TERMS OF SERVICE

Last Updated: February 11, 2024

Splitcoin Inc. (“Splitcoin” or “we” or “us” or “our”) makes available to users certain software and hardware services accessible via a mobile device application that reads and writes data via NFC (Near-Field Communication) to a set of Splitcoin NFC tags (“Splitcoins” or “Splitcoin App”), including the Splitcoin app (commonly known as Splitcoin) (the “Splitcoin Application” or “Splitcoin App”). The Splitcoin App enables users to (i) store an encrypted secret key and other data used to recover digital assets across a set of physical Splitcoin NFC tags; (ii) recover an encrypted secret key and other data used to recover digital assets across a set of physical Splitcoin NFC tags; (iii) export encrypted secret keys other data from a set of physical Splitcoin NFC tags to QR codes (iv) import encrypted secret keys other data from a set of QR codes to NFC tags (v) export encrypted secret keys other data from a set of physical Splitcoin NFC tags to a PDF codebook used to recover digital assets (vi) additional functionality as Splitcoin Inc. may add to the App from time to time (collectively the “Services”). Splitcoin Inc. developed these Terms of Service (these “Terms”) to describe the terms that govern your use of all versions of the Splitcoin Application that are used with Splitcoin NFC tags. These terms and additional information about the Splitcoin Application can be found on the Splitcoin website located at https://splitcoin.com.

AGREEMENT TO TERMS

By accessing or using any or all the Services, you expressly acknowledge that (i) you have read and understood these Terms; (ii) you agree to be bound by these Terms; and (iii) you are legally competent to enter into these Terms. If you do not agree to be bound by these Terms or any updates or modifications to these Terms, you may not access or use our Services. WE DO NOT PROVIDE INVESTMENT OR FINANCIAL ADVICE OR CONSULTING SERVICES. WE ARE SOLELY THE PROVIDER OF SPLITCOIN AND WE DO NOT ADVISE OR MAKE RECOMMENDATIONS ABOUT ENGAGING IN DIGITAL ASSET TRANSACTIONS OR OPERATIONS. DECISIONS TO ENGAGE IN TRANSACTIONS OR PERFORM OPERATIONS INVOLVING DIGITAL ASSETS SHOULD BE TAKEN ON YOUR OWN ACCORD

For an explanation on how we collect, use, and disclose information from our users please see our Privacy Policy at https://splitcoin.com/privacy-policy. You acknowledge and agree that your use of the Services is subject to, and that we can collect, use and/or disclose your information (including any personal data you provide to us) in accordance with our Privacy Policy.

UPDATES TO TERMS OR SERVICES

We reserve the right to update or modify these Terms at any time at our sole discretion. If we do so, we’ll let you know by either posting the revised Terms on our website, on our mobile application or through other methods of communication which we deem reasonable. Such revised Terms as posted will take effect immediately, unless otherwise indicated. You should regularly check our website to inform yourself of any such changes and decide whether or not to accept the revised version of these Terms. If you continue to use Splitcoin following any update or modification of the Terms you shall be deemed to have accepted the revised Terms. If you do not agree to the Terms or any update or modification to the Terms, you must cease to access or use our Services. Our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without prior notice, and at our sole discretion.

ELIGIBILITY

You may use the Services if you are 18 years or older and are not barred from using the Services under applicable law. You can only use our Services if permitted under the laws of your jurisdiction. For the avoidance of doubt, you may not use our Services if you are located in, or a citizen or resident of any state, country, territory, or other jurisdiction where your use of our Services would be illegal or otherwise violate any applicable laws. Please make sure that these Terms are in compliance with all laws, rules, and regulations that apply to you. By using Splitcoin, you represent and warrant that you meet all eligibility requirements that we outline in these Terms.

SERVICES

Splitcoin uses our proprietary SPLIT39 protocol, which allows the user to manually encrypt and decrypt their seed phrase using an auto scrolling codebook that is securely displayed in an iOS/Android mobile application. The app communicates with a set of data storage devices such as NFC tags or QR codes that are used to store and retrieve an encrypted key. These are called coins. The key securely stored on your coins unlocks the complete two-way codebook, which contains pages (unique codebooks) for each seed word. The key to the codebook is protected by a secure mode of authenticated encryption, AES-256-GCM, which is virtually impenetrable by bruteforce. Each coin stores an encrypted key shard. To reconstruct the key, all encrypted key shards must first be decrypted with the user’s password. Splitcoin was designed to comply with seed phrase storage best practices: never share your seed phrase with anyone, never store your seed phrase online, and never enter your seed phrase into a device that is not a hardware wallet. There are two main processes in the software: Create Vault and Open Vault. Create Vault performs NFC write functions via the mobile application to store an encrypted, key shard on each physical Splitcoin within the coin set. These key shards are combined into a key that unlocks a unique codebook of word/code pairs that the user will use to encrypt their seed phrase by hand. Open Vault retrieves these key shards by performing NFC or QR read functions via the mobile application. These key shards are combined into a key that unlocks a unique codebook of code/word pairs that the user will use to decrypt their encrypted seed phrase by hand. The app will never have any knowledge of the user’s seed phrase or ask for it. You are solely in control of and responsible for your passwords, seed phrases, and private keys and accordingly managing the secure storage of your physical Splitcoin NFC tags. You expressly acknowledge and agree that as Splitcoin is a self-custodial, offline, distributed data storage solution, you are always solely responsible for your activity and any risk of loss.

Splitcoin allows you to:

store an encrypted secret key and other data used to recover digital assets across a set of physical Splitcoin NFC tags;
recover an encrypted secret key and other data used to recover digital assets across a set of physical Splitcoin NFC tags;
export encrypted secret keys and other data from a set of physical Splitcoin NFC tags to QR codes;
import encrypted secret keys and other data from a set of QR codes to NFC tags;
export encrypted secret keys and other data from a set of physical Splitcoin NFC tags to a PDF codebook used to recover digital assets;
additional functionality as Splitcoin Inc. may add to the App from time to time (collectively the “Services”)

Data Backup Capabilities

You are solely responsible for the retention and security of your seed phrase or custom data. You must keep your Splitcoin NFC tags, and the data stored on them secure. It is very important that you backup your data stored on your Splitcoins using various methods. The mobile application provides various backup options such as making copies of your coins, exporting your coins to QR codes, and exporting your codebook to a PDF. You acknowledge and agree that we do not receive or store your password, seed phrase, or custom secret stored on your Splitcoins. We cannot generate a new password for your coin set if you fail to remember your original password. If you have not safely stored a backup of your Splitcoin NFC tags, password, and encrypted seed phrase, you accept and acknowledge that any Digital Assets you have associated with a wallet address unlocked by such seed phrase will become inaccessible. We shall have no responsibility or liability whatsoever in the event you are unable to access your wallet for any reason including without limitation your failure to keep your Splitcoin NFC tags, password, or encrypted seed phrase secure.

Self-Custodial Private Key Management

For any Digital Asset transaction to be completed, it must be confirmed and recorded in the Digital Asset’s associated public blockchain. Such networks are decentralized, peer-to-peer networks supported by independent third parties, which we do not own, control, or operate. We have no control over the blockchain networks and, therefore, cannot and do not ensure that any transaction details that you submit using a third-party wallet where the associated private key is backed up via our Services will be confirmed and processed. We have no control over the digital assets you are managing. Splitcoin is a non-custodial, offline, distributed data storage solution. We do not have access to any of your digital assets. We do not have access to any digital asset transactions that you may be using with third party wallet software. By using Splitcoin, you acknowledge and agree that: (i) we do not have the ability to cancel or otherwise modify your cryptocurrency transactions; (ii) we do not store, send, or receive Digital Assets; and (iii) any transfer that occurs in relation to any Digital Asset occurs on the relevant blockchain network and not on a network owned by us and therefore we do not guarantee the transfer of title or right in any Digital Asset.

Accuracy of Information Provided by User

You represent and warrant that any information you provide via the Services is accurate and complete. You accept and acknowledge that we are not responsible for any errors or omissions that you make in connection with any seed phrase or custom secret storage process initiated via the Services. We strongly encourage you to confirm that there were no errors and omissions when using the Services to store your data on your coin set. This can be confirmed by using the Services to recover your data on your coin set.

DATA STORAGE AND SECURITY

You never enter your seed phrase into the Splitcoin App to use Splitcoin. You acknowledge and agree that you shall assume all risks related to the use of the Services and you shall be solely responsible for maintaining the confidentiality and security of your seed phrase. When you create a coin set, you are strongly advised to take precautions to avoid loss of access to and/or control over your data. Suggested measures include, but are not limited to, the following: (a) creating a strong unique password that you do not use for any other purpose (i.e. different to your phone password or any other passwords you use for websites, online services, etc.) (b) do not store the seed phrase in plain text online or in an unsecured physical location; (c) limiting access to your Splitcoin NFC tags; (d) taking all necessary precautions against malware on your devices and networks; and (e) making backup coin sets in case of damage, theft, or loss of one or more Splitcoin NFC tags. We shall have no liability whatsoever in connection with activities that occur on your smartphone or Splitcoin NFC tags with or without your authorization. We do not have access to your Splitcoin NFC tags, or the data stored on your Splitcoin NFC tags. We do not have access to the location of your Splitcoin NFC tag or any of the data stored on your Splitcoin NFC tags. Accordingly, we assume no liability for any action regarding any data storage using your Splitcoin NFC tags. You further acknowledge and agree it is your sole responsibility to carry out all necessary due diligence for all your activities relating to data storage for your seed phrase or custom secret. You represent and warrant that you have not and are not relying on, and shall have no remedies, in respect of any statement or representation made by us in relation to any management of your coin sets or data stored on your coin sets. If you have a dispute in relation to the security or storage of your data at the time of using the Splitcoin application or in relation to challenges recovering your secret, including loss, damage, theft, or any hinderance of seed phrase recovery that would result in loss of Digital Assets or other valuable data, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE, YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

EXPORT CONTROLS COMPLIANCE

Export Controls and Sanctions

The Splitcoin NFC tags (hardware) and associated software (mobile app) are subject to U.S. export control laws and regulations, including but not limited to the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce's Bureau of Industry and Security (BIS) and sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC).

Prohibited Destinations and Users

Our products and services may not be sold to, used by, or exported, re-exported, or transferred to: (a) any person listed on a U.S. government restrictive trade list, including, without limitation, the Department of Commerce’s Entity List, Department of the Treasury’s list of Specially Designated Nationals and Blocked Persons, and similar lists; (b) any destination subject to a comprehensive U.S. embargo, currently including Cuba, Iran, North Korea, Syria, and certain regions of Ukraine including Crimea, Donetsk People’s Republic (DPR), and Luhansk People’s Republic (LPR); (c) other high-risk jurisdictions, as identified by Splitcoin Inc., currently including Russia and Belarus; and (d) any other person to whom such sale, use, export, reexport, or transfer would be prohibited under applicable law.

User Responsibilities

As a user of Splitcoin products and services, you are responsible for ensuring that your use of our products and services complies with all applicable laws and regulations, including U.S. export controls and sanctions. You must not export, re-export or transfer our products to prohibited destinations or persons and you are responsible for conducting appropriate due diligence to ensure that any such export, re-export, or transfer is lawful.

Due Diligence and Screening

Splitcoin Inc. conducts due diligence to prevent unauthorized use of its products and services. This includes screening transactions against lists of restricted or prohibited destinations and parties. We reserve the right to refuse service, cancel transactions, and/or terminate accounts that we suspect may violate applicable export controls or sanctions laws.

No Liability for Unauthorized Use

Splitcoin Inc. is not liable for the unauthorized use of its products or services in violation of any applicable laws or regulations, including export controls and sanctions. You agree to indemnify Splitcoin Inc. against any claims, damages, penalties, fines, or other legal or administrative actions resulting from such unauthorized use related to your purchase, use, or other dealing with Splitcoin products and services.

User Acknowledgement

By using Splitcoin products and services, you acknowledge and agree to comply with all applicable export controls and sanctions laws and regulations as they pertain to your purchase, use, export, re-export, or transfer of our products and services.

PAYMENT AND FEES

Right of Withdrawal
You have the right to withdraw from your purchase within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day on which you, or a third party other than the carrier and indicated by you, acquires physical possession of the Splitcoin NFC tags. To exercise the right of withdrawal, you must inform us of your decision to withdraw from this contract by email at hello@splitcoin.com. You may use the provided model withdrawal form, but it is not obligatory. Please note that the right of withdrawal does not apply if the Splitcoin NFC tags have already been used to permanently store data on them, as the product is no longer usable after its return.

Returns Policy
We accept returns of the Splitcoin NFC tags within 14 days of receipt, provided the tags are unused and in their original condition. If the tags have already been used to permanently store data, they are not eligible for return due to the nature of the product. To initiate a return, please contact us at hello@splitcoin.com with your order details. Refunds will be processed in the same form of payment originally used for purchase.

THIRD PARTY SERVICES AND CONTENT

In no event shall a description or reference to a third party’s product or service (including, but not limited to providing a description or reference via hyperlink) be construed as an endorsement or promotion of such third-party products or services by us. We retain the exclusive right to add to, modify, or cancel the availability of any third-party service. We will have no responsibility for Third-Party Content including, but not limited to wallet importing, password management, cloud services, and/or sales. If, to the extent permitted by Splitcoin, you grant express permission to a third-party to access or connect to your Splitcoin NFC tags through the third-party product or service or through the Splitcoin Application or store any data on your coin set outside of the Services on a third-party service, you acknowledge that granting permission to a third-party to take specific actions on your behalf does not relieve you of any of your responsibilities under these Terms. You are fully responsible for all acts or omissions of any third-party with access to your Splitcoin NFC tags, passwords, secret keys, and seed phrases.

INTELLECTUAL PROPERTY

Content

Splitcoin may contain copyrighted material and trademarks including, but not limited to, text and graphics (the “Content”), which is protected by copyright law, registered, and unregistered trademarks, and other intellectual property rights. Unless otherwise provided, we exclusively own the Content. Your use of Splitcoin does not grant you any right, title, or interest in the Content. You agree that you will not copy, reproduce, modify, republish, upload, post, transmit, distribute, collect, sell, license, reverse engineer, create derivative works from, or, in any other way, whether manual or automated, exploit any of the Content, in whole or in part.

Certain Restrictions

By accessing the Services, you agree not to: (a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Software, Services or Splitcoin Content, or any portion thereof, including on a service bureau or equivalent basis; (b) frame or enclose any trademark, logo, or other Splitcoin Content, (including images, text, page layout or form); 2 (c) use any metatags or other “hidden text” using Splitcoin name or trademarks; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services or Software (except to the extent this restriction is expressly prohibited by applicable law); (e) use any manual or automated software, devices or other processes (including spiders or other data mining tools) to “scrape” or download data from any web pages in the Site (except that we grant operators of public search engines revocable permission to do so for the sole purpose of creating publicly available searchable indices (but not caches or archives) of such content; (f) access the Site, Services, or Software in order to build a similar or competitive Site, Services, or Software; (g) copy, reproduce, distribute, republish, download, display, post or transmit any Splitcoin Content except as expressly permitted herein; and (h) remove or destroy any copyright notices or other proprietary markings contained on or in the Services or Splitcoin Content. Splitcoin, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Services terminates the licenses granted by Splitcoin herein.

Unauthorized copying of Splitcoin Software, Content, or Services via any medium is strictly prohibited. All Software, Content, and Services are proprietary and confidential, are the property of Splitcoin Inc., and are protected by U.S. and international copyright laws. You may not copy, reproduce, distribute, transmit, modify, create derivative works, or in any other way exploit any part of copyrighted material without the prior written permission from Splitcoin Inc.

Disclaimer

EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE MATERIALS ON THE WEB SITE ARE PROVIDED "AS IS", ARE EXPERIMENTAL, AND ARE FOR COMMERCIAL USE ONLY, AND WE HEREBY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

Feedback

From time to time, you may choose to submit feedback to us. We may, in connection with the Splitcoin App, freely use, copy, disclose, license, distribute and exploit any feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No feedback will be considered your Confidential Information, and nothing in this Agreement limits our right to independently use, develop, evaluate, or market products or services, whether incorporating feedback or otherwise.

YOUR USE OF SPLITCOIN

You agree that you will not violate any laws when using our Services. This includes any local, provincial, state, federal, national, or international laws that may apply to you. You agree that you will not use our Services to pay for, support, or otherwise engage in any illegal activities including, but not limited to, illegal or otherwise prohibited trade, illegal gambling, fraud, money laundering, or terrorist activities. You further agree that: (i) you will not encourage or induce any third party to engage in any of the activities prohibited under this Section; (ii) you will not impersonate someone or use or attempt to recover another person’s data stored on their set of Splitcoins without authorization or use our Services in any manner that could interfere, disrupt, negatively affect, or inhibit other users; (iii) you will not distribute any virus or other harmful computer code through a set of Splitcoins; (iv) you will not take any action that may impose an unreasonable or disproportionately large load on our or any of our third party providers’ infrastructure; (v) you will not reverse engineer or bypass, circumvent, or attempt to bypass or circumvent any measures that we may use to prevent or restrict access to the Services including, without limitation, other accounts, data storage devices, computer systems, or networks connected to the Services; and (vi) you will not violate, misappropriate or infringe the rights of Splitcoin, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights. Although we have no ability to monitor any data entered into the app or stored on a coin set, we have absolute discretion to take any necessary actions any time and for any reason without notice in the event you breach these Terms. Any use of Splitcoin other than as specifically authorized in these Terms, without our prior written permission, is strictly prohibited and we shall have the right to terminate your license to use Splitcoin immediately without notice. You acknowledge and accept that by using the Services, you may be exposed to content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any user content, including any loss or damage to any of your user content.

LIMITATION OF LIABILITY & DISCLAIMER OF WARRANTIES

You acknowledge and agree that we have no control over, and no duty to take any action regarding: (i) failures, disruptions, errors, or delays that you may experience while using the Services; (ii) the risk of failure of hardware, software, and Internet connections; (iii) the risk that third parties may obtain unauthorized access to secret key stored on your coin set or the unique two-way codebook that is generated from it (v) the risk of unknown vulnerabilities in or unanticipated changes to the applicable blockchain networks of which you may use Splitcoin to store your private keys as a backup access mechanism to Digital Assets of such blockchain networks. You release us from all liability related to any losses, damages, or claims arising from: (a) user error such as forgotten passwords, incorrectly constructed transactions, or mistyped Digital Asset addresses; (b) server failure or data loss; (c) unauthorized access to your coins; (d) bugs or other errors in the Splitcoin software; and (e) any unauthorized third party activities, including, but not limited to, the use of viruses, phishing, brute forcing, or other means of attack against Splitcoin. We make no representations concerning any Third-Party Content contained in or accessed through our Services. Any other terms, conditions, warranties, or representations associated with such content, are solely between you and such organizations and/or individuals.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OR OUR AFFILIATES, OR ANY OF OUR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY DIRECT DAMAGES OR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS) WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF YOUR ACCESS OR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO: ANY UNAUTHORIZED USE OF YOUR WALLET ADDRESS AND/OR PRIVATE KEY DUE TO YOUR FAILURE TO MAINTAIN THE CONFIDENTIALITY OF YOUR WALLET, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT ARE FOUND IN THE SPLITCOIN SOFTWARE OR THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE OF ORIGINATION); ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; HUMAN ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT PARTICIPATION IN OUR SERVICES); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS OUR WEBSITE, SPLITCOIN OR THE SERVICES OR ANY OTHER WEBSITE; THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF; OR ANY OTHER MATTER RELATING TO THE WEBSITE, SPLITCOIN APPLICATION OR ANY OTHER ASPECT OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($USD100.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.

Warranty Disclaimer

SPLITCOIN IS PROVIDED "AS IS" AND “AS AVAILABLE”, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND UNDERLYING SOFTWARE OR ANY ASPECT OF THE INFORMATION, CONTENT, OR THE SERVICES, WHETHER PROVIDED OR OWNED BY US, OR BY ANY THIRD PARTY OR CONTAINED IN ANY THIRD PARTY MATERIALS OR ON ANY THIRD PARTY WEBSITES ACCESSIBLE OR LINKED TO OUR WEBSITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION, WE DO NOT REPRESENT OR WARRANT THAT THE CONTENT ACCESSIBLE VIA THE SERVICES IS ACCURATE, COMPLETE, AVAILABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. WE DO NOT MAKE ANY REPRESENTATIONS OR GIVE WARRANTIES THAT THE ACCESS TO SPLITCOIN OR USE OF THE SERVICES AND THE FUNCTIONALITY THEREOF WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY OR ERROR-FREE. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.

INDEMNITY

To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless us, our affiliates, and our respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors, from and against any and all claims, damages, obligations, losses, liabilities, tort, costs or debt, and expenses (including, but not limited to, attorney’s fees) arising from: (a) your use of and access to the Services; (b) any feedback or submissions you provide to us concerning Splitcoin; (c) violation of any Third Party Content (d) your violation of the Terms; or (e) your violation of any law, rule, or regulation, or the rights of any third party.

TIME LIMITATION ON CLAIMS

You agree that any claim you may have arisen out of or related to your relationship with us must be filed within one year after such claim arises, otherwise, your claim is permanently barred.

GOVERNING LAW

No matter where you’re located, the laws of the State of California will govern these Terms and the parties’ relationship as if you signed these Terms in California, without regard to California’s conflicts of laws rules. If any provisions of these Terms are inconsistent with any applicable law, those provisions will be superseded or modified only to the extent such provisions are inconsistent. The parties agree to submit to the federal or state courts in California for exclusive jurisdiction of any dispute arising out of or related to your use of the Services or your breach of these Terms. You waive any objection based on lack of personal jurisdiction, place of residence, improper venue, or forum non conveniens in any such action.

NOTE TO INTERNATIONAL USERS

If you are a user accessing or using our Services from a region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that we do not collect or process your personal data, except as provided for in our Privacy Policy.

TERMINATION

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. In the event of termination concerning your license to use Splitcoin, your obligations under this Agreement will still continue. As Services are self-custodial, your access to your data is still in your control only. Your data is only stored on your physical Splitcoin NFC tags, with seed phrase recovery also relying on access to your password and encrypted seed phrase that you record on your own storage mediums. Your data is never stored server side or by the Splitcoin app in any way. You further acknowledge and agree it is your sole responsibility to carry out all necessary due diligence for all your activities relating to data storage for your seed phrase or custom secret. Should your access to Services be terminated, you represent and warrant that you have not and are not relying on, and shall have no remedies, in respect of any statement or representation made by us in relation to any management of your coin sets or data stored on your coin sets.

DISCONTINUANCE OF SERVICES

We may, in our sole discretion and without cost to you, with or without prior notice, and at any time, modify or discontinue, temporarily or permanently, any portion of our Services. You are solely responsible for storing outside of the Services a backup of your seed phrase or use the Splitcoin app to export a PDF of your codebook, which remove all dependency on future use of the Services to recover your seed phrase. Maintaining a secondary external backup of any wallet address and private key pairs associated with your wallet will allow you to access the blockchain network upon which your seed phrase stored on your coin set is secured. Such data redundancy using other methods will allow you to fully restore your wallet at any time without cost or loss of your Digital Assets. If you do not maintain a backup of your data outside of the Services or use the Services to create a PDF codebook needed to eliminate dependency on the Services, you will not be able to access the seed phrase associated with your wallet. Splitcoin shall not be held responsible or liable for any loss of Digital Assets if we discontinue all or any part of the Services. Following discontinuance, Splitcoin Inc. would have the sole discretion to make all source code available for the Splitcoin application open source under a copyleft license so that users could use a third-party application to recover data originally stored on a coin set using the Services.

NO WAIVER

Our failure to exercise or delay in exercising any right, power, or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of us. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

SEVERABILITY

If it turns out that any part of this Agreement is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term shall not affect or impair the validity or enforceability of any remaining part of that term, clause or provision or any other terms, clauses, or provisions of these Terms.

ARBITRATION & WAIVER OF CLASS ACTION

The parties agree to arbitrate any dispute arising from this Agreement or your use of the Services on an individual basis. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. THE PARTIES HEREBY EXPRESSLY WAIVE TRIAL BY JURY. The parties agree that: (a) any arbitration will occur in Los Angeles, California; and (b) the arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of American Arbitration Association for arbitration of consumer-related disputes, in the English language, and with limited discovery. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available to a court or other tribunal. THE PREVAILING PARTY IN ANY ACTION OR PROCEEDING TO ENFORCE THESE TERMS SHALL BE ENTITLED TO COSTS AND ATTORNEYS' FEES. THE ARBITRAL DECISION MAY BE ENFORCED IN ANY COURT. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND SPLITCOIN WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION OR PROCEEDING.

FORCE MAJEURE

We shall not be held liable for any delays, failure in performance, or interruptions of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to: any delay or failure due to any acts of God, acts of civil or military authorities, acts of terrorism, civil or industrial disturbances, blockages, embargoes, war, strikes or other labor disputes, fire, earthquakes, storms or other nature-related events, interruption in electrical telecommunications or Internet services or network provider services, failure of hardware equipment and/or software or other utility failures, malware, mobile application bugs or weaknesses, web application bugs or weaknesses, technological changes, and, for the avoidance of doubt, changes to any blockchain-related protocol, other catastrophe, or any other occurrences which are beyond our reasonable control, and shall not affect the validity and enforceability of any remaining provisions. If we are unable to perform our Services outlined in the Terms due to factors beyond our control, including, but not limited to, the aforementioned force majeure events or changes in applicable laws and/or sanctions policies, we shall not be liable for the Services provided under these Terms during the time period coincident with the event in question.

ASSIGNMENT

You agree that we may assign any of our rights and/or transfer, sub-contract, or delegate any of our obligations under these Terms without any notice or consent from you. These Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Your agreement to these Terms is personal to you and you may not transfer or assign it to any third party.

NO THIRD-PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to the Terms.

ENTIRE AGREEMENT

This Agreement sets forth the entire understanding and agreement as to the subject matter hereof and supersedes any and all prior discussions, agreements, and understandings of any kind (including, without limitation, any prior versions of the Terms) and every nature between us. Except as provided for above, any modification to these Terms must be in writing and must be signed by both parties.

NOTICES

Any notices or other communications provided by us under these Terms, including those regarding modifications to it will be given by posting to the Services and/or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures that we provide in connection with your account and your use of the Services.

QUESTIONS OR COMMENTS

If you have any questions relating to these Terms, your rights and obligations arising from these Terms and/or your use of Splitcoin and our Services or any other matter please send us a message on our contact page at hello@splitcoin.com.