Terms of Service

By accessing or using Cooud Exchange (the “Platform”) — including the website at cooud.exchange, the API, mobile and desktop dashboards, and any product surface we operate — you agree to be bound by these Terms of Service (the “Terms”) and our Privacy Policy. If you do not agree, do not use the Platform.

These Terms form a binding contract between you and Cooud Exchange. Read them carefully — they describe what we will and will not do, what you can and cannot do, and how we allocate risk.

To open an account and trade on the Platform, you must:

• Be at least 18 years old (or the age of majority in your jurisdiction);
• Have full legal capacity to enter into a binding contract;
• Not be located in, ordinarily resident in, or a national of a restricted jurisdiction;
• Not be listed on any applicable sanctions list.

Restricted jurisdictions currently include — without limitation — those covered by U.S. OFAC sanctions, EU consolidated sanctions, the United Kingdom OFSI list, and any region under comprehensive embargo (including Iran, North Korea, Cuba, Syria, and the Crimea, Donetsk, Luhansk, and Sevastopol regions). We may update this list as regulations evolve.

We may, at our sole discretion, decline service to any person or entity at any time.

To use the Platform you must register for an account by providing accurate information including a valid email address and your full legal name. Email verification is required before trading; additional Know Your Customer (KYC) verification is required for certain features such as withdrawals above tier thresholds.

Account rules:

• One account per natural person — duplicate accounts may be merged or closed;
• You must keep your credentials, recovery codes, and TOTP seeds confidential;
• You are responsible for all activity that occurs under your account;
• You must promptly notify us at security@cooud.exchange if you suspect unauthorised access;
• You must not provide false, misleading, or impersonated information.

Providing false information, or failure to maintain accurate KYC records, may result in account suspension and forfeiture of access to funds pending investigation.

Cooud Exchange supports two custody models. The risk allocation differs materially between them — choose intentionally.

Custodial

Custodial assets are held in HD-derived hot wallets and offline storage controlled by Cooud. Cooud holds the private keys. We act as a custodian and bailee with respect to your custodial assets, and we are responsible for their secure storage, subject to the limitations in these Terms. You instruct us to send, receive, trade, and convert your custodial assets.

Self-custody

Self-custody assets are held in ERC-4337 smart accounts signed by passkeys that you control through your device. Cooud does not have access to your self-custody keys and cannot move your self-custody assets without your signature. You are solely responsible for the security of your passkey, your device, and your recovery factors.

Loss of access to a self-custody account may result in permanent loss of funds. Cooud cannot reverse, replay, or recover self-custody transactions.

The Platform operates an internal order book. When you place an order, it is matched against other Cooud users' orders. Cooud does not act as counterparty to your trades except in narrowly defined market-making scenarios disclosed in the product surface.

We make no guarantee that any order will be filled, filled at a particular price, or filled within a particular time. Network reorganisations, on-chain congestion, oracle delays, and other factors outside our control may cause price slippage, cancellation, or settlement delay.

All trades are subject to the fee schedule in effect at the time of the trade. See the current fee schedule.

Deposits are credited to your account after the chain-specific confirmation threshold is reached. Until that threshold is met, funds are visible but not spendable. Confirmation requirements vary by chain and may be tightened in response to network conditions.

Every withdrawal walks through the following gates:

• KYC tier check — your account must meet the minimum tier for the requested amount;
• 2FA challenge — TOTP required for every withdrawal;
• Address screening — every destination address is screened against sanctions and known illicit-finance lists;
• Daily and velocity limits — per-asset and per-account caps over a 24-hour rolling window;
• Manual review — withdrawals over certain thresholds are queued for operator review.

Once submitted to the chain, blockchain transactions are irreversible. Cooud cannot recover funds sent to an incorrect address, to a non-receiving contract, or on the wrong network.

Cryptocurrency carries material risk. By using the Platform you acknowledge that:

• Crypto-asset prices are volatile and you may lose some or all of your investment;
• Regulatory frameworks for crypto-assets are evolving and may change rapidly;
• Smart contracts, including those used by self-custody features, may contain bugs or be exploited;
• Cooud Exchange is not a bank and is not FDIC, SIPC, FSCS, or otherwise government-insured;
• In extreme scenarios — including chain compromise, key compromise, or insolvency — you could lose 100% of your custodial balance.

You should only trade with funds you are prepared to lose, and you should consider seeking independent financial advice before significant activity.

You agree not to use the Platform for:

• Money laundering, terrorist financing, or sanctions evasion;
• Market manipulation — wash trading, spoofing, layering, quote stuffing, ramping;
• Automated abuse — scraping, denial-of-service, exploitation of fee rebates, or API endpoints in ways not contemplated by the documentation;
• Operating multiple accounts to circumvent limits, KYC tiers, or promotional eligibility;
• Any activity that is illegal in your jurisdiction or that would cause Cooud to violate any law.

Violation of this section is grounds for immediate suspension, freeze of affected balances pending investigation, and reporting to relevant authorities.

Fees are charged on trades, withdrawals, and certain conversions, as set out in the current fee schedule. Fees may vary by asset, chain, KYC tier, and volume. Network fees (gas) are passed through to you at cost.

We may change the fee schedule from time to time. Material increases will be notified at least 30 days in advance via email and posted on the Platform. Continued use of the Platform after the effective date constitutes acceptance of the new fees.

We may suspend, restrict, or close your account if:

• We reasonably suspect fraud, theft, or unauthorised access;
• You are, or become, subject to sanctions;
• A court or regulator orders us to;
• You breach these Terms or any applicable law;
• We are required to do so to comply with our regulatory obligations.

You may close your account at any time. Before closure, you must withdraw any remaining balances or convert them to a withdrawable form. We retain records as required by law (see the Privacy Policy).

To the maximum extent permitted by applicable law, Cooud Exchange, its affiliates, officers, employees, and agents are not liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, loss of goodwill, or business interruption, arising out of or in connection with your use of the Platform.

Our total aggregate liability for any claim arising out of these Terms is capped at the greater of (a) the total fees you paid to Cooud Exchange in the 12 months immediately preceding the event giving rise to the claim, or (b) USD 100.

Nothing in these Terms excludes liability that cannot lawfully be excluded — including liability for fraud, wilful misconduct, or death or personal injury caused by negligence.

The Platform is provided “as is” and “as available”. We make no warranty, express or implied, that the Platform will be uninterrupted, error-free, secure against every attack, or that any information presented is accurate or current.

Market data — including prices, depth, and historical series — is informational only and may be delayed, mis-ordered, or sourced from third-party feeds whose accuracy we cannot guarantee.

These Terms are governed by the laws of [Jurisdiction], without regard to its conflict-of-laws principles. The specific jurisdiction will be disclosed at general availability.

Any dispute arising out of or in connection with these Terms shall be resolved by binding arbitration administered by a neutral arbitral institution to be specified, except that either party may seek injunctive or equitable relief from a court of competent jurisdiction to protect its intellectual property, prevent unauthorised access, or enforce its rights pending arbitration.

You agree to resolve disputes individually. Class actions, class arbitrations, and representative actions are not permitted.

We may update these Terms from time to time. The “Last updated” date at the top of this page reflects the most recent version. Material changes will be notified at least 30 days in advance via email to the address on file and via an in-product banner.

Continued use of the Platform after the effective date of an updated version constitutes acceptance of the updated Terms. If you do not agree, close your account before the effective date.

Questions about these Terms can be sent to: