CryptoPerk User Agreement
Last updated: June 30, 2022
Important Definitions: As used throughout this Agreement, the following terms have the following meanings.
“Digital Asset” means any digital asset (including a virtual currency or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network.
"Supported Digital Asset" means only those particular Digital Assets listed as available to trade or custody in your Digital Asset Wallet (as defined below). Services and supported assets may vary by jurisdiction.
Amendment of these Terms: We may amend or modify this Agreement at any time by posting the revised agreement on the CryptoPerk Site and/or providing a copy to you (a “Revised Agreement”). The Revised Agreement shall be effective as of the time it is posted but will not apply retroactively. Your continued use of the Services after the posting of a Revised Agreement constitutes your acceptance of such 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 (as defined below).
Dispute Resolution: PLEASE BE AWARE THAT SECTION 7 (CUSTOMER FEEDBACK, QUERIES, COMPLAINTS, AND DISPUTE RESOLUTION) AND APPENDIX 5 OF THIS AGREEMENT, CONTAIN PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND CRYPTOPERK. AMONG OTHER THINGS, APPENDIX 5 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. APPENDIX 5 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 7 AND APPENDIX 5 CAREFULLY.
No Investment Advice or Brokerage: For the avoidance of doubt, CryptoPerk does not provide investment, tax, or legal advice, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. CryptoPerk may provide educational information about Supported Digital Assets, as well as Digital Assets not supported by CryptoPerk, in order to assist users in learning more about such Digital Assets. Information may include, but is not limited to, blog posts, articles, links to third-party content, news feeds, tutorials, and videos. The information provided on the CryptoPerk Site or any such third-party sites does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the website's content as such. CryptoPerk does not recommend that any Digital Asset should be bought, earned, sold, or held by you. CryptoPerk will not be held responsible for the decisions you make to buy, sell, or hold Digital Assets based on the information provided by CryptoPerk.
Acknowledgement of Risk: As with any asset, the value of Digital Assets can increase or decrease and there can be a substantial risk that you lose money buying, selling, holding, or investing in Digital Assets. You should consult your financial advisor, legal or tax professional regarding your specific situation and financial condition and carefully consider whether trading or holding Digital Assets is suitable for you.
CryptoPerk is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons. You acknowledge that Digital Assets are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
1. Account Setup
1.1. Eligibility. To be eligible to use the CryptoPerk Services, you must be at least 18 years old, and reside in the United States. There are certain features which may or may not be available to you depending on your location and other criteria.
1.2. Registration of CryptoPerk Account. You must register for a CryptoPerk account to use the CryptoPerk Services (a "CryptoPerk Account" or “your account”). You will need to complete certain verification procedures before you are permitted to use the CryptoPerk Services. By registering or using a CryptoPerk Account you agree and represent that you have created your CryptoPerk Account and you will use your CryptoPerk Account only for yourself, and not on behalf of any third party, unless you have obtained prior written approval from CryptoPerk. You are fully responsible for all activity that occurs under your CryptoPerk Account. We may, in our sole discretion, refuse to open a CryptoPerk Account, suspend or terminate any CryptoPerk Account, suspend or terminate the sending of Digital Assets from your account, or suspend or terminate the trading of Digital Assets in your account. Please see Section 6 below for more information.
1.3. Access. The CryptoPerk Services can be accessed directly using the CryptoPerk Site. Access to CryptoPerk Services may become degraded or unavailable during times of significant volatility or volume. This could result in significant support response time delays. Although we strive to provide you with excellent service, we do not represent that the CryptoPerk Site or other CryptoPerk Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. CryptoPerk shall not be liable for any losses resulting from or arising out of delays in processing transactions, inability to execute transactions, or lack of timely response from CryptoPerk customer support. For example, if you are locked out of your CryptoPerk Account, it is possible that the value or price of the Digital Assets in your account might go down before your access is restored. CryptoPerk shall not be liable for any alleged losses that you suffer from a drop in Digital Asset values or prices.
2. Hosted Wallet and Custodial Services
2.1. Hosted Wallet Services. As part of your CryptoPerk Account, CryptoPerk will provide qualifying users: (i) hosted Digital Asset wallet(s), each of which is an account for holding Supported Digital Assets (“Digital Asset Wallet”), and (ii) a hosted US Dollars ("USD") wallet, which is an account for holding USD (a “USD Wallet“). You may also elect to use other products and services, or CryptoPerk Wallet (an unhosted wallet service); additional rules associated with such product(s) and services(s) may apply.
2.2. Hosted Digital Asset Wallet. Your Digital Asset Wallet allows you to store, track, transfer, and manage your balances of Supported Digital Assets. We securely store Digital Asset private keys, which are used to process transactions, in a combination of online and offline storage. As a result of our security protocols, it may be necessary for us to retrieve private keys or related information from offline storage in order to facilitate Digital Asset Transfers (as defined below) in accordance with your instructions, and you acknowledge that this may delay the initiation or crediting of such Digital Asset Transfers.
2.3. Supported Digital Assets. Your Digital Asset Wallet is intended solely for proper use of Supported Digital Assets as designated on the CryptoPerk Site. Under no circumstances should you attempt to use your Digital Asset Wallet to store, send, request, or receive any assets other than Supported Digital Assets. CryptoPerk assumes no responsibility in connection with any attempt to use your Digital Asset Wallet with Digital Assets that we do not support. You acknowledge and agree that CryptoPerk is not liable for any unsupported Digital Asset that is sent to a wallet associated with your CryptoPerk Account. CryptoPerk may in its sole discretion terminate support for any particular Digital Asset. If you do not sell or send such Digital Asset off platform before CryptoPerk terminates its support for such Digital Asset, then CryptoPerk may, in its discretion, remove such Digital Asset from your Digital Asset Wallet and credit your Digital Asset Wallet or USD Wallet the equivalent market value of a Supported Digital Asset or fiat currency minus transaction costs.
2.4. Supplemental Protocols Excluded. Unless otherwise specifically announced on the CryptoPerk Site or as set forth in this Agreement, Supported Digital Assets excludes all other protocols and/or functionality which supplement or interact with the Supported Digital Asset. This exclusion includes but is not limited to: metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins or other functionality, such as staking, protocol governance, and/or any smart contract functionality, which may supplement or interact with a Supported Digital Asset. Do not use your CryptoPerk Account to attempt to receive, request, send, store, or engage in any other type of transaction or functionality involving any such protocol as the CryptoPerk Site is not configured to detect, secure, or process these transactions and functionality. Any attempted transactions in such items will result in loss of the item. You acknowledge and agree that other than as set forth in this Agreement supplemental protocols are excluded from Supported Digital Assets and that CryptoPerk has no liability for any losses related to supplemental protocols.
2.5. Fungibility of Certain Digital Assets. You acknowledge and agree that CryptoPerk may hold Supported Digital Assets in your Digital Asset Wallets in a variety of different ways, including across multiple blockchain protocols, such as layer two networks, alternative layer one networks, or side chains. In connection with its holding of Supported Digital Assets in your Digital Asset Wallets, CryptoPerk may transfer such Digital Assets off of the primary blockchain protocol and hold such Digital Assets on shared blockchain addresses, controlled by CryptoPerk, on alternative blockchain protocols in forms compatible with such protocols. You agree that all forms of the same Digital Asset that are held and made available across multiple blockchain protocols may be treated as fungible and the equivalent of each other, without regard to (a) whether any form of such Digital Asset is wrapped or (b) the blockchain protocol on which any form of such Digital Asset is stored.
2.6. Operation of Digital Asset Protocols. CryptoPerk does not own or control the underlying software protocols which govern the operation of Digital Assets. Generally, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. We assume no responsibility for the operation of the underlying protocols and do not guarantee the functionality or security of network operations. In particular, the underlying protocols may be subject to sudden changes in operating rules (including “forks”). Any such operating changes may materially affect the availability, value, functionality, and/or the name of the Digital Assets in your Digital Asset Wallet or other wallet. CryptoPerk does not control the timing and features of these operating changes. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information and information that may be provided by CryptoPerk in determining whether to continue to use a CryptoPerk Account for the affected Digital Asset. In the event of any such operational change, CryptoPerk reserves the right to take such steps as may be necessary to protect the security and safety of assets held on the CryptoPerk Site, including without limitation, temporarily suspending operations for the involved Digital Asset(s); CryptoPerk will endeavor to provide you notice of its response to any material operating change; however, such changes are outside of CryptoPerk’s control and may occur without notice to CryptoPerk. CryptoPerk’s response to any operating change is subject to its sole discretion and may include deciding not to support any new Digital Asset, fork, or other actions. You acknowledge and accept the risks of operating changes to Digital Asset protocols and agree that CryptoPerk is not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that CryptoPerk has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported currencies or protocols. You further acknowledge and accept that CryptoPerk has no responsibility to support new Digital Asset forks or operating changes for Digital Assets.
2.7. Digital Asset Custody and Title. All Supported Digital Assets held in your Digital Asset Wallet are custodial assets held by CryptoPerk for your benefit, as described in further detail below.
2.7.1. Ownership. Title to Supported Digital Assets shall at all times remain with you and shall not transfer to CryptoPerk. All interests in Digital Assets we hold for Digital Asset Wallets are held for customers, are not property of CryptoPerk, and are not subject to claims of CryptoPerk’s creditors. As owner of the Supported Digital Assets in your Digital Asset Wallet, you shall bear all risk of loss of such Supported Digital Assets. CryptoPerk shall have no liability for Supported Digital Asset fluctuations or loss. None of the Supported Digital Assets in your Digital Asset Wallet are the property of, or shall or may be loaned to, CryptoPerk; CryptoPerk does not represent or treat assets in User’s Digital Assets as belonging to CryptoPerk. CryptoPerk may not grant a security interest in the Supported Digital Assets held in your Digital Asset Wallet. Except as required by law, or except as provided herein, CryptoPerk will not sell, transfer, loan, hypothecate, or otherwise alienate Supported Digital Assets in your Digital Asset Wallet unless instructed by you.
2.7.2 Application of the Uniform Commercial Code. All Supported Digital Assets credited to the Digital Asset Wallet will be treated as “financial assets” under Division 8 of the California Uniform Commercial Code (“Division 8”). CryptoPerk is a “securities intermediary” as used in Division 8 with respect to Supported Digital Assets, and your Digital Asset Wallet is a “securities account” as used in Division 8. As stated in Division 8, “the characterization of a person, business, or transaction for purposes of this division does not determine the characterization of the person, business, or transaction for purposes of any other law, regulation, or rule,” including the United States Commodity Exchange Act and any federal, state, or foreign securities law or regulation. CryptoPerk will comply with your instructions with respect to your Supported Digital Assets, subject to the terms of this User Agreement.
2.7.3. Control and Customer Instructions. You control the Digital Assets held in your Digital Asset Wallet. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Supported Digital Assets by instructing CryptoPerk to debit the applicable Supported Digital Asset from your Digital Asset Wallet and transfer the Digital Assets to a different blockchain address. As long as you continue to hold Supported Digital Assets with CryptoPerk, CryptoPerk shall retain control over electronic private keys associated with blockchain addresses operated by CryptoPerk, including the blockchain addresses used to hold the Supported Digital Assets credited to your Digital Asset Wallet.
2.7.4. Omnibus Accounts. In order to more securely and effectively custody assets, CryptoPerk may use shared blockchain addresses, controlled by CryptoPerk, to hold Supported Digital Assets for Digital Asset Wallets on behalf of customers and/or held on behalf of CryptoPerk. Although we maintain separate ledgers for users’ CryptoPerk Accounts and CryptoPerk accounts held by CryptoPerk for its own benefit, CryptoPerk shall have no obligation to create a segregated blockchain address for your Supported Digital Assets.
2.8. USD Wallet. Your USD Wallet allows you to hold and transfer USD with your CryptoPerk Account as described in Section 3 below. In general, we will combine the balance of your USD Wallet with other customers’ balances and either hold those funds in a custodial account at a U.S. FDIC-insured bank or invest those funds in liquid investments, which may include but are not limited to U.S. treasuries, in accordance with state money transmitter laws. CryptoPerk owns the interest or other earnings on these investments. Pooled customer funds are held apart from CryptoPerk’s corporate funds and CryptoPerk will neither use these funds for its operating expenses or any other corporate purposes.
2.8. USDC Wallets. You may elect to buy USD Coin (“USDC”) from CryptoPerk, a Digital Asset issued by Circle Internet Financial (“Circle”) and supported by CryptoPerk. You are the owner of the balance of your USDC Wallet. CryptoPerk is not the issuer of USDC, does not hold reserves for USDC, and has no obligation to repurchase your USDC for USD. You can redeem your USDC with Circle, and CryptoPerk may also elect to repurchase your USDC in exchange for USD. You agree to be bound by the terms of the Circle USDC User Agreement (located at https://support.usdc.circle.com/hc/en-us/articles/360001233386-Circle-USDC-User-Agreement), which provides additional obligations, undertakings, and limitations with respect to USDC.
3. Payment Services, Purchase & Sale Transactions, and Credit Transactions
3.1. USD Funds. You can load funds into your USD Wallet from a valid bank account via ACH transfer or wire transfer. Your USD balance is in a pending state and will not be credited to your USD Wallet until after the bank transfer has cleared, usually within five (5) business days. We may debit your linked bank account as soon as you initiate payment. The name on your linked bank account and your wire transfer must match the name verified on your CryptoPerk Account.
3.2. Transactions on the CryptoPerk Site. When you buy or sell Supported Digital Assets on the CryptoPerk Site (which, for clarity, does not include transactions with Third Party Services (as defined below)), you are not buying Supported Digital Assets from CryptoPerk or selling Supported Digital Assets to CryptoPerk. CryptoPerk acts as the agent, transacting on your behalf, to facilitate that purchase or sale between you and other CryptoPerk customers. You can purchase Supported Digital Assets on the CryptoPerk Site using: (i) funds in your USD Wallet; (ii) Supported Digital Assets held in certain Digital Asset Wallets, as permitted by CryptoPerk; (iii) a valid bank account in the name that matches the name on your CryptoPerk Account; (iv) a debit or credit card that matches the name on your CryptoPerk Account; (v) Google Pay; (vi) Apple Pay; (vii) PayPal; or (viii) a CryptoPerk gift card (each a "Valid Payment Method"). Your purchase must follow the relevant instructions on the CryptoPerk Site. CryptoPerk reserves the right to cancel any transaction not confirmed by you within five (5) seconds after CryptoPerk quotes a transaction price. A purchase of Supported Digital Assets using a Valid Payment Method generally will initiate on the business day we receive your instructions. Purchased Supported Digital Assets will usually be deposited in your Digital Asset Wallet instantly and can be exchanged for other Digital Assets. You will be able to sell or send Purchased Digital Assets as soon as funds have settled to CryptoPerk, which in the case of a bank account or credit or debit card usually takes up to five (5) business days. You can sell Supported Digital Assets and instruct CryptoPerk to deposit funds into your CryptoPerk USD Wallet or, where supported, a Digital Asset Wallet. Supported Digital Asset purchases and sales on the CryptoPerk Site are collectively referred to herein as “Digital Asset Transactions”. If CryptoPerk cannot complete your Digital Asset Transaction for any reason (such as price movement, market latency, inability to find a counterparty for your transaction, or order size), CryptoPerk will reject the order and notify you of such rejection. You will not be charged for a rejected transaction.
3.3. Fees. In general, CryptoPerk makes money when you purchase, transfer, or sell Supported Digital Assets on the CryptoPerk Site. By using CryptoPerk Services you agree to pay all fees and if applicable based on the service, a spread. CryptoPerk reserves the right to adjust its pricing and fees and any applicable waivers at any time. We notify you of the final price of each transaction, inclusive of pricing and fees in each receipt we issue to you. We may charge network fees (miner fees) to process a Digital Asset Transaction on your behalf. We will calculate the network fee at our discretion, and notify you of the network fee at or before the time you authorize the Digital Asset Transaction. Bank fees charged to CryptoPerk are netted out of transfers to or from CryptoPerk. You are responsible for paying any additional fees charged by your financial service provider. We will not process a transfer if associated bank fees exceed the value of the transfer. You may be required to deposit additional USD to cover bank fees if you desire to complete such a transfer.
3.6. Revocation. When you give us instructions to purchase Supported Digital Assets, you cannot withdraw your consent to that purchase unless the purchase is not scheduled to occur until a future date e.g. you set up a recurring purchase of Supported Digital Assets (a "Future Transaction"). In the case of a Future Transaction, you may withdraw your consent up until the end of the business day before the date that the Future Transaction is scheduled to take place. To withdraw your consent to a Future Transaction, you must submit your request in writing to your CryptoPerk representative.
3.7. Unauthorized and Incorrect Transactions. When a Digital Asset Transaction or USD transaction occurs using your credentials, we will assume that you authorized such transaction, unless you notify us otherwise. If you believe you did not authorize a particular transaction or that a transaction was incorrectly carried out, you must contact us as soon as possible.
3.8. Reversals & Cancellations. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful, if your payment method has insufficient funds, or if you reverse a payment made from funds in your bank account, you authorize CryptoPerk, in its sole discretion, either to cancel the transaction or to debit your other payment methods, including your USD Wallet or Digital Asset Wallet balances or other linked accounts, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, non-sufficient funds (NSF), or similar fees charged by your payment provider. We reserve the right to refuse to process, or to cancel, correct, clawback, or reverse, any Digital Asset Transaction or Transfers in our sole discretion, even after funds have been debited from your account(s), in response to a subpoena, court order, or other government order; or if we suspect the transaction may: involve money laundering, terrorist financing, fraud, or any other type of financial crime; be erroneous; or relate to a Prohibited Use or a Prohibited Business. In such instances, CryptoPerk will reverse the transaction and we are under no obligation to reinstate a purchase or sale order at the same price or on the same terms as the canceled transaction.
3.9. Payment Services Partners. CryptoPerk may use a third-party payment processor to process any US Dollar payment between you and CryptoPerk, including but not limited to payments in relation to your use of the Digital Asset Transactions or deposits or withdrawals from your USD Wallet or CryptoPerk Account.
4. Data Protection and Security
4.2. Security Breach. If you suspect that your CryptoPerk Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or CryptoPerk (collectively a "Security Breach"), you must notify CryptoPerk and provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce or manage any Security Breach. Prompt reporting of a Security Breach does not guarantee that CryptoPerk will reimburse you for any losses suffered or be liable to you for any losses suffered as a result of the Security Breach.
4.3. Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. 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 CryptoPerk. Always log into your CryptoPerk Account(s) through the CryptoPerk Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
5. General Obligations, Taxes, Designating a Fiduciary and Termination
5.1. Limited License. All content included in or made available through the CryptoPerk Services, CryptoPerk Site or any related content, materials and information such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software (collectively, the “Content”) is the property of CryptoPerk or its affiliates or its content providers and protected by United States and international copyright laws. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the CryptoPerk Services, CryptoPerk Site, and Content solely for purposes approved by CryptoPerk from time to time. Any other use of the CryptoPerk Services, CryptoPerk Site or Content is expressly prohibited and all other right, title, and interest in the CryptoPerk Services, CryptoPerk Site or Content is exclusively the property of CryptoPerk and its licensors. You agree you will not 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 without the prior written consent of CryptoPerk.
5.2. Website Accuracy. Although we intend to provide accurate and timely information on the CryptoPerk Site, the CryptoPerk Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the CryptoPerk Site are your sole responsibility and we shall have no liability for such decisions. Information provided by third parties, including historical price and supply data for Digital Assets, is for informational purposes only and CryptoPerk makes no representations or warranties to its accuracy. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the CryptoPerk Site.
5.3. Third-Party Applications. If, to the extent permitted by CryptoPerk from time to time, you grant express permission to a third party to access or connect to your CryptoPerk Account(s), either through the third party's product or service or through the CryptoPerk Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your CryptoPerk Account(s). Further, you acknowledge and agree that you will not hold CryptoPerk responsible for, and will indemnify CryptoPerk from, any liability arising out of or related to any act or omission of any third party with access to your CryptoPerk Account(s). You may change or remove permissions granted by you to third parties with respect to your CryptoPerk Account(s) at any time through the tabs on the Account Settings page on the CryptoPerk Site.
5.4. Unclaimed Property. If CryptoPerk is holding funds (whether fiat currency or Supported Digital Assets) in your account, and has no record of you accessing the Services for several years and is unable to contact you, applicable law may require CryptoPerk to deliver any such funds to the applicable state or jurisdiction as unclaimed property.
5.5. Password Security; Contact Information. You are responsible for creating a strong password and maintaining security and control of any and all electronic devices, IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the CryptoPerk Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your CryptoPerk Account(s) by third-parties and the loss or theft of any Digital Assets and/or funds held in your CryptoPerk Account(s) and any associated accounts, including your linked bank account(s) and credit card(s). You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. You should never allow remote access or share your computer and/or computer screen with someone else when you are logged on to your CryptoPerk Account.
5.5. Taxes. The tax treatment of Digital Asset transactions is uncertain, and it is your responsibility to determine what taxes, if any, arise from transactions using CryptoPerk Services under this Agreement. Users are solely responsible for reporting and paying any applicable taxes arising from transactions using CryptoPerk Services, and acknowledge that CryptoPerk does not provide investment, legal, or tax advice governing these transactions. You understand that CryptoPerk shall report information with respect to your transactions, payments, transfers, or distributions made by or to you with respect to your activities using CryptoPerk Services to a tax or governmental authority to the extent such reporting is required by applicable law. CryptoPerk also shall withhold taxes applicable to your transactions or to payments or distributions made or deemed made to you to the extent such withholding is required by applicable law. From time to time, CryptoPerk shall ask you for tax documentation or certification of your taxpayer status as required by applicable law, and any failure by you to comply with this request in the time frame identified may result in withholding and/or remission of taxes to a tax authority as required by applicable law. You should conduct your own due diligence and consult your own tax advisors before making any decisions with respect to Digital Asset transactions.
6. Liabilities & Indemnification
6.1. Release of CryptoPerk; Indemnification. If you have a dispute with one or more users of the CryptoPerk Services, you release CryptoPerk, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold CryptoPerk, its affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.
6.2. Limitation of Liability; No Warranty. IN NO EVENT SHALL CRYPTOPERK, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (I) FOR ANY AMOUNT GREATER THAN THE VALUE OF THE SUPPORTED DIGITAL ASSETS ASSOCIATED WITH YOUR DIGITAL ASSET WALLET AT THE TIME OF THE EVENT OR CIRCUMSTANCE GIVING RISE TO YOUR CLAIM OR (II) FOR ANY LOST PROFITS, LOSS OF GOODWILL OR REPUTATION, LOSS OF DATA, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE CRYPTOPERK SITE OR THE CRYPTOPERK SERVICES, OR THIS AGREEMENT, EVEN IF CRYPTOPERK HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF CRYPTOPERK’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT CRYPTOPERK FAILED TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE LESSER OF THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE TRANSACTION OR THE TOTAL VALUE OF THE SUPPORTED DIGITAL ASSETS ASSOCIATED WITH YOUR DIGITAL ASSET WALLET, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, DIMINUTION IN VALUE OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES ARISING OUT OF OR RELATING TO DIGITAL ASSETS THAT ARE NOT SUPPORTED DIGITAL ASSETS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
THE CRYPTOPERK SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CRYPTOPERK SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. CRYPTOPERK DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE CRYPTOPERK SITE, ANY PART OF THE CRYPTOPERK SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. CRYPTOPERK DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE CRYPTOPERK SERVICES AND CRYPTOPERK SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT CRYPTOPERK WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (I) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSET PRICE DATA, OR ANY ERROR, DELAY OR INTERRUPTION IN THE TRANSMISSION OF SUCH DATA; (II) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OUR WEBSITES, SOFTWARE, SYSTEMS OPERATED BY US OR ON OUR BEHALF OR ANY OF THE CRYPTOPERK SERVICES OR ANY WEBSITE OR SERVICE LINKED TO OUR WEBSITE; (III) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN OUR WEBSITES, SOFTWARE, SYSTEMS OPERATED BY US OR ON OUR BEHALF OR ANY OF THE CRYPTOPERK SERVICES; OR (IV) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR CRYPTOPERK ACCOUNT.
CryptoPerk will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but CryptoPerk makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.
IF YOU ARE A NEW JERSEY RESIDENT, the provisions of this Section 6.2 are intended to apply only to the extent permitted under New Jersey law.
The foregoing limitations of damages, liability and no warranty provisions set forth above in this Section 6.2 are fundamental elements of the basis of the bargain between CryptoPerk and you.
7. General Provisions
7.2. Assignment. We reserve the right to assign our rights without restriction, including without limitation to any CryptoPerk affiliates or subsidiaries, or to any successor in interest of any business associated with the CryptoPerk Services. In the event that CryptoPerk is acquired by 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 as part of such merger, acquisition, sale, or other change of control. You may not assign any rights and/or licenses granted under this Agreement. Any attempted transfer or assignment by you in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
7.3. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
7.4. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, CryptoPerk Account cancellation, debts owed to CryptoPerk, general use of the CryptoPerk Site, disputes with CryptoPerk, and general provisions, shall survive the termination or expiration of this Agreement.
7.5. Governing Law. You agree that the laws of the State of California, without regard to principles of conflict of laws, will govern this Agreement and any Dispute, except to the extent governed by federal law.
7.6. Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, pandemic, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
7.7. Non-Waiver of Rights. This Agreement shall not be construed to waive rights that cannot be waived under applicable laws, including applicable state money transmission laws in the state where you are located. In addition, our failure to insist upon or enforce strict performance by you of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision or right in that or any other instance.
7.8. Relationship of the Parties. CryptoPerk is an independent contractor for all purposes. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and CryptoPerk, or authorize you to act as agent of CryptoPerk.