User Terms

Coin Out Inc.

Last Updated: April 16, 2019.

Welcome to the Coin Out service (the “Service” or “Coin Out”) operated by Coin Out Inc. (the “Company”). This User Agreement (this “Agreement”) is for the customers, members, users, and others who visit and use the Service (collectively or individually “Users”). BEFORE USING THE SERVICE, PLEASE READ THIS AGREEMENT CAREFULLY.

THE SERVICE IS ONLY AVAILABLE TO INDIVIDUALS 18 AND OLDER. You represent and warrant that you are at least 18 years of age. If you are under 18 years of age, you are not permitted to use Coin Out.

If you are using the Service on behalf of an individual, company, entity, or organization (each, an “Organization”), you represent and warrant that: (a) you are an authorized representative of such Organization with the authority to bind such Organization to this Agreement; (b) you agree to be bound by this Agreement on behalf of such Organization; and (c) such Organization meets the eligibility requirements for the Service, as set forth in this Agreement. You will be solely responsible for ensuring your Organization complies with this Agreement.

1. Privacy Policy

• The Company’s Privacy Policy, found at www.coinout.com/pages/privacy_policy is hereby incorporated into this Agreement. Please read this notice carefully for details relating to the collection, use, and disclosure of your personal information.

2. How it Works

• Services. Coin Out currently offers one service to its Users.
  • Collecting Rewards with CoinOut.
    • Basics. Users have the potential to earn cash-back or other rewards (“Rewards”) for completing purchases with participating merchant partners (“Rewards Partners”), subject to the terms of this Agreement and any other terms and conditions of Rewards Partners that may apply. Users earn Rewards by using the Coin Out app to scan a receipt, entering their cell-phone number into the software being used by Rewards Partners or by completing an online purchase that starts within the Coin Out app.
    • Redeeming Rewards. To claim Rewards Users must register and/or log into their Coin Out account within 7 days after the applicable transaction at which time the Rewards will become redeemable by the User. At this time, a User can redeem Rewards through a transfer to a U.S. Bank account transfer, receipt of amazon.com gift card or to a PayPal account. The Company may require a User to have a minimum amount of accumulated Rewards in their Coin Out account in order to redeem any cash-back rewards. If a User does not log into the User’s Coin Out account within 7 days after earning a Reward, the User will no longer have the right to redeem that Reward.
    • Expiration of Rewards. A User’s Rewards will expire and will no longer be redeemable if the User does not log into their account for a continuous six month period. Users will be given 7 days’ notice before the expiration of any Rewards.
    • No Cash Value. Rewards have no cash value.
• Fees. The Company reserves the right to alter fees that Users will pay for using the Service. At this time, the Company's fees are 0% of the value of all Rewards and Coin Funds held in a User’s account. The Company will provide notice of any fee changes in accordance with Section 6.
• Uploading receipt. The Company may offer User's the ability to upload receipts. If receipts are legitimate and valid, the User may earn the cash-back reward. If a User uploads fake, invalid or duplicate receipts, or the Company reasonably suspects a User is abusing or manipulating the Services, the Company may refuse, in its sole discretion, to allow that User to earn Rewards.
• Taxes. The Company does not provide tax or other financial advice. You are solely responsible for ascertaining and complying with any tax obligations you may have in connection with your use of the Service.
• Custody of Funds. The Service is used by Users and Partners to keep track of change and offers and enable their use. BNB Bank holds the funds in a pooled FBO account that is FDIC insured.
• Limits. The Company reserves the right to alter User and Partner limits. Currently, the limits are as follows.
  • Individual Transactions. A User may be allowed to earn as little as $0.01.
  • Maximum Balance.
  • Daily Limits. In addition to other limitations, the aggregate value of all Rewards redeemed by a User will not be allowed to exceed $50.00 in any given day.
  • Monthly Limits. In addition to the other limitations, the aggregate value of all Rewards redeemed by a User may be limited to not exceed $250.00 in any given month.
  • Bank Account transfers. A User can redeem Rewards to their bank account via ACH no more than once a week, or four times in any given calendar month. The maximum value of any single Coin Funds transfer or Rewards redemption may not exceed $500.00.

3. Transactions

• The Service is provided for your personal use, and you may not use the Service for commercial purposes. You agree not to use the Service in connection with any activity that violates any law, rule or regulation or any third party rights. Without limiting anything else in this Agreement, the Company may at any time decline to process any transaction, suspend or cancel any User account and/or provide transaction and User information to law enforcement authorities in the event that the Company (1) suspects any violation of law, rule, regulation, any third party rights or this Agreement, (2) is required to do so under applicable law, rule, regulation or legal process (such as a court order), (3) is requested to do so by law enforcement authorities or (4) believes (in its sole discretion) that such action is appropriate in order to protect the property, rights or safety of the Company or any third party or to limit the Company’s liability. The Company will not be liable to you or any third party for any termination of or modification to the Service regardless of the reason for such termination or modification. These remedies are in addition to any other remedies the Company may have at law or in equity.

4. Referral program

• The Company reserves the right to change its referral policy at its discretion. Please look to the referral section of the Coin Out app to find details. The Company reserves the right to suspend your account and revoke any referral amounts if they were earned in violation of this Agreement. The Company reserves the right to implement limits on the amount of referrals benefits possible to be earned. Referral invites should be used for personal and non-commercial purposes. Public distribution through sites where you are not the primary content owner is not allowed.
Third Party Products and Services

• The Company does not endorse the purchase or use of any product or service that you may choose to pay for while using the Service, and has no control over any aspect of any such products or services, including without limitation their existence, delivery, quality or safety. The Company is not a party to any transaction you may elect to enter into with a Partner, and you are solely responsible for your dealings with the Partner. You are solely responsible for all aspects of all transactions you may enter into for which you use the Service, and acknowledge that the Company has no obligation to assist you in any dispute with any Partner regarding a product or service purchased with a Reward or Coin Funds and no ability to effectuate any refunds. If you wish to report a Partner who you believe is using Coin Out in connection with any fraud or other illegal activity, you may contact the Company at support@coinout.com.

6. Individual Features and Services

• When using the Service, you will be subject to any additional posted guidelines or rules applicable to specific services, offers, Rewards and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into this Agreement. Please note that additional and/or different conditions and terms of use may apply to media, contests, competitions, or services provided through one or more of our partners or business associates, and you should refer to those before using such services.%p
7. Modification

• The Company may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective immediately after the Company provides notice of the Changes, whether such notice is provided through the Service user interface, by posting the updated version on the Company’s website, is sent to the e-mail address associated with your account or otherwise, or when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first. Your continued use of the Service after such Changes means that you accept all such Changes. You should consult this Agreement each time you use the Service. This Agreement was last modified on the date indicated at the top of this Agreement.

8. Ownership, Proprietary Rights

• The Service is owned and operated by the Company. The content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the Service that are provided by the Company (“Company Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Company Materials contained on the Service are the copyrighted property of Company or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to the Company or its affiliates and/or third-party licensors. Except as expressly authorized by the Company, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of Company Materials.
• By sending or transmitting to us information, opinions, creative suggestions, ideas, notes, concepts, or other materials (collectively, “User Materials”), or by posting such User Materials to any area of the Service, you grant the Company and its designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable license to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale, and import such User Materials in any media now known or hereafter developed, for the purpose of providing, enhancing, and developing the Service, without compensation to you. You hereby waive any moral rights or other rights with respect to attribution of authorship regarding User Materials that you may have under applicable law. None of the User Materials will be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we will not be liable for any use or disclosure of any User Materials. The Company may remove or alter any User Materials at any time for any reason.
• If you provide any feedback to the Company concerning the functionality and performance of the Service (including identifying potential errors and improvements), you hereby assign to the Company all right, title, and interest in and to such feedback, and the Company is free to use such feedback without payment or restriction.
• You are solely responsible for your User Materials and the consequences of transmitting them on the Service. By transmitting User Materials, you represent, warrant, and covenant that: (1) you are the creator and owner of the User Materials or otherwise have sufficient rights and authority to grant the rights granted herein; (2) your User Materials do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (b) slander, defame, or libel any other person; (3) your User Materials do not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and (4) unless you have received prior written authorization, your User Materials do not contain any confidential information of any third party. We reserve all rights and remedies against any users who breach these representations and warranties.

9. Prohibited Uses

• You may not use Coin Out in any manner that in the Company’s sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use of the Service. You may not intentionally interfere with or damage the operation of the Service or any User’s enjoyment of it, by any means. You may not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of any content accessible through the Service, or features that enforce limitations on the use of the Service. You may not attempt to gain unauthorized access to the Service, or any part of it, other accounts, computer systems or networks connected to the Service, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service.
• As a condition of your use of the Service, you will not use the Service for any purpose that is unlawful or prohibited by this Agreement. Access to the Company Materials and the Service from territories where their contents are illegal is strictly prohibited. Company Users are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the internet, technology, data, email, or privacy.
• The Service may contain robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Service.
• You may not utilize framing techniques to enclose any trademark, logo, or other Company Materials without our express written consent. You may not use any meta tags or any other “hidden text” utilizing Company’s name or trademarks without our express written consent.

10. Your Coin Out Rewards

• Your Coin Out Rewards are not held in any bank account and Users have no ownership rights with respect to any Reward until redeemed in accordance with the terms of this Agreement and any other special terms and conditions that may apply to a given Reward. The Company will transfer funds to a User upon the redemption of a Reward within 5 days after the User redeems that Reward through the Services. All Rewards will be redeemed, as directed by the User through the Coin Out app, to (i) the User’s personal bank account, (ii) any gift card partner vendor from which the User elects to purchase a gift card and (iii) PayPal.

11. Power of Attorney

• You grant the Company and its service providers a limited power of attorney as provided below to access information and transfer funds to third parties on your behalf. Third party sites shall be entitled to rely on the authorizations, agency, and the power of attorney granted by you. For all purposes hereof, you hereby grant the Company and its service providers a limited power of attorney, and you hereby appoint them as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, in any and all capacities, to access third party sites to retrieve information, use such information, as described herein, with the full power and authority to do and perform each and every act and thing required and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. You understand and agree that the Services are not sponsored or endorsed by any third-party site. YOU ACKNOWLEDGE AND AGREE THAT WHEN THE COMPANY OR ITS SERVICE PROVIDERS ACCESS AND RETRIEVE INFORMATION FROM THIRD PARTY SITES OR TRANSFER FUNDS TO THIRD-PARTIES ON YOUR BEHALF, THEY ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OR ON BEHALF OF THE THIRD-PARTY SITES.

12. ACH Transactions

• You hereby authorize the Company and its service providers to electronically credit and debit the checking account that you link with the Services as necessary to provide the Services to you, including to correct any erroneous debit or credit. You acknowledge that the amount and frequency of each debit and credit will vary based on your use of the Services as communicated to the Company by you and our Partners, and you hereby waive any right you may have to receive prior notice of the amount and date of each debit and credit. If you want to revoke this authorization, you may do so by contacting us at support@coinout.com from the phone number /email account associated with your Services account. You acknowledge that any such revocation may take the Company up to three (3) business days (defined as Monday through Friday other than federal banking holidays) to process, and that debits and credits may continue in the ordinary course during such time period. Revocation of this authorization constitutes your termination of this Agreement and will result in the termination of your Services account. You hereby represent and warrant that you are the owner of all accounts that you link with the Services and have all rights with respect to such accounts necessary to provide the Company and its service providers with the authorizations provided hereunder.

13. Account Information

• You agree that the information you provide to the Company upon purchase or member registration and, at all other times, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. You must provide your full name, phone number, email address, address and bank account information in order to access your funds (unless there is a non-bank account verified option offered in which case the bank account will not be necessary).

14. Password

• When you register you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password, including adding or redeeming any Reward or using the Coin Funds in your Coin Out account. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID or password), you will immediately notify the Company. You may be liable for the losses incurred by the Company or others due to any unauthorized use of your account.%p
15. User Communications

• Under this Agreement, you consent to receive communications from the Company electronically including text messages (although you will have the opportunity to opt-out to email instead). Depending on your carrier plan, you may incur charges for receiving text messages, and you agree to not hold the Company liable for any charges incurred. We will communicate with you by email or by posting notices on the Service. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

16. User Service, Feedback

• Please visit our help page for further assistance or contact us at support@coinout.com.

17. Availability of Service

• The Company may make changes to or discontinue any of the contests, web communities, products, or services available within the Service at any time, and without notice. The media, products, or services on the Service may be out of date, and the Company makes no commitment to update these materials on the Service.

18. Notice

• Legal notices shall be served to the Company via registered mail or overnight courier to 902 Broadway, Suite 1611, NY, NY 10010 (in each case with delivery confirmation) and to you at the email address you provide to the Company during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration or purchase process. In such case, notice shall be deemed given three days after the date of mailing.

19. Restricted Persons

• You hereby represent and warrant that you are not a Restricted Person. For purposes of this Agreement, a “Restricted Person” is any person or entity, or any officer, director, or controlling shareholder of an entity, that is (1) a national of or an entity existing under the laws of Cuba, Iran, Sudan, North Korea, Syria, or any other country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department - (2) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department - (3) listed on the Denied Persons List or Entity List by the U.S. Commerce Department - (4) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license - or (5) owned, controlled, or acting on behalf of any person or entity described under the foregoing (1) through (4).

20. Disagreements

• You alone are responsible for your involvement with the Partners with whom you may interact in connection with the Service. The Company reserves the right, but has no obligation, to monitor disagreements between you and any Partners.

21. Violations, Termination

• You agree that the Company, for a violation of the terms of use, may terminate your account (or any part thereof) you may have with the Company or your use of the Service, and remove and discard all or any part of your account at any time. Upon the termination of your account [you will have all Rewards will be immediately forfeited. The Company does not have any refund obligation to the User; the refund obligation remains with the individual Partners. The Company may in its sole discretion and at any time discontinue providing access to the Service, or any part thereof, with or without notice. The Company strives to work with reputable Partners. However, the Company has no liability to you for any Partner’s failure to honor Coin Out, and you should contact the Partner in connection with any of the foregoing. You agree that any termination of your access to the Service or any account you may have or portion thereof may be effected without prior notice, and you agree that the Company shall not be liable to you or any third-party for any such termination. The Company does not permit copyright infringing activities on the Service, and reserves the right to terminate access to the Service, and remove all content submitted, by any persons who are found to be repeat infringers. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies the Company may have at law or in equity.%p

22. Disclaimers, No Warranties

• THE SERVICE AND ANY THIRD-PARTY, MEDIA, SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY AND ITS SUPPLIERS, LICENSORS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
THE COMPANY AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT THAT THE FEATURES CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE COMPANY AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT OR MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF IT CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT THE COMPANY NOR ITS SUPPLIERS AND PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD, OR OTHERWISE OBTAIN MEDIA, MATERIAL, OR OTHER DATA THROUGH THE USE OF THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH MATERIAL OR DATA.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.%p

23. Indemnification, Hold Harmless

• You agree to indemnify and hold the Company, and its affiliated companies, and its suppliers and partners, harmless from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Service, violation of this Agreement, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. The Company reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.

24. Limitation of Liability and Damages

• UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE COMPANY MATERIALS ON THE SERVICE, THE SERVICE ITSELF, OR ANY OTHER INTERACTIONS WITH THE COMPANY, EVEN IF THE COMPANY OR A THE COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, THE COMPANY’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW. 

IN NO EVENT SHALL THE COMPANY’S OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS. 

THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED TO YOU BY THIRD PARTIES OTHER THAN THE COMPANY AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED BY YOU THROUGH ANY LINKS PROVIDED ON THE SERVICE.

25. Arbitration

• In the interest of resolving disputes between you and the Company in the most expedient and cost-effective manner, you and the Company agree that any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought by either party is less than $10,000 shall be resolved via binding non-appearance-based arbitration initiated through the American Arbitration Association (“AAA”). The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. In any such arbitration, the parties and AAA must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, where the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; (c) the arbitrator may award injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim; and (d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Agreement shall prevent either party from: (1) seeking remedies in small claims court of competent jurisdiction; (2) bring an action in a court pursuant to the California Private Attorneys General Act of 2004, California Labor Code § 2698 et seq.; (3) seek injunctive relief in a court of law; or (4) file suit in a court of law to address an intellectual property infringement claim.
• Arbitration uses a neutral arbitrator instead of a judge or jury and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to this Agreement or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the expiration or termination of this Agreement.
• Whether to agree to arbitration is an important business decision. It is your decision to make, and you should not rely solely on the information provided in this Agreement as it is not intended to contain a complete explanation of the consequences of arbitration. You should take further steps to conduct research and to consult with others, including an attorney, regarding the consequences of your decision, just as you would when making any other important business or life decision.
• Arbitration is not a mandatory condition of this Agreement. If you do not want to be subject to this Section 26, you may opt out of this Section 26 by notifying the Company in writing of your decision by sending, within 30 days of the date you receive this Agreement, an electronic message to support@coinout.com, stating clearly your full name and intent to opt out of this Section 26. Should you choose not to opt out of this Section 26 within the 30-day period, you and the Company will be bound by the terms of this Section 26. You have the right to consult with counsel of your choice concerning this Section 26. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this Section 26.
• If the Company makes any future change to this arbitration provision, other than a change to the Company’s address for notice, you may reject the change by sending the Company written notice within 30 days of the change to the Company’s address for notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and the Company. If you do not send such written notice, your continued use of the Service following any such change means that you have consented to such change.
• If this Section 26 is found to be unenforceable, then the entirety of this Section 26 will be null and void and the exclusive jurisdiction and venue described in Section 29 will govern any action arising out of or related to this Agreement or your use of the Service.

26. Class Action Waiver

YOU AGREE THAT ANY CLAIMS SUBJECT TO ARBITRATION UNDER THIS AGREEMENT MUST BE MADE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING (OTHER THAN ACTIONS UNDER THE CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT OF 2004, CALIFORNIA LABOR CODE § 2698 ET SEQ. WHICH ARE NOT COVERED BY THIS SECTION 27).

27. Claims

• YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE APP MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

28. Miscellaneous

• Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods will not apply to any provision of this Agreement.
• Jurisdiction. You agree that any action at law or in equity arising out of or relating to this Agreement or the Service that is not subject to mandatory arbitration as set forth above in Section 26 shall be filed only in a state or federal court located within the borough of Manhattan, New York City, State of New York and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
• Protected Activity Not Prohibited. To the extent permitted by applicable law, nothing in this Agreement will in any way limit or prohibit you from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in, any investigation or proceeding (“Protected Activity”) that may be conducted by any federal, state, or local government agency or commission (“Government Agencies”). In connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. In making any such disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the Company’s confidential information to any parties other than the Government Agencies.
• Waiver. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
• Severability. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
• Assignment. This Agreement and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction.
• Survival. Survival. Sections 1, 3 and 7, through 29 will survive any termination of this Agreement.
• Headings. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof.
• Entire Agreement. This Agreement (including the Privacy Policy) is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both parties, or by a change to this Agreement or Guidelines made by the Company as set forth in Section 7 above.
• Disclosures. The Service hereunder is offered by Coin Out Inc., located at 902 Broadway Suite 1611, NY, NY, 10010, email: support@coinout.com. If you are a New York resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.
• Notice for California Users. Under California Civil Code Section 1789.3, users located in California are entitled to the following notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.