User Agreement

This User Agreement will be effective for all Users as of January 4, 2024.

General

Welcome to www.carbondefi.cc (the “Site”)!

This carbondefi.cc User Agreement (this “Agreement”) constitute the agreement between you (hereinafter referred to as “you” or “your”) and carbon Inc., a Delaware company (hereinafter referred to as “carbondefi.cc”, “we”,”us” and “our”) governing your use of the website located at the Site and cryptocurrency services accessible via the Site and any corresponding mobile application (“App”) offered by carbondefi.cc. To make this Agreement easier to read, the Site, our services and App are collectively called the“Services”.

Before using the Services, please read carefully all of the terms and conditions of this Agreement, as well as our Privacy Policy, Risk Disclaimer, User Conduct Code, Chargeback/Refund Policy and each of the other agreements that apply to you. By opening and using an Account, you agree to be bound with all of the terms and conditions of this Agreement, Privacy Policy, Risk Disclaimer, User Conduct Code and any other agreements that apply to you. By checking “I Agree” and clicking “Sign up” or other similarly worded button shall be the legal equivalent of your manually signing this Agreement.

We may amend, modify, update and change any of the terms and conditions contained in this Agreement in our sole discretion from time to time. We will notify you of any amendment, modification, update and change by publishing a new version of this Agreement on the Site, or by email. Any new version of this Agreement will take effect immediately upon publication on the Site or App, and your use of the Services after any changes to this Agreement will be deemed to constitute your acceptance to the new version of this Agreement.

If you do not agree with any changes to this Agreement, you must cease using the Services, terminate to use your account without cost or penalty, if any liabilities or fees that you may have owed us so far have been paid off. This Agreement will continue to apply to your previous use of our Services. If you continue to use the Services, it shall be deemed that you accept and agree to be bound by the revised or new version of this Agreement.

ELIGIBILITY

In order to use the Services, you must meet the following eligibility:

1. You must be an individual. You shall be at least 18 years old, and capable of forming a binding contract with carbondefi.cc.
2. You shall not be barred from using the Services under applicable law. You may not use the Services if you are in a Prohibited Jurisdiction. A Prohibited Jurisdiction is:

(ⅰ) Any jurisdiction that is subject to the sanctions programs administered by the U.S. Treasury Department and other governing bodies, including, but not limited to Russia, Cuba, Iran, North Korea and Syria; or

(ⅱ) Any of the following states and federal district of the United States: Alaska, Hawaii, Idaho, Iowa, Kentucky, Nevada, New Mexico, New York, Tennessee, Vermont, District of Columbia;

(ⅲ) Any country that has been designated by the U.S. Government as a terrorist-supporting country; or

(ⅳ) Any jurisdiction that we may determine poses elevated financial risk, legal liability, or violates card network or bank policies as specified in the appendices thereto.

• You confirm that you will not use carbondefi.cc Services in connection with any of following

businesses, activities, practices, or items (each a “Prohibited Business”):

(ⅰ) Regulated Products and Services: Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis.

(ⅱ) Drugs and Drug Paraphernalia: Sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs.

(ⅲ) Adult Content and Services: Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features. 

(ⅳ) Counterfeit or Unauthorized Goods: Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen.

(ⅴ) Investment and Credit Services: Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; investment schemes.  

(ⅵ) Restricted Financial Services: Check cashing, bail bonds; collections agencies.  

(ⅶ) Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body.

(ⅷ) Substances designed to mimic illegal drugs: Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom).

(ⅸ) Intellectual Property or Proprietary Rights Infringement: Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder. 

(ⅹ) High risk businesses: any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies.

• Our Services are offered to persons in our sole discretion as we may choose to not offer the Services or discontinue access to the Services to you or any person for any reason in our sole discretion. We do not accept individuals that we decide not to permit from time to time in our discretion.
• You shall not be listed on the economic sanctions lists (including, but not limited to, U.S. Commerce Department’s Denied Persons List) as published from time to time by applicable authorities (a “Prohibited Person”). 
• You further represents and warrants that you will not use the Services if the laws of your country or jurisdiction prohibit you from using our Services or entering into any Transaction.
• You agree and represent that you will use the Services only for yourself, and not on behalf of any third party, unless you are permitted by us. You shall not supply any Services to a resident of a Prohibited Jurisdiction, or a Prohibited Person. 
• This Site may cancel and/or suspend your Account and/or block transactions immediately, with or without notice, in the event a state, province, territory or country becomes a Prohibited Jurisdiction, or we determine, in our sole discretion, that you do not meet the eligibility requirements set forth in this Agreement.

Definitions

1. “User” means those Users who has successfully registered with this Site and has passed necessary Know-Your-Client procedures to use Services.
2. “Account” means a User’s account with carbondefi.cc.

Account

1. Create an Account
   1.1 In order to use the Services, you must create an Account. You will be asked to provide certain registration details and information that identifies each person who opens an Account. We may, in our sole discretion, refuse to open an Account for anyone. We do not allow duplicate accounts to be opened by you and will open one and only one account per User. You agree not to circumvent any operational or technological measure that controls the number of accounts you can maintain with us.
   1.2 In order to open and maintain an Account, you must list your country/region of residence and provide us with accurate and updated account information, including but not limited to personal information, financial information, or other information related to you or your business.
   1.3 You will need a valid mobile number and email address to open an Account which may be required to be verified by us, and you must set up a password for your Account. You represent and warrant that you have full legal title and ownership of such mobile number or email address you provide to us, and that you will be solely responsible for the use of such mobile number or email address for the purpose of creating an Account.
   1.4 Your access to one or more carbondefi.cc Services and the limits that apply to your use of the carbondefi.cc Services, may be altered as a result of information collected about you on an ongoing basis.
2. Identity Verification 
   2.1 You must complete verification procedures requested by us before you are permitted to use the Services. You agree to provide us with any information we request and permit us to keep a record of such information for a minimum of seven years or as otherwise required by applicable laws.
   2.2 Information we may request may include your name, address, telephone number, e-mail address, date and place of birth, taxpayer identification number, a government identification, information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) and other information as necessary. Your ability to access and use the Services, in whole or in part, may depend on the information you provide. You confirm that the information you provide is and will be accurate and authentic. You agree to keep your account updated if any of the information you provide changes.
   2.3 You authorize us and our representatives to make any inquiries we consider necessary to verify your identity or protect you, the Services, and/or us, and to take any action we deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference, fraud prevention, and financial crime agencies, and that these agencies may respond to our inquiries in full.
3. Control and Security of Account Information. You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers, public or private keys or any other codes that you use to access your Account and the Services. Any loss or compromise of the foregoing information may result in unauthorized access to your Account by third-parties and the loss or theft of all or any cryptocurrency held in your Account and any associated accounts. We bear no responsibility for any loss that you may sustain due to loss or loss of control of your account due to no fault of this Site and/or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Account information has been compromised, you may contact Customer Support immediately at service@carbondefi.cc.
4. Log into Account. In order to log into your Account, you will be required to provide your mobile number or email address and password. We may also require 2-Step Vefification for you to log into your account. In some cases, in our sole discretion, we may require additional verbal or electronic confirmation of a transaction prior to processing such transactions.
5. Use of Account.
   5.1 You agree to use the Services only for your personal use as Account owner, and not on behalf of any third party, unless you obtain written approval from this Site. You may not sell, lease, furnish or otherwise permit or provide access to your Account to any other entity or to any individual. You understand and agree that you are responsible for all orders, trades, and other instructions entered in the Services, including identifiers, permissions, passwords, and security codes associated with your Account.
   5.2 Third-Party Access. If, to the extent permitted, you grant express permission to a third party to access or connect to your Account, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your Account. Further, you acknowledge and agree that you will not hold this Site responsible for, and will indemnify this Site from, any liability arising out of or related to any act or omission of such third party.

Services

carbondefi.cc allows Users to buy and sell cryptocurrency by creating, hosting, maintaining and providing our Services to you via the internet. Specifically, our Services include:

1. Account Services
   1.1 Upon verification of your identity, you may be provided the ability to transfer, track, store and trade US Dollars or supported cryptocurrency by giving instructions through the Services (each such transaction, a “Transaction”).
   1.2 As part of your carbondefi.cc Account, carbondefi.cc provides Users access to accounts for  you to store, track, transfer, and manage your balances of supported cryptocurrency (the “Digital Wallet Services”) and US Dollars. All supported cryptocurrency or dollars that are held in your account are held by carbondefi.cc for your benefit. Your balances in your carbondefi.cc Account are not segregated and cryptocurrency or cash are held in shared addresses or accounts, as applicable. Your carbondefi.cc Account allows you to hold and transfer US Dollars which are held by carbondefi.cc for your benefit at U.S. FDIC-insured banks. carbondefi.cc may impose withdrawal limits on your Account from time to time in its discretion. Title to cryptocurrency represented in your Account shall at all times remain with you and shall not transfer to carbondefi.cc. carbondefi.cc does not represent or treat assets in your carbondefi.cc Account as belonging to carbondefi.cc. carbondefi.cc may use shared blockchain addresses to hold cryptocurrency held on behalf of Users and/or held on behalf of carbondefi.cc. Although we maintain separate ledgers for User Accounts and accounts held by carbondefi.cc for its own benefit, carbondefi.cc shall have no obligation to segregate by blockchain address cryptocurrency owned by you from cryptocurrency owned by other Users or by carbondefi.cc. You acknowledge that your carbondefi.cc Account is not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
   1.3 All supported cryptocurrency credited to your carbondefi.cc Account will be treated as “financial assets” under Division 8 of the California Uniform Commercial Code (“Division 8”). For the purpose of Division 8, carbondefi.cc is a “securities intermediary” as used in Division 8 with respect to supported cryptocurrency, and your Account is a “securities account” as used in Division 8. carbondefi.cc will comply with your instructions with respect to your supported cryptocurrency, subject to the terms of this User Agreement. For the avoidance of doubt, the application of Division 8 does not imply that any supported cryptocurrency shall be deemed as securities under any federal, state, or foreign securities law or regulations. As stated in Division 8, “the characterization of a person, business, or transaction for purposes of this division does not determine the characterization of the person, business, or transaction for purposes of any other law, regulation, or rule,” including the United States Commodity Exchange Act and any federal, state, or foreign securities law or regulation.
   1.4 You may load funds into your account from a valid bank account via wire transfer or ACH transfer (if supported by carbondefi.cc), or other accepted payment methods such as credit or debit cards. Your fiat payments (including wire, ACH, and credit/debit card payments) are to fund your Account only. Your balance is in a pending state and will not be credited to your Account until the bank transfer has cleared, which usually takes five business days. We may debit your linked bank account as soon as you initiate payment. Other payment methods may take a longer period to clear, and withdrawals may be limited for a period after a receipt of payments. The name on your linked bank account and your wire transfer must match the name verified on your account.
   1.5 The Digital Wallet Services are available only in connection with those cryptocurrency that carbondefi.cc, in its sole discretion, supports. The cryptocurrency that this site supports may change from time to time. Under no circumstances should you attempt to use your Digital Wallet Services to transfer or store cryptocurrency in any form that is not supported by carbondefi.cc. If you intend to transfer cryptocurrency from your Account to a third party bolckchain address, such transfers will be executed at your instruction by carbondefi.cc. carbondefi.cc assumes no responsibility or liability in connection with any attempt to use services for unsupported cryptocurrency.
   1.6 Furthermore, we do not own or control the underlying software protocols which govern the operation of cryptocurrency supported on our platform. Generally, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. We assume no responsibility for the operation of the underlying protocols and we are not able to guarantee the functionality or security of network operations. In particular, the underlying protocols may be subject to sudden changes that materially affect the availability, value, functionality, and/or the name of the cryptocurrency you store in your Account. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information in determining whether to continue to use your Account for the affected cryptocurrency. In the event of any such operational change, we reserve the right to takes such steps as may be necessary to protect the security and safety of assets held with your Account, including temporarily suspending operations for the involved digital currency(ies), and other necessary steps without notice or approval to or from you. Our response to any material operating change is subject to our sole discretion and includes deciding not to support any new digital currency, fork, or other actions.
   1.7 A valid purchase of cryptocurrency that is accepted by carbondefi.cc generally will initiate on the business day we receive your instructions, or on the day your orders are fulfilled by the Trading Robot(s) you set up. Purchased cryptocurrency or transferred payments will be credited to your carbondefi.cc Account as soon as cryptocurrency or funds have settled to carbondefi.cc, which in the case of a bank account or credit or debit card may take up to five business days. If carbondefi.cc cannot complete your transaction for any reason, you will not be charged.
   1.8 The use of the Services is subject to a limit on the amount of volume, you may transact or transfer in a given period (e.g., daily). Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. carbondefi.cc reserves the right to change applicable limits as we deem necessary in our sole discretion.
   1.9 We may, in our sole discretion, open and/or maintain external wallets/accounts with third party cryptocurrency wallet solution providers and/or external cryptocurrency trading platforms (each, an “External Provider”) to custody and safe-keep all or part of your cryptocurrency, and/or to facilitate your trading and investment in cryptocurrency through carbondefi.cc. While we will undertake measures to carefully select and engage an External Provider, carbondefi.cc does not guarantee the security or functionality of an External Provider’s software or technology and is not responsible for any loss of cryptocurrency due to the failure of the External Provider’s software or technology. As a result, you may risk losing cryptocurrency that have been placed with an External Provider, and carbondefi.cc will not be liable you for such loss. Furthermore, no compensation shall be expected from carbondefi.cc under such circumstance.
2. Trading Services
   2.1 Risk of trading on the Site and App and holding cryptocurrency can be substantial. We do not offer any protection from future market performance so you could lose some or all of your investment.
   2.2 Trading. By using the trading services, you may trade one cryptocurrency with another cryptocurrency at a price that is chosen or confirmed by you at your sole discretion. Once you place a purchase/sale order, we will make reasonable efforts to fulfill your order. You acknowledge that whether an order could be completed depends on various factors, and that carbondefi.cc does not guarantee that all orders will be completed and assumes no responsibility for any orders that are not completed. Where an order is not completed, you may cancel the order, and we will return the cryptocurrency that you placed for such order to your Account upon cancellation.
   2.3 Trading Robot. A User may, in his/her sole discretion, elect to use various automated trading systems (“Robots”) , as opposed to manually inputting orders to buy and sell cryptocurrency on the Site and App. All Robots on the Site and App are licensed to carbondefi.cc by carbon Investments Inc., which is an independent third party and registered investment advisor with U.S. Securities and Exchange Commission. No Robots shall be deemed as providing any kind of investment advice by carbondefi.cc. You will be required to fill in the trading parameters in order to use the Robots, and the operation of any Robot is dictated by the parameters set by you. All trading parameters are editable and must be confirmed by the Users prior to operation of the Robot. All actions executed by the Robots are based on predetermined algorithmic or mathematical formula within the fixed parameters chosen and confirmed by the User. No Robot has the ability to exercise any discretion with regard to a Transaction without the input of the User. A User may stop the operation of any and all trading Robots at any time in his/her own discretion. The Robot will immediately start to cease operation upon the User’s instruction. Depending on the type of operating Robot, the ceasing of operation can be effective immediately upon the User’s instruction, or can be effective after a reasonable period of time upon the User’s instruction. carbondefi.cc shall bear no responsibility for any loss that you may sustain from the Robots, and you shall be solely accountable for the loss or profit incurred by the Robots.
   2.4 For the avoidance of doubt, we do not provide investment, tax, or legal advice. Also, we do not broker trades on your behalf. You shall seek your own counsel for any professional advice. No Service provided by us shall be deemed as providing advice or brokering trades.
3.  Third Party Payment Processor
   3.1 carbondefi.cc may use a third party payment processor to process any US Dollar payment between you and carbondefi.cc, including but not limited to payments in relation to your Transactions or deposits or withdrawals from your Account.
   3.2 In case you choose to process US Dollar payment via a thrid party payment processor, you shall separately read and agree User Agreements with various carbon partnered OTC platforms or third party payment processors (if applicable), and comply with this Agreement and other carbondefi.cc rules as well as the business rules of such partners. Pioenx.US shall assume no responsibility for any loss or damage  
4. Transfer cryptocurrency to and from your Account.
   4.1 You may transfer supported cryptocurrency from your digital wallet or your cryptocurrency account with third party service providers to your Account. The amount transferred will be held as a balance in your Account. You will need a balance to use our trading services.
   4.2 You may transfer cryptocurrency from your Account to your digital wallet or your cryptocurrency account with third party service providers, provided that there must be sufficient balance in your Account to enable such transfer. You shall assume full responsibility and liability in any loss resulting from intentional or unintentional misuse of your Digital Wallet Services, including any loss resulting from transferring one type of cryptocurrency to a wallet intended for another type of cryptocurrency, regardless of whether the relevant cryptocurrency network confirms the transaction or not, and any loss resulting from you transferring cryptocurrency to an incorrect blockchain destination address.
   4.3 You may send cryptocurrency from your Account to other Users. You must ensure sufficient balance of assets in your Account to make such transfer. Subject to terms of this Agreement, carbondefi.cc may refuse to execute a transfer transaction if the balance is insufficient in your Account.
   4.4 TRANSFERRING CRYPTOCURRENCY INTO OR OUT OF YOUR ACCOUNT MAY BE SUBJECT TO LIMITS. ALL LIMITS WILL BE DISPLAYED IN YOUR ACCOUNT. We reserve the right to change applicable limits as we deem necessary in our sole discretion. If you wish to raise your limits beyond the posted amounts in your Account, you will be required to complete additional verification. We may require you to submit additional information about yourself or your business, provide photo identification or financial records, and/or arrange for meetings with our staff (such process, “Enhanced Due Diligence”). In our sole discretion, we may refuse to increase your limits, or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence. Additionally, we may require you to wait after completion of a transaction before permitting you to use further Services and/or before permitting you to engage in transactions beyond certain volume limits.
   4.5 Transfer of cryptocurrency to and from your Account may be subject to applicable laws and regulations. Therefore, we may require information of the beneficiary’s account, including beneficiary’s name, address, government identification, date and place of birth, cryptocurrency account, prior to execution of a transfer from your Account. Such information may also be required when you transfer cryptocurrency to your Account. We shall not be held accountable for transfer delay or failure and any loss or liability incurred from such delay or failure due to insufficient information of the beneficiary or your Account. We may refuse to process or cancel any pending transfers to or from your Account as required by law or any court or other authority.
5. Staking Services.
   carbondefi.cc will from time to time offer Staking Services for specific types of cryptocurrency to users that fulfill the eligible criteria determined by carbondefi.cc according to different types of cryptocurrency. When you hold cryptocurrency eligible for staking (the “Staking Tokens”) on carbondefi.cc you may be given the option to “stake” these assets in a third party proof of stake network via staking services provided by carbondefi.cc or an affiliate or a third party. carbondefi.cc has the right to initiate or terminate Staking Services for any cryptocurrency or modify rules on such programs in its sole discretion. Please visit our website for further details on how proof of stake works.
   5.1 Staking Service is Optional. Staking services may be made available to you for Staking Tokens where staking functionality is available on carbondefi.cc. You may choose to opted-in to staking services in your sole discretion.
   5.2 The Service; Limitations. If you stake your cryptocurrency with us, carbondefi.cc, our affiliates or a third party, will facilitate the staking of those cryptocurrency on your behalf by acting as a transaction validator on the applicable network for the Staking Tokens you stake. Some Staking Tokens networks require that a certain amount of staked assets be locked (restricted from sale or transfer) for a certain period of time while staking. carbondefi.cc may also have additional sale or withdrawal limitations for particular staked assets if you are opted-in to staking. Fees for Staking Services may be charged by carbondefi.cc from time to time, and applicable fee rates will be displayed on our platform.
   5.3 Guarantee. When you use Staking Service, you agree that all investment operations related represent your true investment intentions and that unconditionally accept the potential risks and benefits of your investment decisions, and you undertakes that you fully recognize the risks of investment in cryptocurrency and operate cautiously. Users shall ensure that sources of the cryptocurrency they hold in carbondefi.cc Accounts are legal and compliant and undertake to observe related laws and regulations. Otherwise, carbondefi.cc has the right to take necessary steps in accordance with these Terms and carbondefi.cc platform rules, including, without limitation, freezing Users’ carbondefi.cc Accounts or deducting the cryptocurrency awarded to Users who violate the rules of respective Staking Programs. Your cryptocurrency under staking and any reward for those assets will not be covered by any guarantee or insurance provided by carbondefi.cc, its affiliate or any third party.
   5.4 Reward. If carbondefi.cc, an affiliate or a third party, successfully validates a block of transactions in that Staking Tokens, you may earn a reward granted by that Staking Token’s network. Your reward will be determined by the protocols of the applicable network. carbondefi.cc will distribute applicable percentage of staking rewards received from the Staking Token protocol attributable to your staked Staking Tokens (“Staking Rewards”). The applicable percentage and timing of such remittances will: (i) be determined by carbondefi.cc in its sole discretion; (ii) be subject to carbondefi.cc’s staking fee, if any; (iii) vary by the Staking Token protocol; and (iv) be further detailed in your Account. You agree and understand that carbondefi.cc does not guarantee that you will receive Staking Rewards and that the applicable percentage (i) is an estimate only and not guaranteed, (ii) may change at any time in carbondefi.cc’s sole discretion, and (iii) may be more or less than the actual staking rewards carbondefi.cc receives from the Staking Token protocol.
   5.5 No Guarantee of Staking Services. While carbondefi.cc employs measures to ensure that the Staking Services are accessible 24 hours a day and 7 days a week, carbondefi.cc cannot guarantee uninterrupted or error-free operation of the Staking Services or that carbondefi.cc will correct all defects or prevent third-party disruptions or unauthorized third party access. In the event of such disruptions, any staked Staking Tokens may not be generating the Staking Rewards. Due to network delay, computer system failures and other force majeure, which may lead to delay, suspension or deviation of staking service execution, carbondefi.cc will use commercially reasonable effort to ensure but not promise that carbondefi.cc staking service run stably and effectively. carbondefi.cc does not take any responsibility if the final execution doesn’t match your expectations due to the above factors. carbondefi.cc reserves the right to suspend or terminate Staking Services. If necessary, carbondefi.cc can suspend and terminate Staking Services at any time.
   5.6 Governance and Voting. For certain Staking Tokens, the underlying protocols offer stakers the ability to vote on matters related to the governance of protocol-level issues. carbondefi.cc may or may not support voting for such assets, and may cease supporting voting at any time in its discretion. carbondefi.cc will comply with your instruction to vote your Staking Tokens to the extent carbondefi.cc or its affiliate or third parties supports voting for such Staking Tokens. In certain cases, carbondefi.cc may vote on your behalf where carbondefi.cc or the applicable protocol does not support delegated voting.
6. API Terms. If you are granted access to the API, you agree that your use of or access to our application programming interface and any accompanying or related documentation, source code, executable applications and other development materials and any other resources or services made available to you provided by us (collectively, “API Tools”) is subject to the API terms and conditions. Applicable API terms and conditions will be provided by carbondefi.cc prior to your being granted access to the API.
7. We reserves the right to delay, cancel, reverse (to the extent possible) or refuse to process, any submitted Transaction, if: (i) required by law or regulations or in response to a subpoena, court order, or other government order or to enforce transaction limits; (ii) we suspect the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime or illegal activity; (iii) we reasonably suspect that the transaction is erroneous; (iv) if we suspect the transaction relates to prohibited use or a prohibited business as set forth in this agreement; or (v) we suspect that you have breached any terms of this agreement. In such instances, we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the delayed, cancelled, reversed or failed transaction.
8. Cryptocurrency Risks. 
   7.1 GENERAL RISKS. USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK,WHICH CAN BE SUBSTANTIAL. WE DO NOT PROVIDE INVESTMENT, TAX, OR LEGAL ADVICE. ALL TRANSACTIONS ARE FILLED AUTOMATICALLY, BASED ON YOUR INSTRUCTIONS, AND YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY TRADING, TRADING STRATEGY OR RELATED TRANSACTION IS APP ROPRIATE FOR YOU BASED ON YOUR PERSONAL INVESTMENT OBJECTIVES, FINANCIAL CIRCUMSTANCES AND RISK TOLERANCE. THERE IS NO GUARANTEE AGAINST LOSSES.
   7.2 Cryptocurrency protocols. We use various blockchains and/or blockchain technology to process your cryptocurrency transactions, for example, the Ethereum blockchain.  All blockchains and/or blockchain technology may experience unintended events or consequences, including but not limited to backlogs, higher than normal transaction fees, changes to the network, failure, or forks in the protocol. We do not own or control any blockchain or blockchain technology, are not responsible for the operation of the blockchain network, and make no guarantee regarding the blockchain network’s security, functionality, or availability. You may suffer loss as a result of any such events or consequences, and we will not compensate you for such loss. You acknowledge and accept that we have sole discretion to determine our response to any operating change to any cryptocurrency protocol and that we have no responsibility to assist you with unsupported currencies or protocols.

Fees

1. We may charge you fees for use of any or all Services. You may view the fee schedule on our Fee Disclosure Page.
2. Fees for Deposit and Withdraw. We reserve the right to charge a fee for transferring cryptocurrency and US Dollars into or out of your carbondefi.cc Account. In case of cryptocurrency deposits and withdrawals, we will calculate the applicable fee pursuant to fee rates set forth on our Fee Disclosure Page, and notify you of the fee at or before the time you authorize the transaction. In case of US Dollars deposits and withdrawals, bank fees charged to carbondefi.cc are netted out of transfers to or from carbondefi.cc. Your cryptocurrency wallet service provider or your bank may also charge transaction fee and other fees related to the transfer of cryptocurrency or US Dollars to or from your carbondefi.cc Account, and you are responsible for paying any additional fees charged by them. In case you may use a third party payment processor to process any US Dollar payment between you and carbondefi.cc, any applicable fees of the third party payment service may be chareged by the third party payment processor or by carbondefi.cc. Fees for deposit and withdraw will be available on our Fee Disclosure Page.
3. Service Fees. By placing transactions through the Services, you agree to pay any applicable fees stated in the current fee schedule. We will also notify you of the final price of each transaction, inclusive of pricing and fees, when you authorize the transaction. Our current fee schedule is available on our Fee Disclosure Page.  
4. All fees will be clearly displayed and payable in cryptocurrency or US Dollar. You authorize us to automatically deduct fees directly from your Account. We will calculate all applicable fees and show those fees when you authorize a transaction. If you owe any outstanding amounts to us, we reserves the right and you hereby authorize us to debit your Account for such outstanding amounts.
5. We reserve the right to change or modify our fee schedule or increase any of our fees （including fees for Robots services) at any time and from time to time, in our sole discretion. Any such changes, modifications or increases will be effective upon being posted on our Fee Disclosure Page. Your first use of Services following any changes to the fees posted on our Fee Disclosure Page will constitute your acceptance of such changes. If you do not agree to the posted changes, you may cease using the Services as provided in this Agreement.

Licenses; Intellectual Property

1. App Licenses. Subject to your compliance with this Agreement, we grant to you a limited, non-exclusive, non-sublicensable, non-transferable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in this Agreement, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple Users through any means. We reserve all rights in and to the App not expressly granted to you under this Agreement.
2. Content Licenses.
   2.1 Definitions. For purposes of this Agreement: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that you provide to be made available through the Services.
   2.2 Content Ownership. We and our licensors exclusively own all right, title and interest in and to the Content excluding the User Content, including all associated intellectual property rights. You acknowledge that the Services (which, for greater certainty, includes the Content and the provision of Content) are protected by copyright, trademark, and other laws of any applicable jurisdiction. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
   2.3 Rights in Content granted by us. Subject to your compliance with this Agreement, we grant to you a limited, non-exclusive, non-transferable and revocable license, with no right to sublicense, to, during the term of this Agreement, access and view the Content (excluding your User Content) solely in connection with your approved purposes as permitted by us from time to time. Unless otherwise approved by us, you may not use the Content for any non-personal purpose. Any other use of the Services or Content is expressly prohibited. You acknowledge that subject to the rights granted to you in this Agreement with respect to the Content, all other right, title, and interest in the Services and Content is exclusively the property of us and our licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part.
   2.4 Not Responsible for Content. We will use reasonable efforts to verify the accuracy of any Content, but we make no representations about the accuracy, quality, timeliness, authenticity or completeness of the Content, express or implied, statutory or otherwise, including the historical cryptocurrency price data available through the Services, or any information on any third party websites site even if links to such sites are provided through the Services. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including if we, at our sole discretion, consider any Content to be objectionable or in violation of this Agreement. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OF ANY KIND, FROM ACTION TAKEN, OR TAKEN IN RELIANCE ON ANY CONTENT.
   2.5 Rights in User Content Granted by You.We do not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit your User Content. By making any User Content available through the Services you hereby grant this Site a non-exclusive, irrevocable, perpetual, transferable, worldwide, royalty-free license, with the right to sublicense (i) to use, copy, modify, distribute and display your User Content in connection with operating and providing the Services; and (ii) for our other internal business purposes such as improving the Services. If such User Content contains the personal information of third parties, you represent and warrant that you have obtained the appropriate consents and/or licenses for your use of such information and that we and our sub-licensees are allowed to use them to the extent indicated in this Agreement.
   2.6 Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you own all your User Content and/or you have all rights that are necessary to grant us the license rights in your User Content under this Agreement. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by us on or through the Services, will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
   2.7 Removal of User Content. You may remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services or outside of the Services (such as when any User Content that you make available to the public is copied and distributed by other Users of the Services). We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.  Although we are not obligated to monitor access to or use of the Services or to review, edit or remove any User Content, we reserve the right to do so and may retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.
3. Marks. “carbon”, “carbondefi.cc” and all other URLs, logos and names related to the Services or displayed through the Services (collectively, “Marks”) are either trademarks, service marks, or registered marks of us or our licensors. You may not copy, imitate or use any Mark without our prior written consent, unless such use is permitted by this Agreement or is necessary as part of your use of the Services.

Restricted Activities

1. Restricted Activities.

In connection with your use of the Services, your Account, or in the course of your interactions with us, other Users or third parties, you will not:

1.  Breach this Agreement or any other agreement between you and us;
   1.1 Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising)；
   1.2 Infringe our or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
   1.3 Act in a manner that is defamatory, trade libelous, threatening or harassing; or threaten and/or harass our employees, agents or other Users;
   1.4 Provide false, inaccurate or misleading information;
   1.5 Hold or trade what we reasonably believe to be potentially fraudulent cryptocurrency;
   1.6 Engage in potentially fraudulent or suspicious activity and/or transactions;
   1.7 Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
   1.8 Control an account that is linked to another account that has engaged in any of these restricted activities;
   1.9 Circumvent any our policy or determinations about your Account such as temporary or indefinite suspensions or other account holds, limitations or restrictions, including but not limited to engaging in the following actions: attempting to open new or additional Account(s) when an account has been restricted, suspended or otherwise limited; opening new or additional Accounts using information that is not your own (e.g. name, address, email address, etc.), using someone else’s Account or abusing promotions which we may offer from time to time;
   1.10 Disclose or distribute another User’s information to a third party, or use such information for marketing purposes unless you receive the User’s express consent to do so；
   1.11 Take any action that imposes an unreasonable or disproportionately large load on our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf or the Services；
   1.12 Facilitate any viruses, trojan horses, malware, worms or other computer programming routines that attempts to or may damage, disrupt, corrupt, misuse, detrimentally interfere with, surreptitiously intercept or expropriate, or gain unauthorized access to any system, data, information or Services;
   1.13 Use any robot, spider, other automatic device, or manual process to monitor or copy our websites without our prior written permission; use any device, software or routine to bypass our robot exclusion headers; or interfere or disrupt or attempt to interfere with or disrupt our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf, any of the Services or other Users’ use of any of the Services；1.14 Copy, reproduce, communicate to any third party, alter, modify, create derivative works, publicly display or frame any content from our websites without our or any applicable third party’s written consent.
   1.15 Reveal your account password(s) to anyone else, nor use anyone else’s password. We are not responsible for losses incurred by you arising as the result of misuse of passwords, which situations include the use of your account by any person other than you.
   1.16 Place orders for the purpose of generating unnecessary volatility or creating a condition in which prices do not or will not reflect fair market values. This can include artificially buying and selling around the same price to artificially increase volume, splitting an order in order to create more trade executions and the appearance of more trading activity, or using successive trade executions to show artificial momentum in a particular direction.
   1.17 Place orders with the sole intent of canceling the bid or offer before execution.
   1.18 Pre-arrange any order with another person for the purpose of creating an artificial execution.
   1.19 Place orders for the purpose of assisting another person to engage in transactions.
   1.20 Place simultaneous buy and sell orders that could potentially execute against each other.
2. You agree and represent you are not and will not be engaged in any of these Restricted Activities. We have the right to investigate violations of this Agreement or conduct that affects the Services. Further, we reserve the right to cancel, suspend, close, reverse, freeze and/or refund your Account, your orders, your Transactions, or any asset (including US Dollars and cryptocurrency)  held in your Account immediately and without notice if we determine, in our sole discretion, that your Account is associated with a Restricted Activity.
3. Liabilities for Restricted Activities. If we believe that you’ve engaged in any of these Restricted Activities, we may take a number of actions to protect us, Users and others at any time in our sole discretion. The actions we make take include, but are not limited to, the following:
   a）Terminate this Agreement, limit your Account, and/or close or suspend your Account, immediately and without penalty to us;
   b）Refuse to provide the Services to you now and in the future;
   c）Limit your access to this Site, the App, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf, your Account or any of the d）Services, including limiting your ability to trade or make withdrawals;
   Hold your Account balance if reasonably needed to protect against the risk of liability to us or a third party;
   e）Hold, apply or transfer the cryptocurrency in your Account as required by judgments and orders which affect you or your Account, including judgments and orders issued by courts anywhere and directed to us or our affiliates; or
   f）Take legal action against you.

SUSPENSION AND RESTRICTION

1. Without limiting other remedies that may be available to us, we reserve the right, in our sole and absolute discretion, to limit or block access to or to suspend, deactivate or terminate your Account, impose limitations on part or all actions with your Account, discontinue the Services, and/or freeze part or all cryptocurrency in your Account, at any time, with or without notice to you, if:
   1.1 We are so required by applicable law or regulation or a facially valid subpoena, court order, or binding order of a government authority; or
   1.2 We are unable to verify or authenticate any information you provide to us; or
   1.3 We reasonably suspect you of using your Account in connection with a Restricted Activity;or
   1.4 Use of your Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; or
   1.5 Due to insolvency or bankruptcy; or
   1.6 We suspect your Account is involved in (or has a high risk of involvement in) money laundering, terrorist financing or any other type of financial crime or illegal activity; or
   1.7 We believe, in our sole and absolute discretion, that your actions may cause legal liability for you, other Users or us; or
   1.8 We believe that someone is attempting to gain unauthorized access to your Account; or
   1.9 Your Account has no cryptocurrency and has not been accessed in the prior year.
2. If we are notified of a court order or other legal process affecting you, or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we do not have an obligation to contest or appeal any court order or legal process involving you or your Account. When we implement a freeze or limitation as a result of a court order, applicable law, regulatory requirement or other legal process, the freeze or limitation may remain in place as long as reasonably necessary as determined by us.

User’s Representations and Warranties

1. By using the Services, you expressly represent and warrant that:
   1.1 You have the legal authority to enter into this Agreement; and that you will use the Services in accordance with this Agreement and other applicable carbondefi.cc policie3s and rules, and fully perform all your obligations.
   1.2 Your use of the Services will be in compliance with all laws that are applicable to you based on your jurisdiction and that you will not use the Services for any criminal or illegal activities as defined by any applicable law.
   1.3 You will use the Services only for yourself, and not on behalf of any third party.
   1.4 Any cryptocurrency you use in connection with the Services belongs to you and is derived from legal sources.

Anti-Money Laundering (“AML) and Counter Terrorism Financing (“CTF”) Regulations.

1. As part of the global initiative to combat financial crimes, in particular Money Laundering (“ML”) and Terrorism Financing (“TF“), we are committed to implement Customer Due Diligence (“CDD“) measures. This means, pursuant to laws and regulations, we need to know who our customers are, and we fulfill this requirement by requesting information from you, including personal information, to authenticate and verify your identity. Such information may include your full name, home address, phone number, email address, date and place of birth, country of residence, nationality, government issued identification, tax identification number, a liveness video or photograph, the purpose of the transaction and the source of your funds (collectively and individually, “KYC Documents”).
2. The nature and extent of the information we request may differ based on our risk assessment policy. In some instances, we may contact you to obtain additional KYC Documents, and we will not be able to process your order until the information requested is provided in a timely manner and to our satisfaction, as required by applicable laws and regulations.
3. You confirm that all information you provide to us is accurate and complete, and agree to keep us updated if any information provided changes.
4. You consent to the collection of information and permit us or our agents to keep records of such information, which will be stored in accordance with applicable data protection laws. For more details, please read carbondefi.cc Privacy Policy.

Disclosure for Washington State

Indemnification and Limitation of Liability

1. Indemnification. You must indemnify us and our affiliates (including each entity that we control, we are controlled by or we are under common control with), and each of their respective directors, officers, employees, agents, joint ventures, service providers and suppliers (collectively “Our Entities”) for actions related to your Account and your use of the Services. You agree to defend, indemnify and hold us harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party due to or arising out of your breach of this Agreement, your improper use of the Services, your violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom you grant permissions to use your Account or access our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf, or any of the Services on your behalf.
2. Limitation of Liability.
   2.1 IN NO EVENT SHALL WE BE LIABLE (A) FOR ANY AMOUNT GREATER THAN THE LESSOR OF (I) THE VALUE OF THE SUPPORTED CRYPTOCURRENCY HELD IN YOUR ACOUNT; AND (II) USD$10,000 OR (B) FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS), WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THIS SITE AND THE App, OUR SOFTWARE, SYSTEMS (INCLUDING ANY NETWORKS AND SERVERS USED TO PROVIDE ANY OF THE SERVICES) OPERATED BY US OR ON OUR BEHALF, ANY OF THE SERVICES, OR THIS AGREEMENT, UNLESS AND TO THE EXTENT PROHIBITED BY LAW, EVEN IF AN AUTHORIZED REPRESENTATIVE OF US HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
   2.2 Our liability to you or any third party in any circumstance is limited to the actual amount of direct damages. In addition, to the extent permitted by applicable law, we are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from: (1) your use of, or your inability to use, our websites, software, systems operated by us or on our behalf (including any networks and servers used to provide any of the Services) or any of the Services; (2) delays or disruptions in our websites, software, systems operated by us or on our behalf (including any networks and servers used to provide any of the Services), and any of the Services; (3) viruses or other malicious software obtained by accessing our websites, software, systems operated by us or on our behalf (including any networks and servers used to provide any of the Services), any of the Services, or any website or service linked to our websites; (4) glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems operated by us or on our behalf (including any networks and servers used to provide any of the Services), any of the Services, or in the information and graphics obtained from them; (5) the content, actions, or inactions of third parties, including but not limited to any loss of cryptocurrency due to the external provider as described in the Disclaimer; (6) a suspension or other action taken with respect to your Account; or (7) your need to modify your practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this Agreement, operating changes to cryptocurrency protocols or our policies.
3. Force Majeure. We will not be liable for delays, failure in performance or interruption of the Services which result directly or indirectly from any cause or condition beyond our reasonable control, including 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 will not affect the validity and enforceability of any remaining provisions.

Disclaimer of Warranty and Release

1. No warranty. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO ANY PART OF THE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR AND WILL NOT BE LIABLE TO YOU FOR ANY USE OF OUR SERVICES, INCLUDING ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) User ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE; (C) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (D) ANY THIRD PARTY ACTIVITIES, INCLUDING THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES.
2. Computer Viruses. We will 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.
3. Release of us. If you have a dispute with any other User, you release us from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.
4. Without prejudice to and in addition to the provisions in clause 2, if you’ve violated this Agreement or any policies that apply to you, then you’re responsible for damages to us and/or our affiliates caused by your violation. In addition, you will be liable to us for the amount of our damages caused by your violation of this Agreement. We may deduct such damages directly from any existing balance in any Account you control.

Dispute Resolution and Applicable Law

1. If a dispute arises between you and us, our goal is to learn about and address your concerns. If we are unable to do so to your satisfaction, we aim to provide you with a neutral and cost effective means of resolving the dispute quickly. You and us agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Disputes between you and us regarding the services may be reported to Customer Service. You and us further agree that you and us shall spend reasonable and necessary time on full communication, consultation or mediation before either party submits the disputes in question for arbitration.
2. All matters relating to the Services and this Agreement will be governed by and interpreted in accordance with United States Federal law, where applicable, the Federal Arbitration Act, federal arbitration law, and the laws of the State of California without regard to its conflict of laws provisions.
3. You acknowledge and agree that, in case of any dispute, controversy, divergence or claim that can’t be solved by consultation or mediation, including any dispute in connection with the existence, validity, interpretation, performance, breach or termination of this clause or any dispute concerning or arising out of this Agreement, (collectively referred to as the “Dispute”) , the Dispute shall be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and carbondefi.cc agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Agreement, and that you and carbondefi.cc are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
4. You or carbondefi.cc shall submit the Dispute to the American Arbitration Association (“AAA”) according to its Consumer Arbitration Rules (the “AAA Rules”) then in effect. Any arbitration hearings will take place in the county, city (or parish) where you live or where we maintain our primary business office, unless we both agree to a different location.
5. Unless otherwise agreed by the parties hereto, only one arbitrator shall be appointed according to the AAA Rules. The arbitrator shall have the exclusive right to make a ruling on his/her right of jurisdiction, including but not limited to any objection to the existence, scope or validity of the arbitration agreement or the arbitrability of any claim or counterclaim. The arbitration shall be conducted in English. The arbitrator shall, regardless of the method of arbitration, issue a reasonable written decision to explain the arbitration award, its basic conclusion and the conclusion (if any). The arbitration award shall be final and binding upon you and us, and may be enforced by any court of competent jurisdiction.
6. Class Action Waiver. YOU AND US AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Risk Reminder

1. You are solely responsible for understanding and complying with any and all laws, rules and regulations relating to the use of the Services in your jurisdiction.
2. Cryptocurrency are based on underlying blockchain technology. The underlying blockchain may experience backlogs, higher than normal transaction fees, changes to the network, failure or a fork in the protocol. We do not own or control any underlying blockchain and is not responsible for the operation of the network and make no guarantees regarding the network’s security, functionality, or availability.
3. Legislative and regulatory changes or actions at the state, provincial, national or international level may adversely affect the use, transfer, exchange and value of cryptocurrency.
4. Transactions in cryptocurrency may be irreversible and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
5. Some transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you or any other person initiates the transaction.
6. Cryptocurrency in a given address are controlled by the private key of the holder of the address. If the private key is compromised or lost, the cryptocurrency in that address may be stolen or lost or otherwise unrecoverable. Any loss associated with the incidence relating to private key shall be User’s own obligation and liability.
7. If any or all of your cryptocurrency is custodied by an External Provider, you may lose any or all of your cryptocurrency due to misconduct, negligence, bankruptcy or insolvency of the External Provider, 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. We shall not be liable for any loss you may sustain under such circumstance.
8. There is no legal entity that controls cryptocurrencies. Rather, cryptocurrencies rely on decentralized blockchain technology to safeguard assets and its movements. In the event of a crisis, there is no entity that will protect the cryptocurrency market to minimise your losses.
9. The value of some cryptocurrency may be derived from or influenced by the continued willingness of market participants to exchange fiat currencies for cryptocurrency, which may result in the potential permanent and total loss of value of a particular cryptocurrency. The volatility and unpredictability of the price of cryptocurrency relative to fiat currency may result in significant loss.
10. There is no assurance that a person who accepts cryptocurrency as a payment today will continue to do so in the future.
11. The nature of cryptocurrency may lead to an increased risk of fraud or cyberattack and may mean that technological difficulties experienced by us may prevent access to, or use of, your cryptocurrency.The value of your cryptocurrency may also be effected by the increased risk of fraud or cyberattack.
12. We may not be regulated as a financial institution, a money service provider or equivalent in your jurisdiction.
13. This Agreement does not disclose all of the risks associated with payment in cryptocurrency. You acknowledge and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of those risks for you in light of your circumstances and financial resources. We are not giving tax advice, legal advice or other professional advice by allowing you to use the Site, the App or the Services. No Material on our Site or App, including FAQs or blogs, shall be considered tax advice, legal advice or investment advice.

Tax Reporting and Tax Withholding

The taxation of Transaction is extremely complex, and no attempt is made herein to fully describe the various tax rules that apply to such transactions or to explain in complete detail the rules which are mentioned.

However, generally, any sales, exchanges or dispositions of cryptocurrency may have U.S. federal, state, local and non-U.S. income tax consequences for Users and may result in Users having to pay additional income taxes. You may have a variety of tax reporting obligations with respect to certain cryptocurrency. You shall seek advice from your tax advisor regarding the tax consequences of using our Services. You shall be solely responsible for how your activity in the Account is reported to the Internal Revenue Service (“IRS”) or any other taxing authority. We assume no responsibility to you for the tax consequences of any transactions.

The proceeds of your sale transactions and dividends paid may be reported to the IRS in accordance with applicable law. Under penalties of perjury, you certifies that the taxpayer identification number provided or will provide to carbondefi.cc (including any taxpayer identification number you have provided or will provide to us) is your correct taxpayer identification number. You represent that you are not subject to backup withholding and are a United States Person (including a U.S. resident alien) as such term is defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (“U.S. Person”). If a correct Taxpayer Identification Number is not provided to us, you understand that you may be subject to backup withholding tax at the appropriate rate on all dividends, interest and gross proceeds paid to you. Backup withholding taxes are sent to the IRS and cannot be refunded by carbondefi.cc. Users further understand that if you waive tax withholding and fail to pay sufficient estimated taxes to the IRS, you may be subject to tax penalties, and you shall not expect any indemnification from carbondefi.cc.

Amendment and Termination

1. Amendments. We may amend, modify, update and change any of the terms and conditions contained in this Agreement from time to time. We will notify you of any amendment, modification, update and change by publishing a new version of this Agreement here, or by email. Any new version of this Agreement will take effect immediately upon publication on the Site or the App, and your use of the Site, the App and/or the Services after any changes to this Agreement will be deemed to constitute your acceptance of the new version of this Agreement.
2. Termination by carbondefi.cc. We may, at any time, terminate this Agreement unilaterally, with immediate effect, for any reason, including but not limited to where:
   2.1 we are required to do so by law, regulation, competent court order, or other competent authority;
   2.2 we reasonably believe that we need to do so in order to protect our reputation;
   2.3 we consider you to be in breach of the provisions contained in this Agreement, or applicable law or regulation or in conflict with our compliance policies;
   2.4 we reasonably suspect illegal activity including money laundering, terrorist financing, fraud or any crime (financial or otherwise);
   2.5 any of our third party service providers deny providing you the Services;
   2.6 force majeure events, including operational and technical errors occurs; and
   2.7 upon our request, you have failed to provide us with information, or the information provided does not meet our requirements.
3. Termination by You. You may, at any time, terminate this Agreement, with immediate effect, for any reason. Upon termination of this Agreement, you shall stop using the Site, the App and/or the Services.
4. Retaining Information. Following the termination of this Agreement, we may retain your personal information for as long as we have a business or tax need or as required under applicable laws.

Miscellaneous

1. Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without our prior written consent. We reserve the right to assign our rights without restriction, to any affiliate or subsidiary of us, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assignees.
2. Relationship of the Parties. We are an independent contractor for all purposes. Nothing in this Agreement will be deemed or is intended to be deemed; nor will it cause, you and us to be treated as partners, joint ventures, joint associates for profit, or as the agent of the other.
3. No waiver. Our failure to act with respect to a breach of any of your obligations under this User agreement by you or others does not waive our right to act with respect to subsequent or similar breaches.
4. Reservation of Rights. carbondefi.cc and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
5. Unclaimed Property. If we are holding cryptocurrency in your Account, and we are unable to contact you and has no record of your use of the Services for an extended period, applicable law may require us to report such cryptocurrency as unclaimed property to the applicable jurisdiction. If this occurs, we will try to locate you at the address shown in our records, but if we are unable to locate you, it may be required to deliver any such cryptocurrency to the applicable state or jurisdiction as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed cryptocurrency, as permitted by applicable law.
6. Complete Agreement and Survival. This Agreement and the Privacy Policy, along with any applicable policies on the Site and App, sets forth the entire understanding between you and us with respect to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including any prior versions of this Agreement), and every nature between and among you and us. All such terms which by their nature should survive, will survive the termination of this Agreement.
7. Severability. If any provision of this Agreement is held to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision shall be struck and the validity or enforceability of any other provision of this Agreement will not be affected.
8. Improperly Filed Claim. All claims you bring against us must be resolved in accordance with this Agreement. All claims filed or brought contrary to this Agreement shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to this Agreement, we may recover attorneys’ fees and costs (including in-house attorneys and paralegals), provided that we have notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
9. Electronic Communications. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Account and your use of the Services. We will provide these Communications to you by posting them on the Site or through the App, emailing them to you at the primary email address listed in your profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification. You understand and agree that if we send you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, we will be deemed to have provided the Communication to you. You may update your information by contacting Customer Support at service@carbondefi.cc. You may be asked to provide personal information to verify your Account.
10. Terms in English; Translation of agreement. It is the express wish of the parties that these terms and any directly or indirectly related documents be drawn up in English. Any translation of this Agreement is provided solely for your convenience and is not intended to modify the terms of this Agreement. In the event of a conflict between the English version of this Agreement and a version in a language other than English, the English version shall prevail.

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