User Agreement

Last updated: January 11, 2015

This User Agreement (“Agreement”) is a contract between you (“you,” “your” or “user”) and BOOKCOINS LLC a private limited company incorporated in United States with company number 61-1752179 and whose registered office is at World Trade Center Delaware, 802 N. West Street, Suite 105, Wilmington, DE 19801. (“BOOKCOINS,” “we”, “us” or “our”) and applies to your use of: (a) the BOOKCOINS website located at BOOKCOINS.com, the BOOKCOINS API, and any associated BOOKCOINS-hosted websites or mobile applications (collectively the “BOOKCOINS Site”), and (b) any of the services provided to you by BOOKCOINS (together with the BOOKCOINS Site, the “BOOKCOINS Services”).

By signing up to use the BOOKCOINS Account through the BOOKCOINS Site, you agree to comply with and be legally bound by this Agreement. If you do not agree to any of the terms set forth in this Agreement, you may not access or use any of the BOOKCOINS Services.

We may amend or modify this Agreement by posting on the BOOKCOINS Site and emailing to you the revised Agreement. The revised Agreement shall be effective one month after the date of posting except where the changes and modifications are required by law or on the instruction of a competent governmental agency. By continuing to access or use the BOOKCOINS Services once the revised Agreement is effective, you agree to be bound by the Agreement. In the event that you do not agree to be bound by the Agreement, you must cancel your BOOKCOINS Account in the manner described in Section 2.6 below and otherwise cease accessing or using the BOOKCOINS Services. You will not be charged for terminating your relationship with BOOKCOINS for this reason. You further agree that we may (a) modify or discontinue any portion of the BOOKCOINS Services, and (b) suspend or terminate your access to the BOOKCOINS Services, at any time, and from time to time, without notice to you in certain, limited circumstances described in Sections 2.6, 3.7.4 and 7.2. You agree that we shall not be liable to you or any third party for any modification or termination of the BOOKCOINS Services, or suspension or termination of your access to the BOOKCOINS Services, except to the extent otherwise expressly set forth herein.

To be eligible to use the BOOKCOINS Services, you must be at least 18 years old (or the applicable age of majority and contractual capacity if you reside in a jurisdiction where the age of majority or contractual capacity is above 18 years of age). By accessing or using the BOOKCOINS Services you represent and warrant that you are 18 or older.

Please note the following risks of using BOOKCOINS Services:

•Once submitted to the BOOKCOINS Marketplace, a BOOKCOINS Transaction (defined in Section 2.3 below) will be unconfirmed for a period of time (usually less than one hour, but up to one day or more) pending sufficient confirmation of the transaction by the BOOKCOINS Marketplace. A transaction is not complete while it is in a pending state. BOOKCOINS associated with transactions that are in a pending state will be designated accordingly, and will not be included in your BOOKCOINS Account balance or be available to conduct transactions.

• The risk of loss in trading or holding BOOKCOINS can be substantial. You should therefore carefully consider whether trading or holding BOOKCOINS is suitable for you in light of your financial condition. In considering whether to trade or hold BOOKCOINS, you should be aware that the price or value of BOOKCOINS can change rapidly, decrease, and potentially even fall to zero.

1. BOOKCOINS Services.

Your BOOKCOINS account (“BOOKCOINS Account”) encompasses the following BOOKCOINS Services:

•One or more hosted BOOKCOINS accounts that allows users to store, track, transfer, and manage their BOOKCOINS and account information and through which BOOKCOINS can facilitate BOOKCOINS Transactions pursuant to instructions submitted by a user or authorized entity to BOOKCOINS (the “BOOKCOINS Wallet”);

•A BOOKCOINS Marketplace through which users can buy BOOKCOINS from, and sell BOOKCOINS to, BOOKCOINS (the “Marketplace”); and

•Users who intend to sell goods and/or services (each, a “Merchant”) and who wish to accept BOOKCOINS from purchasers as a method of payment may use a suite of tools and related services for this purpose (the “Merchant Services”).

•An account denominated in your local-currency (“Currency Account”) from which you can use funds to purchase BOOKCOINS from BOOKCOINS LLC or into which you can receive the proceeds of a sale of BOOKCOINS to BOOKCOINS LLC.

Each of the BOOKCOINS Account, Exchange Service and Merchant Services is described in detail below.

2. BOOKCOINS Account.

2.1. Registration of BOOKCOINS Account. In order to use any of the BOOKCOINS Services, you must first register by providing an e-mail address, password, and providing some identity information. Upon successful completion of the registration process, BOOKCOINS will establish your BOOKCOINS Account. BOOKCOINS may, in our sole discretion, refuse to allow you to establish a BOOKCOINS Account, or limit the number of BOOKCOINS Accounts that a single user may establish and maintain at any time.

2.2. Identity Verification. In order to use certain features of the BOOKCOINS Services, including certain transfers of BOOKCOINS and/or currency, you may be required to provide BOOKCOINS with certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification number, and information regarding your bank account (e.g., financial institution, account type, routing number, and account number). BOOKCOINS may also require you to answer certain questions or take actions in order to verify your identity, provide the BOOKCOINS Services to you, or comply with applicable law. In submitting this or any other personal information as may be required, you verify that the information is accurate and authentic, and you agree to update BOOKCOINS if any information changes.

You hereby authorize BOOKCOINS to, directly or through third parties, (i) make any inquiries we consider necessary to verify your identity and/or account information, and (ii) request and obtain any consumer report, credit report or similar information relating to you and to take action we reasonably deem necessary based on the results of such inquiries and reports, and hereby authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.

2.3. BOOKCOINS Transactions.

2.3.1. As part of the services offered in connection with your BOOKCOINS Account, BOOKCOINS can help you send BOOKCOINS to, and request and receive BOOKCOINS from, third parties pursuant to instructions you provide through the BOOKCOINS Site (each such transaction is a “BOOKCOINS Transaction”). You may initiate a BOOKCOINS Transaction by going to the BOOKCOINS Site, choosing to send or request, and entering the requisite information regarding the sender or recipient and the amount of BOOKCOINS to be transferred. BOOKCOINS will then communicate with the BOOKCOINS Marketplace on your behalf, as necessary, to facilitate each BOOKCOINS Transaction in accordance with these instructions.

2.3.2. BOOKCOINS reserves the right to refuse to process or to cancel any pending BOOKCOINS Transaction as required by law or in response to a subpoena, court order, or other binding government order. BOOKCOINS cannot reverse a BOOKCOINS Transaction which has been communicated to and confirmed by the BOOKCOINS Marketplace.

2.3.3. BOOKCOINS has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party. BOOKCOINS is not responsible for ensuring that a buyer or a seller you are dealing with will actually complete the transaction or is authorized to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party in connection with BOOKCOINS transferred using the BOOKCOINS Services, or if you have a dispute with such third party, you must handle it directly with that third party. Due to the nature of BOOKCOINS, any BOOKCOINS Transaction conducted using the BOOKCOINS Marketplace is final regardless of any defects in or non-delivery of any goods or services purchased in connection with such BOOKCOINS Transaction, or any other aspect of your transaction or relationship with the relevant third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify BOOKCOINS Support at https://support.BOOKCOINS.com so that we may consider whether to take any action.

In the event that you conduct a BOOKCOINS Transaction for purposes of paying a Merchant (defined herein) for goods or services and that Merchant uses BOOKCOINS Services to provide you with a refund, such refund may be effected via a separate BOOKCOINS Transaction having a value equal to the transaction amount being refunded, as expressed in local currency (e.g., U.S. dollars), based on the then current Conversion Rate. As a result, you may receive less BOOKCOINS than you initially used to pay the Merchant. For information concerning the Conversion Rate, see Section 3 herein.

BOOKCOINS processes BOOKCOINS Transactions according to the instructions received from its users and we do not guarantee the identity of any user, receiver, requestee or other party. You should verify all transaction information prior to submitting instructions to BOOKCOINS as the relevant BOOKCOINS Transaction may not be cancelled or reversed once initiated.

If you initiate a BOOKCOINS Transaction by entering the recipient’s BOOKCOINS address, BOOKCOINS will confirm that the BOOKCOINS address is valid; however, BOOKCOINS cannot confirm that the BOOKCOINS address belongs to the intended recipient. In the event you initiate a BOOKCOINS Transaction by entering the recipient’s email address and the recipient does not have an existing BOOKCOINS Account, BOOKCOINS will email the recipient and invite them to open a BOOKCOINS Account. If the designated recipient does not open a BOOKCOINS Account within 30 days, BOOKCOINS will return the BOOKCOINS associated with the transaction to your BOOKCOINS Account.

2.3.4. Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions associated with your receipt or transfer of BOOKCOINS, and/or to the BOOKCOINS Transactions you conduct through the BOOKCOINS Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your BOOKCOINS Account.

2.3.5. Limits. BOOKCOINS reserves the right to change the buy/sell, transfer, storage and velocity limits applicable to your BOOKCOINS Account, including, but not limited to, the Exchange Service transaction limits described in Section 3 below, in our sole discretion.

2.4 BOOKCOINS Storage & Transmission Delays. BOOKCOINS securely stores 100% of all BOOKCOINS associated with your BOOKCOINS Account in a combination of online and offline storage. As a result, it may be necessary for BOOKCOINS to retrieve this information from offline storage in order to facilitate a BOOKCOINS Transaction in accordance with your instructions, which may delay the initiation or crediting of such BOOKCOINS Transaction for 48 hours or more. As a user of the BOOKCOINS Services and Marketplace, you accept the risk that a BOOKCOINS Transaction facilitated by BOOKCOINS may be delayed and you agree not to hold BOOKCOINS responsible for any damages or injury arising out of or related to such delay. See Section 9 – General Provisions, for a further description of our limited liability.

2.5. Third-Party Applications. If, to the extent permitted by BOOKCOINS from time to time, you grant express permission to a third party to access or connect to your BOOKCOINS Account, either through the third party’s product or service or through the BOOKCOINS 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 using your BOOKCOINS Account credentials. Further, you acknowledge and agree that you will not hold BOOKCOINS responsible for, and will indemnify BOOKCOINS from, any liability arising out of or related to any act or omission of any third party using your BOOKCOINS Account credentials. You may change or remove permissions granted by you to third parties with respect to your BOOKCOINS Account at any time through the Account Settings (Integrations) page on the BOOKCOINS Site.

2.6. Suspension/Termination and BOOKCOINS Account Cancellation. BOOKCOINS may: (a) suspend or terminate your access to any or all of the BOOKCOINS Services, and (b) deactivate or cancel your BOOKCOINS Account as required by a valid subpoena or court order, or if BOOKCOINS reasonably suspects you of using your BOOKCOINS Account in furtherance of illegal activity, or if you take any action that BOOKCOINS deems as circumventing BOOKCOINS’s controls, including, but not limited to, opening multiple BOOKCOINS Accounts or abusing promotions which BOOKCOINS may offer from time to time. You will be permitted to transfer BOOKCOINS associated with your BOOKCOINS Wallet and to remove funds from your Currency Account for ninety (90) days after Account deactivation or cancelation unless such transfer is otherwise prohibited (i) under the law, or (ii) by a valid subpoena or court order. Merchant users are subject to additional cancellation policies set forth in Section 4.7. Subject to Section 3.8 and in addition to your statutory right to cancel your BOOKCOINS Account within 14 days of originally accepting this Agreement, you may cancel your BOOKCOINS Account at any time by transferring or exchanging all BOOKCOINS associated with your BOOKCOINS Wallet, removing funds from your Currency Account, and request from Administrator for account cancellation. You will not be charged for cancelling your BOOKCOINS Account and will only be required to pay for those BOOKCOINS’s Services and Marketplace used that are subject to charges. If any transaction is in a pending state at the time your BOOKCOINS Account is cancelled or suspended, such transaction may be cancelled and/or refunded as appropriate. You may not cancel your BOOKCOINS Account to evade an investigation or avoid paying any amounts otherwise due to BOOKCOINS. Upon cancellation of your BOOKCOINS Account, you authorize BOOKCOINS to cancel or suspend pending Marketplace transactions and hold the funds associated with such transactions until BOOKCOINS is certain that funding reversal windows are complete. In the event that you or BOOKCOINS terminates this Agreement or your access to the BOOKCOINS Services, or deactivates or cancels your BOOKCOINS Account, you will remain liable for all amounts due hereunder. In the event that a technical problem causes system outage or Account errors, BOOKCOINS may temporarily suspend access to your Account until the problem is resolved.

2.7. Legal Compliance. Pursuant to the economic sanctions programs administered in the countries where BOOKCOINS conducts business, BOOKCOINS is prohibited from providing services or entering into relationships with certain individuals and entities. In the event that BOOKCOINS is required to block assets associated with your BOOKCOINS Account in accordance with a sanctions program, BOOKCOINS may (i) deactivate or cancel your BOOKCOINS Wallet and/or Currency Account or block user activity, (ii) reject funds transfers or block funds stored within your Currency Account; (iii) transfer BOOKCOINS from your BOOKCOINS Wallet to an originating source or to an account specified by authorities, or (iv) require you to transfer your BOOKCOINS out of your BOOKCOINS wallet within a certain period of time. BOOKCOINS is not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with applicable law, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant or other legal order.

3. The Marketplace.

3.1. Transactions with BOOKCOINS. When buying or selling BOOKCOINS through the Marketplace, you are buying from, or selling to, BOOKCOINS directly. BOOKCOINS does not act as an intermediary or marketplace between other buyers and sellers of BOOKCOINS. The Marketplace is subject to the BOOKCOINS “Conversion Rate.” “Conversion Rate” means the liquidity adjusted price of a given BOOKCOINS amount in terms of local currency as quoted on the BOOKCOINS Site. The Conversion Rate is stated either as a “Buy Price,” the price in terms of local currency at which you purchase BOOKCOINS from BOOKCOINS LLC, or as a “Sell Price,” the price in terms of local currency at which you sell BOOKCOINS to BOOKCOINS LLC. For the purpose of any transaction which incorporates the Conversion Rate, you agree, as a condition of using any BOOKCOINS Marketplace Services, to accept the Conversion Rate as the sole conversion metric.

3.2. Currency Account. After you have established a BOOKCOINS Account, BOOKCOINS will provide you with instructions to fund a pre-paid account at BookCoin, denominated in your local currency (“Currency Account”). You may only use your Currency Account to purchase BookCoin from BOOKCOINS LLC or to receive the proceeds of BOOKCOINS sales to BOOKCOINS LLC. Once you have successfully completed the verification steps described at SUPPORT_ARTICLE, you may transfer currency from your bank account to BOOKCOINS using approved bank transfer methods in accordance with the limits set forth therein.

Although BOOKCOINS will not charge a fee to facilitate such transfers, you may be required to pay bank transfer fees. BOOKCOINS currently offers its Marketplace only in “Approved Countries,” listed here. You understand that the Approved Countries are the countries in which BOOKCOINS LLC is willing to provide its services. Only users who reside in Approved Countries and who are verified with the highest level of verification available in the user’s country may transfer funds to BOOKCOINS. If you send funds to BOOKCOINS and your account has not been successfully verified for the highest level of verification available in your country, or your residence or bank account is not within an Approved Country, or if you send funds in excess of the permitted daily limits, then BOOKCOINS will return all or the excess portion of funds to the originating bank account without adding funds to your Currency Account. Bank fees may apply to the reversal of such transfers. All funds held in a Currency Account are held on trust by BOOKCOINS for the benefit of the user and may be used solely (1) to purchase BOOKCOINS from BOOKCOINS LLC, (2) to refund you by transferring funds to your originating bank account, or (3) to provide you with the proceeds of the sale of BOOKCOINS to BOOKCOINS LLC by transferring funds to your bank account.

3.3 Buy Transactions. After successfully completing the verification steps described at SUPPORT_ARTICLE, and loading funds into your Currency Account, you may purchase BOOKCOINS from BOOKCOINS LLC, subject to the above-referenced daily limits, by instructing BOOKCOINS to debit your Currency Account or, if the payment is not successful, to any payment method you have on file, in an amount equal to: (a) the total number of BOOKCOINS you wish to purchase multiplied by the Buy Price Conversion Rate quoted on the BOOKCOINS Site at the time that you initiate the transaction, plus (b) the applicable Exchange Fee (defined below), plus (c) additional fees as may apply in the event that BOOKCOINS cannot draw funds from your payment method and must charge a backup payment method. When you initiate a purchase transaction, BOOKCOINS will provide a date by which your BOOKCOINS will be made available in your BOOKCOINS Wallet, which may depend on the time required for BOOKCOINS to receive funds from your payment method. If you purchase BOOKCOINS using your Currency Account, BOOKCOINS will usually be made available immediately, although BOOKCOINS reserves the right delay any such credit if it perceives a risk of fraud or illegal activity. If your BOOKCOINS purchase is marked as complete or pending in your BOOKCOINS Wallet, such transaction cannot be cancelled, reversed or changed. In connection with any purchase of BOOKCOINS from BOOKCOINS, BOOKCOINS will use good faith efforts to fulfil such purchase order at the applicable Buy Price Conversion Rate quoted on the BOOKCOINS Site at the time that you place such order. However, from time to time, it may be necessary for BOOKCOINS to delay fulfilment of a purchase order until such time as we are able to execute the transaction. In such cases, we will notify you through the BOOKCOINS Site prior to the completion of your purchase order that the amount of BOOKCOINS that you will receive will be determined based on the applicable Buy Price Conversion Rate quoted on the BOOKCOINS Site at the time BOOKCOINS executes your transaction, not the applicable Buy Price Conversion Rate quoted on the BOOKCOINS Site at the time you authorized such purchase.

3.4. Sale Transactions. After successfully completing the verification steps described at SUPPORT_ARTICLE, you may sell BOOKCOINS to BOOKCOINS LLC, subject to the above-referenced daily limits, by instructing BOOKCOINS accordingly. BOOKCOINS will then initiate a transfer of the relevant amount of BOOKCOINS from your BOOKCOINS Wallet to BOOKCOINS’s own BOOKCOINS wallet; and then credit your Currency Account or linked payout method in local currency funds equivalent to: (a) the total number of BOOKCOINS you wish to sell multiplied by the Sell Price Conversion Rate quoted on the BOOKCOINS Site at the time that you initiate the transaction, minus (b) the applicable Exchange Fee (defined below). The proceeds of any BOOKCOINS sale will be credited to your linked payout method or Currency Account within two (2) to three (3) business days. Upon any sale of BOOKCOINS to BOOKCOINS LLC, all settlements or payments by BOOKCOINS for such transaction shall be paid in local currency (e.g., Euros) at the applicable Sell Price Conversion Rate quoted on the BOOKCOINS Site at the time that you approved the transaction.

3.5.Transaction Limits. BOOKCOINS imposes limits on the number of BOOKCOINS that you may buy or sell in a given day, as published at SUPPORT_ARTICLE. BOOKCOINS reserves the right to change the amount of BOOKCOINS that you may buy from, or sell to, BOOKCOINS as we deem necessary or appropriate from time to time. BOOKCOINS does not guarantee the availability of its Exchange Service, and the act of purchasing BOOKCOINS from BOOKCOINS does not result in a guarantee that you may sell your BOOKCOINS to BOOKCOINS.

3.6. Exchange Fee. Each Exchange Service transaction is subject to a fee (the “Exchange Fee”) charged by BOOKCOINS which consists of: (a) a conversion fee for the exchange of local currency (e.g., Euros) for BOOKCOINS (or vice versa) which is calculated as a percentage of the local currency to be exchanged, plus (b) a fixed transfer fee which may be applied to cover applicable bank fees (if any). The current Exchange Fee is displayed on the BOOKCOINS Site prior to you completing an Exchange Service transaction. Your bank may charge you a non-sufficient funds (“NSF”) fee or overdraft fee in the event that you do not have sufficient funds to complete a transaction.

3.7. Payments.

3.7.1. You agree to deliver payment for any BOOKCOINS purchase made through the Marketplace upon confirmation of an order, regardless of changes in the applicable Buy Price Conversion Rate prior to completion of the purchase transaction, with such payment to be made in good funds in the amount calculated in the manner specified herein.

3.7.2. If there are insufficient funds from your Currency Account or linked primary payment method to cover the purchase price of any BOOKCOINS order or any other amounts owed by you to us hereunder, you hereby authorize us to debit your Currency Account or any of your payment methods which have been linked to your BOOKCOINS Account for the full or partial amount of your purchase and any other amounts owed by you to us hereunder. We may resubmit debits or charges to your payment methods until all amounts owed by you to us hereunder are satisfied in full. You are responsible for maintaining an adequate balance in each of your accounts and sufficient credit limits on your credit cards in order to avoid any overdraft, NSF or similar fees.

3.7.3. We may deduct any BOOKCOINS held by you in a BOOKCOINS Wallet or funds held in your Currency Account if a payment for a purchase of BOOKCOINS using a bank account or credit card is subsequently reversed, for example, if such a payment is subject to a chargeback, reversal, claim or is otherwise invalidated. We may also deduct BOOKCOINS held by you in a BOOKCOINS Wallet in satisfaction of any outstanding amount owed by you to BOOKCOINS under this Agreement.

3.7.4. BOOKCOINS reserves the right to refuse to process, or to cancel or reverse, any purchases or sales of BOOKCOINS or transfers to or from your Currency Account in its sole discretion, if BOOKCOINS suspects the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud or any other type of financial crime, in response to a subpoena, court order, or other government order, or if BOOKCOINS suspects the transaction relates to a Restricted Activity as defined in Section 7.2.

3.8. You do not have a statutory right to withdraw from a transaction to buy or sell BOOKCOINS once you have instructed BOOKCOINS because the price of BOOKCOINS fluctuates in accordance with the financial market for BOOKCOINS which is outside the control of BOOKCOINS.

4. Additional Terms for Merchants.

4.1. Merchant Services. Through the Merchant Services, BOOKCOINS enables Merchants to accept BOOKCOINS from customers as a method of payment, and processes the transfer of BOOKCOINS to Merchants from their customers. Merchants may also sell BOOKCOINS to, or buy BOOKCOINS from, BOOKCOINS, and otherwise utilize the BOOKCOINS Services, in the same manner as any other user. In addition to the other terms set forth in this Agreement, Merchants who utilize the Merchant Services are subject to this Section 4.

4.2. Transaction Confirmation. Once BOOKCOINS successfully processes a payment credit to a Merchant using the BOOKCOINS Services, a confirmation will be sent to the Merchant. Newly-boarded Merchants may be required to submit to additional verification procedures as necessary to verify that the Merchant operates a legitimate business. Steps involved in such verification shall include, but not be limited to, providing the Merchant company’s legal name, logo, website, phone number, address, taxpayer identification number, and a designation of whether the merchant has a retail location or online presence only, a designation of business type, and a designation of business category. Until completion of such verification procedures, newly-boarded Merchants may experience delayed processing of BOOKCOINS Transactions or Marketplace transactions. BOOKCOINS will designate any such delayed transaction as “pending,” and funds will not be available in the Merchant’s BOOKCOINS Account and/or Currency Account until the pending transaction is completed. BOOKCOINS reserves the right to refuse to process, cancel, or to reverse any Merchant transaction (i) as required by law, (ii) in response to a subpoena, court order, or other government order, or (iii) if BOOKCOINS reasonably suspects that the transaction is erroneous, or related to Restricted Activity as defined in section 7.2.

4.3. Instant Exchange. BOOKCOINS may offer its optional Instant Exchange Service to Merchants who have successfully linked a payout method to their BOOKCOINS Account. The Instant Exchange Service will allow Merchants to designate the price of their goods and services in local currency (e.g., Euros) and customers to pay for their purchases from such Merchant in BOOKCOINS based on the Sell Price Conversion Rate quoted by BOOKCOINS on the BOOKCOINS Site and displayed to the customer at the time that the customer approves the purchase. In connection with the Instant Exchange Service, the Merchant, as merchant of record for each transaction, shall: (i) accept BOOKCOINS into their corresponding BOOKCOINS Wallet; (ii) immediately sell such BOOKCOINS to BOOKCOINS using the Instant Exchange Service, and (iii) subsequently receive the proceeds from such BOOKCOINS sale transaction from BOOKCOINS in the relevant local currency. By using this service, each Merchant agrees that regardless of any change in the price of BOOKCOINS between the time of purchase and settlement, the Merchant will receive the fixed purchase price as designated by the Merchant in local currency at the time the customer approved the purchase.

4.4. Settlement. Settlements to Merchant in connection with the Merchant’s sale of BOOKCOINS to BOOKCOINS LLC will generally take a minimum of two to three business days, or sooner if Merchant wishes to settle into its Currency Account, following BOOKCOINS’s transmission to Merchant of confirmation of the relevant transaction, although exceptions may apply.

4.5. Merchant Transactions. Each Merchant acknowledges and agrees that BOOKCOINS has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that the Merchant may sell to customers using the BOOKCOINS Services. Each Merchant is responsible for handling customer inquiries related to the goods and/or services it sells to customers through the BOOKCOINS Services, except for inquiries related to payment for such goods or services which will be handled by BOOKCOINS. Each Merchant warrants that it will not use any BOOKCOINS Services in connection with any Restricted Activities, as described herein. Each Merchant confirms that by opening a BOOKCOINS Account, the Merchant will not use the BOOKCOINS Services to accept payments in connection with any of the Prohibited Businesses. Each Merchant further warrants that it will not use BOOKCOINS Services in connection with transactions which involve pre-payment of an order which the Merchant does not intend to fulfil within thirty (30) days. When a Merchant must issue a refund to a customer, BOOKCOINS will debit the Merchant’s BOOKCOINS Wallet for the relevant number of BOOKCOINS (or, in the event the Merchant uses the Instant Exchange service, the Merchant shall purchase the relevant amount of BOOKCOINS in local currency before BOOKCOINS are debited from the Merchant’s BOOKCOINS Wallet) and provide a refund to the customer in BOOKCOINS having a value equal to the transaction amount being refunded, as expressed in local currency (e.g., U.S. dollars), based on the then current Conversion Rate.

4.6. Obligations of Merchants: In addition to the obligations set forth elsewhere in this Agreement, Merchants shall:

  1. At all times maintain all licenses, registrations, authorizations and approvals required to operate their business, conduct all activities related thereto, and utilize the BOOKCOINS Services in connection therewith.

(b) Ensure that all aspects of their business, including (i) all Merchant activities, and the activity of any third party engaged by the Merchant, (ii) the goods and serviced offered for sale by Merchant, and (iii) the acts or omissions of each Merchant in connection with their use of BOOKCOINS Services comply with applicable law at all times.

(c) Promptly provide, and cause third parties under its control to promptly provide, such information as BOOKCOINS may request from time to time regarding (i) the Merchant, its policies, procedures, and activities, (ii) any good or service offered for sale and for which the Merchant may accept payment by use of BOOKCOINS Services, or (iii) any transaction conducted through the use of BOOKCOINS Services, to the extent BOOKCOINS deems such information reasonably necessary to comply with its policies or procedures, applicable law, an audit, or the guidance or direction of, or request from, any regulatory authority or financial institution.

(d) Within the BOOKCOINS-hosted payment page, accurately identity the sale item in the Item Name field and provide an accurate and succinct description of the same sale item in the Item Description Field.

4.7 Merchant Account Cancellation: If, in BOOKCOINS’s discretion, a Merchant is understood to take any action that BOOKCOINS deems as circumventing BOOKCOINS’s controls, including, but not limited to, opening multiple BOOKCOINS Accounts or abusing promotions which BOOKCOINS may offer from time to time, BOOKCOINS may cancel or suspend corresponding Merchant Account(s). BOOKCOINS Merchant Account(s) may also be suspended or cancelled according to the procedure set forth in Section 2.6 (i) as required by law, (ii) in response to a subpoena, court order, or other binding government order, (iii) if the Merchant engages in any Restricted Activity as defined in Section 7.2, or (iv) if BOOKCOINS determines that your Account activity presents a heightened risk of legal or regulatory non-compliance.

4.8. Indemnification. The Merchant agrees to indemnify and hold BOOKCOINS, its affiliates and Service Providers, and each of 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 (i) the Merchant’s breach of this Agreement, (ii) the Merchant’s use of BOOKCOINS Services, or (iii) the Merchant’s violation of any law, rule or regulation, or the rights of any third party.

4.9. Merchant Governing Law and Jurisdiction. Notwithstanding Section 9.8: (1) This Agreement between the Merchant and BOOKCOINS will be governed solely by English law. (2) Subject to Section 8.4, the Merchant and BOOKCOINS irrevocably submit to the exclusive jurisdiction of the English courts the for the purpose of hearing and determining any dispute arising out of or in connection with this Agreement or its formation or validity.

4.10. English Language Controls. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for the Merchant’s convenience. The meanings of terms, conditions, and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.

4.11. Merchant Claims. The Merchant will use the complaints procedure of Section 8 before filing any claim in a competent court.

5. Use of the BOOKCOINS Site.

5.1. Limited License. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the BOOKCOINS Site, and the content, materials, information and functionality available in connection therewith (collectively, the “Content”) solely for informational, transactional, or other approved purposes as permitted by BOOKCOINS from time to time. Any other use of the BOOKCOINS Site or Content is expressly prohibited. All other rights in the BOOKCOINS Site or Content are reserved by us and our licensors. We reserve all rights in the BOOKCOINS Site and Content and you agree that this Agreement does not grant you any rights in or licenses to the BOOKCOINS Site or the Content, except for this express, limited license. You will not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Content or any other part of the BOOKCOINS Site or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you will not frame or display the BOOKCOINS Site or Content (or any portion thereof) as part of any other web site or any other work of authorship without our prior written permission. If you violate any portion of this Agreement, your permission to access and use the BOOKCOINS Services may be terminated pursuant to this Agreement. In addition, we reserve the right to all remedies available at law and in equity for any such violation. “BOOKCOINS.com”, “BOOKCOINS”, and all logos related to the BOOKCOINS Services or displayed on the BOOKCOINS Site are either trademarks or registered marks of BOOKCOINS or its licensors. You may not copy, imitate or use them without BOOKCOINS’s prior written consent.

5.2. Website Accuracy. Although we intend to provide accurate and timely information on the BOOKCOINS Site, the BOOKCOINS 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 BOOKCOINS Site are your sole responsibility and we shall have no liability for such decisions.

5.3. Third-Party Materials. From time to time, the BOOKCOINS Site may contain references or links to third-party materials (including without limitation websites) not controlled by us. We provide such information and links as a convenience to you. Such links should not be considered endorsements of these sites or any content, products or information offered on such sites and such reference does not imply our recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. You acknowledge and agree that we are not responsible for any aspect of the information or content contained in any third party materials or on any third party sites accessible or linked to the BOOKCOINS Site, including without limitation content, property, goods or services available on the linked sites.

5.4. Application Programming Interface. Any person or entity who uses BOOKCOINS’s Application Programming Interface (“BOOKCOINS API”) must comply with the terms of this User Agreement and/or any other conditions as BOOKCOINS may put into place in its sole discretion from time to time. The BOOKCOINS API is owned by BOOKCOINS and is licensed to BOOKCOINS API users on a non-exclusive, non-sublicensable basis.

5.5. Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. 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 BOOKCOINS. Always log into your BOOKCOINS Account through the BOOKCOINS Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

5.6. Customized BOOKCOINS Payment Page. You can use your BOOKCOINS Account to establish a customizable payment page (“Payment Page”) which will allow others to easily send BOOKCOINS to your BOOKCOINS Wallet. You may establish and customize your Payment Page through your BOOKCOINS Account settings, which will allow you to establish a user handle and associated Payments Page URL, upload a photo, and provide a short description. In establishing your Payment Page and uploading or adding any text, photo, or other material, you agree that you will not (i) post misleading materials or misappropriate the identity of another person or entity, (ii) post any copyrighted material which you are not authorized to post, or (iii) post any profane, unlawful, or offensive materials. BOOKCOINS, in its sole discretion, may disable your Payment Page and take other action in accordance with this Agreement if we believe you are in violation of the foregoing or abusing this service. BOOKCOINS may reclaim user handles associated with dormant BOOKCOINS Accounts. BOOKCOINS does not guarantee or endorse the purported identity, message, or other information posted by a user to the user’s Payment Page.

6. Our Relationship with You.

6.1. Relationship of the Parties. BOOKCOINS is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and BOOKCOINS to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or BOOKCOINS to be treated as the agent of the other.

6.2. Service Providers. From time to time, BOOKCOINS may engage third parties to assist BOOKCOINS in providing certain aspects of the BOOKCOINS Services (each, a “Service Provider”). Service Providers may include, but are not limited to, BOOKCOINS’s banking partners and technology or engineering service providers.

6.3. Your Privacy. Protecting your privacy is very important to BOOKCOINS. Please review our Privacy Policy, which is incorporated by reference into this Agreement, in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information.

6.4. Privacy of Others; Marketing. If you receive information about another user through the BOOKCOINS Services, you must keep the information confidential and only use it in connection with the BOOKCOINS Services. You may not disclose or distribute a user’s information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user’s express consent to do so. You may not send unsolicited email to a user through the BOOKCOINS Services.

6.5. Password Security and Keeping Your Contact Information Current. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the BOOKCOINS Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your BOOKCOINS Account by third-parties and the loss or theft of any BOOKCOINS and/or funds held in your BOOKCOINS Account 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. We assume no responsibility for any loss that you may sustain due to compromise of your sensitive information or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your BOOKCOINS Account information has been compromised, contact BOOKCOINS Support immediately at https://support.BOOKCOINS.com/.

6.6. Consent to Electronic Records. By using the BOOKCOINS Services, you agree that BOOKCOINS may provide you with any notices or other communications about your BOOKCOINS Account and the BOOKCOINS Services electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the BOOKCOINS Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. If you do not wish to receive notices or other communications electronically, we will be unable to support your BOOKCOINS Account and your BOOKCOINS Account will be cancelled in accordance with Section 2.6.

6.7. Notices to BOOKCOINS. We prefer receiving notices to BOOKCOINS electronically through our support system at https://support.BOOKCOINS.com/. Paper notifications can also be sent to BOOKCOINS LLC, (PMB No.344) 600 Third Avenue 2nd Floor New York, NY 10016.

7. Restricted Activities.

7.1. Fiduciary Accounts/Custodial Assets. You hereby certify to us that any funds used by you in connection with the BOOKCOINS Services are either owned by you or that you are validly authorized to carry out transactions using such funds. In particular, you acknowledge that BOOKCOINS may not be a qualified custodian under applicable law, and represent that your use of the BOOKCOINS Services is in compliance with any applicable requirements governing the maintenance and use of fiduciary accounts and custodial assets.

7.2. Restricted Activities. In connection with your use of the BOOKCOINS Services, and your interactions with other users, and third parties you will not:

•Violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member (for example, those laws, rules, or regulations governing financial services, controlled substances, unlawful gambling or consumer protections);

•Partake in a transaction which involves the proceeds of any unlawful activity

•Defraud or attempt to defraud BOOKCOINS or other BOOKCOINS users;

•Infringe upon BOOKCOINS’s or any third party’s copyright, patent, trademark, or intellectual property rights;

•Provide false, inaccurate or misleading information;

•Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information;

•Interfere with another individual’s or entity’s access to or use of any of the BOOKCOINS Services;

•Defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others;

•Publish, distribute or disseminate any unlawful material or information;

•Transmit or upload any material to the BOOKCOINS Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;

•Harvest or otherwise collect information from the BOOKCOINS Site about others, including without limitation email addresses, without proper consent;

•Act as a payment intermediary or aggregator or otherwise resell any of the BOOKCOINS Services, unless expressly authorized by BOOKCOINS in writing;

•Transfer any rights granted to you under this Agreement;

•Use the BOOKCOINS Account information of another party to access or use the BOOKCOINS Site, except in the case of specific Merchants and/or applications which are specifically authorized by a user to access such user’s BOOKCOINS Account and information;

•Otherwise attempt to gain unauthorized access to the BOOKCOINS Site, other BOOKCOINS Accounts, computer systems or networks connected to the BOOKCOINS Site, through password mining or any other means; or

•Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law.

We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.

7.3. Export Controls & Sanctions. The supply of BOOKCOINS and the BOOKCOINS Services through the BOOKCOINS Site is subject to international export controls and economic sanctions requirements. By acquiring any such items through the BOOKCOINS Site, you represent and warrant that your acquisition comports with and your use of the item will comport with those requirements. Without limiting the foregoing, you may not acquire BOOKCOINS or any of the BOOKCOINS Services through the BOOKCOINS Site if: (1) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury’s financial sanctions regime, or if you are on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List or HM Treasury’s financial sanctions regime; or (2) you intend to supply the acquired BOOKCOINS or BOOKCOINS Services to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury’s financial sanctions regime (or a national or resident of one of these countries) or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List or HM Treasury’s financial sanctions regime.

8. Customer Feedback, Queries, and Complaints

8.1. Contact BOOKCOINS. If you have any feedback, questions or complaints contact us via our Customer Support webpage at https://support.BOOKCOINS.com/ or write to us at BOOKCOINS Customer Support, BOOKCOINS LLC, (PMB No.344) 600 Third Avenue 2nd Floor New York, NY 10016. When you contact us please provide us with your name, address and any other information we may need to identify you and your BOOKCOINS Account.

8.2. Complaints. In the event of a complaint, please set out the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be relevant. We will acknowledge your complaint within 24 hours of its receipt if you contact us via our Customer Support webpage or email us at support@BOOKCOINS.com. A Customer Complaints officer (“Officer”) will consider your complaint. The Officer will consider your complaint without prejudice based on the information you have provided and any information provided by BOOKCOINS. Within four weeks of our receipt of your complaint the Officer will address your complaint by sending you an e-mail (“Resolution Notice”) in which the Officer will: (i) offer to resolve your complaint in the way your requested; (ii) make a determination rejecting your complaint and set out the reasons for the rejection; or (iii) offer to resolve your complaint with an alternative solution. Upon receipt of the Resolution Notice, you will have 20 business days to accept or reject the offer or determination, which you must do by following the instructions set out in the Resolution Notice. Failure to respond to a Resolution Notice will be deemed to be a withdrawal of the complaint and an acceptance that we have no liability to you regarding the subject matter of the complaint. If you are late in responding to the Resolution Notice, BOOKCOINS may treat your response as if it has been submitted on time.

8.3. Appeals. In the event of you reject an offer or determination (“Rejection”), please set out the reasons for the Rejection and include any additional information that you believe is pertinent to your complaint. Any Rejection will be treated as an application to appeal the offer or determination set out in the Resolution Notice. Our Customer Appeals committee (“Appeals Committee”) will impartially consider your complaint (including any additional information provided). We will acknowledge your Rejection within 24 hours of its receipt if you contact us in the prescribed electronic way, and within ten business days if you contact us in any other prescribed way. Within four weeks of our receipt of the Rejection the Appeals Committee will address your complaint by sending you an e-mail (“Final Notice”) in which the Appeals Committee will: (i) uphold the Resolution Notice; or (ii) reject the Resolution Notice. Notwithstanding its decision regarding the Resolution Notice, the Appeals Committee may also make a new offer to resolve the complaint. Upon receipt of the Final Notice, you will have 20 business days to accept or reject the offer or determination, which you must do by following the instructions set out in the Final Notice. BOOKCOINS may extend the deadline for you to accept the offer. Failure to respond to a Final Notice will be deemed to be a withdrawal of the complaint and an acceptance that we have no liability to you regarding the subject matter of the complaint. For consumers only: if you fail to respond to a Final Notice and file a claim in a competent court, your failure may be used as evidence of your unwillingness to settle the issue and/or the vexatious nature of the complaint.

8.4. Offers. Any offer made under this Section 8 will only become binding on BOOKCOINS if you accept the offer by following the instructions provided by BOOKCOINS within the stated timeframe. Any offer under this Section 8 will not constitute any admission by BOOKCOINS of any wrongdoing or liability regarding the subject matter of the complaint. Any acceptance of an offer by you will constitute an acceptance that the complaint is resolved and an undertaking that you will not file a claim in any competent court against BOOKCOINS regarding the subject matter of the complaint.

8.5. Claims. This provision only applies to consumers. You agree to use the complaints procedure of this Section 8 before filing any claim in a competent court. Failure to comply with this provision may be used as evidence of your unwillingness to settle the issue and/or the vexatious nature of the complaint.

9. General Provisions.

9.1. Limitations of Liability.

(A) IN NO EVENT SHALL BOOKCOINS, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE BOOKCOINS SITE, THE BOOKCOINS SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). THE LIABILITY OF BOOKCOINS, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LOWER OF (A) THE ACTUAL AMOUNT OF DIRECT DAMAGES; OR (B) FEES PAID TO BOOKCOINS BY YOU IN THE PRECEDING THREE (3) MONTHS.

(B) FOR CONSUMERS ONLY: WHERE APPLICABLE CONSUMER PROTECTION LAW LIMITS THE EFFECTIVENESS OF SECTION 9.1(A) WITH RESPECT TO CONSUMERS, SECTION 9.1(A) ONLY APPLIES TO THE MAXIMUM EXTENT AS PERMITTED BY LAW.

9.2. No Warranty.

(A) THE BOOKCOINS SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. BOOKCOINS SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BOOKCOINS DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF BOOKCOINS SERVICES, AND OPERATION OF THE BOOKCOINS SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. BOOKCOINS 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 BOOKCOINS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING BECAUSE THE BOOKCOINS SERVICES ARE DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL, SUCH AS DELAYS IN THE BANKING SYSTEM OR THE U.S. OR INTERNATIONAL MAIL SERVICE.

(B) FOR CONSUMERS ONLY: WHERE APPLICABLE CONSUMER PROTECTION LAW LIMITS THE EFFECTIVENESS OF SECTION 9.1(B) WITH RESPECT TO CONSUMERS, SECTION 9.1(B) ONLY APPLIES TO THE MAXIMUM EXTENT AS PERMITTED BY LAW.

9.3. Entire Agreement. This Agreement sets forth the entire understanding and agreement between you and BOOKCOINS as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and BOOKCOINS.

9.4. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by BOOKCOINS without restriction, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the BOOKCOINS Services. Any attempted transfer or assignment 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.

9.5. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, 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.

9.6. Change of Control. In the event that BOOKCOINS 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.

9.7. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, Sections 2.6 (Suspension/Termination and BOOKCOINS Account Cancellation), 3.7 (Payments), 5 (Use of the BOOKCOINS Site), 8 (Disputes with BOOKCOINS), and 9 (General Provisions), shall survive the termination or expiration of this Agreement.

9.8. Governing Law and Jurisdiction. This Agreement will be governed by English law except that for residents of Scotland and Northern Ireland any consumer protection granted under Scots law or Northern Irish law (as applicable) that exceeds those under English law will still apply for your protection. Subject to Section 8.4 and article 16 of the Council Regulation (EC) No 44/2001, this Agreement is subject to the jurisdiction of the English courts and, if you are resident in Scotland or Northern Ireland, the Scottish courts or the Northern Irish courts (as applicable) for the purpose of hearing and determining any dispute arising out of or in connection with this Agreement or its formation or validity.

9.9. 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, any delay or failure due to any 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, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

9.10. Section Headings. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.

9.11. 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 definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.

 

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