Terms of Service

CONTENTS

1. INTRODUCTION
2. DEFINITIONS
3. ABOUT THE PLATFORM & COPPERX OFFERINGS
4. SUPPLEMENTAL TERMS & CHANGES TO THESE TERMS
5. ELIGIBILITY
6. ACCOUNT REGISTRATION & SECURITY
7. ACCEPTABLE USE & COMPLIANCE
8. USER REPRESENTATIONS AND WARRANTIES
9. INTELLECTUAL PROPERTY
10. THIRD-PARTY LINKS & INTEGRATIONS
11. SPECIFIC TERMS
12. FEES, TAXES & BILLING
13. SUSPENSION, TERMINATION AND CONSEQUENCES
14. LIMITATION OF LIABILITY
15. NO WARRANTIES
16. NO FIDUCIARY DUTIES
17. INDEMNIFICATION
18. GOVERNING LAW, ARBITRATION & CLASS WAIVER
19. MISCELLANEOUS

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1. INTRODUCTION

These Terms of Service (“Terms”) constitute a legally binding agreement between you (hereinafter referred to as “you”, “your” or “user”) and Piers Technology Inc. (“Copperx”, “we”, “us” or “our”) concerning your access to and use of: (a) the Copperx website, located at https://copperx.io/, (b) any other websites owned or operated by Copperx that link to these Terms, (c) any Copperx mobile applications, and (d) any related media forms, media channels, mobile websites, software applications, dashboards, APIs, or other online or digital services provided by Copperx (collectively, the “Platform”).

The Platform provides access to certain products, services, features, technologies, and programs offered by Copperx, whether offered directly by Copperx or in partnership with third-party Payment Partners (collectively, the “Copperx Offerings”). The Copperx Offerings currently include, without limitation, payment processing tools, recurring billing and invoicing, CopperxPayouts, developer APIs, commerce integrations, analytics, reporting, and the Copperx Card Program. Additional Copperx Offerings may be introduced or retired from time to time.

By accessing or using the Platform or any Copperx Offering, you confirm that you have read and understood these Terms and accept and agree to be bound by these Terms, our Prohibited Use Policy, our Privacy Policy, as well as any applicable product-specific agreements incorporated herein by reference. Where there is a conflict between these Terms and a product-specific agreement, the stricter or more specific provision will apply. If you do not agree with these Terms then you must refrain from accessing or using the Platform or any Copperx Offerings.

Copperx is a financial technology provider for startups and businesses. We are not a bank, money services business or card issuer. We do not hold, store, or take custody of your funds or digital assets or private keys. Our role is limited to providing technology that enables payments, developer integrations, and card issuance through our regulated Payment Partners.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case “you” or “your” will refer to that entity. If you do not have such authority, or if you do not accept all of these Terms on behalf of the entity, we are unwilling to provide you with access to the Platform or the Copperx Offerings.

2. DEFINITIONS

   2.1. “Card” or “Copperx Card” means any payment card branded with Copperx that is made available through the Platform and issued under the Card Program.

   2.2. “Card Program” means the card program made available via the Platform under which the Issuer issues the Card.

   2.3 “Cardholder Agreement” means the agreement between you and the Card Issuer that governs the Card (as updated by the Issuer from time to time).

   2.4. “Copperx Payout” means the service offered by Copperx that enables businesses to send, schedule, and manage payments and payouts in digital assets or stablecoins, with settlement through Copperx’s Payment Partners, including off-ramps to supported bank accounts where available. Copperx Payout is provided in conjunction with regulated financial institutions and partners, and Copperx itself does not hold, store, or take custody of customer funds.

   2.5. “Developer Tools” means Copperx’s APIs, SDKs, webhooks, and related developer materials made available through the Platform.

   2.6. “Issuer” means the regulated financial institution selected for the Card Program that issues the Card.

   2.7. “Payment Partners” means the third-party financial institutions and service providers that Copperx partners with to deliver the Copperx Offerings, including but not limited to card issuers, program managers, payment processors, settlement agents, and banks.

   2.8. “Third-Party Services” means third-party websites, applications, products, services, APIs, software, or other resources that the Platform links to or integrates with.

   2.9. “User Content” means any data, information, content, materials, text, images, software, code, audio, video, or other works that you submit, upload, post, transmit, or otherwise make available through the Platform or any Copperx Offering, including through the Developer Tools, but excluding any data or materials provided by Copperx or its Payment Partners.

3. ABOUT THE PLATFORM & COPPERX OFFERINGS

Copperx provides a unified, non-custodial platform that enables businesses to accept digital asset and fiat payments, automate billing, send global payouts through Copperx Payout, access developer APIs, and manage a crypto-collateralized Card Program issued by a regulated financial institution.

Payment Gateway & Checkout. Copperx allows you to accept payments in supported digital assets (for example, Bitcoin, Ether, and USDC stablecoins across supported networks) and, where available, in select fiat channels. You can create hosted checkout sessions, links, and invoices, embed checkout in your site or app, and reconcile payments from a unified dashboard. The payment gateway is designed for fast authorization, multi-network compatibility, webhook-based confirmations, and programmatic control via our API.

Recurring Billing & Invoicing. Copperx supports subscription and invoice workflows so you can initiate one-time or recurring charges, issue and finalize invoices, mark payments as received, and trigger fulfillment or service access. Billing logic can be configured in the dashboard or driven through the API, with events delivered to your systems through secure webhooks.

Copperx Payouts. Copperx enables compliant disbursements to counterparties in supported corridors. You can initiate payouts to contractors, vendors, or employees with recipient details you provide, monitor status in the dashboard, and leverage partner-operated rails that may support delivery to multiple countries, subject to eligibility, local rules, and program limits.

Developer Tools & Integrations. Copperx offers robust Developer Tools, including REST-based APIs, SDKs, and webhook events for automating checkout sessions, invoices, and subscriptions. All API calls require authentication with issued credentials, and your application must handle idempotency, retries, and event verification consistent with the documentation. Copperx may enforce rate limits, rotate keys, and change or deprecate endpoints with notice given through the dashboard or developer communications.

Integrations & Commerce Plugins. Copperx provides no-code payment links and supports integrations for common commerce scenarios (for example, e-commerce, donations, ticketing), as well as selected platform plugins. Integration availability may vary by region, product tier, or Payment Partner requirements.

Copperx Card Program (Crypto-Collateralized Credit). Copperx facilitates access to a credit card program under which a regulated Issuer extends credit that may be secured by eligible digital asset collateral. Copperx provides the online platform and interfaces you use to apply for, access, and manage your Card, but Copperx does not extend credit, set Card terms, hold collateral, or operate the smart-contract infrastructure. Your Card use is governed by the applicable Cardholder Agreement issued by the Issuer, and your use of Copperx’s Platform remains subject to these Terms, the Prohibited Use Policy, and the Card Prohibited Use Addendum.

Service Availability; Jurisdiction & Eligibility. Not all Copperx Offerings or features are available in all countries or to all users. Access depends on successful onboarding, identity verification, sanctions screening, and ongoing compliance. Copperx may add, modify, suspend, or discontinue features in its discretion to address legal, risk, or operational considerations, or based on Payment Partner requirements.

Third-Party & Payment Partner Dependencies. Certain functions such as fiat funding, virtual accounts, settlement, on-ramps/off-ramps, card issuance, payment network connectivity, identity verification, sanctions screening, and fraud prevention are provided by third-party financial institutions or vendors. Copperx facilitates these services but does not control their systems or obligations. Your access to such functions may require acceptance of partner-mandated terms as incorporated by reference in product-specific agreements.

4. SUPPLEMENTAL TERMS & CHANGES TO THESE TERMS

From time to time, Copperx may post supplemental terms, conditions, or policies applicable to specific Copperx Offerings, features, or promotions. Such supplemental terms are incorporated by reference into these Terms, and your use of the applicable Copperx Offering constitutes your acceptance of them.

We may amend these Terms at any time by posting the updated version on the Platform and updating the “Last Updated” date. Changes are effective upon posting unless a later date is specified. Your continued use of the Platform or any Copperx Offering after the effective date constitutes your acceptance of the revised Terms.

The Platform and Copperx Offerings are not intended for distribution to or use by any person or entity in any jurisdiction where such distribution or use would be contrary to law, regulation, or sanctions, or which would subject Copperx to any registration or licensing requirement in such jurisdiction. Accessing the Platform from such jurisdictions is prohibited, and you are responsible for compliance with all applicable local laws.

Use of the Platform is limited to persons who meet the eligibility requirements in Section 5 (Eligibility). Persons under eighteen (18) years of age are not permitted to register for or use the Platform.

5. ELIGIBILITY

You must be at least eighteen (18) years old and have the legal capacity to enter into a binding contract to access or use the Platform or any Copperx Offerings. If you are accessing the Platform or using Copperx Offerings on behalf of a legal entity, you represent and warrant that you are authorized to bind that entity to these Terms.

You may not use Copperx Offerings if you are: (a) located in, a resident of, or otherwise transacting with any jurisdiction subject to comprehensive sanctions or embargoes; (b) a person or entity listed on any U.S., U.K., E.U., or U.N. sanctions or restricted party list; or (c) otherwise prohibited from accessing the Platform or using Copperx Offerings under applicable law.

6. ACCOUNT REGISTRATION & SECURITY

To access or use certain Copperx Offerings through the Platform, including without limitation, the Copperx Payout, Copperx Card and Developer Tools, you may be required to create a Copperx account (“Account”). You agree to provide complete, accurate, and current information during registration and at all times thereafter, and to promptly update such information as necessary to maintain its accuracy.

You must protect the confidentiality of your Account credentials, including any API keys, access tokens, passwords, or other authentication data. You are responsible for all activities that occur under your Account, whether or not authorized by you. You must immediately notify Copperx if you suspect unauthorized access to or use of your Account. Copperx will not be liable for any loss or damage resulting from your failure to safeguard your credentials.

As part of registration or ongoing use, you authorize Copperx to conduct identity verification (KYC) or business verification (KYB), sanctions screening, and other compliance checks directly or through third-party providers. You agree to provide all information and documents requested by Copperx or its Payment Partners to satisfy these requirements. Failure to do so may result in suspension or termination of your Account.

The information you provide will be processed in accordance with the Copperx Privacy Policy.

7. ACCEPTABLE USE & COMPLIANCE

You may not use the Platform or any Copperx Offering in any manner that violates these Terms, our Prohibited Use Policy, or applicable laws, regulations, sanctions programs, or payment network/pPayment Partner rules. The Prohibited Use Policy is incorporated into these Terms by reference and applies to all Copperx Offerings.

You must comply with all applicable export control, sanctions, anti-money laundering, anti-terrorist financing, and anti-corruption laws in connection with your use of Copperx Offerings. You represent and warrant that you are not: (a) located in, a resident of, or otherwise transacting with any jurisdiction subject to comprehensive U.S. sanctions or embargoes; (b) identified on any sanctions or restricted party list issued by the U.S., U.K., E.U., or U.N.; or (c) engaging in any activity prohibited under our Prohibited Use Policy.

Copperx may monitor use of the Copperx Offerings to ensure compliance with these Terms, the Prohibited Use Policy, and applicable law, and may suspend or terminate access for violations or suspected violations.

8. USER REPRESENTATIONS AND WARRANTIES

   By accessing the Platform or applying for, accessing, or using any Copperx Offering, you represent and warrant to Copperx, as of the date you first access the Platform or any Copperx Offerings and continuously thereafter, that:

   8.1. Authority & Capacity. You have the full legal right, power, and authority to enter into and comply with these Terms, and if you are using the Copperx Offerings on behalf of a legal entity, you are duly authorized to bind that entity to these Terms.

   8.2. Eligibility. You satisfy all eligibility criteria in Section 5 (Eligibility) and are not prohibited from using the Copperx Offerings under applicable law, sanctions programs, or our Prohibited Use Policy.

   8.3. Legal Compliance. You will, at all times, comply with all applicable laws, regulations, and rules in connection with your use of the Copperx Offerings, including but not limited to sanctions, export controls, anti-money laundering, counter-terrorist financing, anti-corruption, and consumer protection laws.

   8.4. Accuracy of Information. All information, documentation, and records you provide to Copperx, our Payment Partners, or any Issuer are and will remain true, complete, and accurate, and you will promptly update such information if it changes.

   8.5. Purpose of Use. You will only use Copperx Offerings for bona fide transactions or integrations relating to lawful goods and services and not for speculative purposes, market manipulation, or prohibited activities.

   8.6. Prohibited Activities. You will not use, and will not permit any third-party to use, the Copperx Offerings for any activity or purpose that is prohibited by the Prohibited Use Policy, and you acknowledge that certain activities may be deemed high-risk and require pre-approval.

   8.7. Operational Security. You will maintain commercially reasonable security measures to protect your systems, credentials, API keys, payment instruments, and devices from unauthorized access or use. You are solely responsible for all activity under your Account, whether or not authorized by you.

   8.8. Card Program-Specific. If you apply for or use a Copperx Card, you understand that: (a) Copperx is not the Card Issuer and does not extend credit; (b) your Card use is governed by the applicable Cardholder Agreement and Issuer terms; (c) you are responsible for all charges, fees, and repayments under that Cardholder Agreement; and (d) you will not use the Card for any prohibited purpose under these Terms, the Prohibited Use Policy or the Cardholder Agreement.

   8.9. API/Developer-Specific. If you access Copperx’s APIs or Developer Tools, you: (a) will use them only in accordance with documentation and these Terms; (b) will implement industry-standard security and encryption measures; (c) will not exceed rate limits or circumvent security controls; and (d) will be responsible for all calls made using your credentials.

   8.10. Non-Custodial Acknowledgment. You acknowledge that Copperx does not hold, store, or take custody of your funds or digital assets, and that any custodial or settlement services are provided solely by regulated third-party Payment Partners.

   8.11. Third-Party Dependencies. You acknowledge and agree that certain Copperx Offerings rely on third-party Payment Partners, networks, and service providers, and that your use of such functions may require compliance with those Payment Partners’ requirements as incorporated by reference in product-specific agreements.

   8.12. No Circumvention. You will not circumvent or attempt to circumvent Copperx’s or its Payment Partners’ security, compliance, or operational controls, or otherwise interfere with the normal functioning of the Copperx Offerings.

   8.13. Lawful Ownership of Digital Assets. If you send or receive digital assets through the Copperx Offerings, you represent and warrant that you are the lawful owner of such assets or otherwise have full authority to conduct the transaction, and that the assets are not derived from or connected to any illegal activity.

   8.14. Blockchain Transaction Finality. You understand that blockchain-based transactions are, in most cases, irreversible, and that Copperx has no ability to reverse or modify any transaction once broadcast to the network.

   8.15. Network Fees & Timing. You acknowledge that blockchain transactions may require the payment of network fees and that Copperx is not responsible for fluctuations in such fees, network congestion, or delays in confirmation beyond our control.

   8.16. No Investment Advice. You acknowledge that Copperx does not provide investment, tax, or legal advice, and that any market prices or exchange rates displayed through the Copperx Offerings are for informational purposes only and may differ from prevailing market rates.

   8.17. Tax Responsibility. You are solely responsible for determining and fulfilling any tax obligations arising from your use of the Copperx Offerings, including the purchase, sale, transfer, or holding of digital assets, and for accurately reporting such transactions to the appropriate tax authorities.

9. INTELLECTUAL PROPERTY

Ownership. Copperx and its licensors own all right, title, and interest in and to the Platform and Copperx Offerings, including without limitation all software, APIs, SDKs, webhooks, data structures, algorithms, interfaces, graphics, text, documentation, designs, trademarks, service marks, and logos (“Copperx IP”). Except for the limited licenses expressly granted in these Terms or in a product-specific agreement, Copperx does not grant you any rights, title, or interest in or to the Copperx IP, whether by implication, estoppel, or otherwise, and all such rights are expressly reserved.

License to Use. Subject to your compliance with these Terms, Copperx grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Copperx Offerings for their intended purpose, and, if applicable, to integrate with our APIs and SDKs in accordance with our documentation and any API licensing agreement(s).

Restrictions. You will not, and will not permit any third-party to: (a) copy, modify, translate, adapt, or create derivative works of the Copperx IP; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any Copperx Offering, except to the extent such restriction is prohibited by applicable law; (c) remove, obscure, or alter any copyright, trademark, or other proprietary notices; (d) use Copperx IP to develop a competing product or service; or (e) use any Copperx trademark, service mark, or logo without our prior written consent.

Third-Party Components. Certain Copperx Offerings may incorporate or provide access to third-party software, content, or services, which may be subject to separate licenses. Your use of such third-party components is subject to those licenses and terms, and Copperx disclaims any warranties for such components to the maximum extent permitted by law.

User Content. You retain ownership of all User Content you submit through the Platform. By submitting User Content, you grant Copperx a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content in connection with operating and providing the Platform and Copperx Offerings. You represent and warrant that you have all rights necessary to grant the foregoing license and that your User Content does not infringe or misappropriate any intellectual property, privacy, publicity, or other rights of any third-party.

Contributions License. If you send Copperx any ideas, feedback, suggestions, proposals, or other materials (“Contributions”), you grant Copperx a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully transferable and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Contributions for any purpose, without acknowledgment or compensation to you. You acknowledge that Copperx may already be developing similar concepts internally or have received similar submissions from others, and that Copperx is not obligated to use any Contributions.

10. THIRD-PARTY LINKS & INTEGRATIONS

The Platform may contain links to, or allow you to connect and integrate with Third-Party Services. Third-Party Services are provided solely as a convenience and are not under the control of Copperx. Copperx does not endorse, warrant, or assume any responsibility for any Third-Party Services, their content, or their terms, policies, actions, or omissions.

If you access or use a Third-Party Service, you do so at your own risk, and your relationship with that third-party is governed solely by their terms and conditions and privacy policies. Copperx is not responsible for, and disclaims all liability arising from, your use of or interaction with any Third-Party Service, even if you access it through the Platform or a Copperx Offerings.

You are responsible for reviewing and complying with all applicable terms, policies, and requirements of any Third-Party Service that you choose to use in connection with the Platform or any Copperx Offerings.

11. SPECIFIC TERMS

Copperx Card. If you apply for, are approved for, or use a Copperx Card, your use of the Card is subject to these Terms, the applicable Cardholder Agreement, the Prohibited Use Policy, and any applicable Issuer terms. Copperx facilitates access to the Copperx Card Program but is not the Card Issuer, does not extend credit, and does not hold your collateral. All credit is extended by the Issuer identified in your Cardholder Agreement, and any collateral arrangements are provided by the Payment Partner designated in your onboarding process.

You authorize Copperx to share information you provide during Card application or use with the Issuer, Payment Partners, payment networks, processors, and other program partners as necessary for onboarding, servicing, transaction processing, and compliance. Copperx may suspend or terminate Card access if you breach these Terms, the Cardholder Agreement, or the Prohibited Use Policy, or if required by the Issuer or payment networks.

Copperx Payouts. If you access or use Copperx Payouts, your use of the service is subject to these Terms, any applicable Payment Partner terms, and the Prohibited Use Policy. Copperx Payouts enables you to send, schedule, and manage stablecoin or digital asset payouts, including off-ramps to supported bank accounts where available. Copperx is not a bank or money transmitter and does not itself hold, store, or custody your funds. All settlements, transfers, and off-ramps are executed by our regulated Payment Partners. You authorize Copperx to share information and instructions with Payment Partners, banks, and other service providers as necessary to process payouts, complete settlements, and comply with applicable law. Copperx may suspend or terminate access to Copperx Payouts if required by law, by a Payment Partner, or in the event of suspected fraud or misuse.

Virtual Bank Accounts (VBA) and Offramps. If you are provided access to a Virtual Bank Account (VBA) or off-ramp service through Copperx, you acknowledge that the VBA and off-ramp are provided by our Payment Partners and subject to their terms in addition to these Terms. Copperx does not itself provide or hold bank accounts, and all deposits, withdrawals, or conversions are performed and settled by regulated third parties. Copperx may share your information with its Payment Partners, banks, and networks as necessary to establish or maintain a VBA, process an off-ramp transaction, or comply with applicable legal and compliance obligations. Copperx may suspend or discontinue your access to VBAs or off-ramps at its discretion or as required by its Payment Partners.

Developer/API Access. If you are granted access to Copperx’s Developer Tools, you may use them solely in accordance with these Terms, any applicable API licensing agreement(s), and Copperx’s documentation. You are responsible for the actions of any user who accesses Developer Tools using your credentials.

You may not: (a) share API keys or access tokens with any unauthorized person; (b) circumvent rate limits, authentication mechanisms, or security controls; (c) use Developer Tools in any way that could harm Copperx systems or other users; or (d) use Developer Tools for any purpose prohibited by the Prohibited Use Policy. Copperx may modify or discontinue Developer Tools at any time and may revoke your credentials if you breach these Terms or applicable law.

You grant Copperx a non-exclusive, worldwide, royalty-free license to use, reproduce, and store any data you transmit through the Developer Tools as necessary to provide the Copperx Offerings and fulfill our obligations under these Terms. Copperx does not claim ownership of your applications or content, but you are solely responsible for them and for ensuring they comply with all applicable laws and these Terms.

Copperx will process any personal information contained in API requests, responses, or webhook payloads strictly as described in the Copperx Privacy Policy and only as necessary to provide the Copperx Offerings. You represent and warrant that you have a valid legal basis to process such personal information and to provide it to Copperx for these purposes.

12. FEES, TAXES & BILLING

You agree to pay all transaction fees, charges, and applicable taxes associated with your use of Copperx Offerings, as disclosed to you at the time of transaction, in the dashboard, or in applicable product-specific agreements. Unless otherwise stated, all fees are denominated and payable in U.S. dollars or in supported digital assets at the time of payment. Currently, Copperx charges a percentage-based transaction fee and/or a fixed transaction fee, as displayed in your dashboard. Copperx does not presently charge platform or service subscription fees, but reserves the right to introduce such fees in the future, in which case they will be disclosed to you through the dashboard or other reasonable means.

You are responsible for all taxes, duties, and similar assessments arising out of your use of the Copperx Offerings, other than taxes on Copperx’s net income. Where required by law, Copperx may collect and remit taxes on your behalf, and you agree to provide any information we reasonably request to comply with such obligations.

Copperx may update fees or introduce new pricing plans by providing a reasonable notice, except where immediate changes are required by law or network/Payment Partner rules. Your continued use of the Copperx Offerings after a fee change becomes effective constitutes your acceptance of the new fees.

13. SUSPENSION, TERMINATION AND CONSEQUENCES

Copperx may suspend or terminate your access to any or all Copperx Offerings immediately if: (a) you breach these Terms, the Prohibited Use Policy, or any product-specific agreement; (b) you fail to satisfy ongoing eligibility, verification, or compliance requirements; (c) we reasonably believe your continued use poses a security, legal, or reputational risk; or (d) required by law, regulation, or Payment Partner’s instruction.

You may terminate your Account at any time by following the instructions in the dashboard or contacting Copperx support. Termination will not affect your obligations that have accrued prior to the effective date, including payment obligations and indemnities. Termination will be effective within a reasonable period after we process your request, subject to the settlement of any outstanding obligations.

Upon termination, you must immediately cease all use of the Copperx Offerings and return or destroy any Copperx materials in your possession. Any provisions of these Terms that by their nature should survive termination shall so survive, including without limitation ownership provisions, warranty disclaimers, limitations of liability, arbitration provisions, and indemnities.

14. LIMITATION OF LIABILITY

To the fullest extent permitted by law, in no event shall Copperx, its affiliates, officers, directors, employees, agents, partners, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, revenue, data, or goodwill, arising out of or related to your use of or inability to use the Copperx Offerings, whether based on warranty, contract, tort, statute, or any other legal theory, even if Copperx has been advised of the possibility of such damages.

Copperx’s total liability to you for all claims arising out of or related to the Copperx Offerings or these Terms shall not exceed the greater of (a) the amount you paid to Copperx in the 12 (twelve) months preceding the event giving rise to the claim; or (b) one hundred U.S. dollars (USD $100). The foregoing limitations do not apply to liability for gross negligence, willful misconduct, or fraud.

15. NO WARRANTIES

To the maximum extent permitted by applicable law, the Platform and all Copperx Offerings are provided on an “as is” and “as available” basis, without warranties of any kind, whether express, implied, statutory, or otherwise.

Without limiting the foregoing, Copperx expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, and non-infringement, and any warranties arising out of course of dealing or usage of trade.

Copperx does not warrant that the Platform or any Copperx Offerings will be uninterrupted, error-free, secure, or free from viruses or other harmful components; that defects will be corrected; or that any data, content, or information provided through the Platform is accurate, complete, or current.

You acknowledge that your use of the Platform and Copperx Offerings is at your sole risk, and that Copperx is not responsible for any delays, delivery failures, or other loss or damage resulting from: (a) the transfer of data over communications networks and facilities, including the Internet and blockchain networks; or (b) issues attributable to Third-Party Services or third-party providers.

Without limiting the foregoing, you acknowledge that blockchain transactions are inherently irreversible and that Copperx does not guarantee transaction confirmation times or that transactions will be processed without error or loss.

16. NO FIDUCIARY DUTIES

You acknowledge and agree that Copperx is not your fiduciary, trustee, or investment adviser, and no fiduciary or other special relationship exists between you and Copperx. Your decision to use the Platform or any Copperx Offerings is made independently and at your own risk, and you are solely responsible for all decisions regarding your business, digital assets, and any use of the Copperx Offerings.

17. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Copperx, its affiliates, and their respective officers, directors, employees, contractors, agents, licensors, and service providers from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) your access to or use of the Platform or any Copperx Offerings; (ii) your violation of these Terms, the Prohibited Use Policy, the Privacy Policy, or any applicable law or regulation; (iii) your violation of any third-party right, including any intellectual property right, publicity, confidentiality, or privacy right; (iv) any content, data, or information you submit, transmit, or otherwise make available through the Platform or any Copperx Offering; (v) any dispute between you and a third-party arising from your use of the Platform or any Copperx Offerings; or (vi) your negligence, fraud, or willful misconduct.

Copperx reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Copperx, and you agree to cooperate with our defense of such claims. You may not settle any claim without Copperx’s prior written consent.

18. GOVERNING LAW, ARBITRATION & CLASS WAIVER

Applicability

This Section applies to any dispute, claim, or controversy between you and Copperx arising out of or relating to the Copperx Offerings, these Terms, or your relationship with Copperx, except for disputes expressly subject to arbitration provisions in a separate product-specific agreement.

Agreement to Arbitrate

Before initiating arbitration or any other legal proceeding, you and Copperx agree to first attempt to resolve the dispute informally by sending written notice to the other party. Your notice must be sent to [email protected] and include your name, contact information, a description of the dispute, and the relief sought. Copperx will respond within thirty (30) days. If the dispute is not resolved within 60 (sixty) days after Copperx’s receipt of your notice, either party may commence arbitration.

You and Copperx agree that any dispute, claim, or controversy that cannot be resolved informally shall be resolved exclusively by binding arbitration on an individual basis, rather than in court. The arbitration shall be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (if you are an individual) or Commercial Arbitration Rules (if you are a business). The place of arbitration shall be New York, New York, United States, and the arbitration shall be conducted in English before a single arbitrator. The arbitrator’s decision shall be final and binding, and judgment may be entered in any court having jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate.

Class Action Waiver

To the maximum extent permitted by law, you and Copperx agree that any arbitration or proceeding shall be limited to the dispute between you and Copperx individually. You waive any right to have disputes heard as a class, collective, or representative action.

Exceptions to Arbitration

Nothing in this Section prevents either party from seeking injunctive or equitable relief in court for matters relating to intellectual property rights, unauthorized use of the Copperx Offerings, or breaches of confidentiality. Any such court proceedings shall be brought in the courts located in Delaware, and the parties consent to the personal jurisdiction of such courts.

Governing Law

These Terms shall be governed by the laws of the State of Delaware and applicable U.S. federal law, without regard to conflict of law provisions.

19. MISCELLANEOUS

    19.1. Entire Agreement. These Terms, together with the Privacy Policy, the Prohibited Use Policy, and any product-specific agreements incorporated by reference, constitute the entire agreement between you and Copperx regarding your use of the Copperx Offerings and supersede any prior or contemporaneous agreements, communications, and understandings, whether oral or written.

    19.2 Waiver. Copperx’s failure to enforce any provision of these Terms will not constitute a waiver of such provision or of its right to enforce it later.

    19.3. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid, illegal, or unenforceable provision will be replaced with a valid and enforceable provision that most closely reflects the original intent.

    19.4. Assignment. You may not assign, transfer, or delegate any rights or obligations under these Terms without Copperx’s prior written consent, and any attempted assignment in violation of this Section will be null and void. Copperx may assign these Terms without your consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

    19.5. Relationship of the Parties. Nothing in these Terms will be construed to create a partnership, joint venture, agency, or fiduciary relationship between you and Copperx. The relationship between you and Copperx is that of independent contracting parties.

    19.6. Force Majeure. Copperx will not be liable or responsible for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, epidemic or pandemic, acts of government, labor disputes, Internet or telecommunications failures, power outages, or failures of third-party service providers.

    19.7. Notices. Copperx may provide you with notices by email, by posting in your Copperx dashboard, or by other reasonable means. You are responsible for keeping your contact information current. Notices to Copperx must be sent to [email protected], unless a different notice address is specified in a product-specific agreement.

    19.8. Changes to Platform. We may, in our sole discretion, modify, suspend, or discontinue any part of the Platform or any Copperx Offering, or change any features or functionality, at any time without notice or liability, including availability of any feature, database, or content. Copperx may also perform maintenance or upgrades that result in temporary service interruptions. You agree that Copperx will not be liable to you or to any third-party for any modification, suspension, or discontinuance of the Platform or any Copperx Offering.

    19.9. Corrections. The Platform may contain typographical errors, inaccuracies, or omissions, including in descriptions, pricing, or availability. Copperx reserves the right to correct any errors, inaccuracies, or omissions at any time without prior notice.

    19.10. User Data. You are solely responsible for all data that you transmit or that relates to any activity you undertake using the Platform. While Copperx takes reasonable measures to protect your operational data in accordance with our Privacy Policy, you agree that Copperx shall have no liability for any loss or corruption of such data, and you hereby waive any right of action against Copperx arising from such loss or corruption.

    19.11. Electronic Communications, Transactions, and Signatures. By using the Platform or any Copperx Offering, you consent to receive electronic communications from Copperx, including agreements, notices, disclosures, and other communications. You agree that all electronic communications satisfy any legal requirement that such communications be in writing. You further agree to the use of electronic signatures, contracts, orders, and other records, and to the electronic delivery of notices, policies, and transaction records initiated or completed by Copperx or via the Platform.

    19.12. Language. These Terms may be translated into other languages for convenience. The English-language version controls in case of any conflict or inconsistency.

    19.13. Headings & Interpretation. Headings are for convenience only and will not affect the interpretation of these Terms. The words “including”, “such as”, and similar terms will be construed as meaning “including without limitation”. These Terms will not be construed against the drafter.

    19.14. Survival. The provisions titled User Representations & Warranties; Acceptable Use & Compliance; Fees, Taxes & Billing; Suspension, Termination and Consequences; Disclaimers & Limitation of Liability; No Warranties; No Fiduciary Duties; Indemnification; Intellectual Property; Governing Law, Arbitration & Class Waiver; Third-Party Links & Integrations; and Miscellaneous will survive termination of these Terms.

    19.15. Reporting Security Issues. If you believe you have discovered a vulnerability or security issue in the Platform or any Copperx Offering, you must promptly report it to [email protected]. Your cooperation helps us maintain a secure and reliable Platform.

    19.16. Contact Us. If you have any questions, complaints, or claims regarding the Platform, any Copperx Offerings or these Terms, you may contact us at: [email protected].