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Terms of Use & Service

Application Terms of Use

This Application Terms of Use (these “Terms”) is a legal agreement between you, the end user, and DataDistinct Solutions, LLC (coincalcu “we,” “us,” or “our”)., acting through its financial division, (collectively, “coincalcu” or “calcu”).  The terms “you”, “your, and “I” herein refer to, as applicable, the individual or organization accepting these Terms. If you are representing your organization, you are accepting these Terms for yourself and on behalf of your organization. You represent that you have full authority to bind your organization to these Terms and agree on behalf of your organization that it is responsible for all access to and use of the Application by end users who obtain access to the Application through your organization. You and your organization acknowledge and agree that coincalcu has relied on the foregoing representation in permitting you and your organization’s end users to access and use the Application. PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE ACCESSING OR USING THE APPLICATION OR THE www.coincalcu.com WEBSITE.

CoinCalcu makes available its services and related technology under an agreement with its customer (the “Customer Agreement”) and, pursuant to such Customer Agreement and subject to these Terms, may make available certain of those services and technology to you. You acknowledge and agree that the Customer Agreement is solely for the benefit of CoinCalcu and its customer and that neither you nor any investor, advisor, or other person or entity, is a beneficiary, intended or otherwise, of the Customer Agreement.

By clicking the “Accept” button or accessing or using CoinCalcu’s then-current version of the proprietary application located at www.coincalcu.com (or such other internet address as CoinCalcu may designate from time-to-time)(the “Application”) in any way, including without limitation, using any information, and/or submitting any content or personal information via the Application, you agree to and are bound by the terms, conditions, policies and notices contained in these Terms, including without limitation conducting this transaction electronically, third party terms and conditions, disclaimers of warranties, damage and remedy exclusions and limitations, and the choice of Florida law, without regard to its conflicts of laws principles. CoinCalcu may modify these Terms from time to time and may notify you of such modifications by any reasonable means, including by posting the revised Terms on the Application. Any such modification will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms incorporating such modifications, or otherwise notified you of such changes. Please review the “Last Updated” legend at the top of these Terms to see when these Terms were last revised. Updates that are (i) required by law, government authorities or regulatory bodies, (ii) required by vendors, or (iii) do not materially impact your use of the Application will apply immediately. All other changes to these Terms will become effective three (3) business days after the revised Terms have been posted on the Application. Your continued access to or use of the Application following these changes means that you accept the revised Terms.

If you do not want to agree to these Terms, you should click the “Decline” button and immediately cease your access and use of the Application and the www.coincalcu.com website.

  1. Grant of License.

In exchange for your agreement to these Terms, CoinCalcu grants you a limited, non-exclusive, non-transferable, revocable license, without right of sublicense, to use the Application solely in the United States and solely for your own personal, non-commercial, informational purposes, subject to the terms of any applicable agreement between you and CoinCalcu. You agree that you shall only use the Application in a manner that complies with all applicable laws in the jurisdictions in which you use the Application, including, but not limited to, applicable restrictions concerning privacy, copyright and other intellectual property rights. As used herein the term Application also means interactive tools, quotes, software, products and services, research reports, and data concerning financial markets, securities and other subjects, some of which is supplied by companies that are not affiliated with any CoinCalcu entity (“Third Party Content”). You acknowledge that information, materials, products, software and/or Third Party Content made available on the Application are subject to change at any time and without notice. You also acknowledge that CoinCalcu may from time-to-time add or remove beta or other features within the Application without notice, and the use of or access to any added feature shall be governed by these Terms, provided that the use of any beta feature is at your own risk, if and for so long as available. All beta features are provided on an “AS IS” basis, and CoinCalcu makes no warranties and disclaims all liability, direct or indirect, with respect to any and all such beta features.

Under these Terms, you may not and you may not allow others to:

  1. Transfer your license to use the Application or sublicense or assign your license or your rights under it;
  2. Use, download, copy, or transfer the Application or parts of the Application except as expressly permitted under these Terms;
  3. Distribute, rent, sell, loan, lease, sublicense or otherwise deal in the Application and/or any elements of the Application;
  4. Alter, adapt, merge, modify, translate, or create derivative works of the Application or any elements of the Application in any way, or for any purpose, other than with the prior written consent of CoinCalcu;
  5. Reverse engineer, disassemble, or de-compile the Application or otherwise attempt to obtain or perceive the source code for the Application;
  6. Remove, change, or obscure any identification marks or notices of proprietary rights and restrictions in the Application or any elements of the Application;
  7. Enable any timesharing or service bureau use of the Application to or on behalf of any third party;
  8. Use the Application in any manner that could damage, disable, overburden or impair any CoinCalcu network or server or for any unlawful or unauthorized purpose;
  9. Attempt to gain unauthorized access to other accounts, computer systems or networks connected to any CoinCalcu server or to any of the Application through hacking, password mining or any other means;
  10. “hack”, “crack” or “attack” the Application or any firewall, security mechanism, or digital rights management system within or relating to the Application, including, without limitation, websites or servers;
  11. Attempt to obtain or obtain any materials or information through any means not intentionally made available through the Application;
  12. perform, or release the results of, benchmark tests or other comparisons of the Application with other services;
  13. Use the Application in a way that is illegal or otherwise harmful, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious, or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, age, or otherwise objectionable, or
  14. Redistribute, copy, reproduce or disseminate to any person any information or content, including without limitation the Third Party Content, without CoinCalcu’s prior written consent.

You authorize and grant (and you have obtained any necessary third party rights, consents, waivers, and/or approvals and provided any required notices to make such authorization and grant) to CoinCalcu and its vendors the royalty-free right to collect, process, create, receive, store, access, track, aggregate, audit, reproduce, transmit, transfer, distribute, display, convert and/or otherwise use your (i) data for the purposes contemplated by these Terms and the Application; (ii) Usage Data and Relationship Data (as such terms are defined below) to deliver, monitor and manage services, provide support, improve service offerings, offer other services, for internal analysis purposes, and as otherwise contemplated by the CoinCalcu Data Use Statement available at www.coincalcu.com; and (iii) Aggregate Data for any purpose. You agree that CoinCalcu and its vendors may use your data, Usage Data, and Relationship Data to generate Aggregate Data, provided that any Aggregate Data that identifies you shall be used solely to deliver and manage services, provide support, improve service offerings, offer other services, for internal analysis purposes, and as otherwise contemplated by the CoinCalcu Data Use Statement. “Usage Data” means information about you and your usage of the Application, such as access and usage data (including without limitation user’s IP address, time stamps, clickstream information, and details of activity on the Application), system performance data, and other information related to software and hardware used by you. “Relationship Data” means information that CoinCalcu collects during the registration, activation and maintenance of your account. Such information may include, without limitation, your name and contact details or names and contact details of your users involved in maintaining or using the Application. “Aggregate Data” means any data that has been aggregated in a manner that does not contain any personal identifiable information.

You shall be solely responsible for the accuracy, completeness, timeliness, quality, integrity, backup, archives, legality, reliability and appropriateness of data you submit through the Application.

You are solely responsible for maintaining compatible mobile and other devices used to access the Application, and any Internet and network access, and all charges related thereto. You shall select, protect, and maintain a user name and password in accordance with CoinCalcu’s instructions and published procedures. You will at all times be responsible for maintaining the security of, and any access to or use of, your user name and password. You accept and acknowledge that you will be responsible for all activities that occur under your user name, including dealings with third parties that take place through the Application, and you will hold CoinCalcu harmless from any claims related to such activities. You shall promptly notify CoinCalcu of any loss, theft or unauthorized use of your password of which you become aware. CoinCalcu and its vendors shall not be responsible or liable for the deletion, destruction, damage, loss or failure to store any data uploaded or submitted to the Application. 

  1. No Financial or Investment Advice

None of the information contained in the Application is to be construed as investing advice, nor should it be used by others in connection with any sale, offer for sale or solicitation of an offer to buy securities or any other instruments. The materials and information present though the Application is for informational purposes only, and is not an offer or recommendation to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any particular trading strategy. CoinCalcu provides you with access to a variety of resources, including information, content, tools, products and services. You are solely responsible for determining whether any investment, investment strategy, security or related transaction is appropriate for you and/or your clients based on your clients’ personal investment objectives, financial circumstances and risk tolerance. You should consult your financial, legal or tax professional regarding your specific situation.

CoinCalcu is not acting as a fiduciary or endorsing any company, products, services or securities by publishing any information contained on this Application. We do not warrant or guarantee the accuracy or timeliness of any such information or data and disclaim all liability for investment or other decisions based upon this information. CoinCalcu specifically disclaims any and all liability or loss arising out of any action taken in reliance on this information, including but not limited to market value loss on the sale or purchase of securities or other instruments or obligations.

THESE TERMS DO NOT REPRESENT A COMPLETE STATEMENT OF RISK FACTORS ASSOCIATED WITH AN INVESTMENT IN ANY OF THE DIGITAL ASSETS OR PRODUCTS THAT MAY BE VIEWED OR TRACKED ON THIS SITE OR THROUGH THE SERVICE. YOU SHOULD CONSIDER THESE RISK WARNINGS CAREFULLY AND TAKE APPROPRIATE INVESTMENT ADVICE BEFORE TAKING ANY DECISION TO PURCHASE OR TRADE A DIGITAL ASSET.

  1. Certain Third-Party Terms

Third Party Content is available through framed areas, through hyperlinks to third party websites, or is published or provided through the Application. The Third Party Content is protected by copyright pursuant to United States laws and international treaties, is owned or licensed by the applicable Third Party Content provider(s), are subject to supplemental third-party terms set forth at the end of these Terms (See Supplemental Terms) and, for certain Third Party Content, are subject to additional terms between you and such Third Party Content providers as set forth through framed areas, hyperlinks, or otherwise through the Application or as directed by such Third Party Content providers (“Additional Third Party Terms”). Any use, purchase or license by you of such Third-Party Content (including any exchange of data with such third parties) is between you and such Third-Party Content providers, and any terms, conditions, warranties or representations associated therewith are solely between you and such Third-Party Content providers.  Advent does not endorse any sites on the Internet that are linked through the Platform; and you are solely responsible for all dealings with such Third-Party Content Providers.  You acknowledge and agree that if you direct Advent to share your data with any Third-Party Content providers, the obligations to protect and restrict the use of such data will be between you and such Third-Party Content providers.  You agree that under no circumstances will you hold Advent or its vendors liable for any loss or damage caused by your use of or reliance on Third Party Content providers.  You acknowledge and agree that the Third-Party Content licensed to CoinCalcu is subject to automatic termination, in whole or in part, without liability on the part of CoinCalcu upon the discontinuation or termination of the provision thereof to CoinCalcu.

You acknowledge and agree that these Terms only govern your relationship with CoinCalcu and unless expressly set forth herein do not affect your legal relationship with such Third-Party Content providers. You bear all risk associated with use of or reliance upon Third Party Content.

  1. Data Use Statement

You agree that any information you provide to CoinCalcu in connection with your use and access of the Application and www.coincalcu.com website shall be governed by CoinCalcu’s Data Use Statement located at www.coincalcu.com (or such other internet address as CoinCalcu may designate from time-to-time), which is incorporated into these Terms by reference. Any information you provide to Third Party Content providers, including but not limited to any credentials you use to log into portals at your financial institutions, shall be governed by the applicable Additional Third-Party Terms.

  1. Confidentiality

By virtue of these Terms, either party may have access to Confidential Information, which is defined herein as including without limitation the Website, Application and any Modifications thereto, Third Party Content, client account information, and proprietary information of CoinCalcu that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Except as expressly permitted herein, you may not allow access to, use or disclosure of, CoinCalcu’s, its affiliates’ or their suppliers’ Confidential Information to third parties. You hereby authorize CoinCalcu to provide your data to (i) third party partners, vendors, custodians, and agents engaged and/or used by CoinCalcu; and (ii) affiliates of CoinCalcu to perform the services contemplated hereunder.

CoinCalcu will maintain physical, electronic and procedural safeguards reasonably designed to: ensure the security and confidentiality of client account information stored in the Application and protect against anticipated threats or hazards to or unauthorized access to or use of such account information.

  1. Termination

Your rights to use and access the Application may be suspended or terminated automatically, without notice or refund, if you fail to comply with any of these Terms or those of the Agreement (as defined in Section 17), including without limitation the failure to pay any amount due to CoinCalcu under the Agreement. Furthermore, notwithstanding anything to the contrary herein or in the Agreement, if applicable, you agree that CoinCalcu may (without limiting any other rights or remedies available to CoinCalcu) immediately and without notice to you, access, disable or remove data, halt internet traffic or communications to or from all servers or workstations containing data or to any service, or take any other actions that CoinCalcu determines, in its sole discretion, may be necessary: (i) to respond to an actual or suspected security threat or to limit a party’s potential exposure as a result of a security threat; (ii) to respond to service or technical problems or as requested by you; (iii) to comply with applicable laws and/or requests from government authorities and regulatory bodies, or where your use of the Application causes CoinCalcu to be in violation or potential violation of laws, regulations or government or regulatory body requirements; or (iv) to respond to actual or suspected fraudulent or other illegal activity or to prevent actions that may compromise the integrity, performance or security of the Application or any CoinCalcu service. These Terms also will terminate automatically and your access to the Application will be terminated without notice if you become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or other receiver appointed, or if you suffer or file any similar action in consequence of debt. In the event these Terms are terminated, Sections 1, 2, 4 and 6-18 shall survive

  1. Disclaimer of Warranties

COINCALCU AND ITS LICENSORS AND SUPPLIERS ARE PROVIDING THE APPLICATION TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND. COINCALCU AND COINCALCU’S LICENSORS AND SUPPLIERS MAKE NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE APPLICATION PROVIDED TO YOU UNDER THESE TERMS. COINCALCU EXPRESSLY AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS, WORKMANLIKE EFFORT, COURSE OF DEALING, TITLE, NONINFRINGEMENT, ACCURACY, TIMELINESS OR COMPLETENESS OF THE APPLICATION AND WITH RESPECT TO THE USE OF THE APPLICATIONOR THAT DEFECTS, IF ANY, APPLICATION WILL BE CORRECTED.

No employee, agent, representative, or affiliate of CoinCalcu has authority to bind CoinCalcu to any oral representations or warranty concerning the Application. Any written representation or warranty made by an employee, agent, representative, or affiliate of CoinCalcu that is not contained in these Terms will not be enforceable.

  1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COINCALCU AND ITS SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY OF THE FOLLOWING, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT OR TORT, INCLUDING NEGLIGENCE OR OTHERWISE: LOSS OF BUSINESS, LOSS OF REPUTATION, LOSS OF PROFITS OR GOODWILL, LOSS OF USE, LOSS OR DAMAGE TO OR CORRUPTION OF DATA, THE UNAUTHORIZED DISCLOSURE OF SENSITIVE, VALUABLE, OR CONFIDENTIAL INFORMATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM THE APPLICATION, THE THIRD PARTY CONTENT OR YOUR USE OF THE APPLICATION OR THIRD PARTY CONTENT, AND/OR ANY COSTS OF PROCURING SUBSTITUTE GOODS, APPLICATION, TECHNOLOGY, OR RIGHTS. THIS LIMITATION SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, IN EITHER CASE CAUSED BY, RESULTING FROM OR RELATING TO THE USE OF OR INABILITY TO USE THE APPLICATION.

YOU ACKNOWLEDGE AND AGREE THAT THE COMMERCIAL AND ECONOMIC TERMS UPON WHICH COINCALCU AGREES TO LICENSE THE APPLICATION HAVE BEEN CONDITIONED TO A SUBSTANTIAL EXTENT BY THE ABILITY OF COINCALCU TO MAKE AND ENJOY THE FULL PROTECTION OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS AND YOU AGREE, REPRESENT AND CONFIRM THAT THE CONTENTS OF SECTIONS 6 AND 7 ARE FAIR AND REASONABLE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF ANY EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THESE TERMS IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION AND COINCALCU OR ITS LICENSORS OR SUPPLIERS BECOME LIABLE FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED, SUCH LIABILITY WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION OR $1,000.00, WHICHEVER IS LESS.

  1. Ownership

The Application is owned exclusively by CoinCalcu and/or its licensors. All rights, title and interest in and to the Application, including without limitation any corrections, updates, enhancements or modifications thereto (collectively, “Modifications”) whether made by you, CoinCalcu or any third-party and you hereby assign to CoinCalcu any rights in and to such Modifications. All copyright, trade secret rights, patent, trademark, and any other intellectual property or proprietary rights in and to the Application and Modifications shall at all times remain the exclusive property of CoinCalcu and/or its licensors. All rights not expressly granted under these Terms are reserved by CoinCalcu. No suggestions, feedback, enhancement requests, recommendations or other disclosures related to the Application or other CoinCalcu services (“Feedback”) made by you shall create any fiduciary or other obligation on the part of CoinCalcu, and you hereby acknowledge and agree that such Feedback is not confidential. CoinCalcu retains all right, title and interest in the Feedback. You hereby grant CoinCalcu the unconditional, irrevocable right to use, commercialize and/or disclose any such Feedback as CoinCalcu sees fit (including without limitation incorporating any such Feedback into the Application), without obligation of any kind.

If you are the owner of a copyrighted work and believe that your rights under U.S. copyright law have been infringed by any material on the Application, you may notify CoinCalcu by sending CoinCalcu’s designated agent a notification of claimed infringement that satisfies the requirements of Section 512(c)(3) of the U.S. Copyright Act. Notifications that do not comply with Section 512(c)(3) will not be considered. Notices must be sent to CoinCalcu’s designated agent at email address termofuse7511@coincalcul.com.

  1. Indemnity

You agree to indemnify and hold CoinCalcu, its parent company, subsidiaries, and affiliates harmless from and against any damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of claims related to your use of the Application, data, and/or violation of these Terms.

  1. Remedies

You agree that if you violate or threaten to violate any of these Terms, CoinCalcu and its licensors and suppliers will have no adequate remedy at law and will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages, in addition to any other legal, equitable, or financial remedies to which CoinCalcu or its licensors or suppliers may be entitled.

  1. S. Government Restricted Rights

As defined in FAR Section 2.101, DFAR Section 252.227-7014(a)(1) and DFAR Section 252.227-7014(a)(1) or otherwise, the Software is a “commercial item,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFAR Section 227.7202 and FAR Section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution of the Software by the U.S. government shall be governed solely by the terms of these Terms and shall be prohibited except to the extent expressly permitted herein.

  1. General
  2. Failure by CoinCalcu to enforce any particular term herein shall not be construed as a waiver of any of CoinCalcu’s rights under it.
  3. If any part of these Terms is held by a court of competent jurisdiction to be unenforceable for any reason whatsoever, you and CoinCalcu agree that the validity of the remainder of the terms will not be affected
  4. The validity, interpretation, construction, and performance of these Terms shall be governed by the laws of the State of Florida, without giving effect to the principles of conflict of laws. Any action under these Terms or related to the Application shall be commenced solely and exclusively in the state or federal courts located in Jacksonville, Florida. YOU HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE APPLICATION.You agree that you will not contest venue, and you waive any rights that you may have to initiate, transfer, or change the venue of any litigation arising from or related to these Terms.
  5. No variation, amendment of, or addition to these Terms shall be effective without CoinCalcu’s prior written consent.
  6. Single Sign On

CoinCalcu may make available a single sign on functionality (“SSO Functionality”) to permit you to use the same password(s) to access: (i) CoinCalcu service and product entitlements, including without limitation the Application (“BD Environment”); (ii) your internal computing environment (“Your Internal Environment”); and/or (iii) your environment on third-party products, services, system(s) or software (“Your External Environment”). Collectively, the three preceding environments will be referred to herein as the “Environments”. To the extent that SSO Functionality is available for your Environments you agree and accept the additional terms under this Section 14, and you will be responsible for obtaining all necessary rights to access and use such Environments via the SSO Functionality, and in ensuring compliance with your obligations hereunder and your agreement with third-party owners of Your Internal and External Environments. CoinCalcu may provide your vendors (“Your Vendors”) with access to and use of your Environments (including any information stored therein).

You will defend, indemnify and hold CoinCalcu harmless from and against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with any third-party claim made or brought against CoinCalcu arising out of or related to: (i) the SSO Functionality and your Environments (including any information stored therein); (ii) CoinCalcu’s actions authorized herein (including without limitation accessing, using, or displaying your information from the BD environment in Your External Environment), (iii) Your Vendor access to the BD Environment (including without limitation your information contained therein); or (iv) any claims of intellectual property infringement or breach of confidentiality that arise as a result of the SSO Functionality or CoinCalcu’s actions authorized herein; provided, that CoinCalcu (a) promptly gives written notice of any such claim(s) to you; (b) gives you sole control of the defense and settlement of the claim(s) (provided that you shall not settle any such claim unless it unconditionally releases CoinCalcu of all liability); and (c) provides to you, at your cost, all reasonable assistance.

CoinCalcu makes no representations or warranties regarding your right or ability to use or access any Environment via the SSO Functionality and does not represent or warrant that your use of any Environment via the SSO Functionality will be uninterrupted, error-free or will meet your requirements. You understand and agree that access to your Environments may be terminated or suspended by Your Vendor and that CoinCalcu will not be liable for any claims as a result of such termination or suspension. In the event Your Vendor modifies Your External Environment, or you modify Your Internal Environment, the SSO Functionality provided hereunder may temporarily cease to function as CoinCalcu works with you or Your Vendor(s), as applicable, to update the SSO Functionality. You agree that CoinCalcu is not obligated to monitor your use of the Environments.

You understand and agree that in the event (i) the Agreement, (ii) agreement that you have with Your Vendor, or (iii) agreement that CoinCalcu has with Your Vendor, if any and as applicable, terminates, you will no longer have access to applicable Environment(s) or Your Vendors’ applicable interface(s) through which you receive CoinCalcu’s data into Your External Environment (“Connectivity Products”). CoinCalcu will not be liable to you for any claims resulting from such termination. In order to renew your license to the Connectivity Products, you must be current in your payments for the BD Environment.

CoinCalcu is willing to make the SSO Functionality available to you only upon the condition that you specifically agree and accept that the terms under this Section 14 will override any conflicting terms from the Agreement, if applicable, or any other agreement between you and CoinCalcu, and you agree that your liability under this Section 14 will not be capped by any limitation or exclusion of liability. IF YOU DO NOT AGREE TO THESE TERMS, IN PARTICULAR THE TERMS UNDER SECTION 14, DO NOT ACCESS OR USE THE SSO FUNCTIONALITY.

  1. Document Vault

CoinCalcu may allow you to transmit and store information exchanged with your advisor or third party relating to the operation of Advisor’s business with you (the, “Document Vault”). To the extent you access or use the Document Vault functionality, you agree and accept the additional terms under this Section 15.

CoinCalcu confirms that it deploys generally accepted industry methods, including encryption, to secure data in transmission and storage. For the avoidance of doubt, as between the parties, you own all rights, title and interests in and to the information, you transmit and store via the Document Vault.

COINCALCU PROVIDES THE DOCUMENT VAULT “AS IS”, “AS AVAILABLE”, AND “AT YOUR OWN RISK”.

YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS INHERENT IN THE USE OF THE DOCUMENT VAULT AND THAT COINCALCU, ITS AFFILIATES AND SUPPLIERS: (I) ASSUME NO LIABLITY FOR ANY ACCESS TO, USE OF OR INFORMATION CONTAINED IN THE DOCUMENT VAULT; (II) MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, RESULTS, ACCURACY, COMPLETENESS, AVAILABILITY, TIMELINESS, SECURITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE FOR THE DOCUMENT VAULT(INCLUDING WITHOUT LIMITATION ANY INFORMATION CONTAINED THEREIN OR USED THEREWITH); AND (III) HAVE NO LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE DOCUMENT VAULT (INCLUDING WITHOUT LIMITATION ANY INFORMATION CONTAINED THEREIN OR USED THEREWITH), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMERS, IN ANY EVENT, MAXIMUM LIABILITY WILL NOT EXCEED FIVE HUNDRED DOLLARS ($500). THIS LIMITATION WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL YOU UPLOAD, SUBMIT, OR ALLOW SUBMISSION TO COINCALCU ANY PERSONAL HEALTH INFORMATION AND/OR ANY OTHER INFORMATION THAT COULD BE CONSIDERED RELATED TO HEALTH OR MEDICAL INFORMATION UNDER APPLICABLE LAW. YOU SHALL BE SOLELY RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, BACKUP, ARCHIVES, QUALITY, INTEGRITY, LEGALITY, RELIABILITY AND APPROPRIATENESS OF INFORMATION IN THE DOCUMENT VAULT.

You hereby release and hold harmless CoinCalcu, its officers, directors, employees, agents, affiliates and suppliers from any liability, claims, demands or causes of action, damages or expenses resulting from your access to or use of the Document Vault (including without limitation any information contained therein or used therewith).

You will defend, indemnify and hold CoinCalcu, its officers, directors, employees, agents, affiliates, and suppliers harmless from and against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with any third-party claim made or brought against CoinCalcu arising out of or related to your access to or use of the Document Vault (including without limitation any information contained therein); provided, that CoinCalcu (a) promptly gives written notice of any such claim(s) to you; (b) gives you sole control of the defense and settlement of the claim(s) (provided that you shall not settle any such claim unless it unconditionally releases CoinCalcu of all liability); and (c) provides to you, at your cost, all reasonable assistance.

You understand and agree that upon termination of the Agreement, if applicable, and notwithstanding anything to the contrary in such Agreement, CoinCalcu will not be responsible for, nor will it assist in the transfer of, any information placed in the Document Vault to you or to any other vendor. The transfer of such documents upon termination will be your sole and exclusive responsibility. Any information contained in the Document Vault following termination or expiration of the Agreement will be subject to CoinCalcu’s then current document retention policy.

You represent and warrant that you have obtained all necessary authority or consents required to allow any information to be transmitted by, or accessed or used in, the Document Vault.

If you direct or cause any confidential information to be used, provided, disclosed or otherwise made available to a party in connection with the Document Vault, CoinCalcu shall have no liability to the extent that CoinCalcu fulfills or facilitates any interaction with such party. CoinCalcu shall be entitled to rely upon any request by you or your representatives for making any information available in connection with the Document Vault without any obligation by CoinCalcu to confirm or inquire into the accuracy, legality, validity, or genuineness of such request.

CoinCalcu is willing to make the Document Vault functionality available to you only upon the condition that you specifically agree and accept that the terms under this Section 15 will override any conflicting terms from the Agreement, if applicable, or any other agreement between you and CoinCalcu and you agree that your liability under this Section 15 will not be capped by any limitation or exclusion of liability. IF YOU DO NOT AGREE TO THESE TERMS, IN PARTICULAR THE TERMS UNDER SECTION 15, DO NOT ACCESS OR USE THE DOCUMENT VAULT FUNCTIONALITY.

  1. Acknowledgment

You acknowledge that these Terms have the same force and effect as a signed agreement.

  1. Entire Agreement

These Terms, and any written addendum or amendment signed by CoinCalcu to these Terms, and if a written Master Subscription Agreement or Service Agreement, including any exhibits and data sheets thereto (collectively, the Agreement”) is in effect between you and CoinCalcu, are the entire agreement between you and CoinCalcu with respect to the Application and supersede all previous communications, representations, understandings, and agreements, either oral or written, with respect to the Application or other subject matter covered by these Terms. To the extent of any conflict or inconsistency between the provisions of the body of these Terms and the Agreement, the terms of the Agreement shall prevail unless the provisions herein specifically state otherwise, in which case such provisions shall prevail.

 

  1. Mobile Services and Software

Mobile Services: The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device, and (iii) the ability to access certain features and content through Mobile Apps (collectively, the “Mobile Services”).

Mobile App License: subject to these Terms of Service, CoinCalcu hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install the Mobile App on one mobile device and (b) use the Mobile App for your own personal use solely to access and use the Service. For clarity, the foregoing is not intended to prohibit you from installing the Mobile App on another device on which you also agreed to these Terms of Service. Each instance of these Terms of Service that you agree to in connection with downloading a Mobile App grant you the aforementioned rights in connection with the installation and use of the Mobile App on the applicable device.

Ownership; Restrictions: the technology and software underlying the Service or distributed in connection therewith are the property of CoinCalcu, its affiliates, and its licensors, including the Mobile Apps (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the software. Any rights not expressly granted herein are reserved by CoinCalcu.

Special Notice for International Use; Export Controls: CoinCalcu is headquartered in the United States. If you access or use the Service from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of US export laws. Downloading or using the Software is at your sole risk.

 

  1. Dispute Resolution by Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

  1. Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and CoinCalcu, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and CoinCalcu are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

  1. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND COINCALCU AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COINCALCU AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

  1. Pre-Arbitration Dispute Resolution

Coincalcu is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by contacting us. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Coincalcu should also be sent to our contact us page (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If CoinCalcu and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Coincalcu may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Coincalcu or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Coincalcu is entitled.

  1. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

  1. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Coincalcu will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, CoinCalcu will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Coincalcu will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

  1. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

  1. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

  1. Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, CoinCalcu agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Coincalcu written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

  1. Supplemental Terms

These Supplemental Terms apply to certain Third Party Content that you may have access to through the www.coincalcu.com website (or such other internet address as CoinCalcu may designate from time-to-time). Such Supplemental Terms are required by such Third Party Content providers.  You agree and acknowledge that to the extent any Supplemental Terms conflict with any terms from the Agreement, such Supplemental Terms shall override any conflicting terms from the Agreement, or any other agreement between you and CoinCalcu.

  1. Coinbase Data integration (“Coinbase”, “Coinbase pro”)

General Requirements:

You hereby agree that:

No Warranties:

With respect to any Coinbase data received through the Application Integration (“Coinbase Account Data”), Coinbase Pro AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS OR ANY OTHER MATTER.

Limitation on Liability

  1. Coinbase and its suppliers shall have no liability to you or a third party, for errors, omissions or malfunctions in the Coinbase Data services.
  2. (b) You acknowledge that the Coinbase Data services are intended for use as an aid to institutional investors, registered brokers or professionals of similar sophistication in making informed judgments concerning securities.
  3. (c) You accept responsibility for, and acknowledge you exercise your own independent judgment in the selection of any of the Coinbase Data, the selection of the use or intended use of such, and any results obtained. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable law for the protection of investors.

B.Third-Party Distribution Channels: CoinCalcu offers software that may be made available through the Apple App Store, the Google Play Store, third-party tax software, or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the Service, you agree to comply with all applicable terms of any agreement for such third-party products and services.

Apple-Enabled Software: with respect to Mobile Apps that are made available for your use in connection with an Apple-branded product (the “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:

  • CoinCalcu and you acknowledge that these Terms of Service are concluded between CoinCalcu and you only, and not with Apple Inc. (“Apple”) and that as between CoinCalcu and Apple, CoinCalcu, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
  • You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the Apple Media Services Terms and Conditions.
  • Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that you own or control, as permitted by the “Usage Rules” set forth in the Apple Media Services Terms and Conditions, except that such Apple-Enabled Software may be accessed and used by other accounts associated with the purchaser via Apple’s Family Sharing or volume purchasing programs.
  • Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
  • Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software, if any, to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, which will be CoinCalcu’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
  • CoinCalcu and you acknowledge that CoinCalcu, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including: (a) product liability claims; (b) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation.
  • In the event of any third-party claim that the Apple-Enabled Software or your possession and use of that Apple-Enabled Software infringe that third party’s intellectual property rights, as between CoinCalcu and Apple, CoinCalcu, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
  • You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
  • If you have any questions, complaints, or claims with respect to the Apple-Enabled Software, they should be directed to CoinCalcu.
  • You must comply with applicable third-party terms of agreement when using the Apple-Enabled Software, e.g., your wireless data service agreement.
  • CoinCalcu and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third-party beneficiary thereof.
  1. Google-Sourced Software: The following applies to any Mobile App you download from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms of Service are between you and CoinCalcu only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) CoinCalcu, and not Google, is solely responsible for CoinCalcu’s Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms of Service as it relates to CoinCalcu’s Google-Sourced Software.

D.Open Source Software: The Software may contain or be provided together with open-source software. Each item of open-source software is subject to its own license terms. If required by any license for particular open-source software, CoinCalcu makes such open-source software, and CoinCalcu’s modifications to that open-source software (if any), available by written request to termofuse7511@coincalcul.com

If you have any questions concerning the Terms of Use or use of this Application, please contact CoinCalcu /DataDistinct solutions at termofuse7511@coincalcul.com

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ABOUT COINCALCU

Coincalcu is a software platform to visualize you digital investments and assets performance over time to help in better understanding of investment spectrum and diversification.

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