity and enforceability of any remaining provisions.

English Language Controls

Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in and meaning of the original English.

Non-Waiver of Rights

This Agreement shall not be construed to waive rights that cannot be waived under applicable state money transmission laws in the state where you are located or under federal law.

Compliance with Local Laws

Users accessing the Site or using the Services are responsible for compliance with all applicable local laws, whether or not the Site offers tools to facilitate such compliance.

Conflict of Interest

CoinList and its employees, officers, directors, and affiliates may have interests in assets offered on the platform and may also participate in certain offerings using the site (where permitted). Our interests and the actions we take regarding such interests may be adverse to your interests.

APPENDIX 1: PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE

Prohibited Use

You may not use your CoinList Account to engage in the certain categories of activity (“Prohibited Uses”) including those listed in this section. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use, or have questions about how these requirements apply to you, please contact us at https://support.coinlist.co/en/support/tickets/new By opening a CoinList Account, you confirm that you will not use your Account to do any of the following:

Unlawful Activity

Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the countries where CoinList conducts business, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information;

Abusive Activity

Actions which impose an unreasonable or disproportionately large load on our infrastructure, or that of the Wallet Provider or detrimentally interfere with, intercept, or expropriate any system, data, or information (including the use of bots or scripts); transmit or upload any material to the Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the CoinList Site, other CoinList Accounts, computer systems or networks connected to the CoinList Site, through password mining or any other means; use CoinList Account information of another party to access or use the CoinList Site (CoinList regards the accessing of multiple CoinList Accounts from the same device to indicate potential abusive activity); or transfer your account access or rights to your account to a third party or by purchase of a CoinList account, unless by operation of law;

Abuse Other Users

Interfere with another individual's or entity's access to or use of any CoinList Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the CoinList Site about others, including without limitation email addresses, without proper consent;

Fraud

Activity which operates to defraud CoinList, its users, or any other person; provide any false, inaccurate, or misleading information to CoinList (CoinList regards temporary email addresses and disposable email addresses to be forms of misleading information);

Gambling

Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance;

Intellectual Property Infringement

Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of CoinList intellectual property, name, or logo, including use of CoinList trade or service marks, without express consent from CoinList or in a manner that otherwise harms CoinList or the CoinList brand; any action that implies an untrue endorsement by or affiliation with CoinList.

Prohibited Businesses

In addition to the Prohibited Uses described above, the following categories of businesses, business practices, and sale items are barred from CoinList ("Prohibited Businesses"). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of CoinList involves a Prohibited Business, or have questions about how these requirements apply to you, please contact us at https://support.coinlist.co/en/support/tickets/new By opening a CoinList Account, you confirm that you will not use CoinList Services in connection with any of the following businesses, activities, practices, or items:

Investment and Credit Services

Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; investment schemes;

Restricted Financial Services

Check cashing, bail bonds; collections agencies.

Intellectual Property or Proprietary Rights Infringement

Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder;

Counterfeit or Unauthorized Goods

Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen;

Regulated Products and Services

Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis;

Drugs and Drug Paraphernalia

Sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs;

Pseudo-Pharmaceuticals

Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body;

Substances designed to mimic illegal drugs

Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom);

Adult Content and Services

Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features;

Multi-level Marketing

Pyramid schemes, network marketing, and referral marketing programs;

Unfair, predatory or deceptive practices

Investment opportunities or other services that promise high rewards; Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers;

High risk businesses

Any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies of our third party providers.

Conditional Use

Express written consent and approval from CoinList must be obtained prior to using CoinList Services for the following categories of business and/or use ("Conditional Uses"). Consent may be requested by contacting us at https://support.coinlist.co/en/support/tickets/new CoinList may also require you to agree to additional conditions, make supplemental representations and warranties, complete enhanced on-boarding procedures, and operate subject to restrictions if you use CoinList Services in connection with any of following businesses, activities, or practices:

Money Services

Money transmitters, Digital Currency transmitters; currency or Digital Currency exchanges or dealers; gift cards; prepaid cards; sale of in-game currency unless the merchant is the operator of the virtual world; act as a payment intermediary or aggregator or otherwise resell any of the CoinList Services;

Charities

Acceptance of donations for nonprofit enterprise;

Games of Skill

Games which are not defined as gambling under this Agreement or by law, but which require an entry fee and award a prize;

Religious/Spiritual Organizations

Operation of a for-profit religious or spiritual organization.

User understands and agrees that the provisions contained in APPENDIX 1: PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE are material and non-negotiable terms in this Agreement. User further agrees that in the event that they violate the terms contained in the aforementioned appendix, ATS has the unilateral right to ban users from the platform, freeze and/or close a users’ account, or seize the tokens that the User is storing on ATS’s platform. The aforementioned remedies are not exhaustive, ATS reserve the rights to seek and utilize other remedies that are appropriate given the circumstance surrounding the User’s violation of the material term(s).

APPENDIX 2: VERIFICATION PROCEDURES AND LIMITS

CoinList and our affiliates collect and verify information about you in order to: (a) protect CoinList and the community from fraudulent users, and (b) to keep appropriate records of CoinList customers, and (c) manage any transaction limitations.

All customers who wish to use CoinList Services, including the sending and receiving of Digital Assets reconciled to a blockchain, are required to establish a CoinList Account by:

  • Providing your name and valid email address, password and your state and country of residence, and certify that you are 18 years or older,

  • Accepting Terms of Service, onboarding confirmations, Subscriber Agreement and Privacy Policy, and

  • Verifying your identity by submitting the following information (CoinList reserves the right to request additional information as needed; additional information may be requested of entities such as companies and trusts):

    1. Full Name

    2. Date of Birth

    3. Physical address

    4. Telephone number

  • Submitting a selfie picture from your webcam or mobile phone, as may be required.

  • Submit a copy of an acceptable form of identification (i.e. passport, state driver's license, or state identification card)

Notwithstanding these minimum verification procedures, CoinList may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any CoinList Service and/or before permitting you to engage in transactions beyond certain volume limits.

APPENDIX 3: E-SIGN DISCLOSURE AND CONSENT

This policy describes how CoinList delivers communications to you electronically. We may amend this policy at any time by providing a revised version on our website. The revised version will be effective at the time we post it. We will provide you with prior notice of any material changes via our website.

Electronic Delivery of Communications

By electronically signing this Agreement, you acknowledge and agree that such electronic signature is valid evidence of your consent to be legally bound by this Agreement and such subsequent terms as may govern the use of the Platform. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your CoinList Account and your use of CoinList Services. Communications include:

  • Terms of use and policies you agree to (e.g., the CoinList Subscriber Agreement, Terms of Service and Privacy Policy), including updates to these agreements or policies;

  • Account details, history, transaction receipts, confirmations, and any other Account or transaction information;

  • Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and

  • Responses to claims or customer support inquiries filed in connection with your Account.

We will provide these Communications to you by posting them on the CoinList website, emailing them to you at the primary email address listed in your CoinList profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification, as deemed appropriate. You accept notice by electronic means as reasonable and proper notice, for the purpose of any and all laws, rules and regulations. By giving us your consent, you accept any consequence of not reviewing the Communications in a timely manner.

Hardware and Software Requirements

In order to access and retain electronic Communications, you will need the following computer hardware and software:

  • A device with an Internet connection;

  • A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;

  • A valid email address (your primary email address on file with CoinList); and

  • Sufficient storage space to save past Communications or an installed printer to print them.

How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by contacting us at https://support.coinlist.co/en/support/tickets/new or visiting our Privacy Notice page here. If you fail to provide consent or if you withdraw your consent to receive Communications electronically, CoinList reserves the right to immediately close your Account or charge you additional fees for paper copies.

Updating your Information

It is your responsibility to provide us with a true, accurate and complete email address and your contact information, and to keep such information up to date. You understand and agree that if CoinList sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, CoinList will be deemed to have provided the Communication to you.

You may update your information by logging into your account and visiting settings or by contacting our support team at https://support.coinlist.co/en/support/tickets/new

APPENDIX 5: COINLIST BUSINESS CONTINUITY PLAN

CoinList has developed a Business Continuity and Disaster Recovery Plan ("BCDRP") on how it will respond to events that significantly disrupt its business. Since the timing and impact of disasters and disruptions is unpredictable, CoinList will have to be flexible in responding to actual events as they occur. With that in mind, CoinList is providing you with this information on BCDRP.

Contacting Us

If after a significant business disruption ("SBD") you are unable to contact us as you usually do at https://support.coinlist.co/en/support/tickets/new you should call our firm warm line (212) 500-1159 or go to the Firm's public website at https://coinlist.co/ for additional information.

Our Business Continuity Plan

CoinList plans to quickly recover and resume business operations after an SBD and respond by safeguarding its employees and property, making a financial and operational assessment, protecting the Firm's books and records and allowing its users to transact business. In short, the Firm's BCDRP is designed to permit us to resume operations as quickly as possible, given the scope and severity of the SBD.

The Firm's BCDRP addresses: data backup and recovery; all mission critical systems; financial and operational assessments; alternative communications with users, employees, and regulators; alternate physical location of employees; critical supplier, contractor, bank and counterparty impact; regulatory reporting; and assuring its users prompt access to their funds if we are unable to continue its business.

Varying Disruptions

SBDs can vary in scope, impacting only CoinList, a single building, the region, city or business district in which we are located. Within each of these areas, the severity of the disruption can also vary from minimal to severe. In the event of a disruption impacting only CoinList or the building in which we are located, we will transfer operations to a local site as needed, with the expectation to recover aim to and resume business within 2 business days. In the event a disruption is wider in scope, affecting either the region, city or business district in which we are located, we will transfer our operations to a site outside of the affected area and recover and aim to resume business within 3 business days. In the event of a disruption to the our data center, we will take steps to promptly transition to a different data center and seek to recover and resume business within one business day. In any situation, CoinList plans to continue its business and keep you informed through our public website ( https://coinlist.co/ ) and by email. If the SBD is so severe that it prevents us from continuing its business, we will endeavor to provide users' prompt access to their funds.

For more information

If you have questions about our BCDRP, please contact us at  https://support.coinlist.co/en/support/tickets/new