Terms and Conditions
Cottonwood Vending, LLC: Terms of Service
Updated: January 29, 2019
Cottonwood Vending LLC (the “Company”), a New York limited liability company, hereby offers its retail virtual currency buy and sell service through automated kiosks (the “Service”) to its Customers (as defined herein) under the following Terms of Service.
PLEASE REMEMBER THAT ONLY ONE PERSON MAY USE ONE ACCOUNT AND THAT YOU MAY NOT USE MULTIPLE ACCOUNTS TO INTENTIONALLY DEFEAT YOUR ACCOUNT'S TRANSACTIONAL LIMITS.
PLEASE BE AWARE OF ONLINE SCAMS! It is HIGHLY recommended that you DO NOT use virtual currency such as Bitcoin in order to complete online transactions for products you want to purchase on eBay or PayPal unless it is through a verified virtual currency payment processor. Virtual currency also is NOT a payment method for utility companies, bail agencies, etc. (unless clearly stated in writing by verified agents of that company).
The Company shall contact customers from the following support number: 1-917-789-5251. Customers' shall be obligated comply with all instructions delivered from that phone number.
THESE TERMS CONTAIN ARBITRATION PROVISIONS WHERE CUSTOMERS EXPRESSLY WAIVE RESOLVING DISPUTES IN COURTS OF LAW.
The Company shall not transmit monetary value to another person or to another location for any person. This prohibition does not apply to sending Bitcoins to wallets hosted by third-party services as long as the customer has exclusive access to that hosted wallet or sending Bitcoins to “payment addresses” of merchants (or payment processors) who utilize Bitcoin as a method of payment.
The Company does not guarantee the Service's availability.
The Company is a United States' Department of Treasury-registered Money Services Business. You may check the Financial Crimes Enforcement Network's website (www.fincen.gov) to confirm the Company's registration.
The Company received the Virtual Currency Business license from the New York Department of Financial Services (the “DFS”) on January 29, 2019 to operate Bitcoin buy-and-sell kiosks. Bitcoin is considered a “virtual currency” under the Virtual Currency Business license regulations as promulgated by the DFS.
The Company is NOT a financial adviser nor broker-dealer and has not registered with the United States Securities and Exchange Commission.
Disclosure of Material Risks:
- Virtual currency is not legal tender, is not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections;
- Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of virtual currency;
- Transactions in virtual currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
- Virtual currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transaction;
- The value of virtual currency may be derived from the continued willingness of market participants to exchange fiat currency – such as United States dollars – for virtual currency, which may result in the potential for permanent and total loss of value of Bitcoin should the market for virtual currency disappear;
- There is no assurance that any person who accepts virtual currency as payment today will continue to do so in the future;
- The volatility and unpredictability of the price of virtual currency relative to fiat currency may result in significant loss over a short period of time;
- The nature of virtual currency as an Internet-based protocols may lead to an increased risk of fraud or cyber attack;
- The nature of virtual currency means that any technological difficulties experienced by the Company may prevent the access or use of a customer’s virtual currency; and
- Any bond or trust account maintained by the Company for the benefit of its customers may not be sufficient to cover all losses incurred by customers.
- Who May be a Customer of the Service?
Any individual may apply to become a customer of the Service (a “Customer”) if they choose to open an account at a Company’s kiosk and provide sufficient information to have their identity verified. A mobile phone number capable of receiving SMS text messages and government-issued ID is required to use the Service (the Company is not responsible for any mobile phone service fees a Customer might incur as a result of using the Service).
The Company does not accept incorporated entities as Customers of the Service.
- Customers' Accounts
A Customer's account is tied to his mobile phone number(s) and identification information. A Customer may only be able to access the Service using the mobile phone number first provided to the Company. The Company will not be liable for any loss a Customer may incur as a result of unauthorized use of that Customer's account login information.
A Customer may use his account only to buy or sell Bitcoins for his personal use. If purchasing virtual currency, the Company may upon a Customer's election provide a “paper wallet” to a Customer containing the Bitcoins or a Customer may withdraw to a wallet he already has. If selling Bitcoins, a Customer shall receive United States Dollars in the agreed-to amount.
A Customer shall not: (1) allow any other person to use his account for any reason; (2) use the Service to directly send value to any other person (other than for payments to merchants or payment processors who utilize Bitcoin for goods or services purchased by the Customer); or (3) use any other person's mobile phone number or identification information to create an account.
Should the Company suspend an account or ban a Customer from continuing to use the Service, that Customer shall not under any circumstances attempt to use the Service directly or through third-parties; any such use will be considered unlawful and the Company may notify the proper authorities. Any other account which the Company believes is assisting a banned Customer in using the Service shall also be suspended and banned. The Company may permanently “freeze” transactions that it has reason to believe are associated with banned Customers; the Company shall not be be liable for any damages as a result of it “freezing” any transaction.
- Transactions Only with the Company
When buying or selling Bitcoin through the Service, Customers are buying from, or selling to, the Company directly. The Company does NOT act as an intermediary, marketplace, broker or market-maker between other buyers and sellers of Bitcoin.
- Buy Transactions
A Customer shall receive the amount of Bitcoin equal to the amount of United States dollar currency deposited at the kiosk pursuant to the buy price provided at the kiosk. The Bitcoin buy price is based on publicly-available information and includes all applicable Company fees.
The Company may not transmit a Customer’s purchased Bitcoin immediately but may, upon its option, batch multiple transactions in order to limit network transaction fees and mitigate congestion on the Bitcoin network.
The Company shall endeavor to include sufficient network fees to have all of its transmitted Bitcoin transactions confirmed quickly. However, the Company is only a user of the Bitcoin network and does not in any way directly control the confirmation of individual transactions; as such, the Company is not responsible for any delays by the Bitcoin network in confirming any given transaction.
- Sell Transactions
A Customer shall receive the amount of United states dollar currency equal to the amount of Bitcoin transmitted to the Bitcoin address provided by the Company pursuant to the sell price provided at the kiosk. The Bitcoin sell price is based on publicly-available information and includes all applicable Company fees.
A Customer’s United States dollar currency will NOT be available until the Bitcoin transaction is confirmed at least one time by the Bitcoin network in order to ensure the validity of the funds.
It is solely the Customer’s responsibility:
- To ensure that the Bitcoin transmitted by it is broadcast to the Bitcoin network by the deadline provided at the kiosk and/or on the receipt; failure to transmit the Bitcoin in a timely fashion will result in delays in completing the transaction. It is highly recommended that the Customer not use a hosted Bitcoin wallet service when transacting with the Company, as these services may not transmit the Bitcoin immediately.
- To send the EXACT amount of Bitcoin as instructed by the kiosk and/or on the receipt; failure to send the exact amount of Bitcoin will result in delays in completing the transaction.
- To ensure all Bitcoin transactions to the Company contain sufficient network fees to be confirmed in a timely fashion; the Company is not responsible for any delays by the Bitcoin network to confirm a transaction.
- To send the Bitcoin to the Bitcoin address provided by the kiosk and/or on the receipt; if a Customer sends the funds to an address not controlled by the Company, those funds may be lost forever and the Company will not consider the transaction complete.
- Freezing Transactions
The Company has the ability to prevent Bitcoins from being transmitted to the Bitcoin network in a buy transaction and to prevent a Customer from redeeming United States dollar currency in a sell transaction. The Company utilizing this ability shall be referred to herein as “freezing” a transaction.
Customers acknowledge that the Company may “freeze” any transaction pursuant to its legal obligations, suspicion that the funds used are involved in a suspicious or unauthorized transaction, to prevent fraud or for any other reasonable basis. While the Company shall attempt to contact affected Customers about “frozen” transactions, it is ultimately a Customer’s responsibility to contact the Company and go through the process to “unfreeze” his transaction. Customers acknowledge that the Company may in its sole discretion permanently “freeze” any transaction it believes is associated with illicit or suspicious activity. Absent gross negligence, the Company shall in no way be responsible for any loss or damages suffered by Customers associated with this “frozen” transaction policy.
- Bitcoin Wallets
The Company does not maintain hosted bitcoin wallets as part of its Service. Customers are solely responsible for holding their bitcoin in their own wallets.
The Company, at a Customer’s option, may print out a “paper wallet” to hold bitcoin purchased at the kiosks. The Company has no backups for these “paper wallets”; it is solely the Customer’s responsibility to secure the “paper wallet”.
- Transactional Limits
The Company may at any time institute daily, weekly, monthly and/or yearly transactional limits on a Customer's account. These limits may be changed at any time and for any reason by the Company. Each Customer may have different transactional limits for different reasons. If a Customer or a group of Customers is suspected of using multiple accounts in order to knowingly override transactional limits, that may be reason by the Company to suspend all of the implicated accounts from the Service.
A Customer may contact the Company to apply for a different transactional limit. The Company does not guarantee that such an application will be successful.
- Risk of Loss
A Customer assumes all risk of loss associated with the holding of Bitcoin and acknowledges that virtual currencies are a volatile asset with a short track record. The Company is not an investment advisor and does not provide any person advice or guidance on the suitability of holding virtual currencies. The Company is not in any way responsible if Bitcoin is someday worth nothing following a Customer's purchase.
The Company is not in any way responsible for the safekeeping of a Customer's Bitcoins following purchase (nor of a Customer's fiat currency if selling Bitcoin to the Company). Though the Company has taken all reasonable security precautions to ensure that the “paper wallets” printed by the Service are not compromised at the time of printing, the Company is not in any way responsible for the safekeeping or security of the Bitcoin on these “paper wallets”. If a Customer loses his “paper wallet”, it shall be impossible for the Company to retrieve the Bitcoin,as the Company, for security reasons, does not retain a copy of the private key to any “paper wallet”; as such, the Company cannot and shall not reimburse a Customer for value on a lost “paper wallet”.
A Customer assumes ALL responsibility for the safekeeping of his Bitcoin and use of his Bitcoin wallet(s). If the Company recommends a Customer a third-party Bitcoin wallet application, the Company is in no way endorsing the use of this third-party application and is only basing its recommendation on industry reputation. The Company is in no way responsible for any third-party application that a Customer may use. It is solely a Customer's responsibility to conduct due diligence on any application before installation and use.
- Intellectual Property
All intellectual property rights vested in texts, images or any other content found on or related to the Service are owned by the Company or its vendors. Accordingly, Customers may not copy, distribute, reproduce, republish, upload, transmit, modify, post, frame-in or otherwise use in any way any such content without the prior express authorization of the Company.
The Company's intellectual property or that of its affiliates, vendors or licensors is protected by patent, trademark and/or copyright laws of the United States and/or other jurisdictions and may not be used without the Company’s express written consent.
- Legal Compliance
The Customer acknowledges that the Company is a highly-regulated financial institution that is legally bound to prevent the Service from being used for illegal and illicit activities. The Company is subject to the oversight of the DFS and reporting requirements of Federal Crimes Enforcement Network (“FinCEN”). In accordance thereof, the Company shall operate the Services pursuant to relevant federal and state law, rules and regulations, including, but not limited to the following: the New York Financial Services Law; Part 200 of Chapter 1 of Titles 3 & 23 of the. New York Codes, Rules and Regulations (“NYCRR Part 200”); the New York Banking Law; and The Bank Secrecy Act and its anti-money laundering policy (“BSA/AML Policy”).
- The Company's Obligations
The Company warrants and represents:
- It shall conduct due diligence upon its Customers, in accordance with its obligations under federal and state law, rules, and regulations.
- It shall use all reasonable care and skill in administering the Service.
- Its “paper wallets” are not compromised by any party at the time of printing, are created at the time of their printing, and the Company shall destroy any ability to access a “paper wallet” after it is provided to a Customer.
- It shall to the best of its ability comply with any and all laws and regulations relating to offering the Service.
- Customers' Obligations
The Customer agrees that it shall provide the Company a photo or scan of Customer’s valid, government-issued photo identification, prior to and/or as a condition of his receipt of Bitcoin or United States Dollars from the Company, as the case may be. Customers expressly acknowledge that the Company cannot conduct a transaction until the Customer has complied with this paragraph.
Customers agree that they will not use the Service to perform any type of illegal activity of any sort, including, but not limited to, money laundering, scheduled narcotics trafficking, human trafficking, tax evasion, or terrorism financing, or do anything to negatively affect the performance of the Service. Suspicion of using the Service for an unauthorized or illegal activity is cause for the Company to suspend all access of a Customer to the Service; whether this suspicion is warranted is exclusively within the discretion of the Company.
Customers agree to respond to all inquiries from the Company regarding the Customer's account; failure to diligently respond to the Company's inquiries may result in a suspension of the account.
It is a Customer’s sole responsibility to determine if, and to what extent, any taxes apply to any transactions associated with a Customer’s Bitcoin transactions with the Company and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. If a Customer desires a record of his Bitcoin transactions with the Company in order to properly calculate his taxes, he may contact the Company.
- Limitation of Liability
THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO BITCOINS OR THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
The Company will not be held liable for any malfunction, breakdown, delay or interruption to the internet connection, or if any reason its Service is unavailable at any time for any period, with the exception that such malfunction, delay or interruption is the result of Cottonwood's gross negligence and Customer has otherwise complied in all respects with these Terms and Conditions. In such an event, Company shall absolve itself from any liability by providing the Customer its Bitcoin or United States Dollars to which Customer is owed within twenty-four hours of Cottonwood being so notified by Customer.
The Customer also acknowledges that delays in the transmission of Bitcoin or United States Dollars may beyond the reasonable controls of the Company. Such delays may range from fifteen (15) minutes to twenty-four (24) hours (in rare circumstances). Company will endeavor on a 'best efforts' basis to mitigate and resolve such delays and Customer will hold Company harmless for such delays.
Customers acknowledge that an account may be suspended for any time and they may not be able to have access to the Service at any time if found to be in violation of these Terms.
The Company shall in no way be liable for punitive, speculative or consequential damages resulting from a Customer's use of the Service unless the fact-finder adjudges the Company acted with specific malicious intent against a Customer.
Customers acknowledge that arbitration shall be the sole and exclusive remedy for any cause of action for damages related to or arising from these Terms of Service or use of the Service. These Terms of Service shall be interpreted under New York law in private arbitration administered by JAMS-New York, before an arbitrator that possesses expertise in the matters at issue. CUSTOMERS ACKNOWLEDGE THAT THEY ARE WAIVING THEIR RIGHT TO RESOLVE THEIR DISPUTES WITH THE COMPANY CONCERNING THESE TERMS OR USE OF THE SERVICE BEFORE A COURT OF LAW AND ARE ALSO WAIVING THEIR RIGHT TO A TRIAL BY JURY. All claims for damages must be presented to the arbitrator within one year of the alleged date of injury. The Company and Customer shall be responsible for their respective arbitration fees unless the arbitrator explicitly rules otherwise on the basis that the claim or defense is frivolous. The arbitrator's judgment shall be final, non-appealable and may be enforced in any competent jurisdiction.
The only exception to arbitration is if the Company is seeking to enjoin infringement or other misuse of intellectual property rights and the Company may file such an action in any competent jurisdiction; in such a situation, both parties waive a trial by jury.
The Company and its Customers agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a joint, class, consolidated or representative action.
In the event of a complaint, Customers should email email@example.com with all relevant information. A Company representative reviews all Customer complaints. Within two weeks of the Company’s receipt of your complaint, the Company will address your complaint.
Customers may also contact the New York Department of Financial Services in order to file a complaint about the Company here.