Last updated: 13 March 2026
These Wallet Terms (the “Wallet Terms”) are a legally binding agreement between you (“User”, “you”, or “your”) and Bron Foundation, a foundation incorporated in the Cayman Islands (“Bron”, “we”, “us”, or “our”).
Bron provides a digital asset, non-custodial wallet (as described in more detail below) (the “Wallet”) and related services and products (together, the “Services”).
These Wallet Terms, and the Website Terms of Use (together, the “Agreement”) govern your use of the Services. If you use the Services on behalf of a company or other entity then references to “User”, “you” and “your” includes you and that company/entity, and you represent and warrant that: (a) you are an authorized representative of the company/entity with the authority to bind the entity to these Wallet Terms; and (b) you agree to these Wallet Terms on the company/entity’s behalf.
We encourage you to review these Wallet Terms carefully. These Wallet Terms are entered into between you and Bron when you click to agree to these Wallet Terms as part of our sign-up process. These Wallet Terms will remain in full force and effect until terminated in accordance with Section 9 (Term and Termination). If you do not agree with any of the provisions of these Wallet Terms, you may not use any of the Services.
IF YOU RESIDE IN THE UNITED STATES, PLEASE NOTE SECTION 12 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IF YOU RESIDE IN THE UNITED STATES AND AGREE TO THESE WALLET TERMS, YOU AGREE: (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTION) RELATED TO THESE WALLET TERMS AND BRON’S SERVICES THROUGH BINDING ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY; AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS OR REPRESENTATIVE ACTIONS AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 12.
Changes to these Wallet Terms. As necessary, we may update these Wallet Terms from time to time to reflect changes in the Services or to comply with legal requirements, and we will provide you with notice of this, as may be required under applicable laws. If you do not agree to our changes, you must close your Wallet and discontinue your use of any other Services. Failure to do so before the changes take effect will amount to your acceptance of the updated Wallet Terms. The date at the top of this page indicates when these Wallet Terms were last updated.
1. SERVICES
1.1 Web3 Protocols are Not Part of the Services. The Services can be used to connect with various decentralized finance (defi) and trading protocols and smart contracts (“Protocols”). However, the Protocols themselves, and the blockchains on which the Protocols operate, are not part of the Services. We do not control all activity and data on the Protocols, nor do we take possession, custody, or control over any digital assets. You acknowledge and agree that we make no representations and warranties with respect to any Protocol. Your use of any Protocol is entirely at your own risk.
1.2 Account and Trusted Third Party. To use the Services, you need to:
- create an account or join an existing one (“Account”) and set-up your PassKey. You can store your PassKey in iCloud Keychain, 1Password, Dashlane, a physical device like a YubiKey, or any other secure tool you trust. You are solely responsible for any activity on your Account and maintaining the confidentiality and security of your password and other credentials (“Account Credentials”). We are not liable for any acts or omissions by you in connection with your Account or your Account Credentials. You must immediately notify us [email protected] if you know or have any reason to suspect that your Account or Account Credentials have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You agree not to create any Account if we have previously removed your, or we previously banned you from any of our Services, unless we provide written consent otherwise;
- enter into a separate agreement (the “TTP Agreement”) with a trusted third party service provider as specified by us (the “TTP”). Please note that the TTP is not owned or controlled by us, and your relationship with the TTP will be governed solely by the TTP Agreement. We make no warranties or representations in relation to the TTP, and we are not liable for any acts or omissions of the TTP; and
- appoint at least two Guardians as described in Section 1.4.
1.3 Wallet. By creating an Account, the Services will generate a Wallet for you which can be used to store and transfer certain supported digital assets and access Protocols. A cryptographic public key is generated through a multi-party computation (“MPC”) process involving multiple independent parties. In this process, no complete private key is ever created or stored. Instead, the private key material is divided into three cryptographic “Shards”, each of which represents a portion of the key. At least two Shards must participate in a coordinated MPC signing process to authorize transactions relating to the digital assets associated with the Wallet, as further described in Section 1.4. The public key is visible to all participants in the relevant blockchain network, while the Shards remain confidential and are never combined to form a full private key. One Shard will be provided to you, one Shard will be retained by us, and one Shard will be provided to the TTP (the “TTP Shard”). Use of the TTP Shard will be governed by the TTP Agreement. We do not store your Shard or the TTP Shard in our database and we will not request your Shard or the TTP Shard.
1.4 Performing Transactions. To perform transactions in relation to the digital assets stored in the Wallet, you need to select the corresponding action (i.e. ‘Transfer’, ‘Deposit’, ‘Swap’, or ‘Stake’), complete the relevant information and sign the transaction with your Shard, Bron automatically authorise any transaction initiated by you without review, discretion or validation. Bron cannot independently authorise transactions. If you are unable to use your Shard in circumstances where:
- you’ve lost access to your PassKey, we can help you regain access to your account. Contact our support team at [email protected] from the email address with which you registered your team member;
- you moved to a new device and need to transfer your signing access, you can share signing access securely with the right permissions via the Bron app. Only owners can initiate shard sharing;
- your device was lost, damaged, stolen or compromised and your shards can no longer be available or trusted, you can initiate Guardian Recovery. Your trusted Guardians (pre-approved contacts or devices) will help you reassemble your key securely.
The Wallet includes a recovery feature that allows designated “Guardians” to assist in restoring account access or enabling signing on a new device. When a recovery is initiated, Guardians are notified and must each generate and provide a unique recovery code to the user. Once the required number of valid codes is submitted, a security delay period begins during which the request may be cancelled. After the delay expires, access is restored, either by enabling signing on the user’s device (Shard recovery – with TTP) or resetting their Bron PassKey. Guardians do not have access to your account, funds, or any sensitive information. They only play a role in the social recovery process.
You may also instruct us to provide a nominated third party with access to your Account in certain pre-agreed circumstances (for example if your Account is inactive for a specified period of time). If so, you acknowledge and agree that we accept no responsibility or liability in connection with the acts or omissions of such third party, and that such third party’s access to your Account may be subject to certain checks and restrictions as determined by us in our reasonable discretion.
For further details on how to perform transactions, please refer to the ‘Help’ section of our website, accessible at https://support.bron.org.
1.5 Services are non-custodial. Although the Services provide a connection to various Protocols for the swapping of digital assets, we do not buy, sell, or ever take custody or possession of your digital assets. Transactions take place directly on the relevant blockchain network between your Wallet and your counterparty’s Wallet. You acknowledge and agree that we are not party to any transactions conducted while accessing our Services, and we do not have possession, custody or control over any digital assets appearing on the Services. When you interact with the Services, you retain control over your digital assets at all times. We accept no responsibility or liability to you in connection with your use of a Wallet, and we make no representations or warranties regarding how the Services will operate or be compatible with any specific Protocol. Except as set out in Section 1.3 above, we have no ability to help you access or recover your Shard and/or access to your Wallet. You are solely responsible for all digital assets you use in connection with the Services, including without limitation the responsibility for the safekeeping of the digital assets that you use in connection with the Services. If you lose access to your Account Credentials, this may compromise the security of your digital assets or your inability to access such digital assets in the future. As between you and us, you are the owner of digital assets used in connection with the Services, and you shall bear all risk of loss of such digital assets.
1.6 Updates and Monitoring. We may make improvements, modifications or updates to the Services from time to time, including but not limited to changes and updates to the underlying software, infrastructure, security protocols, technical configurations or service features (“Updates”). Your continued access and use of the Services are subject to any Updates and you shall accept any patches, system upgrades, bug fixes, feature modifications, or other maintenance work that arise out of such Updates. We are not liable for any failure by you to accept and use such Updates in the manner specified or required by us. Although we are not obliged to monitor access to or participation in the Services, we have the right to do so for the purpose of operating the Services, to ensure compliance with the Agreement and to comply with applicable law or other legal requirements.
1.7 Fees. Unless agreed otherwise with you, we will charge a recurring monthly fee for use of the Wallet (the “Subscription Fee”). Current rates are available at https://bron.org/#pricing. You agree to pay the Subscription Fee in advance on a monthly basis via our preferred payment service provider. Subscription Fees will automatically renew each month on or around the calendar day corresponding to your initial subscription, and will continue until you cancel your subscription in accordance with this Section. If a charge is unsuccessful, we may attempt to re-process the charge and, if it remains unpaid, we may suspend or restrict access to your Wallet until all outstanding amounts are paid. We may change the Subscription Fee on notice to you, with any change taking effect from the start of your next monthly billing period. You may cancel at any time via your Account settings or by contacting us at [email protected]. Cancellation takes effect at the end of your then-current billing period; you will continue to have access to your Wallet until that time. Subscription Fees are not refundable or creditable (including for partial months), except as required by applicable law or as expressly set out in this Section. If we terminate these Wallet Terms without cause pursuant to Section 9.4 during a billing period, we will provide a pro-rata refund of any prepaid, unused Subscription Fees for that period. Nothing in these Wallet Terms affects any non-excludable statutory rights you may have.
In addition to the Subscription Fee, we may also charge or pass through fees for some or part of the Services we make available to you, including transaction or processing fees, blockchain gas or similar network fees (“Gas Fees”). We will disclose the amount of fees we will charge or pass through to you for the applicable Service at the time you access, use or otherwise transact with the Services. Although we will attempt to provide accurate fee information, any such information reflects our estimate of fees, which may vary from the fees actually paid to use the Services and interact with the applicable blockchain with which the Services are compatible. We are not responsible for any fees charged by a third party, including but not limited to the TTP. All transactions processed through the Services are non-refundable.
You will be responsible for paying any and all taxes, duties and assessments now or hereafter claimed or imposed by any governmental authority associated with your use of the Services. All prices and fees are exclusive of any sales, use, value added, goods and services, withholding or similar taxes, duties, levies or charges.
As an alternative to paying the Subscription Fee, you may elect to hold the requisite amount of $BRON Tokens (as described in Section 1.10) in your Account in lieu of payment (“Token Hold Option”). The minimum holding threshold required to access the Services under the Token Hold Option, and any conditions or tiers associated with such holding, are set out at https://bron.org/#pricing and may be updated by us from time to time. If at any point during a billing period the balance of $BRON Tokens held in your Account falls below the requisite threshold, your access to the Services will be downgraded. For the avoidance of doubt, your use of the Token Hold Option does not entitle you to any refund, credit, or compensation in respect of any $BRON Tokens held, and the holding of $BRON Tokens is subject to the acknowledgements and risk disclosures in Section 1.10 and Section 6.
1.8 Third Party Services and Materials. The Services may display, include or make available services, content, data, information, applications or materials from third parties, including third party decentralized exchanges and other decentralized applications, or provide links to certain third party websites (“Third Party Services and Materials”). Bron does not endorse any Third Party Services and Materials. You agree that your access and use of such Third Party Services and Materials is governed solely by the terms and conditions of such Third Party Services and Materials, as applicable. Bron is not responsible or liable for, and makes no representations as to any aspect of such Third Party Services and Materials, including, without limitation, their content or the manner in which they handle, protect, manage or process data or any interaction between you and the provider of such Third Party Services and Materials. The Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Services and Materials. You irrevocably waive any claim against Bron with respect to such Third Party Services and Materials. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such Third Party Services and Materials, or your reliance on the privacy practices, data security processes or other policies of such Third Party Services and Materials.
1.9 Risks Associated with Decentralized Finance Protocols. By accessing or using Third Party Services and Materials through our Services, you accept that there are risks in doing so, including but not limited to risks of illiquidity, devaluation, lockup, or loss associated with assets accessible through decentralized finance Protocols. You are solely responsible for any fees or costs associated with accessing Third Party Services and Materials, and we reserve the right to pass through and charge you for such third party costs as part of your use of the Services. The exact amount of these third party costs may not always be known in advance (e.g., costs associated with executing an on-chain transaction), and we may, in good faith, estimate such costs and require payment based on that estimate, even if it ultimately exceeds the actual cost. You acknowledge sole responsibility for and assume all risks arising from your use of any Third Party Services and Materials, and Bron shall not bear any liability for any damages or losses resulting from your interactions with them. You also acknowledge that, if transactions are delayed, there may be changes in the value of related assets, and Bron shall not bear any liability for any damages or losses resulting from such changes in value.
1.10 $BRON Token: Utility and Availability. Users of the Wallet may have the option to acquire $BRON tokens directly from Bron Issuer Ltd, a company incorporated in the British Virgin Islands. This entity is distinct from the Bron Foundation and each entity serves separate roles within the broader ecosystem. The $BRON token is intended to serve as a utility token designed to facilitate future access to certain features or functions within the ecosystem. At the time of its Token Generation Event (“TGE”), the total supply of $BRON tokens will be 10 billion. You acknowledge that at present:
- The $BRON token is not liquid and is not listed on any exchanges;
- It does not provide any economic rights, or equity interest in Bron, Bron Issuer Ltd, or any affiliated entity;
- $BRON is not intended as an investment product or to serve any speculative purpose;
- No representation is made by Bron Issuer Ltd or Bron regarding the current or future value, market availability, or price of $BRON;
- Acquisition of $BRON is entirely optional and should be undertaken solely for the purpose of participating in the ecosystem as it evolves;
- You are solely responsible for evaluating the risks associated with acquiring or holding $BRON;
- You have conducted your own independent research and due diligence;
- You are solely responsible for determining whether the acquisition, holding, or use of $BRON is permitted under the laws of your jurisdiction;
- By acquiring or using $BRON, you confirm that you understand its current limitations and future intended utility and agree not to hold Bron or Bron Issuer Ltd liable for any loss, limitation of function, or lack of liquidity related to $BRON tokens.
1.11 Role of Bron. You acknowledge that:
- nothing in these Wallet Terms shall be construed as creating any fiduciary relationship, trust, agency, brokerage, custodial, or escrow arrangement between you and Bron. Bron does not act as your fiduciary, trustee, agent, broker, exchange, custodian, or escrow agent in connection with your use of the Services or any transactions you conduct using the Services;
- Bron owes no duties to you beyond those expressly set out in these Wallet Terms, including without limitation any duty of care, duty of loyalty, or duty of disclosure that might otherwise arise under common law, equity, or statute; and
- notwithstanding that Bron’s Shard may participate in the MPC signing process for transactions, Bron does not act on your behalf in any such transaction. Bron’s participation in the MPC signing process is a technical function only and does not constitute agency, representation, or any assumption of responsibility for you or your transactions.
1.12 Reward Programmes. Bron may from time to time offer certain reward programmes, promotional campaigns, or incentive schemes related to the subject matter of these Wallet Terms (“Reward Programmes”). Any Reward Programme is offered at Bron’s sole and absolute discretion. Participation in any Reward Programme does not create any entitlement or guarantee of future rewards, benefits, or continued availability of the Reward Programme. Bron reserves the right to amend, suspend, or withdraw any Reward Programme, including its terms, eligibility criteria, reward structure, or duration, at any time and without prior notice to you. You acknowledge and agree that Bron shall have no liability to you in connection with any such amendment, suspension, or withdrawal.
1.13 Gas Estimation and Transaction Issues. The Services may provide estimates of Gas Fees required to execute transactions. You acknowledge and agree that any such estimates are indicative only and may differ from the actual fees incurred. Bron makes no representation or warranty as to the accuracy of any Gas Fee estimates and shall not be liable for any difference between estimated and actual fees (regardless of cause). You acknowledge that transactions submitted to a blockchain network are subject to the protocols and conditions of that network. Bron expressly disclaims any liability in connection with:
- transactions that become “stuck” or remain pending due to network congestion, insufficient Gas Fees, or other blockchain network conditions; and
- the failure of any attempt to replace, accelerate, or cancel a pending transaction, whether initiated by you or through the Services.
2. WHO MAY USE THE SERVICES
2.1 Eligibility. You must be 18 years of age or older and not be a Prohibited Person to use the Services. A “Prohibited Person” is any person or entity that is: (a) the subject of any economic or trade sanctions administered or enforced by any governmental authority, including being designated on any list of prohibited or restricted parties by any governmental authority, such as the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce Denied Persons List Entity List, the E.U. Consolidated List of persons and the U.K. Consolidated List of Financial Sanctions Targets; (b) located, a resident of or organized in any jurisdiction or territory that is the subject of comprehensive country-wide or regional economic sanctions or has been designated as “terrorist supporting” by the United Nations or the governmental authority of the European Union, United Kingdom or the United States; or (c) owned or controlled by such persons or entities listed in (a)–(b). You acknowledge and agree that you are solely responsible for complying with all applicable laws of the jurisdiction you are located in, or accessing the Services from, in connection with your use of the Services. By using the Services, you represent and warrant that you meet these requirements and will not be using the Services for any illegal activity or to engage in the prohibited activities in Section 3.2. You acknowledge and agree that all information you provide with respect to transactions on the Services is accurate, current and complete, and you have the legal right to use such payment method. In the event that Bron determines, in its sole discretion, that you or your use of the Services may violate or expose Bron to liability under applicable sanctions laws, anti-money laundering regulations, or other legal and regulatory requirements imposed by governmental authorities, Bron may immediately and without prior notice: (i) suspend or terminate your access to the Services and your Account; (ii) refrain from participating in any MPC signing process to authorize transactions relating to the digital assets associated with your Wallet; and/or (iii) take any other action that Bron considers necessary or appropriate to comply with applicable law. You acknowledge and agree that any suspension, termination, or restriction of access pursuant to this Section 2.1 may result in a loss of functional access to the digital assets associated with your Wallet. Bron shall not be liable to you for any loss, damage, or inconvenience arising from such suspension, termination, or restriction, including without limitation any inability to access, transfer, or otherwise deal with your digital assets.
In exceptional circumstances — including where Bron ceases to operate the Services, where the Services become unavailable for a prolonged period, or where access to the interface is otherwise restricted — we may make available a recovery feature that allows you to derive or extract a private key associated with your Wallet (“Key Export Feature”). The Key Export Feature is intended solely as a recovery mechanism to enable you to regain access to the digital assets associated with your Wallet in circumstances where the Services are no longer available or accessible to you, and is not intended for routine use. If the Key Export Feature is made available to you, you may use it to generate a standard private key from your Shard (in coordination with the other Shards as required by the MPC process), which you may then use to access and transfer the digital assets associated with your Wallet independently of the Services and to any third-party wallet of your choosing. You acknowledge and agree that: (a) once a private key has been exported, you are solely responsible for the security, storage, and use of that private key and any digital assets accessed through it; (b) Bron shall have no liability for any loss, theft, or unauthorised access to your digital assets arising from or in connection with your use of the Key Export Feature or any exported private key; (c) the export of a private key may affect or disable certain security features of the Services (including Guardian recovery and MPC-based signing), and Bron is not obligated to continue providing such features in respect of any Wallet for which a private key has been exported; and (d) your use of the Key Export Feature does not affect or relieve you of any of your obligations under these Wallet Terms, including the restrictions in Section 3.2.
2.2 Other Information. We may require you to provide additional information and documents regarding your use of the Services, including at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-money laundering or for counteracting financing of terrorism. We may also require you to provide additional information or documents in cases where we have reason to believe: (i) that you are using the Services for illegal money laundering or for any other illegal activity; or (ii) you have concealed or reported false identification information or other details.
3. RIGHTS WE GRANT YOU
3.1 Right to Use Services. We hereby permit you to use the Services for your internal use only, provided that you comply with these Wallet Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Wallet Terms. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that we, in our sole discretion, may elect to take. You acknowledge that the Services may use, incorporate or link to certain open-source components and that your use of the Services is subject to, and you will comply with any, applicable open-source licenses that govern any such open-source components.
3.2 Restrictions On Your Use of the Services. You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:
- download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Wallet Terms;
- duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same, except as expressly permitted by these Wallet Terms or applicable law;
- use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
- use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
- exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
- access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;
- attempt to gain unauthorized access to, interfere with, damage or disrupt the Services or the computer systems, wallets, accounts, protocols or networks connected to the Services;
- circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services or the computer systems, wallets, accounts, protocols or networks connected to the Services;
- use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
- introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
- submit, transmit, display, perform, post or store any content that is inaccurate, unlawful, defamatory, obscene, lewd, lascivious, filthy, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, harmful, hateful, cruel or insensitive, deceptive, or otherwise objectionable, use the Services for illegal, harassing, bullying, unethical or disruptive purposes, or otherwise use the Services in a manner that is obscene, lewd, lascivious, filthy, excessively violent, harassing, harmful, hateful, cruel or insensitive, deceptive, threatening, abusive, inflammatory, pornographic, inciting, organizing, promoting or facilitating violence or criminal or harmful activities, defamatory, obscene or otherwise objectionable;
- violate any applicable law or regulation in connection with your access to or use of the Services; or
- access or use the Services in any way not expressly permitted by these Wallet Terms.
4. INTELLECTUAL PROPERTY
4.1 Ownership of the Services. All intellectual property rights in the Services and any related software, documentation, services, products or content provided by Bron are owned by Bron, its affiliates or their licensors (as applicable). Nothing in these Wallet Terms transfers any ownership rights in the intellectual property to you or grants you any right to use Bron’s intellectual property except as expressly provided in these Wallet Terms.
4.2 Ownership of Feedback. We welcome feedback, bug reports, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of Bron, and Bron may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Bron any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
5. PRIVACY
5.1 Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://bron.org/policy.
6. ACKNOWLEDGEMENT AND ASSUMPTION OF RISKS
By using the Services, you represent that you have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain technologies, cryptocurrencies and other digital assets, blockchain wallets and other storage mechanisms, and blockchain-based software systems to be able to assess and evaluate the risks and benefits of the Services contemplated hereunder, and will bear the risks thereof, including loss of all amounts paid, and the risk that the cryptocurrencies and other digital assets may have little or no value. You acknowledge and agree that there are risks associated with purchasing and holding cryptocurrency and using blockchain technology. These include, but are not limited to, risk of losing access to cryptocurrency due to slashing, loss of Shards, custodial error or purchaser error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavourable regulatory intervention in one or more jurisdictions, risk related to token taxation, risk of personal information disclosure, risk of uninsured losses, volatility risks, and unanticipated risks.
When using the Services, you are able to construct and determine, at your own discretion, the parameters you wish to apply to your transactions. We are not advising on the merits of any particular transaction or its tax or legal consequences. You are solely liable for any transactions conducted using the Services, including all financial and tax consequences thereof. We are not responsible for indicating, alerting or warning against any such matters. No content made available through the Services is intended as tax, legal, financial or investment advice, and nothing on the Services should be construed as an offer to buy or sell a security or other financial product or a solicitation, recommendation or advice in relation to any transaction you may enter into by using the Services. By accessing the Services, you agree that you are not entering into an advisory relationship with us.
You acknowledge that cryptocurrencies and other similar digital assets are neither: (a) deposits of or guaranteed by a bank; nor (b) insured by the FDIC or by any other governmental agency.
The regulatory regime governing blockchain technologies, cryptocurrencies and other digital assets is uncertain, and new regulations or policies may materially adversely affect the potential utility or value of such cryptocurrencies and digital assets. There also exists the risks of new taxation of the purchase or sale of cryptocurrencies and other digital assets.
Smart contracts execute automatically when certain conditions are met. We do not have the ability to reverse a transaction that is submitted to a public blockchain. You are responsible for ensuring that any details entered you enter in connection with a transaction using any smart contracts are accurate and complete. We do not review the accuracy of your transactions, and are not responsible for any losses due to your errors, including an incorrectly constructed transaction. Further, since smart contracts typically cannot be stopped or reversed, vulnerabilities in their programming and design or other vulnerabilities that may arise due to hacking or other security incidents can have adverse effects to digital assets, including but not limited to significant volatility and risk of loss.
You acknowledge that there are inherent risks associated with using or interacting with public blockchains and blockchain technology. There is no guarantee that such technology will be unavailable or subject to errors, hacking or other security risks. Underlying blockchain protocols may also be subject to sudden changes in operating rules, including forks, and it is your responsibility to make yourself aware of upcoming operating changes.
Any displayed pricing, rate, or liquidity information is not guaranteed. The actual execution of transactions (including “slippage”) depends on the relevant Protocol, which is not controlled by us. We are not responsible for any difference between displayed and actual execution prices.
In certain cases, your transactions through the Services may not be successful or may be substantially delayed, including due to issues in processing by or errors in the relevant Protocol or blockchain network. We accept no responsibility or liability to you for any such failed or delayed transactions, or any transaction or gas fees that may be incurred by you in connection with any failed transactions.
We make no guarantees as to the security of the environments in which Shards are stored and are not liable for any hacks or attacks on such systems. We are not liable for any hacks or malicious attempts or phishing scams to obtain access to your Wallet or your Account Credentials. You alone are responsible for ensuring that you do not provide your Account Credentials to any other person and or entity. You are responsible for all transactions initiated through your Account Credentials.
7. DISCLAIMERS
7.1 It is your responsibility to check whether the Services and the TTP meet your purposes or needs. We do not promise or guarantee that the Services or the TTP will fulfil any particular purposes or needs that you may have.
7.2 Except for the Service descriptions set out in these Wallet Terms and any other documents we have provided to you, we do not promise or guarantee that the Services will meet any specific requirements or specifications.
7.3 While we will use reasonable care and skill to keep the Services available, we do not promise or guarantee that the Services will be uninterrupted or always accessible. We do not accept liability for any losses you may suffer due to such interruptions or inaccessibility.
8. LIABILITY
THIS SECTION LIMITS THE LIABILITY THAT WE ACCEPT, AND THE TYPES OF DAMAGES THAT YOU MAY BE ABLE TO RECOVER FROM US. PLEASE READ IT CAREFULLY.
8.1 We don’t exclude or restrict our liability in any way that would be unlawful (including our liability for any death or personal injury caused by our negligence, or for any fraud or fraudulent misrepresentation by us, our employees or directors). The exclusions and limitations below are all subject to this statement. References to liability in this Section include every kind of liability arising under or in connection with these Wallet Terms, including liability in contract, tort (including negligence), or otherwise.
8.2 We are not responsible and do not accept liability for loss or damage that is not ‘foreseeable’. Loss or damage is ‘foreseeable’ if either it is obvious that it will happen or if, at the time you agree to these Wallet Terms, both you and we are aware that it might occur.
8.3 We are not liable to you for any failure to perform our responsibilities:
- due to any abnormal or unforeseeable event outside our reasonable control (including but not limited to acts of terrorism, significant weather-related events such as major floods, general strikes, general Internet outages, or epidemics or pandemics) and despite us having taken reasonable precautions against such events; or
- where performing our responsibilities would put us in breach of applicable law (e.g., where we have reasonable grounds to suspect that the Services are being used for fraud).
8.4 We do not accept liability for losses you may suffer if you do not meet the applicable eligibility criteria to use the Services or are unable to pay any related fees.
8.5 Bron’s total liability to you arising from, or in connection with, these Wallet Terms shall not exceed one hundred euros (EUR 100) (or the equivalent amount in your jurisdiction).
8.6 We encourage you to check and inform us, to the best of your ability, of any issues or problems at the earliest opportunity, and take prompt action as soon as you become aware of any problem (and in any event within 6 months of becoming aware of any problem).
9. TERM AND TERMINATION
9.1 These Wallet Terms will remain in full force and effect unless terminated in accordance with this Section 9.
9.2 You may stop using the Services at any time. Certain Sections of these Wallet Terms will, by their nature, apply even when you no longer use the Services; see Section 9.5 below for further details.
9.3 We may terminate these Wallet Terms immediately, by restricting your access to the Services and/or blocking your Wallet address:
- if you breach these Wallet Terms in a serious or repeated manner;
- if you breach any of the restrictions in Section 3.2 (Restrictions On Your Use of the Services);
- if we reasonably believe that you are using (or are allowing someone else to use) the Services in breach of any applicable laws, rules or regulations, or in furtherance of illegal, fraudulent or prohibited activities; or
- if we are required to do so by any law, regulation, court order or instruction from an ombudsman, regulator or government body.
9.4 We may also terminate these Wallet Terms without cause, including if we decide to cease to provide the Services, by providing at least 14 days’ advance written notice to you via our Services.
9.5 Upon termination of these Wallet Terms for any reason:
- Sections 3.2 and Sections 4 through to 13 will survive termination;
- all rights to use any Services granted under these Wallet Terms will cease; and
- you must immediately cease use of the Services.
10. CONTACT DETAILS, COMPLAINTS AND DISPUTE RESOLUTION
10.1 If you have a complaint or dispute with Bron, you can contact us via email at [email protected] to attempt to resolve the issue. You can also bring legal proceedings in the courts (see Section 13 (Governing Law and Dispute Resolution)).
11. OTHER
11.1 Severability: If any provision of these Wallet Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
11.2 Entire Agreement: The Agreement constitutes the entire agreement between you and Bron regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services. You and Bron acknowledge that in entering into these Wallet Terms, you and/or Bron do not rely on any statement, representation, warranty or understanding other than those expressly set out in these Wallet Terms.
11.3 Languages. The English version of these Wallet Terms will be the binding version and all communications, notices, and other actions and proceedings relating to these Wallet Terms will be made and conducted in English, even if we choose to provide translations of these Wallet Terms into the native languages in certain countries. To the extent allowed by law, any inconsistencies among the different translations will be resolved in favour of the English version.
11.4 Assignment. The ability to use the Services is personal to you, and you must not assign your rights or transfer your responsibilities under these Wallet Terms to anyone without our prior written consent. This is necessary, including for reasons relating to our compliance with applicable law. We may delegate our responsibilities under these Wallet Terms, to any third party that is capable of performing these Wallet Terms competently and in accordance with the Agreement and applicable law. We may assign our rights under these Wallet Terms to another business without your consent, but we will notify you of the assignment and ensure that you are not adversely affected as a result.
11.5 Waiver. Our failure to assert a right or provision under these Wallet Terms will not constitute a waiver of such right or provision.
11.6 Headings. Any heading, caption, or Section title contained is inserted only as a matter of convenience and in no way defines or explains any Section or provision hereof.
12. ARBITRATION AND CLASS ACTION WAIVER
THIS SECTION 12 ONLY APPLIES IF YOU RESIDE IN THE UNITED STATES.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
12.1 Informal process first. You and Bron agree that in the event of any dispute between you and Bron, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any arbitration or court action, after first allowing the receiving party thirty (30) days in which to respond. Both you and Bron agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration or court action against the other party.
12.2 Arbitration agreement and class action waiver. After the informal dispute resolution process, and subject to the exceptions in Section 12.5 below, any remaining dispute, controversy, or claim (collectively, “Dispute”) relating in any way to these Wallet Terms, the Services, or Bron’s other services and/or products, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Dispute. You and Bron agree that any Dispute will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) and, if applicable, Mass Arbitration Procedures and Guidelines then in effect (those rules are deemed to be incorporated by reference into this Section, and as of the date of these Wallet Terms). The JAMS Rules and Mass Arbitration Procedures and Guidelines are both available at https://www.jamsadr.com.
12.3 Governing law and other procedures: Because your contract with Bron, these Wallet Terms, and this arbitration agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction.
12.4 NOTICE REGARDING MASS ARBITRATION: In accordance with the JAMS Mass Arbitration Procedures and Guidelines, a “Mass Arbitration” is defined as seventy-five (75) or more similar demands for arbitration filed against the same party or related parties by individual claimants represented by either the same law firm or law firms acting in coordination. For the avoidance of doubt, a Mass Arbitration will be administered in accordance with the JAMS Mass Arbitration Procedures and Guidelines, except as modified by these Wallet Terms. As indicated, the JAMS Mass Arbitration Procedures and Guidelines are available at https://www.jamsadr.com. In a Mass Arbitration, JAMS may designate a process administrator to hear and determine preliminary and administrative matters. The process administrator shall determine such preliminary and administrative matters as may be necessary to ensure the orderly and efficient resolution of the claims brought in the Mass Arbitration, consistent with these Wallet Terms, procedural fairness, and the integrity of the arbitration process. You and Bron agree that (a) the JAMS Mass Arbitration Procedures and Guidelines are intended to facilitate the fair, expeditious, and efficient resolution of Mass Arbitrations, and (b) the focus of these procedures is on leveraging administrative and procedural decision-making to set a procedure for the hearing of the Mass Arbitration claims by the arbitrator(s), consistent with the core arbitration values of efficiency and fairness. The JAMS Mass Arbitration Procedures and Guidelines do not include mandatory mediation or test cases. You and Bron agree that the JAMS Mass Arbitration Procedures and Guidelines do not convert traditional, individual, bilateral arbitrations into representative or class arbitrations. You understand that by agreeing to these Wallet Terms, you and Bron are each waiving the right to trial by jury and agree that you and Bron may bring claims against each other only in an individual capacity, and not as a plaintiff or class member in any purported class proceeding.
12.5 Exceptions. Notwithstanding the foregoing, you and Bron agree that the following types of disputes will be resolved in a court of proper jurisdiction:
- disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and monetary limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding;
- disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or
- intellectual property disputes.
12.6 Costs of arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, Bron will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).
Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules. In that case, you agree to reimburse Bron for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by Bron before the arbitrator was appointed, Bron will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
12.7 Opt-out. You have the right to opt-out and not be bound by the arbitration provision and class action waiver set forth in this Section 12 of these Wallet Terms by sending written notice of your decision to opt-out to [email protected]. The notice must be sent to Bron within thirty (30) days of your agreement to these Wallet Terms; otherwise, you shall be bound to arbitrate disputes in accordance with these Wallet Terms. If you opt out of only the arbitration provision, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provision. If you opt-out of these provisions, Bron also will not be bound by them.
12.8 WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. To the fullest extent permitted by applicable law, you and Bron each agree that any proceeding to resolve any dispute, claim, or controversy under these Wallet Terms will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). You and Bron AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and Bron EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorised by law and consistent with Section 12.5 (Exceptions) above.
IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this Section 12 are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.
13. GOVERNING LAW AND DISPUTE RESOLUTION
13.1 These Wallet Terms will be governed and construed in accordance with the laws of England, without regard to conflict-of-law provisions. Any additional, mandatory consumer rights and protections that you are entitled to under the laws of the country in which you reside will also apply. If you reside in the United States, please refer to Section 12 (Arbitration and Class Action Waiver) above.
13.2 Any claim or dispute between you and us arising in connection with these Wallet Terms shall be subject to the jurisdiction of the courts of England and Wales, or, if you don’t reside in England and Wales, you may bring a claim in your local courts from the country where you reside (for example, if you reside in the European Economic Area). If you reside in the United States, please refer to Section 12 (Arbitration and Class Action Waiver) above.