This end user license agreement (these “Terms”) are an important legal agreement between you and Tweed Payments Inc., a Delaware company having an address at 300 Delaware Ave. Suite 210 #392 Wilmington, DE 19801 (“Company”, “us”, “we”, or “our”) and the person or entity accepting these Terms (“you” or “your”).  Capitalised terms used in these Terms are as defined in the definitions section below or elsewhere in these Terms.

By signing up to create an Account or a Company Wallet (each as defined below), by visiting https://demo.paytweed.com or https://events.paytweed.com or by using any browser extension or mobile application that we may make available to you (each, our “Site” or “App”), you agree that you have read, understood and accept these Terms and our Privacy Policy (https://paytweed.com/privacy-policy). These Terms govern your use of the Site, the Company Wallet, and any other services provided under these Terms (collectively, the “Services”), so please read them carefully.

These Terms apply to you if you procure an App or Services from Tweed.  You also agree to the other applicable terms of use set out on the Tweed Site at https://www.paytweed.com. 

THESE TERMS CONTAIN AN ARBITRATION PROVISION. YOU AGREE THAT ANY DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS WILL BE SETTLED EXCLUSIVELY BY BINDING ARBITRATION AS MORE FULLY DESCRIBED HEREIN. YOU ALSO AGREE THAT BY ENTERING INTO THESE TERMS YOU ARE WAIVING YOUR RIGHTS TO A TRIAL BY JURY AND TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT RELATED TO THE SITE, THE SERVICES OR THE COMPANY WALLET.

1. Definitions

   
   

The following terms have the following meanings. Any other capitalized term will have the meaning ascribed to it in these Terms:

“Account” means a unique account that you create on our system that allows you to use the Services.

“Approved Network” means the Ethereum blockchain and any other blockchain that Company indicates on the Site as compatible with the Company Wallet, such as they may be from time to time.

“Blocked Address” means an Approved Network or other blockchain wallet address that is prohibited by Company from interacting with the Company Wallet, such as they may be from time to time.

“Company Privacy Policy” means our privacy policy posted here https://paytweed.com/privacy-policy.

“Third Party Servicer” means a third party entity with which both Company and the User have each a relationship and said third party may either refer Users to Company, offer a service that operates in a manner that is integrated with the Company Wallet or other Services.

“Company Wallet” means the Service of supplying you with an application, browser extension or code executed exclusively on your own Device which enables you to: (i) create your own unhosted Digital Asset wallet addresses; (ii) access the associated private keys; (iii) receive Supported Digital Assets; and (iv) sign transactions on Approved Networks such as, for example, the sending of Supported Digital Assets from your Company Wallet to an external wallet.

“Device” means your phone, tablet, computer or other internet enabled electronic device on which you operate the Company Wallet.

“Digital Asset” means Virtual Currency or a Token each on an Approved Network.

“Token” means a token published on the blockchain of a Virtual Currency, such as, for example, a non-fungible token also known as an NFT.

“Virtual Currency” means a virtual currency based on a distributed blockchain ledger of an Approved Network over which no single issuer, holder or group of either has control.

“Wallet Address” means one or more public addresses or keys on an Approved Blockchain that you create using the Company Wallet and that are not Blocked Addresses.

2. The Company Wallet: an Unhosted Non-Custodial Digital Asset Wallet

A Company Wallet that you create and control through the Services is an unhosted, non-custodial Approved Network wallet. Depending on your preferences, your Company Wallet will be associated with one or more Approved Networks and Wallet Addresses. The list of Approved Networks will appear on the Site or in your Account. Company may change the list of Approved Networks from time to time at its sole discretion. Company making a network an Approved Network does not constitute an opinion as to the legal status, security or other status of the network. Each Wallet Address you create will be unique to your Account and will not be used by Company other than through its public address or key and also only as permitted by these Terms. We reserve the right to limit the number of Wallet Addresses that you can associate with your Company Wallet. Subject to these Terms and the ongoing operation of the Approved Network, each Wallet Address will be capable of receiving deposits of Digital Assets in the form of either Tokens or Virtual Currency.

When these Terms or reporting in your Account state that Digital Assets are ‘in your Company Wallet’, or similar wording, this means that transactions have occurred on an Approved Network, resulting in Digital Assets being accessible from your Wallet Address. It does not mean that Company owns, controls or has possession of any of those Digital Assets.

It is prohibited to use the Services from, within or in respect of any jurisdiction that is sanctioned by the U.S. Department of the Treasury Office of Foreign Asset Control or other U.S. sanctions including but not limited to Afghanistan, Balkans, Belarus, Burundi, Central African Republic, Crimea Ukraine, Cuba, Democratic Republic of Congo, Guinea-Bissau, Iran, Iraq, Lebanon, Libya, Mali, Myanmar, Nicaragua, North Korea, Somalia, Sudan and Darfur, South Sudan, Syria, Syrian Arab Republic, Ukraine, Venezuela, Yemen and Zimbabwe.

3. Account and Personal Information

The Services include an Account that will be used to identify certain preferences of yours and serve as a record of certain elements of your activity within the Services. When you sign up for an Account, we will use the information you provide to determine whether you are eligible for an Account. You understand that we may decline to grant you an Account (or, alternatively, suspend any existing Account without liability to you) for any reason. Once we decide that you are eligible for an Account, we will create your Account when you have completed all of the following steps: (i) provide your email address to us; (ii) confirm your email address in a manner that we require; (iii) accept these Terms and the Company Privacy Policy; and (iv) provide such other information as we may request on the sign-up page of the Site or any applicable Services. You agree not to provide false information to us. Once we create your Account, it will be accessible to you through the Site. Please be aware that your Account is different from your Company Wallet. The Account does not store, host or control Digital Assets. You will be given (or be able to create) unique ID and password credentials that you will use to access your Account (your “Account Login”). You agree to keep your Account Login confidential, and not share them with anyone else. You agree not to let anyone else use your Account or your Company Wallet. You agree that you are ultimately responsible for any activities that take place via your Account or your Company Wallet, even if you were not aware of them.

When you make selections or adjust preferences made available to you in the Account, such selections shall form part of these Terms. We will collect, store, process and disclose information in your Account, all pursuant to our Privacy Policy.

4. Wallet Credentials

The Company Wallet will provide you with unique credentials that are essential for the full functionality of the Company Wallet. These unique credentials have two parts: a Public Key, and a Password (each as defined below).

a. Public Key

The “Public Key” is an identification key for your Company Wallet that is established on the Approved Network and is securely stored on your Device or in the Account and is used to inform third parties where to send Digital Assets that you wish to receive. Your Public Key remains on your Device as long as you have the ability to access your Device and it is not deleted or corrupted by you or others.

b. Password

The “Password” you create is a tool to assist you in recovering the right to use and access your Company Wallet in certain situations. Company recommends that you choose a strong, secure Password that may not be easily figured out by someone else.

Together, your Public Key and your Password comprise your “Wallet Credentials”. Company never sees or controls your Wallet Credentials, and the Company Wallet will not work without them. Wallet Credentials are different from your Account Login and your Private Keys. Your Wallet Credentials are needed in order to: (i) cause your Company Wallet to use its Private Keys (as defined below); or (ii) recover your Company Wallet, for example, if you wish to access your Company Wallet on a new Device. 

You are solely responsible for managing and maintaining the security of your Password. You agree that you will not permit any other party to access your Password, and you agree that Company will not be held responsible for any unauthorized access to your Password, or any harm you may suffer as a result of unauthorized access to your Password or your Account.

c. Private Key

The “Private Key” is a confidential code that is necessary to initiate outbound transactions from the Company Wallet (or any other Approved Network wallet).  Company never receives copies of your Private Keys as it is generated only and exclusively on your Device without any direct involvement of Company.  You must never share your Private Keys with third parties as that would allow them to remove some or all your Digital Assets from your Company Wallet.

5. Company Wallet Recovery

Like any Digital Asset wallet, the Company Wallet is capable of allowing you to store substantial value.  As such, all of your relevant credentials, including your Account Login, Password and Private Keys must all be kept (i) secret; and (ii) in a safe place where you do not expect them to be accessed by any third party.  The strength of an unhosted wallet like the Company Wallet is that it gives you control over your Digital Assets but it also creates opportunity for bad actors to try and steal them.  Regardless of any tools we provide, you assume exclusive responsibility for your Digital Assets in your Company Wallet as it resides on your Device and is not hosted by us and we do not control your Private Keys.  Despite your best efforts to never lose your various Company Wallet credentials, we know that you might lose them.  For that reason, we have embedded in the Services a couple recovery tools.  None of these recovery tools permit Company to access or control your Private Keys.  

1. Recovery Assistance

Company customer support will supply instructions and guidance on how best to access recovery tools should the need arise if such tools are available. 

2. Lost Device

If you have lost, destroyed or lost access to the Device on which the Company Wallet has been installed, with your Account Login and Password, it may be possible for you to recover your Company Wallet. The procedure for this method of recovery is set out on the Site.

3. Lost Device and Password

If you have lost, destroyed or lost access to the Device on which the Company Wallet has been installed, then you may be able to recover your Company Wallet following a procedure set out on the Site, but such recovery method is not guaranteed to work.

A second method of recovery where your Device and Password are both lost is for you to use your Private Keys and a third party wallet on the relevant Approved Network.

6. Security - Your Devices, Account Login and Wallet Credentials

Company is not liable to you or to any third party for any interruptions to the Services, or for damage caused by computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other devices used to access the Services. Company is also not liable to you or to any third party for any phishing, spoofing or other attacks that may occur. SMS, email services, and other forms of two-factor authentication are vulnerable to phishing and spoofing attacks; Company recommends that you always use care in viewing and acting on messages purported to be sent by Company.

You are responsible for securing the Devices you use to access the Services which includes doing things like maintaining adequate control of your Devices and your security details, such as usernames, passwords and Wallet Credentials. You are solely responsible for taking adequate steps to prevent the theft, loss or misuse of your Devices, and for ensuring that your devices are password protected. You understand that any loss or compromise of your device or of your device username and password, Account Login, Password, Wallet Credentials, Private Keys or other security details may result in unauthorized access to your Account or Company Wallet and the loss of the Digital Assets held in your Company Wallet, that you will be solely responsible for such losses, and that Company will not be liable to you or to any third party for such losses.

Company does not store your Wallet Credentials or Private Keys associated with your Company Wallet. You are solely responsible for remembering, storing and keeping your Wallet Credentials and Private Keys safe. Except as otherwise expressly set forth in these Terms, we cannot assist you with Company Wallet recovery or replacement.

If you suspect that an unauthorized party has accessed your Account or your Company Wallet, you should notify Company at support@paytweed.com as soon as possible. Failure to provide us with a prompt notification of any unauthorized access may be taken into account in Company’s determination of the proper resolution of the matter. You agree to take any steps we reasonably require to help reduce, mitigate the impact of, manage, or report any unauthorized access to your Account or Company Wallet.

7. Security - Company Wallet

Your Company Wallet is your responsibility. You control your Account Login and Wallet Credentials and Private Keys. Company makes no representation as to the ability of Company or the Company Wallet to prevent fraud or illegal transactions. 

Company is unable to unilaterally initiate transactions on any Wallet Address in the Company Wallet. Company does not back-up your Company Wallet, or your Wallet Credentials.  Company is not a hosted Virtual Currency wallet. Transactions can only be completed on your Wallet Addresses through your express Sender Transaction Initiation (described below), which requires use of your private Wallet Credentials (which Company neither holds, nor has access to).

If Company believes that your Account or your Company Wallet have been compromised, we may attempt to contact you to re-authenticate your Account. Company not doing that, however, is not a breach of these Terms.

8. Device Access; Electronic Communications

The Services require that you have access to a Device, such as a computer or mobile device, that supports your use of the Services.

You agree that all communications from Company (including, without limitation, legal notices) may be provided to you via email at the address you provided when creating your Account. You are responsible for ensuring that the email address provided is accurate, and that the email address associated with your Account remains correct. Company will not be responsible for any harm you may suffer as a result of your failure to receive any notice or communication that Company sends to the email address associated with your Account.

9. Company Wallet Transactions

1. Approved Networks and Supported Digital Assets

Each Wallet Address can be used to receive, send, and store Digital Assets on Approved Networks (collectively, “Supported Digital Assets”). The Company Wallet cannot receive, store, or send Digital Assets that are not from an Approved Network.  Please make sure the Company Wallet supports the Digital Assets that you send to it. If you send or have someone else send Digital Assets that are not Supported Digital Assets to your Company Wallet: (i) you may lose those Digital Assets forever; (ii) Company will not be able to help you or otherwise rectify the transaction; and (iii) Company will not be liable or responsible to you if that happens.  If Company stops supporting a given Digital Asset, we will give you notice by email of that change, and you will have thirty (30) days from the date of the notice to move those Digital Assets from your Company Wallet, after which you will not be able to initiate any ‘send’ transactions on the Wallet Address for those Digital Assets.

2. Transactions are Irreversible

Company does not control Approved Network transactions that take place using the Company Wallet. Once they have been completed (as discussed below), transactions that do occur cannot be modified, and are irreversible. You must verify all transaction information to ensure it is complete and correct prior to submitting the transaction. Company cannot guarantee the identity of any counterparty of any transaction.

3. Transactions – ‘Receive’

To receive Supported Digital Assets in your Company Wallet, you must share your public Wallet Address / Public Key with the sender. After the sender posts their transaction to an Approved Network, you will see the corresponding credit of Supported Digital Assets to your Wallet Address. Remember, sending Digital Assets that are not Supported Digital Assets to your Company Wallet will likely result in you losing them forever and we will not be liable to you if that happens. Make sure your sender has your correct Wallet Address; if they don’t, they and you could lose the items transferred forever and we will not be liable to you if that happens. Your Account will track your Wallet Address Digital Asset balances.  You must not use Company Wallet to receive Digital Assets for Prohibited Activities (as defined below).

4. Transactions – ‘Send’

Company is not capable of initiating a send transaction from your Wallet Address. 

i. Send Address

In order to initiate a send transaction from your Wallet Address, you must provide a send-to Approved Network address that is not a Blocked Address (as discussed below) (each, a “Send Address”). Company may, at its discretion, flag addresses that are not compatible with the Company Wallet or not part of an Approved Network, and may reject them as potential Send Addresses. Company cannot guarantee the security or status of any Send Address. The Send Address for each transaction will be recorded in your Account. Processing of a transaction related to a given Send Address does not constitute an opinion by Company as to whether or not that address is blacklisted or dark-web associated. Company will not be liable to you for any transactions that that you engage in that involve an unsafe Send Address, or a Send Address that you use mistakenly.

ii Blocked Addresses

You are not allowed to use the Company Wallet to send or receive Digital Assets from any addresses that are blacklisted, dark-web-associated, or high-risk address, as determined by Company in its sole discretion.  You are not allowed to use Company Wallet to send Digital Assets for Prohibited Activities.  Company may, at its discretion, prevent the Company Wallet from completing transactions related to Blocked Addresses which will include, without limitation, those identified as sanctioned by the U.S. Department of the Treasury Office of Foreign Asset Control.

iii. Sender Transaction Initiation

To initiate a send transaction from your Wallet Address, you must: (i) identify the type and quantity of Supported Digital Assets that you wish to send; (ii) specify a valid Send Address; (iii) approve the amount of network fees, as applicable (described below) to be spent on the transaction, which, when added to the Supported Digital Assets being sent, must not exceed the total amount of Supported Digital Assets in your Wallet Address at the time of the transaction; and (iv) present your Wallet Credentials. These four items are known as “Sender Transaction Initiation”.  Once you have completed the foregoing, Company reserves the right to broadcast your signed transaction to the appropriate Approved Network.

iv. Network Fees

Approved Networks charge network fees, sometimes called “gas fees”. These fees are often required to cover the transaction costs on Virtual Currency networks, and may apply to transactions into and out of your Company Wallet. Certain transactions require you to pay the network fees. For the transactions where you are required to pay the network fees, you are solely responsible for paying all network fees. In these instances, Company will not be responsible should any network fee you pay be insufficient or excessive. You agree to ensure that the Wallet Address from which you wish to send holds enough Supported Digital Assets to cover the transaction and its associated network fees, as indicated in your Sender Transaction Initiation. If you do not, you acknowledge that your transaction may be blocked, might fail, or result in some or all of your Supported Digital Assets being suspended temporarily or forever.

5. Transactions - Pending

Once a transaction has been submitted to the Approved Network, it will be considered “pending” until the transaction can be confirmed on the Approved Network. You acknowledge that Company does not control the length of time it takes for a pending transaction to be confirmed, or whether a pending transaction is ultimately confirmed; similarly, you acknowledge that your transactions may not become completed transactions, or may be delayed by the Approved Network and that Company will not be liable to you if that happens. Such pending transactions will not be included in your Wallet Address balance, nor will any values associated with pending transactions be available to you or to the intended recipient to conduct other transactions.

Company does not control any Approved Network, and cannot ensure when or if any pending transaction will be confirmed. You understand and agree that transactions may not be completed, or may be delayed by the Approved Network, and that Company will not be liable to you if that happens.

6. Transaction - Failure Modes

If you or the sender for a given transaction has not provided sufficient network fees (where Company is not responsible for the network fees), or if the Approved Network has insufficient mining capacity at the time of a transaction, the transaction may fail, take a very long time to occur, or never occur. Company does not guarantee the success of any ‘receive’ or ‘send’ transaction in your Company Wallet, because we do not control any Approved Network. Company is also not capable of initiating any transaction in your Company Wallet; you have to sign each outgoing transaction on each Wallet Address with your Wallet Credential (which we do not have access to). There may also be changes in the Approved Network on which your Wallet Address relies, such as a fork or network failure, which may impede the operation of your Company Wallet or your ability to transact with your Supported Digital Assets. 

7. Transactions - Limits

We may implement transaction limits for our Services from time to time, at our sole discretion. While we may post these transaction limits on the Site or in your Account, we are under no obligation to do so. We reserve the right to require you to provide us with certain “know-your-customer” information upon request, including but not limited to government-issued identification, proof of residence, telephone number, or wallet control verification as a condition precedent to allowing you to complete any transaction on a Wallet Address or in your Account.  We cannot, however, prevent you from accessing your Digital Assets by you using your Private Keys.

8. Transactions - Blocked

As a general statement, Company does not control transactions. However, to the limited extent that Company has the ability, as the normal part of operation of the Services, to refuse or cancel a pending transaction, Company reserves the right to refuse or cancel any such pending transaction at any time, at its sole discretion.  Transactions to Blocked Addresses will not be possible using the Company Wallet.

9. Third Party Servicers

Each Third Party Servicer with whom you interact will do so on direct terms between you and them, to which Company is not a party.  For example, if Company is integrated with a Third Party Servicer that sells Digital Assets, any purchase you make of Digital Assets from them will be on direct terms of use and a direct privacy policy between you and that Third Party Servicer.  You hereby instruct us to share with each Third Party Servicer your Company Wallet Address and such other information as may be necessary for them to supply their services to you and you instruct us to obtain from each Company Service Provider such information as Company may require to supply its Services under these Terms.  Company is not liable for the acts or omissions of Third Party Servicers.  If you have a claim against a Third Party Servicer for wrongdoing by them, Company has no liability under that claim.  You agree to perform a review of each transaction with a Third Party Servicer to ensure that you agree with their terms and that they have such licenses and registrations as may be required to serve you under Applicable Law.

10. Regulatory Disclosure

The Services are one way for you to manage and interact with some of your Digital Assets. Your Company Wallet is not hosted by Company; rather, it is hosted on an Approved Network blockchain.

Company is not a bank, money transmitter, virtual currency business, custodial or hosted Virtual Currency or other Digital Asset wallet, or other form of money services business. Company does not own, possess or control any Digital Assets deposited in a Company Wallet. Company is not able to initiate any ‘send’ transaction on your Company Wallet.  You will hold the only copy of the Wallet Credentials or Private Keys, as the case may be (as described above) that are necessary to initiate any ‘send’ transaction from your Company Wallet. Company is not the custodian of any Virtual Currency or Token transferred to a Company Wallet. Company does not obtain or hold any legal or beneficial right, title or interest in or to any Digital Assets that you store in your Company Wallet. 

A bankruptcy or insolvency of Company will not impact on your rights in your Digital Assets or your ability to access them.

11. Risk – Digital Assets

You acknowledge and agree that there are inherent risks associated with Digital Assets, and that such risks extend to your use of the Services. These risks include but are not limited to the failure of hardware, software or internet connections, the risk of malicious software introduction and the risk of unauthorized access to your Account Login, Wallet Credentials, Private Keys and your Company Wallet. It is your responsibility to familiarize yourself with the risks involved with Digital Assets, their protocols and networks. Use of the Company Wallet does not remove these risks. You understand and agree that Company is not responsible for any communication failures, disruptions, errors, distortions or delays when using the Services, however they may be caused.

You acknowledge and agree that the value of Digital Assets can change rapidly and without warning, increase or decrease unexpectedly, and may even fall to zero. Company Wallet transactions can take time to be confirmed, and may in some cases not be completed. If you attempt to send or receive Digital Assets that are not supported by the Company Wallet, the Digital Assets may be lost entirely and not be recoverable. In no event will Company be liable to you or to any third party for any of the foregoing.

If the Services post a dollar value in association with a given Digital Asset in your Company Wallet, such posting shall not constitute a representation as to the actual or projected value of such assets. Instead, such posting constitutes Third Party Content (as defined below) published to the Site or Account for your general information only, and you should not rely on it for any financial decision.  You agree that it is your responsibility to independently ascertain the value of your Digital Assets, if any, without relying on the Services.

You understand and accept that there are also inherent risks associated with using any Virtual Currency network, including Approved Networks. These risks include but are not limited to unanticipated changes to the network protocol, or unknown vulnerabilities which may include or result in underlying technology attacks. Other possible changes may include forks or rollbacks of Virtual Currency, networks, or blockchains. Company has no control over any Approved Networks, and will not be responsible for any loss you suffer when you transact via any Approved Network.

You may decide to use your Company Wallet to stake your Digital Assets in a third party decentralized finance protocol (“Staking”).  Company will not prevent you from Staking.  The compatibility of the Company Wallet with one or another Staking protocol does not serve as an endorsement of such protocol and does not serve as a legal opinion as to the legality or legal nature of the Staking protocol.  Many Staking protocols are illegal securities or operating as illegal unregistered money services businesses.  You assume 100% of the risk associated with your Staking activities which could result in to total loss of all your Digital Assets.

12. Fees

The fees, if any, associated with the Services are disclosed to you on the Site and in the Account and we reserve to change the amount of fees payable without prior notice to you or consent from you by updating the fee disclosure on our Site and in your Account.

Company may make third party products or services available via the Site or otherwise through the Services. Such third parties may charge fees for their services. Company is not responsible for the fees charged by any such third parties.

13. Relationship of the Parties

Nothing in these Terms is intended to nor shall create any partnership, joint venture, consultancy or trusteeship relationship between the parties. You and Company are independent contractors for the purposes of these Terms. Each party shall be responsible for their respective expenses associated with performing under these Terms.

14. Changes to Services

The Services may evolve over time. This means that Company may change, replace, or temporarily or permanently discontinue the Services or any part of them at any time for any reason, with or without notice to you or consent from you. In any of these scenarios, you may be prevented from accessing or using the Services. If Company, in its sole discretion, decides to permanently discontinue the Services, we will attempt to provide you with reasonable notice and the ability to withdraw Digital Assets from your Company Wallet.

15. Intellectual Property Rights and License

Company and its licensors retain all right, title and interest including, without limitation, all copyright, trademark, patent, trade secrets and all other intellectual property rights anywhere in the world in and to the Services, all components and aspects of the Services, and the content on our Services. F or the purposes of the foregoing sentence, the Services shall be deemed to include the “Company Materials”, which means all information provided to you in the course of your use of the Services (excluding Wallet Credentials, Public Keys and Private Keys), content posted to the Site or within the Services (excluding Wallet Credentials, Public Keys and Private Keys), trademarks, service marks, designs, logos, slogans, URLs and trade names displayed on the Services.

Company grants you a personal, revocable, non-transferable, non-exclusive, limited, non-assignable and non-sublicensable right to access the Site / App-based Company Materials and to use the Services for lawful purposes pursuant to these Terms. You may not and shall not permit anyone else to copy, modify, create a derivative work of, reverse engineer, decompile or otherwise extract the source code of the Services, or any part thereof. You may not resell, or comingle the Services or Company Materials with any third party service, other than as expressly permitted in these Terms. You may not engage in the distribution, public performance or public display of the Company Materials or Services, or at portion thereof, except in the course of ordinary Company Wallet transactions. You may not use the Services or Company Materials other than for their intended purpose. No title to or ownership of any proprietary rights related to the Services or Company Materials are transferred to you pursuant to these Terms. Your right to use the Services and Company Materials ceases on any termination of these Terms.

If you provide questions, comments, suggestions, ideas, original or creative material and/or feedback to Company about any part of the Services (“Feedback”), Company will own the exclusive rights, including all intellectual property rights, to such Feedback. Company will be entitled to the unrestricted use and dissemination of the Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Company reserves all rights not expressly granted herein.

16. Your Content

As a user of the Services, you may be allowed to create, post, store or share content which may include messages, texts, photos, videos, software, usernames, profiles and other materials (collectively, “Your Content”). You are solely responsible for any of Your Content that you provide or make available through the Service. Except for the license granted below, you retain all rights in and to Your Content, as between you and Company. Company will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of, or failure to store or encrypt any Your Content. If we terminate or suspend your Account or your access to the Services, you may no longer have access to the Your Content, and we will not be liable to you if that happens.

You hereby grant Company and its licensors, contractors and affiliates the right to use, modify, adapt, reproduce, distribute, transmit, translate, display and disclose Your Content as reasonably necessary to provide and improve the Services, and as otherwise permitted by these Terms.  You represent and warrant that you have the right to provide any Your Content that you provide to us, and that Your Content does not infringe or misappropriate the intellectual property rights of any third party. You represent and warrant that you have the right to grant us this license and that Company’s storage, use, display, reproduction, distribution, modification, adaption or transmission of Your Content does not and will not violate these Terms, any intellectual property right, or any law or regulation, and does not and will not cause injury to any person or entity. You will be solely responsible for the nature, quality and accuracy of Your Content, and you will ensure Your Content complies with these Terms and any Applicable Law. You will maintain appropriate security, protection and backup copies of Your Content. While we have no obligation to screen, edit or monitor Your Content, we reserve the right to delete or remove any of Your Content at any time, for any reason, without notice or liability.

17. Third Party Content and Services

In using the Services, you may view content or services provided by third parties, including links to web pages and services of such parties (“Third Party Content”). We do not control, endorse, or monitor any Third Party Content and have no responsibility for such Third Party Content or the providers of third party services, whether or not they are integrated with the Services. Your dealings with third parties are solely between you and the third parties. Where indicated by Company as available in your Account, the Services may also be able to integrate with certain third party services. Whenever you accept such integration with respect to your Account, you consent for Company to retrieve information from such third parties and add it to your Account, as well as to disclose information from your Account and provide it to such third parties. Company does not warrant as to the ability, capacity, or legality of any Third Party Content or any third party service in any way. Company shall have no liability for any Third Party Content, and Company will not be liable to you or to any third party for any loss or damage of any kind resulting from or incurred as a result of dealings you have with a third party, whether via the Services or otherwise. You understand that you use Third Party Content at your own risk, and under the terms and conditions between you and the provider of the Third Party Content, which are different and separate from these Terms.

18. Term and Termination

These Terms come into effect on the earlier of your first visit to the Site, download the App, the creation of an Account, or your first use of the Services.

You may close your Account at any time. Prior to closing your Account, you may be required to take certain actions to complete pending transactions, empty your Company Wallet, or provide further information that Company may request.

You understand that closing your Account may not result in the deletion of information we hold about you. Closing your Account will not undo transactions which have already posted to an Approved Network. When you close your Account, you will no longer be able to use any Wallet Address, your Account, or any of the Services.

You acknowledge and agree that Company reserves the right, in its sole discretion, to immediately suspend, freeze, or terminate your Account, your Company Wallet, or your use of any part of the Services, at any time and for any reason, without liability to you.

19. Lost or Unclaimed Property is Lost Forever / Company Has No Ability to Escheat

If you lose your Wallet Credentials and cannot recover them, the assets in your Company Wallet will be locked there forever, and we will not be liable to you if that happens.

20. Prohibited Users

The Services are not available to everyone. We have mechanisms in place that allow us to block your access to the Services, and you understand and agree that we may do so at our sole discretion. You agree to comply with these Terms, even if Company’s methods to prevent your use of the Services are not effective or can be bypassed. You agree not to bypass or attempt to bypass any restrictions we emplace on your use of the Services.

You acknowledge and agree that you are responsible to comply with all applicable laws or regulations in your jurisdiction (“Applicable Laws”) that may relate to your use of the Services. If you are prohibited or restricted by Applicable Laws from accessing or using the Services or any part of them, you may not access or use the Services. We do not offer the Services to children under the age of 16. You need to be at least 16 years of age, or the legal age required to use the Services in your jurisdiction in order to access or use the Services. If you are a parent or guardian agreeing to these Terms on behalf of a child, then you agree to and accept full responsibility for that child’s access and use of the Services, including all financial charges and legal liability that the child may incur.

21.  Prohibited Activities

You acknowledge and agree that you may not use the Services: (i) to facilitate any activity that is illegal in any jurisdiction where you are a national, domiciled or located; (ii) in a manner that may expose Company or any third party to security, financial or reputational risk, as determined by Company from time to time; (iii) for purposes other than that for which they were intended; (iv) as a wallet used to support a virtual currency exchange, virtual currency purchase or sale business or other virtual currency business or money services business; (v) in breach or contravention of any of our Risk Policies, as we may update them from time to time; or (v) in support of any of the prohibited activities that are listed below (the “Prohibited Activities”). You represent that you have the right to transact in each Digital Asset transaction carried out in your Company Wallet, and that you are not carrying out any such transaction in violation of your legal obligations to any third party or Applicable Law.

22. Taxes

You are solely responsible for determining what taxes apply, if any, to your use of the Services. It is also your sole responsibility to report and remit the correct taxes to the correct authorities. For the sake of clarity, Company is solely responsible for taxes assessed against Company for its income, property and employees.

23. Data Consent

Subject to these Terms and the Company Privacy Policy, you consent for us to collect, store, process and disclose your non-public personal information for the purposes of supplying the Services including but not limited to your name, location, email address, Company Wallet information, identifying information, information about you and your transactions drawn from third parties.  In the event Company is in receipt of a subpoena for records related to you, Company reserves the right to disclose such records as per the terms thereof provided that, where permitted on the terms thereof, it can allow you the right to contest the subpoena at your own expense.

24. Data Protection

To the extent that the Services require the Processing of your Personal Information, you agree to the following:

1. DEFINITIONS

Capitalized terms used but not defined in this Addendum shall have the meaning set forth in the Terms.  The following terms shall have the meanings set out below:

“your Personal Information” is the Personal Information processed by Company under or in connection with these Terms;

“Data Protection Laws” are the laws and regulations applicable to the Processing of Personal Information including but not limited to the California Consumer Privacy Act (“CCPA”) and the California Privacy Rights Act (“CPRA”);

“Personal Information” is information that identifies, relates to, describes, is reasonably capable of being associated with or could reasonably be linked, directly or indirectly, with a particular identifiable person or household;

“Personal Information Breach” is a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to, your Personal Information;

“Process” means the collection, handling, use, storage, disclosure, transmission or any other operation performed on Personal Information;

“Services” means the services, work, tasks or other activities, including Processing that Company will perform for your as described in the Terms; and

“Subprocessor” is any third party who is engaged by Company to carry out specific Processing activities with your Personal Information.

2. ROLES OF THE PARTIES

You agree that, except as otherwise expressly set forth in the Terms, you shall determine the purposes and means of the Processing of your Personal Information and has appointed Company to Process the your Personal Information. 

3. SERVICE PROVIDER OBLIGATIONS

   
   

Company agrees to comply with applicable Data Protection Laws and shall instruct its employees, agents and Subprocessors comply with the Applicable Data Protection Laws as well as the terms of the Agreement with respect to your Personal Information.

Company will:  (a) only Process your Personal Information to the extent strictly necessary for the performance of its obligations under the Agreement, (b) comply with all written instructions from your in relation to your Personal Information.

Company will not:  (a) use, distribute, sell, rent, release, disclose, disseminate, make available, transfer or otherwise communicate your Personal Information to another party for monetary or other valuable consideration, (b) retain, use or disclose your Personal Information for any purpose other than the specific purpose of performing the Services specified in the Agreement, including retaining, using or disclosing the your Personal Information for a commercial purpose other than providing the services specified in the Agreement, (c) retain, use, or disclose the your Personal Information outside of the direct business relationship between your and Company. 

4. CONFIDENTIALITY

   
   

Subject to any confidentiality obligations in the Agreement, Company shall take reasonable steps to ensure the reliability of any of its employees, agents and Subcontractors who may have access to your Personal Information, ensuring in each case that access is limited to those individuals who need to access such data as strictly necessary to deliver the Services. Further, Company shall ensure that Company personnel are subject to confidentiality obligations at least as restrictive as those contained in these Terms or are subject to an appropriate statutory obligation of confidentiality. 

5. DATA SECURITY

   
   

 Subject to any other security obligations in the Agreement, Service Provider will implement and maintain appropriate technical and organizational measures consistent with those required by Applicable Data Protection Laws for the protection of the security, confidentiality, and integrity of the Personal Information. Service Provider will not materially decrease the overall security of the Services while the Agreement is in effect. 

6. INDIVIDUAL RIGHTS

Company shall promptly notify your, and provide full details thereof, if it receives any communication from any individual or any representative of an individual requesting to exercise their rights under Applicable Data Protection Laws with regard to your Personal Information. Company shall provide reasonable assistance and cooperation as is necessary to enable your to comply with the exercise of such rights by an individual.  

7. PERSONAL INFORMATION BREACH

   
   

Company shall notify your without undue delay upon becoming aware of a Personal Information Breach and shall provide your with sufficient information which allows you to meet any obligations to report a Personal Information breach under Applicable Data Protection Laws. Such notification shall at a minimum: (i) describe the nature of the Personal Information breach, the categories and numbers of individuals concerned, and the categories and numbers of records concerned; (ii) describe the likely consequences of the Personal Information breach; and (iii) describe the measures taken or proposed to be taken to address the Personal Information Breach. 

8. SUBPROCESSORS

   
   

Your consents to Company engaging Subprocessors to Process your Personal Information provided such engagements are consistent with the terms of this Addendum and the Agreement.  Company shall, upon request, provide you a list of Subprocessors who process your Personal Information. 

9. RETURN OR DISPOSAL OF DATA

   
   

 Upon expiration or termination of the Agreement (or sooner if reasonably requested by your), Company shall securely delete or return all your Personal Information, including any automatically created archival copies of such data, in its possession or under its control (including all your Personal Information Processed by any Subprocessor), in accordance with the terms and timelines of the Agreement, or if not stated, within thirty (30) days of the Agreement’s termination or expiration, unless otherwise required by Applicable Data Protection Laws. 

j. ADDITIONAL TERMS

The obligations with respect to your Personal Information shall continue for as long as any your Personal Information remains in Company’ custody or control. 

All other terms the Agreement not expressly modified by this Addendum shall remain in full force and effect.

In the event of inconsistencies between the provisions of this section concerning Personal Information and the other provisions of the Terms, the provisions of this section shall prevail.

25. Force Majeure

    
    

Should a Force Majeure Event prevent Company, either in whole or in part, from complying with these Terms, then such delay shall not be deemed a breach of the Terms, and you may not claim loss or damage from us as a result. “Force Majeure Events” are any events that are beyond Company’s reasonable control and include, but are not limited to extraordinary weather conditions such as floods, hurricanes, earthquakes, acts of God, fire, war, riot, insurrection, accidents, actions of government, labor disputes, communications or power failures, or equipment or software malfunctions. Included in Force Majeure Events are network splits, forks, or other unexpected changes to a computer network upon which the Services rely.

26. INDEMNIFICATION AND LIMITATION OF LIABILITY

    
    

a. Indemnification

You will defend, indemnify and hold harmless Company, its parents, affiliates, licensors, suppliers, contractors and its and their respective shareholders, directors and officers, assigns, and successors-in-interest from and against any and all liabilities, damages, losses, claims, demands, actions, causes of action and costs (including, without limitation, attorneys’ fees and expenses) arising out of or resulting from: (i) your failure to comply with these Terms; (ii) your use of the Services, or any part of them; (iii) your alleged or actual negligent or wilful acts or omissions, or those of your agents or employees; (iv) any taxes or other liabilities related to any product or service that you may provide or sell; (v) your operation of a business; (vi) any activity in or through your Account, your Company Wallet, any Wallet Address, or via your Account Login, Wallet Credentials, Public Keys or Private Keys; (vii) any claim by any third party that relates to you; (viii) any costs that Company incurs in responding to a subpoena or other court order related to you or a third party with whom you have any relationship; (ix) any termination or suspension of your access to the Services; (x) any third party’s use of your Account or your Company Wallet; and (xi) any Prohibited Activities that are attributable to you, your agents, or employees.

27. Limitation of Liability

    
    

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF COMPANY, ITS PARENTS, AFFILIATES, SUBSIDIARIES, SERVICE PROVIDERS, LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, LICENSORS, EMPLOYEES OR REPRESENTATIVES WILL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL, LOSS OF VIRTUAL CURRENCY, TOKENS OR USER CONTENT), HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE), EVEN IF ANY OF THE FOREGOING PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF COMPANY, ITS PARENTS, AFFILIATES, SUBSIDIARIES, SERVICE PROVIDERS, LICENSORS, OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES ARISING FROM OR RELATING TO THESE TERMS EXCEED ONE HUNDRED (100) UNITED STATES DOLLARS.

COMPANY HAS NO LIABILITY FOR ACTS OR OMISSIONS OF THIRD PARTY SERVICERS OR ANY OTHER THIRD PARTY.

Company will not be responsible or liable to you or to any third party for any loss, and takes no responsibility for damages or claims arising in whole or in part, directly or indirectly, from your misuse of the Services, including but not limited to: forgotten passwords, transaction construction errors, mistyped virtual currency addresses, server failure, data loss, corrupted or non-performing wallets or their files, unauthorized access, unauthorized activities on the Services, or Approved Network outages, failures, or corruption.

The limitations of liability in this section will survive any termination or expiration of these Terms, and will survive and apply even if the limited remedies in these Terms are found to have failed their essential purpose.

Some jurisdictions do not allow certain warranty disclaimers or limitations of liability. Only the disclaimers or limitations that are lawful in the applicable jurisdiction will apply to you, and Company’s liability in all other cases will be limited to the maximum extent permitted by law.

28. Disclaimer of Warranties

    
    

THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE LIMITS PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES THAT THE SERVICES OR ANY PART OF THEM WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA OR CONTENT WILL BE SECURE. COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT ACCESS TO THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY OR ERROR-FREE. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE ON ANY WARRANTY OR REPRESENTATION OTHER THAN THOSE SET OUT IN THESE TERMS.

Company makes no warranty that the Services are free of viruses or errors, that any data or content used or provided is accurate, that defects in the Services will be corrected, or that communications to or from Company will be secure. Company is not responsible or liable to you or to any third party for any loss of any kind arising out of or related to actions taken in reliance on material or information that is contained on or through the Services.

Company does not represent or warrant that the Company Wallet is or will be compatible with any particular network or Digital Asset, nor does Company provide any legal opinion or make any representation or warranty of any kind related to the legal status of any particular network, or Digital Asset as electronic money, prepaid issuing, security or other status. You agree to look only to the issuers of the Virtual Currency or Supported Digital Assets for those legal opinions and comfort. Some Virtual Currencies, Tokens, or their issuers may be classified as illegal money services businesses, or unregistered securities issuers or exchanges. You are exclusively responsible for ascertaining the legal status and business logic, if any, associated with a given network, Virtual Currency, or Token.

29. Support

    
    

We will use commercially reasonable efforts to supply email based support services, but cannot guarantee response times, especially during times of high volume.

30. Complaints

In the event that you have a complaint, please notify us in writing of the cause of your complaint, how you would like the complaint resolved, and any other relevant information. A member of the Company customer service team will consider your complaint without prejudice based on the information you have provided and any information we may have. Within a reasonable time of our receipt of your complaint, a Company customer service representative will (i) offer to resolve your complaint in the way you requested; (ii) make a determination rejecting your complaint and set out the reasons for the rejection; or (iii) offer to resolve your complaint with an alternative solution. If for some reason we cannot resolve your complaint within a reasonable time, we will inform you of this and specify the new deadline for which we will try to respond to your complaint.

31. Language

    
    

These Terms and all communications, information or notifications provided by Company shall be in English. Should Company provide translations into another language, such translations shall be for your convenience only. In the case of any inconsistency between the translation and the English version of these Terms, Company Materials or other document, the English version shall prevail.

32. Amendments

    
    

Company may update these Terms from time to time, at its discretion. When we do so, we will make reasonable efforts to send you an email or notify you through your Account. If you don’t terminate your Account within thirty (30) days after we have provided you with notice of an update, you will be deemed to have accepted the updated version of the Terms. If we are legally required to update these Terms without giving you prior notice, then the update will apply as soon as we send notice of the update by email or through the Account.

33. No Waiver

    
    

If we delay or fail to enforce any provision of these Terms, it does not mean we waive any of our rights.

34. Severability

    
    

If any part of these Terms is found to be invalid or unenforceable, in part or in whole, the remaining portions of these Terms will remain in full force and effect. Any headings contained in these Terms are for informational purposes only.

35. Governing Law 

    
    

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware. 

36. Mandatory Arbitration; CLASS ACTION WAIVER 

    
    

Please read the arbitration agreement in this Section (“Arbitration Agreement”) carefully. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

You agree that any dispute, claim, or request for relief relating in any way to these Terms or to any aspect of your relationship with Tweed, will be resolved by binding arbitration, rather than in court, except that (i) you may assert claims or seek relief in small claims court if your claims qualify; and (ii) you or Tweed may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.  

Any action, proceeding, arbitration hearing or mediation relating to or arising from this Agreement must be brought, held, or otherwise occur in the county of Delaware where Tweed is located. PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY CLAIM MAY BE RESOLVED BY BINDING ARBITRATION AND THAT (i) YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY TO RESOLVE ANY CLAIM ALLEGED AGAINST TWEED OR RELATED THIRD PARTIES; (ii) YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY CLAIM ALLEGED AGAINST TWEED OR RELATED THIRD PARTIES; (iii) YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, AND/OR TO PARTICIPATE AS A CLASS OF CLAIMANT, IN ANY LAWSUIT OR ARBITRATION FILED AGAINST TWEED, AND/OR RELATED THIRD PARTIES. Any claim, dispute, or controversy (“Claim”) by either you or Tweed against the other, or against the officers, directors, employees, agents, parents, subsidiaries, affiliates, beneficiaries, agents, successors, or assigns of the other, arising from or relating in any way to this Agreement or to the relationship formed between the parties as a result of this Agreement, including Claims regarding the applicability of this arbitration clause or the validity of the entire Agreement, shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association (“AAA”) in the county in Delaware where Tweed is located. All Claims are subject to arbitration, no matter what theory they are based on. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your, Tweed’s negligence, statutory or regulatory provisions, or any other source of law. Claims and remedies sought as part of a class action, private attorney general, or other representative action are subject to arbitration on an individual (non-class, non-representative) basis only, and the arbitrator may award relief only on an individual (non-class, non-representative) basis. You and Tweed will agree on another arbitration forum if the AAA ceases operations. The arbitration will be conducted before a single arbitrator and will be limited solely to the Claim between you and Tweed. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. The prohibition against class action contained in this Section shall be non-severable from the remainder of this Section. If either party prevails in the arbitration of any Claim against the other, the non-prevailing party will reimburse the prevailing party for any fees it paid to the AAA in connection with the arbitration, as well as for any reasonable attorneys’ fees incurred by the prevailing party in connection with such arbitration. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction. Rules and forms of the AAA may be obtained and Claims may be filed at any AAA office, www.adr.org, or 335 Madison Avenue, New York, NY 10017, telephone 1-800-778-7879. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. This arbitration agreement applies to all Claims now in existence or that may arise in the future. Nothing in this Agreement shall be construed to prevent any party’s use of (or advancement of any Claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure or any other prejudgment or provisional remedy relating to any collateral, security, or other property interests for contractual debts now or hereafter owned by either party to the other. IN THE ABSENCE OF THIS ARBITRATION AGREEMENT, YOU MAY OTHERWISE HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR A JURY AND/OR TO PARTICIPATE OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS), BUT EXCEPT AS OTHERWISE PROVIDED ABOVE, THOSE RIGHTS, INCLUDING ANY RIGHT TO A JURY TRIAL, ARE WAIVED AND ALL CLAIMS MUST NOW BE RESOLVED THROUGH ARBITRATION.

Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. 

Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with us. 

37. Assignment

    
    

Company may assign any of its rights or obligations under these Terms without your consent and without prior notice to you. You may not assign or transfer any of your rights or obligations under these Terms, in whole or in part, by operation of law or otherwise, without the prior written consent of Company, which may be withheld in Company’s sole discretion.

38. Entire Agreement

    
    

These Terms, and the preferences that you are offered and select in your Account, form the entire agreement between you and Company. These Terms supersede and replace any previous or contemporaneous versions, written or oral contracts, warranties, representations or understandings that are related to the subject matter contained in these Terms.  Company expressly reserves the right to name a third party beneficiary hereunder entitled to enforce the terms hereof versus you.

39. Contact Company

    
    

If you have any feedback, comments, complaints or questions other than technical support, you can contact us using the contact information on our Site. When contacting us, please be sure to provide us with your name, contact information and any other information we may need to identify you, your Company Account and any transaction on which you have questions, comments, or complaints.

40. Survival

    
    

Provisions that by their nature should survive termination of this Agreement shall survive including but not limited to the following provisions of these Terms shall survive termination or expiration for any reason: Sections 1 Definitions, 6 Recovery Assistance (for up to 1 year following your last transaction), 7 Security – Your Devices, 8 Security - Company Wallet, 9 Device Access; Electronic Communications and Sections 10 through 42, inclusively.

41. Prohibited Activities

    
    

You may not use our Services for any “Prohibited Activity”, meaning the operation of or the direct or indirect facilitation of any of the following:

• any act that is illegal in the United States or in the jurisdiction where the person carrying out the activity is resident, domiciled or located;

• operation of a money services business;

• operation of an illegal virtual currency business;

• illegal or unlicensed betting, including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races;

• bill payment services;

• buyers or discount clubs;

• infomercial sales;

• items that encourage, promote, facilitate or instruct others to engage in illegal activity;

• items that may be counterfeit including, but not limited to: designer handbags, clothing and accessories, and consumer electronics;

• items that may infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction;

• items that promote hate, violence, racial intolerance, or the financial exploitation of a crime;

• items that promote, support or glorify acts of violence or harm towards self or others;

• legal fees including bankruptcy attorneys;

• medical equipment;

• multi-level marketing businesses (MLM);

• payment aggregators;

• prepaid phone cards or phone services;

• purchase, sale or promotion of drugs, alcohol, or drug paraphernalia, or items that may represent these uses;

• real estate or motor vehicles;

• rebate based businesses;

• sales of money-orders or foreign currency;

• up-sell merchants;

• using the Services as a means to transfer funds between bank accounts held in the same name;

• using the Services that in any way assists User or others in the violation of any law, statute or ordinance;

• using the Services to collect payments that support pyramid or ponzi schemes, matrix programs, other “business opportunity” schemes or certain multi-level marketing programs;

• using the Services to control an account that is linked to another account that has engaged in any of the foregoing activities;

• using the Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity;

• or weapons including replicas and collectible items; or

• wire transfer money orders.