Terms of Service

Welcome to Global Wallet, a product, service, and/or app developed and made available by Cube, Inc. (the "Services"), a Delaware corporation ("Cube," "we," "our," or "us"). Our goal is to offer an interface and software development kit ("SDK") that allows users to generate a digital asset wallet upon request. Please read on to learn the rules and restrictions that govern your use of the Services and your relationship with Cube, Inc.

Please read these Terms of Service ("Terms") and our current Privacy Policy carefully. By using the Services, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree completely to these Terms or our Privacy Policy, do not use the Services.

1. Eligibility

1.1 You must be at least the age of majority in your jurisdiction to access or use the Services. By accessing or using the Services, you represent that you are at least the age of majority (e.g., 18 years of age in most jurisdictions) and have the full right, power, and authority to enter and comply with these Terms. If you access or use the Services on behalf of a legal entity, (a) all references to "you" throughout these Terms will include that entity, (b) you represent that you are authorized to accept these Terms on that entity"'s behalf, and (c) in the event you or the entity violates these Terms, the entity agrees to be responsible to us.

1.2 COPPA. The Children"'s Online Privacy Protection Act ("COPPA") requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen (13). We do not knowingly collect or solicit personally identifiable information from children under sixteen (16). If you are a child under sixteen (16), please do not attempt to register for or otherwise use the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under sixteen (16), we will delete that information as quickly as possible. If you believe that a child under sixteen (16) may have provided us with personal information, please contact us at [email protected]

1.3 You further represent that you are not (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) or (b) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States.

2. Intellectual Property Ownership

2.1 You acknowledge and agree that we own all legal right, title and interest in the Services, including but not limited to any and all related software, text, images, all trademarks, service marks, and trade names ("Cube Materials"). You acknowledge that Cube Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property registrations and common law, proprietary rights, and other applicable laws.

2.2 Subject to your compliance with these Terms, we provide you a limited, personal, non-exclusive, non-transferable, non-assignable, fully revocable license to use the Services for your individual use. This license is effective until terminated. We may terminate or suspend any or all portions or features of the Global Wallet at any time and for any reason or for no reason with no liability to you. This license does not give you any ownership rights in the Cube Materials.

3. Privacy

3.1 When you apply to use the Services, and specifically when you are setting up your Global Wallet account, you will come in through a web browser, either in desktop or mobile form, and you will use your gmail, another email, or a digital asset wallet; therefore, those service providers"' terms and conditions, and privacy policies, will apply. You will then be directed to privy.io, a third party service provider, for authentication. All information collected through privy.io is governed by Privy"'s Privacy Policy, and is not collected or stored by us. However, we will be able to access the authenticated account information about you as a user, such as the email or wallet address you signed up with, via the Privy Dashboard and API that Privy shares with us.

3.2 After you have set up a Global Wallet account using Privy, you will be in complete control of your wallet and any transactions you conduct onchain; we will not buy, sell, exchange digital assets for you, or interact on your behalf with other global wallet users or third parties. We will have your Global Wallet digital asset wallet address, but we will not store any information for you about any transactions you make using your Global Wallet. Records of these transactions will be publicly available onchain. Please refer to our Privacy Policy for information on how we collect, use, and store your information.

4. Prohibited Conduct and Content

4.1 You agree not to engage in any of the following conduct (each a "Prohibited Activity") with respect to the Services:

(i) Any activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks;

(ii) Any activity that seeks circumvent the Terms or interfere with the Services;

(iii) Any activity to defraud any person or entity, including but not limited to providing any false, inaccurate, or misleading information, including but not limited to in conjunction with unlawfully obtaining the property of another;

(iv) Any activity that violates any applicable law, rule, or regulation concerning the trading of securities, derivatives, or commodities; and

(v) Any activity to violate any other applicable law, contract, intellectual property right or other third-party right or commit a tort.

4.2 If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your access to the Services.

5. Termination

5.1 We may, at any time and at our sole discretion, suspend, terminate, deactivate, and delete your access to all or any part of the Services with or without notice to you for any reason or for no reason at all, including without limitation if: (i) you breach any provision of these Terms; (ii) you infringe any intellectual property rights; or (iii) you in engage in any Prohibited Activity.

5.2 The following Sections of these Terms will survive termination of this agreement or discontinuation of your access to any part of the Services: Section 8 (Disclaimer and No Warranties), Section 9 (Indemnification), Section 10 (Limitation of Liability), Section 13 (Dispute Resolution and Binding Arbitration), and Section 16 (Feedback).

6. Non-Custodial and No Fiduciary Duties

6.1 Any Services offered by us are non-custodial, meaning you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold. These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated.

7. Non-Solicitation and No Professional Advice

7.1 You agree and understand that transactions you make using your Global Wallet are considered unsolicited and are not facilitated or controlled by us, which means that you have not received any investment advice from us in connection with any transactions.

7.2 You agree and understand that any information provided that may be provided by us in connection with promoting the Services is for informational purposes only and should not be construed as legal, financial, or tax advice. You should not take, or refrain from taking, any action based on any information provided by us. You, and you alone, will be in control of, and responsible for, your transactions.

8. Disclaimers and No Warranties

8.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THAT ACCESS TO THE SERVICES IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING ANY PART OF THE SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR SECURE; THAT THE INFORMATION WE PROVIDE WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; OR THAT THE SERVICES WILL BE FREE FROM ERRORS, DEFECTS, VIRUSES, OR OTHER HARMFUL ELEMENTS.

8.2 YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OR ONCHAIN, YOU AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY.

8.3 WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF ANY BLOCKCHAIN NETWORK OR ANY DIGITAL ASSET WALLET OR OTHER ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (i) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED WALLET FILES; OR (iv) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, BLOCKCHAIN NETWORK, OR ANY DIGITAL ASSET WALLET OR OTHER ELECTRONIC WALLET.

8.4 WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF ANY BLOCKCHAIN NETWORK OR ANY DIGITAL ASSET WALLET OR OTHER ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE BLOCKCHAIN NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

9. Indemnification

9.1 To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Cube, Inc. and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the "Cube Parties") from and against any losses, liabilities, claims, demands, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of the Services (b) your violation of these Terms; (c) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (d) your conduct in connection with the Services. You agree to promptly notify the Cube Parties of any third-party Claims, cooperate with the Cube Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys"' fees). You also agree that the Cube Parties will have control of the defense or settlement, at the Cube Parties"' sole option, of any third-party Claims.

10. Limitation of Liability

10.1 To the fullest extent permitted by applicable law, the Cube Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if the Cube Parties have been advised of the possibility of such damages.

10.2 The total liability of the Cube Parties for any claim arising out of or relating to these Terms, regardless of the form of the action, is limited to the amount paid by you to the Cube Parties to use the Services.

10.3 The limitations set forth in this Section 10 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of the Cube Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, if the above limitations or exclusions do not apply to you, we will honor that.

11. Changes to these Terms

11.1 We may update, amend, alter, or modify these Terms in the future. You agree that we may make changes to these Terms at any time and for any reason at our sole discretion. If we make material changes to these Terms, we will give you the opportunity to review the changes that supersede and replace these Terms, by posting a "last updated" date on the replacement Terms. Your continued access or use of the Services after changes to these Terms will mean that you accept any and all of such changes. If you do not agree to the amended Terms, you must stop using the Services.

12. Changes to the Services

12.1 We may update, amend, alter, change, or stop the Services, from time to time without prior notice to you.

12.2 We do not have any maintenance, update, or support obligations with respect to the Services. You agree that our updates to the Services may change the requirements necessary to use the Services, and you agree that in such an event you are responsible for any necessary actions, including but not limited to updating software or hardware to access and use the Services.

12.3 We are not responsible for any loss or harm related to your inability to access or use the Services.

13. Dispute Resolution and Binding Arbitration

13.1 Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Cube, Inc. and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.

13.2 No Representative Actions. You agree that any dispute arising out of or related to these Terms or our Services is personal to you and Cube, Inc. and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

13.3 Arbitration of Disputes. Except for disputes in which you or Cube, inc. seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, we both waive our rights to a jury trial and to have any other dispute arising out of or related to these Terms, including claims related to privacy and data security, (collectively, "Disputes") resolved in court. Instead, for any Dispute that you have against Cube, Inc., you agree to first contact us and attempt to resolve the claim informally by sending a written notice of your claim ("Notice") by email at [email protected]. The Notice must (a) include your name, residence address, email address, and telephone number, so that we may respond to you; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If we cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to confidential, binding arbitration. The arbitration shall be conducted in the State of Florida by a single arbitrator pursuant to the Rules of the American Arbitration Association ("AAA"). We both agree that these Terms affect interstate commerce and that the enforceability of this Section 13 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual"'s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

13.4 You and Cube Labs agree that for any arbitration you initiate, you will pay the initiation fee and arbitrator appointment fee, and Cube, Inc. will pay the remaining AAA fees and costs. For any arbitration initiated by Cube, Inc., we will pay all AAA fees and costs. We both agree that the state or federal courts of the State of Florida shall have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

13.5 Any dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that neither you nor Cube, Inc. will have the right to assert the claim.

13.6 You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 13 by using the Services. To do so, you must contact Cube, Inc. at [email protected]. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 14.

13.7 If any portion of this Section 13 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 13 or the parties"' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 13; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 13 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 13 will be enforceable.

14. Governing Law and Venue

14.1 Any dispute arising from these Terms will be governed by and construed and enforced in accordance with the laws of the State of Delaware, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration will be resolved in the courts of the State of Florida or federal courts located in the State of Florida.

15. Severability

15.1 If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

16. Feedback

16.1 You may voluntarily post, submit or otherwise communicate to us, including through third party channels (e.g., Discord), any questions, comments, suggestions, ideas, original or creative materials or other information about the Services (collectively, "Feedback"). By posting or submitting any Feedback to us, you hereby irrevocably grant to Cube, Inc. a worldwide, perpetual, irrevocable, royalty-free, and fully sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Feedback (in whole or in part) in any media and to incorporate the Feedback into other works in any format or medium now known or later developed. You understand that we may treat Feedback as public and not confidential.

17. Miscellaneous

17.1 The failure of Cube, Inc. to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word "including" will be interpreted to mean "including without limitation" or "including but not limited to." Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.