General Terms and Conditions of Use for Payment Services

Last updated: October 10, 2020
This User Agreement (this "Agreement") is among you, CoinPayments Inc. and Hodltech OÜ ("Hodltech").
This Agreement governs your use of the services provided by CoinPayments or Hodltech (the "Services").
By using any of the Services or signing up to use an account through www.Coinpayments.net (the
"Website") or any of our associated websites (including, without limitation, the technology and the platform
integrated therein), APIs and/or any and all related applications (collectively, the "Coinpayments Site"), you
agree that you have read, understood and accept all of the terms and conditions contained in this
Agreement, as well as all of the terms and conditions of our Privacy Policy which is hereby incorporated by
reference and forms part of this Agreement. You should read this Agreement and the Privacy Policy
carefully and in their entirety. This Agreement is effective as of the earliest date and time at which you use
any of the Services or the CoinPayments Site.


Unless otherwise stated herein, references to "CoinPayments", "we", "us" or "our" in this Agreement will

refer collectively to CoinPayments Inc, Hodltech, their respective direct and indirect subsidiaries and
affiliates and any entities under common control with CoinPayments or Hodltech. In this Agreement, "you,"
"your" or "User" means any person or entity using the Coinpayments Site or our Services and the person
to whom CoinPayments enters into this Agreement. If you do not agree to be bound by the terms and
conditions of this Agreement or the Privacy Policy, you must not use or access the Coinpayments Site or
use or access any of CoinPayments' products or Services. Any use of or access to the Coinpayments Site
or our Services means you consent to and agree to the terms and conditions of this Agreement and the
Privacy Policy. If you do not read and accept this Agreement and our Privacy Policy in their entirety, you
should not use or continue using the Coinpayments Site or our Services.


Hodltech is a licensed virtual currency wallet service provider and no partnership, joint venture, employee-employer, agency or franchiser-franchisee relationship is intended or created by this Agreement.

We do not endorse or recommend any particular virtual currency, digital asset or transaction. No content on the
Coinpayments Site nor communications with our personnel constitutes transaction, purchase or investment
advice. Independent advice should be sought where applicable and appropriate. You acknowledge and
agree that the decision to use our Services and all transaction decisions are made solely by you and we
bear no responsibility or liability for the outcome of your decisions.
CAUTION: The risk of loss in using and/or holding virtual currencies can be substantial. Therefore,
you should carefully evaluate whether you can bear the risk of using and/or holding virtual
currencies and whether it is suitable for you.


You accept and understand that this Agreement may be modified or updated by us from time to time, in our

sole discretion. We will provide you with notice of such changes by posting the revised agreement on the
Website and/or providing a copy to you. The amended Agreement will be deemed effective immediately
upon posting on the Website. Your continued use of the Site and/or our Services constitutes your
agreement to be bound by the revised agreement. 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.
Certain Services may be subject to additional terms and conditions specified by us from time to time, and
your use of such Services is subject to those additional terms and conditions, which are hereby incorporated
into this Agreement by reference.
Unless otherwise instructed, your account will be held in a general multi-client wallet managed and
overseen by Hodltech and its accounting procedures or your account may be held in a separate individual
wallet if instructed by you and when available as part of our Services.


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If you have questions about this Agreement or our Services, please also consult the FAQ section of the
Website or contact us at support@coinpayments.net.
1. Eligibility. The Coinpayments Site and our Services are not available to persons under the age of
18; persons who are suspended or removed from using the Coinpayments Site or our Services;
persons who are not in compliance with this Agreement or the Privacy Policy; and persons who are
not lawfully permitted to use our Services, cannot enter into legally binding contracts or who, in our
sole opinion, present an unacceptable level of credit, legal or reputational risk to us, our Services
or to others. Any use of the Coinpayments Site or our Services by anyone who falls within such
categories is strictly prohibited and in violation of this Agreement. In order to use the Coinpayments
Site and our Services, you must register for a personal or merchant account (an "Account") and
accept the terms of this Agreement and our Privacy Policy. We may, in our sole discretion, refuse
to open an Account for you or limit the number of Accounts that you may hold. When creating your
Account, you must provide accurate and complete information, and you must keep this information
up to date. You may never use another User's account or take virtual currency or funds from
another User's account without permission.
If you open an Account on behalf of an organization, or other entity, then (i) "you" includes you and
that entity, and (ii) you represent and warrant that you are an authorized representative of the
organization or entity with the authority to bind the organization or entity to this Agreement, and
that you agree to this Agreement on the entity's or organization's behalf.


2. Our Services.


2.1 Virtual Currency Wallet Services. Hodltech is a licensed virtual currency wallet service provider that

enables you to store, track, transfer, and manage your balances of certain supported virtual
currencies (collectively, "Virtual Currency Transactions"). We will process Virtual Currency
Transactions in accordance with the instructions we receive from you. Prior to submitting
instructions to us, you should verify all transaction information. We do not guarantee the identity of
any recipient, user, requestee or other party. You cannot reverse a Virtual Currency Transaction
once it has been broadcast to the relevant Virtual Currency network. If a Virtual Currency
Transaction has not yet been confirmed on the Virtual Currency network, Virtual Currency
associated with such transaction will be designated as pending and will not be included in your
Virtual Currency wallet balance or be available to conduct Virtual Currency Transactions. You
cannot reverse or change any Virtual Currency Transaction marked as complete or pending.
You must comply with all applicable laws, regulations, licensing requirements and third party rights
(including, without limitation, data privacy laws) in your use of the Services.
We may refuse to process or cancel any pending Virtual Currency Transaction as required by law
or any court or other authority to which we are subject in any jurisdiction. We further reserve the
right to delay any Virtual Currency Transaction if we perceive a risk of fraud or illegal activity. We
also have the right to refuse to process or cancel any Virtual Currency Transaction due to
technological issues with the blockchain software, our own software, or for other technological
reasons.
Our Services are available only in connection with those virtual currencies that we support which
may change from time to time. A full list of the virtual currencies we currently support can be found
on the Website at Supported Coins. You will not use your Account or your virtual currency wallet
to store, send, request, or receive virtual currencies in any form that we do not support (we will use
reasonable efforts to help you move or sell virtual currency that we no longer support). We assume
no responsibility or liability in connection with any attempt to use your Account or virtual currency
wallet for virtual currencies that we do not support.


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You acknowledge that: (i) Coinpayments is not a bank or brokerage and the Services provided are
facilitation services rather than banking services; and (ii) CoinPayments is not acting as a trustee,
fiduciary or escrow with respect to your virtual currency or funds, but is acting only as a Service
provider.
You agree that you will not receive interest or other earnings in your Account or virtual currency
wallet from the use of our Services except through your own Virtual Currency Transactions and
CoinPayments has no responsibility or liability to you for Virtual Currency Transactions conducted
by you or conducted by us in accordance with your instructions. You are prohibited from using our
Services for any illegal or fraudulent purposes or for the purpose of consummating transactions for
any other parties.
By initiating Virtual Currency Transactions or by sending and receiving virtual currency, you appoint
Hodltech as your nominee custodian to manage your Account where it is appropriate in the sole
opinion of Hodltech or by your instruction. Should we suffer any damage, expense, liability, cost or
loss from your use of our Services, you shall indemnify and reimburse us in full for such damage,
expense, liability, cost or loss within five days of receiving an invoice from us (the "Payment
Deadline"). If you fail to pay by the Payment Deadline or payment is not sufficient to reimburse us
for such damage, expense, liability, cost or loss, we reserve the right to debit your Account
accordingly and/or to withhold amounts from virtual currency or funds you have requested to
transfer.


2.2 Internet Provider. Coinpayments acts as a Service provider by creating, hosting, maintaining and

providing our Services to you via the Internet. We cannot ensure that a buyer or a seller you are
dealing with will actually complete the Virtual Currency Transaction and all risk of a Virtual Currency
Transaction remains with you. We do not guarantee continuous, uninterrupted or secure access to
our Services or the Coinpayments Site and we make no representations or warranties regarding
the amount of time needed to complete Virtual Currency Transaction processing which is
dependent upon many factors outside of our control. Access to Services may become degraded or
unavailable during times of significant volatility or volume.


2.3 Underlying Protocols. We do not own, control, operate or maintain the underlying software

protocols which govern the operation of the virtual currencies supported by us. In general, the
underlying protocols are open source software and anyone can use, copy, modify, and distribute
them. By using our Services, you acknowledge and agree (i) that we are not responsible for the
operation of the underlying protocols and that we make no guarantee of their security, functionality
or availability; and (ii) that the underlying protocols are subject to sudden changes in operating
rules, which may materially affect the value, function, name of the virtual currency and/or our ability
to support certain virtual currencies. In the event of a fork in a virtual currency, you agree that we
may temporarily suspend our Services (with or without advance notice to you) and that we may, in
our sole discretion, decide whether or not to support (or cease supporting) either branch of the
forked protocol entirely. You also agree that in the event you send a Virtual Currency Transaction
at the time of a Virtual Currency fork, we will only honour the originally-intended Virtual Currency
Transaction that you sent. You acknowledge and agree that we assume absolutely no responsibility
or liability whatsoever in respect of an unsupported branch of a forked protocol.

2.4 Identity Verification. During registration of your Account and at any other time you have an Account,
you agree to provide us with the information we request for the purposes of ongoing due diligence,
identity verification and the detection of money laundering, terrorist financing, fraud, or any other
financial crime and permit us to keep a record of such information. You agree and represent and
warrant that all information you provide us at any time will not be false, inaccurate or misleading.
You will need to complete certain verification procedures before you are permitted to use our
Services. Your access to our Services and the limits that apply to your use of our Services, may be
altered, suspended or terminated as a result of information collected about you on an ongoing basis
and/or your failure to provide us with information we request on a timely basis. You authorize us to

make inquiries, whether directly or through third parties, that we consider necessary to verify your
identity or protect you and/or us against fraud or other financial crime, and to take action we
reasonably deem necessary based on the results of such inquiries. When we carry out these
inquiries, you acknowledge and agree that your personal information may be disclosed to fraud
prevention or financial crime agencies and that these agencies may respond to our inquiries in full.
Verification of Users is only an indication of increased likelihood that a User's identity is correct.
Because User verification on the Internet is difficult, we cannot and do not guarantee any User's
identity.
You are solely responsible for the activity that occurs in relation to your Account, and you must
keep your Account password secure. We recommend that you use "strong" passwords (passwords
that use a combination of upper and lower case letters, numbers and symbols) with your Account.
You must notify us immediately of any breach of security or unauthorized use of your Account by
emailing us at support@coinpayments.net. We will not be responsible or liable for any damages,
liability or losses caused by any unauthorized use of your Account.
You may control your User profile and how you interact with our Services by changing the settings
in your Account settings page. By providing us with your email address, you consent to our using
such email address to send you Service-related notices, including any notices required by law, in
place of communication by postal mail. We may also use your email address to send you other
messages, such as changes to features of our Services. If you do not want to receive such email
messages, you may opt out by clicking "unsubscribe", or something similar in the email message.
Opting out may prevent you from receiving email messages regarding updates, improvements, or
offers.


2.5 No Warranty. THE COINPAYMENTS SITE, ALL INFORMATION PROVIDED THROUGH THE

COINPAYMENTS SITE AND OUR PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS
IS" AND "AS AVAILABLE" BASIS.
To the maximum extent permitted by law, each of us and our respective past, present and future
employees, officers, directors, advisors, contractors, consultants, licensors, equity holders,
members, partners, shareholders, suppliers, managers, vendors, service providers, parent
companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns
(individually, a "Coinpayments Party" and collectively, the "Coinpayments Parties") disclaim all
representations and warranties, whether express, implied or statutory, including, without limitation,
implied warranties of merchantability, fitness for a particular purpose, and non-infringement. No
advice or information, whether oral or written, obtained by you from us or through use of the
Coinpayments Site or our Services will create any warranty not expressly stated herein. Without
limiting the foregoing, the Coinpayments Parties do not warrant that our Services will meet your
requirements; the content on the Coinpayments Site is accurate, reliable or correct; that our
Services will be available at any particular time or location, uninterrupted, error-free or secure; that
any defects or errors will be corrected; or that the Coinpayments Site is free of viruses or other
harmful components. Use of the Coinpayments Site and our Services are at entirely your own risk
and any content downloaded or otherwise obtained through the use of the Coinpayments Site or
our Services is downloaded at your own risk.
The materials and related graphics on the Coinpayments Site could include technical inaccuracies
or typographical errors. Accordingly, you should verify all information before relying on it, and all
decisions based on information contained on the Coinpayments Site are your sole responsibility
and we shall have no liability for such decisions. Changes are periodically added to the information
contained on the Coinpayments Site. The Coinpayments Parties may make improvements and/or
changes to the Coinpayments Site, our products and Services and/or the materials described on
the Coinpayments Site at any time.

We do or may offer features or services through third parties. We have no control over and do not
warrant, endorse, guarantee, or assume responsibility or liability for any product or service
advertised or offered by a third party through the Coinpayments Site or any hyperlinked website or
service, and we will not in any way monitor or be a party to any transaction between you and any
third-party. We are not responsible or liable for ensuring that a third party you transact with will
complete the transaction or is authorized to do so. You use third party services at your own risk
and you are solely responsible for reviewing and understanding the implications of using the
services of such third parties.


2.6 Limitation of Liability. To the maximum extent permitted by applicable law, in no event shall any of

the Coinpayments Parties be liable for any indirect, punitive, incidental, special, consequential or
exemplary damages, including, without limitation, damages for loss of business revenues, loss of
profits, goodwill, use, data or other intangible losses, arising out of or relating to: (a) the use of, or
inability to use, the Coinpayments Site or our Services; (b) any information provided by us or
available from the Coinpayments Site; (c) any conduct or content of any other User of our Services
or third party; or (d) the failure to receive in any way the transmission of any data, content, virtual
currency, funds or property from you. Furthermore and without limiting the generality of the
foregoing, under no circumstances will any Coinpayments Party be responsible for any liability,
claim, proceeding, damage, loss, expense or injury resulting from hacking, tampering or other
unauthorized access or use of our Services or your Account or the information, virtual currency or
funds contained therein.
To the maximum extent permitted by applicable law, none of the Coinpayments Parties shall be
responsible or liable for any: (a) errors, mistakes, omissions or inaccuracies of information or
content provided by us or on the Coinpayments Site; (b) loss, liability, cost, expense or damage of
any nature whatsoever suffered or incurred arising out of or in connection with your access to or
use of the Coinpayments Site, any of its content or our products or Services; (c) unauthorized
access to or use of our secure servers and/or any and all personal information stored therein; (d)
fault, delays, interruptions or lack of availability of the Coinpayments Site or any of our Services or
products provided through the Coinpayments Site; (e) bugs, viruses, trojan horses, or the like that
may be transmitted to or through our Services by any third party; (f) errors or omissions in any
content or for any loss or damage incurred as a result of the use of any content posted, emailed,
transmitted, or otherwise made available through the Coinpayments Site or our Services; and/or
(g) action of other Users, User Content (as defined below) or the defamatory, offensive, or illegal
conduct of any third party. In no event shall the Coinpayments Parties be liable to you for any
claims, proceedings, liabilities, obligations, expenses, damages, losses or costs in an amount
exceeding the amount you paid to us under this Agreement or one hundred U.S. dollars (USD
$100.00), whichever is greater.
This limitation of liability section applies whether the alleged liability is based on contract, tort,
negligence, strict liability, or any other basis, even if a Coinpayments Party has been advised of
the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent
permitted by law in the applicable jurisdiction.
The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the
extent prohibited by applicable law.


2.7 Indemnification. You agree to defend, indemnify and hold harmless each Coinpayments Party from

and against any and all claims, proceedings, damages, obligations, losses, liabilities, costs or debt,
and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access
to the Coinpayments Site and our Services, including any data, virtual currency or content
transmitted or received by you; (b) your violation of any term or condition of this Agreement,
including without limitation, your breach of any of the representations and warranties contained
herein; (c) your violation of any third-party right, including without limitation any right of privacy or
Intellectual Property Rights (as defined below); (d) your violation of any applicable law, rule or
regulation; (e) your User Content or any content that is submitted via your Account including,
without limitation, misleading, false, or inaccurate information; (f) your fraudulent behaviour, willful
misconduct or gross negligence; or (g) any other party's access and use of your Account or our
Services with your unique username, password or other appropriate security code.


3.0 Fees and Referrals.


3.1 Fees. A full list of our fees for traditional payment processing and virtual currency wallet services

can be found at Fees/Pricing on the Website, in this Agreement or in a separate fee schedule
provided by us, which we may change from time to time. Changes to fees/pricing are effective as
of the effective date indicated in the posting of the revised Fees/Pricing on the Website or in a
separate fee schedule provided by us, and will apply prospectively to any transactions that take
place following the effective date of such posting or such separate fee schedule. Merchants and
business operators in high risk industries may be required to pay higher fees in our sole discretion.
If you are unsure whether you or your business is classified as high risk or in violation of Section

 of this Agreement, please contact support@coinpayments.net. Your Account and all Virtual
Currency Transactions are made and displayed in the currency of the virtual currency held or the
virtual currency of the Virtual Currency Transaction you are conducting.
If you have chosen to setup our conversion feature to allow for an automated conversion of Virtual
Currencies when you receive them as a payment or otherwise (ie. an automatic conversion of ETH
to BTC), you agree to accept such conversion at the rate provided including, without limitation, our
conversion fees, which may be adjusted from time to time. We do not guarantee the availability of
any conversion rate.
You authorize us, or our designated third party, to charge or deduct from your Account funds for
any applicable Fees owed in connection with transactions completed or approved by you or in
connection with your Account via the Services.

3.2 Referrals and Affiliates. We currently offer an affiliate program which offers Users who make
referrals to us a percentage of our transaction fees earned from such referrals for 5 years. For full
information on such affiliate program see Help - Affiliates on the Website. We reserve the right to
cancel, suspend or modify such affiliate program at any time without notice and in our sole
discretion.

4. Receiving Payments.

4.1 Funding of Payments. 

You are responsible for maintaining an adequate balance and sufficient
proceeds in your Account in order to pay for fees and complete transactions and in order to avoid
overdraft, insufficient funds, or similar fees being charged. If reversal of funding occurs because
you have used credit then you are fully and solely responsible for any resulting debit.

4.2 Withdrawals. 

You may withdraw virtual currency from your Account; however, we reserve the right
to require you to provide certain information including, without limitation, identification information
and settle any outstanding fees or other amounts prior to completing any withdrawals.


5. Sending Payments.


5.1 Sending Payments. You may send virtual currency from your Account to another User's account

or to an external virtual currency address; however, we reserve the right to require you to provide
certain information including, without limitation, identification information and settle any outstanding
fees or other amounts prior to completing any such payments. You authorize us to deduct from
your Account fees, costs, expenses and claims due and unpaid by you. All Virtual Currency
Transactions are at your sole risk.

5.2 Rejected Payments. 

When you send a payment to a third party through our Services, the recipient
is not required to accept the payment, even if the recipient is also a registered User. The recipient
may return the payment or, in some cases, use our Services to reject payments that you send. Any
payments sent through our Services that are rejected or unclaimed by a recipient will be returned
to you as soon as reasonably practicable after the date the payment is rejected and the virtual
currency or funds are returned. Our standard fees apply for such transactions.

6. Refund Policy.
6.1 Completed Transactions. It is the nature of Bitcoin, Litecoin, and the other virtual currencies that
we support that all Virtual Currency Transactions are final with no method of refunding, charging
back or other recourse for the sender of the virtual currency. As such we are unable to cancel,
reverse or provide refunds for any Virtual Currency Transaction made through our Services. We do
provide a feedback system so buyers can leave ratings for sellers (and vice versa).


6.2 Incomplete Transactions/Overages. If your virtual currency was not received and/or confirmed on

the relevant virtual currency platform or you sent more virtual currency then you intended to send
we may be able to refund you the virtual currency as long as you have promptly notified us in time
and such virtual currency is still within our control. To apply for a refund, open a support
ticket providing your transaction ID, verification code, and refund virtual currency address. The
ticket must be opened with the email address used for the applicable Virtual Currency Transaction.
Refunds will be either (at our discretion): (a) the original amount of the virtual currency we have
received and is still within our control; or (b) an amount equivalent to the USD value at the time of
the Virtual Currency Transaction. All refunds must be claimed within 30 days of us receiving your
virtual currency or it will be forfeited. Refunds of virtual currency and other funds may be returned
to you minus our costs, the unsubsidized coin/miner network transaction fee and any other third
party charges. For a refund to be honored it must be at least equal to the network transaction fee
for that virtual currency times two, otherwise it will be forfeited.

6.3 Sent to wrong coin/chain, missing tags, delisted coins, etc. If you have sent virtual currency to the
wrong virtual currency, virtual currency wallet or blockchain, or to a delisted virtual currency and it
needs to be recovered by us manually there will be a recovery fee equal to 8% of the recovered
virtual currency, if the virtual currency can be recovered at all, and we reserve the right in our sole
discretion to not attempt to recover small amounts. This would also apply to virtual currency that
require a destination tag, payment ID, memo, etc. that was not sent or sent to an incorrect address.
We will not recover virtual currency we do not support. You must contact us within 30 days after an
applicable Virtual Currency Transaction for us to recover your virtual currency, if recoverable, or it
will be forfeited.

6.4 No Liability for Errors/Omissions. You accept and acknowledge that we are not liable or responsible
for any errors or omissions that are made in connection with any Virtual Currency Transaction
initiated via the Services. We strongly encourage you to review your transaction details carefully
before attempting to transfer a virtual currency.

7. Prohibited Activities

7.1 Prohibited Activities. You agree not to engage in any of the following prohibited activities which
may be amended by us from time to time in our sole discretion ("Prohibited Activities"). The specific
types of prohibited activities listed below are illustrative, but not exhaustive. If you are uncertain as
to whether or not your use of our Services involves a Prohibited Activity, please contact
support@coinpayments.net as soon as possible. By accessing and using the Coinpayments Site
and our Services and opening an Account, you confirm that you will not use your Account, the
Coinpayments Site or our Services to do any of the following:
$
(a) Unlawful Activity. Being an individual or entity sanctioned under sanctions programs
administered in the countries where we carry on business, including, but not limited to,
European Union law sanction programs and sanctions programs administered by the
United Nations (collectively, the "Sanctions Programs"); carry on activity which would
violate, or assist in violation of, any law, legislation, statute, ordinance, regulation
(including, but not limited to, those governing financial services, consumer protection,
unfair competition, anti-discrimination, or false advertising) or Sanctions Program, or which
would involve proceeds of any unlawful activity; publish, distribute or disseminate any
illegal material or information; or be in violation of any court order.
(b) Unlawful Businesses. Carry on any of following businesses or activities: (i) pornography
and the creation, sale or distribution of other obscene materials (including literature,
imagery and other media) and sexually-related sites offering services such as prostitution,
escorts, pay-per view and adult live chat features; (ii) unlawful gambling and/or unlawful
gaming activities, including but not limited to payment or the acceptance of payments for
wagers, gambling debts or gambling winnings, regardless of the location or type of
gambling activity (including online and offline casinos, sports wagering, lotteries, bidding
fee auctions and office pools) with the exception of payments for online gaming
transactions that are expressly authorized by law in the jurisdiction of both the sender and
the recipient of the payment; (iii) fraudulent businesses, sale of counterfeit or unauthorized
or stolen items or the sale of goods or services that are illegally imported or exported; (iv)
marijuana dispensaries and related businesses where it is illegal to carry on such
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; or toxic, flammable, and
radioactive materials; (v) sale of narcotics or illegal substances, and any equipment
designed for making or using such drugs; (vi) ponzi schemes, pyramid schemes, high risk
investment schemes and other businesses that we determine in our sole discretion to be
unfair, deceptive, or predatory towards consumers; and (vii) any businesses that we
believe poses elevated financial risk, legal liability, or violates the law.
(c) Abusive Activity: Transmit or upload any material to the Coinpayments Site that contains
viruses, trojan horses, worms, time bombs, cancelbots, easter eggs or any other harmful
or deleterious programs or other computer programming routines that may damage,
detrimentally interfere with, surreptitiously intercept or expropriate any system, data or
other personal information; actions which impose an unreasonable or disproportionately
large load on our infrastructure, or detrimentally interferes with, intercepts, or expropriates
any system, data, or information; attempt to gain unauthorized access to the Coinpayments
Site, other Users' accounts, computer systems or networks connected to the
Coinpayments Site, through password mining or any other means; use account information
of another party to access or use the Coinpayments Site; transfer your Account access or
rights to your Account to a third party, unless by operation of law or with our express
permission; any activity which creates costs, expenses, losses or liability for us or causes
us to lose (in whole or in part) the services of our ISPs or other suppliers; activity which
operates to defraud us, our Users, or any other person including, without, limitation, taking
funds or virtual currency from our platform or from other Users that is not rightfully and
legally yours or overdrawing or removing more virtual currency or funds from our platform
than were legitimately in your Account; modifying, disassembling, decompiling or reverse
engineering our Services; using any robot, spider, other automatic device, or manual
process to monitor or copy our web pages or the content contained herein without our prior
express written permission; provide any false, inaccurate, or misleading information to us;
transmitting spam, chain letters, or other unsolicited email; attempting to interfere with,
compromise the system integrity or security or decipher any transmissions to or from the
servers running our Services; impersonating another person or otherwise misrepresenting
your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your
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identity; use any device, software or routine to bypass our robot exclusion headers, or to
interfere or attempt to interfere with the proper working of the Coinpayments Site or any
activities conducted on the Coinpayments Site or our Services; accessing any content on
the Coinpayments Site through any technology or means other than those provided or
authorized by us; bypassing the measures we may use to prevent or restrict access to our
Services, including without limitation removing, circumventing, disabling or otherwise
interfering with security-related features or features that prevent or restrict use or copying
of any content or enforce limitations on use of the Coinpayments Site or the content therein;
or deleting our copyright or other proprietary rights notices.
(d) Abuse Of Others: Be defamatory, abusive, extortionist, trade libelous, unlawfully
threatening or harassing or otherwise violate or infringe the legal rights (such as, but not
limited to, rights of privacy, publicity and intellectual property) of others; interfere with
another individual's or entity's access to or use of the Coinpayments Site or any of our
Services; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or
violent acts against others; harvest or otherwise collect information from the Coinpayments
Site about others, including without limitation email addresses, without proper consent.
(e) Intellectual Property Infringement: Engage in transactions which violate, infringe or
misappropriate any intellectual or industrial property right of any person (such as copyright,
trademarks, patents, or trade secrets, or other proprietary rights of any party), right of
publicity or privacy or commit a tort; use of our intellectual property, name, or logo, including
use of the Coinpayments trade or service marks, without express consent from us or in a
manner that otherwise harms us or our brand; create a false identity for the purpose of
misleading others or fraudulently or otherwise misrepresent yourself to be another person
or a representative of another entity including, but not limited to, an authorized user of the
Coinpayments Site or our representative, or fraudulently or otherwise misrepresent that
you have an affiliation with a person, entity or group.
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. We reserve the right to cancel and/or suspend your Account and/or block
transactions or freeze funds immediately and without notice if we determine, in our sole discretion
that your Account is associated with a Prohibited Activity.
Our Services are not available in every jurisdiction and we reserve the right to select the markets
and jurisdictions where we provide Services. Persons and entities in jurisdictions where we do not
provide Services are prohibited from using or accessing the CoinPayments Site and any of our
Services.
7.2 License. If you post, upload, input, provide or submit your personal data to us, including without
limitation, your name, email address, IP address, cryptocurrency address, text, code or other
information and materials, sign up to our mailing list or create an Account (collectively, your "User
Content"), you must ensure that the User Content provided by you at that or at any other time is
true, accurate, up to date and complete and that any User Content you post, upload, input, provide
or submit to us or via the Coinpayments Site does not breach or infringe the intellectual property
rights of any third party. We do not own, control or endorse any User Content that is transmitted,
stored or processed via the Coinpayments Site or sent to us. You are solely responsible and liable
for all of your User Content and for your use of any interactive features, links or information or
content on the Coinpayments Site, and you represent and warrant that (i) you own all intellectual
property rights (or have obtained all necessary permissions) to provide your User Content and to
grant the licenses in this Agreement; (ii) your User Content will not violate any agreements or
confidentiality obligations; and (iii) your User Content will not violate, infringe or misappropriate any
intellectual property right or other proprietary right, including the right of publicity or privacy, of any
person or entity.

10
You are responsible for maintaining the confidentiality of your User Content and any of your non-public information. Furthermore, you are entirely responsible for any and all activities that occur
You agree to notify us immediately of any unauthorized use of your User
Content, Account or any other breach of security. We will not be responsible or liable for any loss
or damages that you may incur as a result of someone else using your User Content or Account,
either with or without your knowledge. However, you could be held liable for losses, expenses and
costs incurred by any Coinpayments Party or another party due to someone else using your User
You may not use anyone else's User Content or account at any time without
the permission of such person or entity.
By posting, uploading, inputting, providing or submitting your User Content to us, you grant us and
any necessary sub-licensees a non-exclusive, worldwide, perpetual, right and permission to use,
reproduce, copy, edit, modify, translate, reformat, create derivative works from, distribute, transmit,
publicly perform and publicly display your User Content and sub-license such rights to others.
You must immediately update and inform us of any changes to your User Content by updating your
personal data by contacting us at support@coinpayments.net, so that we can communicate with
you effectively and provide accurate and up to date information to you.
Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and
have absolute discretion, to remove, screen or edit User Content. Furthermore, if we have reason
to believe that there is likely to be a breach of security, breach or misuse of the Coinpayments Site
or if you breach any of your obligations under this Agreement or our Privacy Policy, we may
suspend your use of the Coinpayments Site at any time and for any reason.
Any User Content submitted by you on the Coinpayments Site may be accessed by us globally.
7.3 Our Proprietary Rights. Except for your User Content, the Coinpayments Site and all materials
therein or transferred thereby, including, without limitation, software, technology, code, images,
text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs,
audio, videos, music, and User Content belonging to other Users (the "Our Content"), and all
Intellectual Property Rights (defined below) related thereto, are our exclusive property and our
licensors (including other Users who post User Content to the Coinpayments Site). Except as
explicitly provided herein or in any applicable additional terms and conditions, nothing in this
Agreement shall be deemed to create a license in or under any such Intellectual Property Rights,
and you agree not to sell, modify, reverse engineer, license, rent, distribute, copy, reproduce,
transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any
of Our Content, absent specific consent in writing from us. Use of Our Content for any purpose not
expressly permitted by this Agreement is strictly prohibited.
For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright
rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark
rights, goodwill, trade secret rights and other intellectual property rights as may now exist or
hereafter come into existence, and all applications therefore and registrations, renewals and
extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You may choose to or we may invite you to submit comments or ideas about our Services, including
without limitation about how to improve our Services or our products ("Ideas"). By submitting any
Ideas, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not
place us under any fiduciary or other obligation, and that we are free to use the Ideas without any
additional compensation to you, and/or to disclose the Ideas on a non-confidential basis or
otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not
waive any rights to use similar or related ideas previously known to us, or developed by any of the
Coinpayments Parties, or obtained from sources other than you.
11
Notwithstanding the foregoing, HTML logos provided by Coinpayments through its affiliate program
(the "Logos"), may be used solely for the purpose of directing web traffic to the Coinpayments Site
and/or to our Services. These Logos may not be altered, modified, or changed in any way, or used
in a manner that defames or is otherwise harmful to us or our Services. Logos may also not be
displayed in any manner that implies any sponsorship or endorsement by us. If we decide to
terminate the affiliate program in our sole discretion, the use of the Logos as set forth in this Section
7.3 shall also terminate.
7.4 Third Party Content. We may display third-party content, advertisements, links, promotions, logos
and other materials on the Coinpayments Site (collectively, the "Third-Party Content") for your
convenience only. We do not approve of, control, endorse or sponsor any third parties or ThirdParty Content, and we make no representations or warranties of any kind regarding such ThirdParty Content, including, without limitation, the accuracy, validity, legality, copyright compliance, or
decency of such content. If you access a third-party website or service from the Coinpayments Site
or share your User Content on or through any third-party website or service, you do so at your own
risk, and you understand that this Agreement and our Privacy Policy do not apply to your use of
such sites. You expressly relieve the Coinpayments Parties from any and all responsibility and
liability arising from your use of any third-party website, service, or content, including without
limitation User Content submitted by other Users.
8. Privacy and Security
8.1 Privacy. We respect the privacy of our Users and we do not request any information that is
unnecessary for the use of our Services or to comply with our obligations under applicable law.
You acknowledge and accept that we will comply willingly with all legal requests for information
from us. We reserve the right to provide information to law enforcement personnel and other third
parties to answer inquiries, participate in investigations, respond to legal process, respond to the
order of a court of competent jurisdiction and those exercising the court's authority, and to protect
us and our Users.
You understand that by using our Services you consent to the collection, use and disclosure of your
personally identifiable information and aggregate data as set forth in our Privacy Policy and to your
personally identifiable information being collected, used, transferred to and processed in
jurisdictions where we carry on business. By agreeing to this Agreement, you expressly allow us to
export data outside of the jurisdiction in which you reside or are located when you access our
Services. You acknowledge that we may process personal data in relation to you (if you are an
individual), and personal data that you have provided or in the future provide to us in relation to
your entity, employees or other associates, in connection with this Agreement, or our Services.
Accordingly, you represent and warrant that:
- your disclosure to us of any personal data relating to individuals other than yourself was or
will be made in accordance with all applicable data protection and data privacy laws, and
such data is accurate, up to date and relevant when disclosed;
- before providing any such personal data to us, you have read and understood our Privacy
Policy which may be amended from time to time and is incorporated by reference and
forms part of this Agreement and have provided a copy to any individual whose personal
data you have provided to us; and
- from time to time if we amend the Privacy Policy, you will promptly read it and provide a
copy to any individual whose personal data you have provided to us.
8.2 Security. We care about the integrity and security of your personal information and we take a
number of security measures including storing all Users' personal information in an encrypted
fashion. However, we cannot guarantee that unauthorized third parties will not defeat our security
12
measures or use your personal information for improper purposes. You acknowledge that you
provide your personal information to us at your own risk.
We are not responsible or liable for any damage or interruptions caused by any computer viruses,
spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other
equipment, or any phishing, spoofing or other attack from using the Coinpayments Site. We advise
the regular use of a reputable and readily available virus screening and prevention software. You
should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks
and should use care in reviewing messages purporting to originate from us. Our customer support
will never seek to access your computer or ask for your password or your two factor authentication
codes. Always log into your Account through the official Website to review any transactions or
required actions if you have any uncertainty regarding the authenticity of any communication.
9. Closing, Suspension, Termination and Remedies.
9.1 Closing Your Account and Forfeiture for Non-Activity. You may close your Account at any time in
accordance with our policies and procedures by withdrawing all balances. Upon closure of your
Account, you authorize us to cancel or suspend any pending transactions at the time of cancellation
and any balance in your Account will be delivered to you or to your virtual currency address as
instructed less any outstanding amounts owed to us, the unsubsidized coin/miner network
transaction fee and any other third party charges. In the event your Account is closed, whether by
you or us, any virtual currency or funds in your Account must be claimed and removed by you within
30 days of your Account's closure date. If you fail to claim and remove virtual currency or funds in
your Account within 30 days of your Account's closure date, a recovery and return fee equal to 8%
of all the virtual currency and funds in your Account will be charged by us, if the virtual currency
can be recovered and returned at all, and we reserve the right in our sole discretion to not attempt
to recover and return to you small amounts.
You may not use closure of your Account as a means of evading investigation or inquiries by us. If
any queries or investigation is pending at the time you request closure of your Account, we may
refuse your request to close your Account and/or hold your virtual currency and/or funds as
appropriate to protect us against financial and/or legal liability. If you are later determined to be
entitled to some or all of the virtual currency and/or funds in dispute, we will pay such virtual
currency and/or funds to you. You will remain responsible and liable for all obligations related to
your Account even after such Account is closed.
If you do not access your Account for a period of two years and we have been unable to contact
you after three attempts at the last contact address we have for you in our records, your Account
may be terminated at Coinpayments' election and in our sole discretion. On the date of termination
of your Account, your virtual currency and funds will be subject to applicable laws regarding escheat
of unclaimed property and you hereby irrevocably designate and appoint Hodltech or its designee
and their respective duly authorized officers and agents as your agent and attorney-in-fact to act
for and in on your behalf and stead to execute and file any such instruments and papers and to do
all other lawfully permitted acts to, at our sole election, donate the virtual currency and/or funds in
your Account to a charity of our choice or transfer the virtual currency and funds to our account,
with no liability or responsibility to you or to your successors, assigns, heirs, executors,
administrators and legal representatives. This power of attorney is coupled with an interest and
shall not be affected by your subsequent incapacity.
9.2. Suspension, Termination; other Remedies, etc. Without limiting any other remedies we may have
under applicable law, we may, without liability: (a) refuse to complete or block, cancel or reverse a
Virtual Currency Transaction you have authorized, including, without limitation, block funding to or
withdrawals from your Account; (b) suspend, restrict, or terminate your access to your Account and
to any or all of our Services (including, but not limited to, the ability to send funds or make
withdrawals from your account and/or limit withdrawals); (c) place a hold on or freeze any virtual
13
currency and/or funds in your Account for any period of time we deem appropriate; (d) issue
statements or warnings to the public or other Users; (e) contact law enforcement or other relevant
authorities and/or disclose information about you and/or your Account and your Account
transactions to law enforcement or other relevant authorities; (f) suspend, deactivate or close your
Account with immediate effect for any reason; and/or (g) refuse to provide our Services to you,
including but not limited to, where:
- You are in breach of this Agreement or we have concerns or reasonably suspect you are
acting in breach of this Agreement.
- We reasonably suspect you of using the Coinpayments Site or our Services in connection
with a Prohibited Activity.
- You are in breach of applicable law, we have concerns or reasonably suspect you are in
breach of applicable law or we are, in our reasonable opinion, required to do so by
applicable law or any court or other authority to which we are subject in any jurisdiction.
- We have concerns about the security of your Account, that a transaction is erroneous or
we suspect your Account or our Services is being used in a fraudulent, illegal, suspicious
or unauthorized manner including, without limitation, for transactions with high volumes.
- We suspect money laundering, terrorist financing, fraud, or any other financial crime.
- Use of your Account 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 Account activity or you are subject to a court order.
- You have failed to pay our fees or there is insufficient virtual currency or funds in your
Account to cover the transaction and (where applicable) associated fees at the time that
we receive notification of the transaction.
- You fail to provide us with information we request on a timely basis and/or we have
concerns about the information collected about you.
- Our service partners are unable to support your use of our Services.
- You take any action that may circumvent the security of the Coinpayments Site or our
controls such as opening multiple Accounts or consummating transactions for the benefit
of a third party.
Additionally, to secure performance of your obligations under this Agreement, you hereby grant to
Hodltech or its designee a continuing first priority security interest in and to all of your right, title and
interest in and to all of your Account(s), together with any interests therein, whether now owned or
existing or hereafter acquired or arising and regardless of where located and all products, proceeds,
substitutions, additions, accessions and replacements thereof (all of the same being herein referred
to collectively as the "Collateral"). You must not create security over your Collateral without our
prior written consent.
In addition to any rights and remedies we may have under this Agreement or applicable law, upon
the occurrence and during the continuance of any default in your payment of any fees, expenses,
costs, losses, liabilities or other obligations owing to us (collectively, the "Obligations"), you hereby
authorize us at any time and from time to time, without prior notice to you or consent from you, any
such notice or consent being waived by you to the fullest extent permitted by applicable law, to set
off and apply any and all Collateral at any time held by us to or for the credit of you or your Account
against any and all Obligations owing to us under this Agreement, under any other agreement or
otherwise, now or hereafter existing, irrespective of whether or not we shall have made demand
under this Agreement or any other agreement and although such Obligations may be contingent or
unmatured or denominated in a currency or virtual currency different from that of the Collateral.
We may, without prior notice, suspend our Services; change our Services; stop providing our
Services or features of our Services, to you or to Users generally; or create usage or Virtual
Currency Transaction limits for our Services. Upon termination of your Account for any reason or
no reason, you continue to be bound by this Agreement.
14
You are solely responsible for your interactions with other Users. We reserve the right, but have no
obligation, to monitor disputes between you and other Users. We shall have no responsibility or
liability for your interactions with other Users, or for any User's action or inaction.
If we suspend or close your Account, or terminate your use of our Services, in whole or in part, for
any reason, we will use commercially reasonable efforts to provide you with notice of our actions
unless a court order or other legal process prohibits us from providing you with such notice. You
acknowledge that our decision to take certain actions, including limiting access to, suspending, or
closing your Account, may be based on confidential criteria that are essential to our risk
management and security protocols. You agree that we are under no obligation to disclose the
details of its risk management and security procedures to you.
10 General Contract Terms
10.1 Limited License. We grant you a non-exclusive, limited, non-transferable, freely revocable license,
subject to the terms of this Agreement, to access and use the Coinpayments Site, and related
content, materials, information (collectively, the "Content") solely for approved purposes as
permitted by us from time to time. Any other use of the Coinpayments Site or Content is expressly
prohibited and all other right, title, and interest in the Coinpayments Site or Content is exclusively
the property of us and our licensors. You agree not to copy, transmit, distribute, sell, license,
reverse engineer, modify, 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. "Coinpayments", "Hodltech",
and all logos related to our Services or displayed on the Coinpayments Site are our or our licensors'
trademarks or registered marks. You may not copy, imitate or use them without our prior written
consent.
10.2 Assignability. This Agreement is personal to you and you cannot transfer, assign or delegate your
rights, licences, interests and/or obligations to anyone else. We may transfer, assign or delegate
our rights, licences, interests and or our obligations at any time, including as part of a merger,
acquisition or other corporate reorganisation involving us.
10.3 Entire Agreement. This Agreement (including the Privacy Policy and any other documents
incorporated by reference herein) comprise the entire agreement between you and us as to the
subject matter hereof, and it 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 CoinPayments. This Agreement will bind and inure to
the benefit of the parties, their respective successors, assigns, heirs, executors, administrators and
legal representatives.
10.4 Interpretation. Section headings in this Agreement are for convenience only and shall not govern
the meaning or interpretation of any provision of this Agreement.
10.5 Invalidity. Any provision of this Agreement which may be determined by competent authority to be
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith
modify or substitute such provision consistent with the original intent of the parties.
10.6 Enforcement of Our Rights. Our failure to enforce any threatened or existing violation, default or
breach of this Agreement shall not be deemed a waiver of such a violation, default or breach, and
we shall have the right to enforce the same at a later time and the right to waive in writing any
provision or condition imposed herein for its benefit without thereby waiving any other provision or
condition.
15
10.7 Survival. All provisions of this Agreement will continue to be binding and operate after the
termination or expiration of this Agreement or your Account.
10.8 Electronic Communications. You agree that this Agreement constitutes "a writing signed by you".
under any applicable law or regulation. To the fullest extent permitted by applicable law, this
Agreement, any amendments and any other agreements, notices or other communications
regarding your Account and/or your use of our Services (collectively, the "Communications"), may
be provided to you electronically directly and indirectly or posting on the Coinpayments Site,
secured and unsecured, and you agree to receive all Communications from us in electronic form.
Electronic Communications may be posted on the pages of the Coinpayments Site and/or delivered
to your e-mail address. You may print a copy of any Communications and retain it for your records.
All Communications in either electronic or paper format will be considered to be in "writing," and to
have been received no later than two (2) business days after posting or dissemination, whether or
not you have received or retrieved the Communication. Coinpayments reserves the right but
assumes no obligation to provide Communications in paper format.
10.9 Credit Report. You agree that we may obtain and review your credit report for the purpose of
assessing your suitability to open an Account and/or use any of our Services.
10.10 Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to
any Virtual Currency Transactions you conduct through our Services, and to withhold, collect, report
and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history
is available through your Account.
10.11 No Sales to Children. Our Services are not for children, but only for adults. If you are under eighteen
(18) years of age, you may not use our Services.
10.12 Not Liable for Breach. We are not liable for any breach of this Agreement where the breach is due
to abnormal and unforeseeable circumstances beyond our control, the consequences of which
would have been unavoidable despite all effects to the contrary, nor are we liable where the breach
is due to the application of the law or mandatory legal rules.
10.13 Applicable Law. This Agreement shall be governed in all respects, including as to validity,
interpretation and effect, by English law. The application of the United Nations Convention on
Contracts for the International Sale of Goods is expressly excluded.
10.14 Arbitration. Read this section carefully because it requires each party to this Agreement to arbitrate
our disputes and limits the manner in which you can seek relief from us. For any dispute with us,
you agree to first contact us at support@coinpayments.net and attempt to resolve the dispute with
us informally. In the unlikely event that we have not been able to resolve a dispute we have with
you after ninety (90) days, we each agree to resolve any claim, dispute, or controversy (excluding
any claims for injunctive or other equitable relief as provided below) arising out of or in connection
with or relating to this Agreement, or the breach or alleged breach thereof, by binding arbitration in
accordance with the London Court of International Arbitration (LCIA) rules in effect at the time of
the arbitration, except as they may be modified herein or by mutual agreement of the parties. The
number of arbitrators shall be one who shall be mutually selected by CoinPayments and you. The
seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral
proceedings shall be English. The governing law of the Agreement shall be as set forth in Section
10.13 herein. The arbitration award shall be final and binding on the parties. The parties undertake
to carry out any award without delay and waive their right to any form of recourse insofar as such
waiver can validly be made. Judgment upon the award may be entered by any court having
jurisdiction thereof or having jurisdiction over the relevant party or its assets. Each party will be
responsible for paying any arbitration fees, administrative and arbitrator fees in accordance with
16
applicable arbitration rules, and the award rendered by the arbitrator shall include costs of
arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses.
Nothing in this Section shall be deemed as preventing us from seeking injunctive or other equitable
relief from the English courts as necessary to prevent the actual or threatened infringement,
misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary
rights. You agree to submit to the exclusive jurisdiction of the English courts for any actions for
which we retain the right to seek injunctive or other equitable relief in a court of competent
jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our
data security, Intellectual Property Rights or copyrights, trademarks, trade secrets, patents, or other
intellectual property or proprietary rights, including, without limitation, any provisional relief required
to prevent irreparable harm. You agree that London, England is the proper forum for any appeals
of an arbitration award or for trial court proceedings in the event that the arbitration provision above
is found to be unenforceable.
10.15 Change of Control. In the event that we are acquired by or consolidated, amalgamated or merged
with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign
the information we have collected from you and our relationship with you (including this Agreement)
as part of such merger, consolidation, amalgamation, acquisition, sale, or other change of controlC

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