1. Construction and Terminology
1.1 Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in interpreting this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole; (b) references to one gender include all genders; (c)” or” has the inclusive meaning frequently identified with the phrase “and/or;” (d) “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation;” and (e) references to “hereunder,”” herein,” or”hereof” relate to this Agreement as a whole. Any reference in this Agreement to any statute, rule, regulation, or agreement, including this Agreement, shall be deemed to include such statute, rule, regulation, or agreement as it may be modified, varied, amended, or supplemented from time to time.
1.2 “Digital Currency” or “Digital Currencies” or “Asset” or “Assets means any and all supported virtual currencies cryptocurrencies, and digital assets offered through Copaly site & Services.
1.3 “Copaly Wallet” means the Digital Currency wallet(s) that Copaly provides as a service for you to store, send, and receive Digital Currency.
1.4 “Buy Asset price” means the price, in any fiat currency or Digital Currency, at which you may buy a supported Digital Currency from Copaly.
1.5 “Sell Asset price” means the price, in any fiat currency or Digital Currency, at which you may sell a supported Digital Currency to Colpaly.
1.6 “Swap Asset price” means the price, in any of the selected Asset currency or Digital Currency, at which you may sell a supported Digital Currency to Colpaly.
1.7 “Exchange Rate” means, same as either Buy/Asset Price or Sell/Asset Price, the price of a supported Digital Currency given in any fiat currency or Digital Currency as quoted by Copaly.
1.8 “Order” or “Orders” means any Digital Currency/Asset from Copaly. An Order is considered active and open when submitted. A Buy/Sell/Swap Order is considered completed and closed when your Copaly account has been debited/Credited and the Digital Currency has been sent/Recievedt.
1.9 “Copaly Site” means, collectively, Copaly’s website, copaly.com, and any associated websites, APIs, and mobile applications.
1.10 “Copaly Services” means any and all products and services offered by Copaly, including, but not limited to, the gift cards, PINs, account top-up, Paypal, Perfect Money, buying Digital Currency, and selling Digital Currency.
1.11 “Funding Method” or “Funding Methods” means any and all methods of funding a Copaly account offered by Copaly, including, but not limited to, Cosplay gift cards, PINs, sending Digital Currency to your Wallet, credit or debit card, bank transfer, and third-party funding services.
1.12 “Service Fee” or “Service Fees” means any costs and/or fees Copaly charges for performing any of the Copaly Card Services.
1.13 “Permitted Jurisdiction” means any country, state, or jurisdiction in which Copaly expressly permits the use of Copaly Services. Any other country, state, or jurisdiction not expressly permitted is to be considered restricted or unavailable.
1.14 “Copaly Merchant” means any Copaly merchant, agent, location, store, or other third-party entity that offers Copaly Services and Funding Methods, including, but not limited to, Copaly gift cards, Copaly PINs, and Copaly account top-up.
2. General Use
2.1 Eligibility. To register an account and use Copaly site & Services, you represent and warrant that you are at least eighteen (18) years old.
2.3 Identity Verification. Copaly Site & Services include features such as a Digital Asset exchange, and as such, Copaly is required by law to collect and verify certain personal information for the purposes of identity verification, complying with applicable regulatory requirements, and the detection of money laundering, terrorist financing, fraud, or other financial crimes. The personal information we are required to collect may include but is not limited to, your name, telephone number, e-mail address, physical address, date of birth, taxpayer identification, government identification, and bank account information. This personal information may also be collected to increase account access limits. You represent and warrant that any information submitted to Copaly is authentic and accurate and that you will update Copaly if any applicable information changes. Copaly may use text message verification both at registration and login. You acknowledge and accept that standard text-messaging rates may apply, and Copaly is in no way responsible for these charges nor will you be reimbursed for any such charges.
You authorize Copaly to, either directly or through third parties, verify your identity and/or protect against fraud and money laundering through any inquiries we deem necessary.
You further authorize any and all third parties to respond to any inquiries or requests directed their way. These inquiries may include but are not limited to, querying information contained in public records. In addition to providing this information, to facilitate compliance with global industry standards for data retention, you agree to permit Copaly to keep a record of such information for the lifetime of your account plus five (5) years beyond account closing. You further authorize Copaly to make inquiries, whether directly or through third parties, that Copaly considers necessary to verify your identity or protect you and/or Copaly against fraud or other financial crimes, and to take action Copaly reasonably deems necessary based on the results of such inquiries. If Copaly carries out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit bureaus or reference and fraud prevention or financial crime agencies and that these agencies may respond to Copaly inquiries in full. This is an identity check only and should have no adverse effect on your credit score or rating.
Copaly may, in its sole discretion, suspend or permanently close your account for any reason, including, but not limited to, if you are suspected of violating this Agreement, providing fraudulent or falsified information, and/or using your account in a prohibited way or from a prohibited region. Copaly reserves the right to require additional verification on you at any stage and for any reason deemed necessary at Copaly’s sole discretion.
2.5 Risks. The buying, selling, and exchanging of Digital Assets may involve significant risks, including large price fluctuations. Copaly is not responsible for any changes in the value of any Digital Assets bought or sold through Copaly Site & Services, including, but not limited to, slippage or unforeseen price changes between order placement and execution. Please carefully consider your own financial position before trading or holding Digital Assets and adequately research any Digital Assets you are considering buying or selling.
2.6 Prohibition of Use. By accessing and using Copaly Site & Services, you acknowledge and declare that you are not on any trade or economic sanctions lists, nor do you reside in any restricted territory or nation. Copaly maintains the right to select its markets and jurisdictions to operate and may restrict or deny its services to certain countries. The content of this Agreement shall not be excluded from the laws of the country under which the user belongs. Copaly maintains its stance that prohibited users are not to use or access Copaly and any of its services.
3. Copaly Services
3.1 General. Eligible accounts in permitted jurisdictions may buy and/or sell supported Digital Currency through the Copaly Site & Services. Copaly has the right to delay or deny Copaly Services to anyone if it believes, at its sole discretion, a risk of illegal activity, fraud, and/or money laundering. You understand and acknowledge that the Buy Price and Sell Price of a supported Digital Currency may not be the same at a given point in time. You agree to accept the Exchange Rate as the sole pricing metric in the use of Copaly Site & Services.
If you load your account with any fiat currency other than the U.S. dollar, you agree to accept the foreign currency exchange rate (“Forex Rate” or “FX Rate”) that Copaly provides for conversion to USD or any other applicable currency. Copaly does not guarantee the availability of Copaly Services at any given time and reserves the right to limit access to features based on jurisdiction.
3.2 Account Limits. Your account may be subject to transaction and volume limits on the use of all Copaly Services. You may view and increase your limits from your Copaly account under the “Limits” tab. If you require limits beyond the current amounts, please contact email@example.com. Copaly may, at its sole discretion, change applicable limits associated with your account and/or require
additional information to verify your account. Copaly may, at its sole discretion, refuse to raise your account limits even if you have submitted all required information. Any attempt to circumvent your account limits will be considered a violation of this Agreement and may result in the suspension or permanent closure of your Copaly account. Copaly reserves the right to charge you any costs and/or fees associated with verifying your information. Copaly will notify you in advance of any such charges accruing on your account.
3.3 Service Fees. All Copaly Services may be subject to Service Fees. These Service Fees will be displayed to you on the Copaly Site prior to confirming a transaction. When funding your account via a Copaly Merchant in select jurisdictions, the Copaly Merchant may add additional service fees to the transaction. Copaly reserves the right to, at its sole discretion, change its fee structure. Copaly may periodically make fee waivers and discounts available through promotions or other events for any reason. You acknowledge that third-party Funding Methods may charge different transaction fees (e.g. bank fees, transaction fees, or foreign exchange charges) separate from and unrelated to Copaly Service Fees. Copaly will not process a transaction if associated fees exceed the value of the transaction.
3.4 Buying Digital Currency. Eligible accounts may purchase supported Digital Asset from Copaly on the platform after funding your account through any applicable Funding Methods.
You authorize Copaly to debit your account in settlement of Digital Asset Buy Orders and acknowledge that a Service Fee may apply to all Buy Orders in addition to the Asset Price.
Copaly will attempt to deliver the purchased Digital Asset to your Copaly Wallet or Personal Wallet as expeditiously as possible after the Buy Order has been submitted. You are aware and acknowledge that some Digital Currencies may result in longer delays depending on the liquidity of the market at any given time, delays in the network, and that the Buy Price of a Digital Currency is subject to fluctuation until the Order is completed and the Asset sent to your Copaly Wallet or Personal Wallet. Copaly is not responsible for any fluctuations or sudden changes in the Buy Price before or after an order is submitted.
Copaly will make every available and reasonable effort to complete your Buy Order. In the rare event that Copaly cannot fulfill an order for any reason, we will notify you and seek your approval before reattempting to complete your Order at the updated Buy Price.
3.5 Selling Digital Assets. Eligible accounts may sell supported Digital Asset to Copaly on the platform as a Funding Method. You authorize Copaly to debit your Copaly Wallet and credit your account in settlement of Digital Asset Sale Orders and acknowledge that a Service Fee may apply to all Sale Orders.
Copaly will attempt to credit your Copaly account for the Digital Asset sold as
expeditiously as possible after the Sale Order has been submitted. You are aware and acknowledge that some Digital Asset may result in longer delays depending on the liquidity of the market at any given time, delays in the network, and that the Sell Price of a Digital Asset is subject to fluctuation until the Sale Order is completed and your Copaly account has been credited. Copaly is not responsible for any fluctuations or sudden changes in the Sell Price before or after a Sale Order is submitted.
Copaly will make every available and reasonable effort to complete your Sale Order. In the rare event that Coplay cannot fulfill a Sale Order for any reason, we will notify you and seek your approval before reattempting to complete your Sale Order at the updated Sell Price.
3.6 Swap Digital Asset. Eligible accounts may swap supported Digital Asset from Copaly on the platform, that is swapping from Digital Asset A to get Digital Asset B wallet. You authorize Copaly to debit your Copaly Wallet Digital Asset to credit to your expected Digital Asset Swap Orders and acknowledge that a Service Fee may apply to all Swap orders Orders.
3.7 Wallet Accuracy and Cancelations. When sending Digital Asset from your Copaly Wallet or buying Asset to be sent to your Personal Wallet, you are required to input your Personal Wallet public address. IT IS IMPERATIVE THAT YOU PROVIDE AN ACCURATE, ACTIVE PERSONAL WALLET ADDRESS. PLEASE CHECK YOUR PERSONAL WALLET ADDRESS. COPALY IS NOT RESPONSIBLE FOR ASSETS SENT TO THE WRONG PERSONAL WALLET FOR ANY REASON.
You cannot cancel, reverse, or otherwise change any order or Funding Method whether pending or completed. if: Copaly suspects the order may involve fraud, money laundering, illegal activity; in response to any court or government order; or you are suspected to be in violation of this Agreement. If an order is refused, reversed, or canceled for any reason, Copaly is under no obligation to provide Services to you at the same price or on the same terms as the original order.
3.8 Copaly Account Credit. Eligible accounts may load credit onto their account through any available Funding Methods. To secure the performance of your obligations under this Agreement, you grant Copaly a lien on and security interest (also known as a security cession) in and to the balances in your account. Copaly reserves the right to debit or credit your account to correct any errors discovered from previous transactions, including but not limited to, buying or selling Digital Currency.
3.9 Cash-Out Services. Eligible accounts may cash-out the credit on your Copaly account (“Copaly”) directly to your bank account, in cash in person at select locations, or through other available methods. Copaly may use a third-party payment processor to process any payment in any fiat currency between you and Copaly. Cash-out services are subject to Service Fees and availability.
4. Account Use and Termination
4.1 Account Security. You acknowledge and accept that you are completely responsible for protecting your account information and any information relating to Copaly Site & Services, including, but not limited to, your password, email address, telephone number, PINs, gift card codes, and Funding Methods information. You are aware of phishing and spoofing attacks carried out through email and SMS, and you will carefully review Communications to ensure they are legitimate and originate from Copaly. Copaly assumes no responsibility for any loss that may be sustained due to a compromise of your account, your personal information, or failure to follow Communications delivered to you, or damages or interruptions caused by computer viruses, spyware, or other malware that may be contained in phishing attacks and messages. Always access your account directly through the Site to prevent any unauthorized access to your account. If you believe your Copaly account has been compromised, you are uncertain about a message, or you suspect a phishing scam, please report the situation immediately to firstname.lastname@example.org
4.2 Prohibited Use. You represent and warrant that your use of the Copaly Services and interactions with third parties comply with all applicable laws, regulations, and sanctions programs among other legal or government mandates and requests. Copaly reserves the right to, at its sole discretion and without notice, block any transactions or suspend or permanently close any account believed to be in violation of any of the above or a risk to Copaly.
Any automated means of accessing the Services not approved and provided by Copaly is expressly prohibited.
4.3 Account Suspension and Permanent Closure. Copaly may suspend, restrict, or permanently close your account for any reason deemed necessary, including, but not limited to, a court or authorized governmental agency order; suspicion of prohibited use; heightened legal or regulatory risk to Copaly; abuse of the account, system, or promotions; or inability of our partners to support your Copaly account. You acknowledge and accept that Copaly is not required to notify you of our actions or the reasoning and that the decision may be based on confidential criteria and information.
Please contact email@example.com to retrieve your Copaly from a permanently closed account. You may close your Copaly account at any time by contacting firstname.lastname@example.org
4.7 Taxes. You acknowledge and accept that it is your sole responsibility to comply with any tax laws in your jurisdiction arising from the use of Copaly Services or Digital Assets and to report and remit those taxes to the appropriate authorities.
4.8 Unclaimed Property. Funds held in your account may be considered unclaimed if Copaly is unable to contact you and has no record of your use for several years. Copaly may be required by law to report and deliver these funds to the jurisdiction as unclaimed property. Copaly reserves the right, as permitted by law, to deduct a dormancy fee or other related charges from unclaimed funds.
5. Dispute Resolution
5.1 Contact. Please contact email@example.com or open a support ticket on the Site with any feedback, questions, or complaints relating to Copaly Site & Services.
5.2 Waiver of Class Action. Disputes arising under this Agreement will be settled in binding arbitration. You and Copaly hereby expressly waive trial by jury and the right to participate in a class action lawsuit or class-wide arbitration. The prevailing party in the proceeding is entitled to reasonable costs and attorneys’ fees.
6. General Provisions
6.1 Governing Law. This Agreement will be construed in accordance with and governed by the laws of the State, without giving effect to conflict of law principles.
6.2 Indemnification. You acknowledge and understand the meaning and legal consequences of the representations and warranties contained in this Agreement, and hereby agree to indemnify and hold harmless Copaly and any affiliate of Copaly, and the officers, members, managers, associates, related entities, agents, and employees of Copaly and their affiliates, and any professional advisers to any of the above parties, from and against any and all loss, damage or liability (including costs and reasonable attorneys’ fees) due to or arising out of a breach of any representation, warranty or acknowledgment of yours, your failure to fulfill any obligation contained in this Agreement or violation of any laws, rules or regulations, or the rights of any third party by you.
6.3 Limited Liability and No Warranty. ALL COPALY SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION. COPALY MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOU ACKNOWLEDGE AND AGREE THAT COPALY AND ANY AFFILIATE OF COPALY, AND THE OFFICERS, MEMBERS, MANAGERS, ASSOCIATES, RELATED ENTITIES, AGENTS, AND EMPLOYEES OF COPALY AND THEIR AFFILIATES, AND ANY PROFESSIONAL ADVISERS TO ANY OF THE ABOVE PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY DAMAGES, OR DAMAGES RESULTING FROM LOSS OF PROFITS OR OTHER INTANGIBLE LOSSES. COPALY AND THE PARTIES ABOVE SHALL NOT BE LIABLE FOR ANY AMOUNT GREATER THAN THE COPALY CREDIT VALUE ON YOUR COPALY CARD ACCOUNT.
6.4 Survival. All provisions hereunder are by their nature continuing and will survive the termination of this Agreement.
6.5 Force Majeure. Copaly or its associate shall not be liable for any failures or delays resulting from any situation beyond our reasonable control, including, but not limited to, civil unrest, government actions, earthquake, fire, flood, epidemic, other acts of God, equipment failures, and Internet outages.
6.6 English Language Controls. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions, and representations herein are subject to the definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.
6.7 Assignment. You acknowledge and accept that you may not assign or transfer any rights or obligations granted under this Agreement.
Any attempted assignment or transfer shall be void.
Copaly reserves the right to freely cede rights and assign obligations in this Agreement to any third party without notice. Notwithstanding the foregoing, this Agreement shall be binding on you and your heirs, your executors, administrators, guardians, personal representatives, or trustees in bankruptcy.
6.8 Severability. In the event that any provision of this Agreement is held to be unenforceable under applicable law, this Agreement will continue in full force and effect without such provision and will be enforceable in accordance with its terms.
6.10 Amendments. Copaly may, to the extent permitted by applicable law, amend the terms and conditions of this Agreement (or add additional terms) at any time by posting the amended terms on the Copaly Site, and any such amendment shall be effective upon such posting on the website. The amended Agreement shall be deemed accepted by you. If you do not agree to the amendments, your sole remedy is to immediately terminate the use of Copaly Services and close your account. You agree that we shall not be liable to you or any third party for the loss suffered by modification or termination of Services or the suspension or termination of your account and access to Services. If an amendment is made for security purposes, Copaly may implement such amendment immediately, without prior notice to you and before such change may be posted on the website.