Terms of Service

Last Updated: August 16, 2022 

IMPORTANT: These Terms contain an Arbitration provision in Section 26.4 which, if applicable to you, will, with limited exception, require you to submit disputes you have against Unchained to binding and final arbitration. THIS INCLUDES WAIVING YOUR RIGHT TO A JURY TRIAL. You will only be permitted to pursue claims against Unchained on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

Welcome to Unchained Capital. Unchained Capital offers software to create bitcoin digital vaults (collectively, “Vaults”) and tools, products, and services related to Vaults (collectively, “Vault Services”). Unchained Capital also offers loans to individuals and businesses (collectively, “Borrowers”) who provide bitcoin as collateral (the “Bitcoin Secured Loans”) as well as the ability to purchase bitcoin from Unchained Capital and sell bitcoin to Unchained Capital (the “Trading Desk Services”). The websites at “www.unchained.com” and at “my.unchained.com” (the “Site”), the Vaults, the Vault Services, the Bitcoin Secured Loans, the Trading Desk Services, and the various other related services, features, functions, products, software, applications, websites and networks (together with the Site, collectively, the “Unchained Services”) are provided and operated, and are being made available to you, your organization (the “Organization”) and the other users of any of the Unchained Services (collectively, “Users”) by Unchained Capital, Inc., along with any of its affiliates, subsidiaries, successors, and assigns (collectively, “Unchained Capital” or “Unchained”). All defined terms used herein shall have the meanings prescribed to these terms in these Terms of Service. In the case of an Organization, any references to “you” herein refer to both you as an individual user of the Unchained Services, as well as the Organization to which the account is registered.

These terms of Service (“Terms”) govern your use of the site and the other Unchained Services. If you are agreeing to these terms on behalf of your organization, references to “you” or “your” shall mean you, your organization and any other user accessing and using the services on behalf of such organization. By clicking “I Agree”, downloading, using, configuring or accessing the site or any of the other Unchained Services or applying or receiving a bitcoin secured loan or otherwise signifying your acceptance of these terms, you represent and warrant that (a) you are authorized to enter these terms of service for and on behalf of yourself (and your organization), and are doing so, (b) you (and your organization) can legally enter into these terms and (c) you have read and understand and agree that you (and your organization) shall be bound by these terms of service and unchained’s Privacy Policy (https://www.unchained.com/privacy) (the “Privacy Policy”) and all modifications and additions provided for. if you do not agree to these terms of service or the privacy policy, please do not use any of the Unchained Services.

1. ELIGIBILITY

To access and use the Site and the other Unchained Services, you must be at least 18 years of age. By applying for any of the Unchained Services, providing a key to a Vault, clicking the “I Agree” button or by downloading, installing or otherwise accessing or using any of the Unchained Services, you represent that:

You are at least 18 years old (in the case of a natural person) and legally able to form a binding contract with Unchained;

You are a citizen and an official resident of the country and state or province that you listed (or will list) in connection with your application for any Unchained Services;

You satisfy the eligibility requirements and have not been previously suspended or removed from the Site or any of the other Unchained Services or prohibited from applying for, receiving or holding a key for a Bitcoin Secured Loan or Vault;

Neither you, anyone for whom you are an agent or nominee, your Organization, nor anyone who controls your Organization(s) are(i) the target of any laws administered by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or any other governmental entity imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”), or (ii) located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by OFAC or any other governmental entity;

Your use of the Unchained Services is legal in your local jurisdiction, and you are not and will not use Unchained Services if such use is prohibited or otherwise violates the laws of the country, state, province, or other jurisdiction in which you reside or of which you are a citizen; and

You will comply with these terms and all applicable local, state, national and international laws, rules and regulations.

2. PRIVACY

Your privacy is important to Unchained. Our goal is to make the Unchained Services as good, useful and rewarding for you as possible. In order to do that, Unchained may collect and process information from you when you use any of the Unchained Services, apply for, receive or hold a key for any Bitcoin Secured Loan or Vault. Unchained will collect certain personally identifiable information from you as set forth in more detail in our Privacy Policy. By applying for or using any of the Unchained Services, you agree that Unchained may collect, use and disclose, as set forth in the Privacy Policy, the information you provide during your application for, access to, or use of any of the Unchained Services.

It is important to know that Unchained will never sell or rent your personal information to third parties.

3. ACCESS AND USE RIGHTS; UNAUTHORIZED USE

3.1 ACCESS AND USE RIGHTS.

Subject to your compliance with all the terms and conditions set out in these Terms, Unchained hereby grants to you a limited, non-exclusive, non-transferable, freely revocable right to access and use the Site and the other Unchained Services to the extent and in accordance with these Terms.

3.2 PREVENTION OF UNAUTHORIZED USE.

Unchained reserves the right to exercise whatever means it deems necessary to prevent any unauthorized (a) use of any of the Unchained Services or (b) application for, and receipt of, any Bitcoin Secured Loans, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.

4. ACCOUNTS

4.1 REGISTRATION.

To apply for or use any of the Unchained Services, you must register and create an account (an “Account”). You must be a resident of one of the Loan Authorized States to apply for a Bitcoin Secured Loan or one of the Trading Desk Authorized States to use Trading Desk Services. If you have any questions or concerns about whether you are located in a state in which we can provide Bitcoin Secured Loans or Trading Desk Services, please contact us at hello@unchained.com.

To create and use an Account, you may have to provide us with certain information, such as name, date of birth, social security number, business name, email address, mailing address, messaging service ID and phone number and such other personal information as may be requested during the registration and account creation process. We may also request a copy of your government-issued identification.

Except where authorized by Unchained, you may not register for more than one Account, register for an Account on behalf of an individual other than yourself, operate an Account on behalf of or for the benefit of any person who is not eligible to register for or operate an Account in their own name, or register for an Account on behalf of any group or entity other than your Organization.

In registering and creating an Account, you agree to (1) provide true, accurate, current, and complete information about yourself, and, if applicable, your Organization, as prompted during the registration and account creation process “Registration Data”), and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete at all times. You are responsible for all activities that occur under your Account. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Unchained has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Unchained has the right to suspend or terminate your account and refuse any and all applications for Bitcoin Secured Loans or Vaults. You agree not to create an Account using a false identity or information. You agree not to create an Account or apply for any Unchained Services or to provide a key for a Vault if you have been previously prohibited from using any Unchained Services.

4.2 ADDITIONAL TERMS FOR ORGANIZATION REPRESENTATIVES.

By applying for any of the Unchained Services on behalf of an Organization, you represent and warrant that you are duly authorized to do so by the entity that is your Organization, that you have the power and authority to enter into binding agreements on behalf of the Organization in the capacity in which you are acting, and that the Organization is in good standing in each jurisdiction in which it is registered to conduct business to the best of your knowledge. Furthermore, you represent and warrant that such Organization will abide by all of the terms and conditions of these Terms and any other agreements you may enter into with Unchained. If you, the Organization, any other person acting on behalf of the Organization violate any of these Terms, or otherwise violate any Loan Document or other agreement between the Organization and Unchained, Unchained may prohibit you, such Organization and any other person acting on the Organization’s behalf from using or accessing the Unchained Services, including applying for a Bitcoin Secured Loan at any time in its sole discretion, with or without notice.

If you are acting on behalf of an Organization, the following additional terms shall apply:

You shall not register for multiple Accounts on behalf of the same Organization;

You shall not operate or otherwise utilize an Account opened in the name of an Organization for the benefit of any persons other than that Organization;

You shall not operate or otherwise utilize an Account opened in the name of an Organization for any purpose prohibited by law or regulation, any activity which that Organization is not duly authorized to conduct, or for any purpose prohibited by any other agreement between the Organization and Unchained;

You shall not operate an Account on behalf of any Organization with regard to which you are not an authorized person with the power to enter into binding agreements on behalf of the Organization; and

You shall not upload, post, transmit, share, store or otherwise make publicly available on the Site any private information regarding the Organization, including, without limitation, addresses, phone numbers, email addresses, tax identification numbers and credit, or any personal information regarding persons associated with the Organization (other than Registration Data provided to Unchained).

Furthermore, you represent and warrant and agree, both individually and on behalf of the Organization, that:

all email addresses provided on behalf of the Organization are and will be used by the Organization for business purposes; and

you will not represent or portray the Organization as being affiliated with Unchained in any capacity other than being a Borrower or User of the Site or other Unchained Services without Unchained’s prior written consent.

4.3 BACKGROUND CHECKS.

Unchained does not perform credit checks on Borrowers but does conduct full anti-money laundering (AML) and know your customer (KYC) verification checks on Borrowers, users of its Trading Desk Services, and users of other Unchained Services. In the case of an Organization, Unchained may conduct AML and KYC checks on the Organization itself, all principals, executive officers, directors, and significant shareholders, as applicable, of the Organization, and any other parties authorized to use the Unchained Services in their role as a representative of the Organization. After providing the necessary information in connection with the creation of your Account, you hereby authorize Unchained to conduct full AML and KYC verification checks as referenced above. While we do not perform credit checks, we may conduct an eligibility inquiry (known as a “soft credit pull”) in conjunction with the issuance of a Bitcoin Secured Loan. This inquiry does not affect your credit score.

4.4 SUPPORT.

Unchained shall provide technical and other support with respect to the Site and the other Unchained Services by phone at (844) 486-2424 or email at hello@unchained.com. Support hours are 9:00 am to 5:00 pm Central United States Time, Monday through Friday with the exception of Federal, state and other company holidays.

5. BITCOIN SECURED LOANS

5.1 LOAN DOCUMENTS.

Unchained may offer Bitcoin Secured Loans in certain jurisdictions (collectively, the “Loan Authorized States”). For a list of states in which Unchained is authorized to offer Bitcoin Secured Loans please contact us at hello@unchained.com.

In addition to these Terms, if you are approved for a Bitcoin Secured Loan, the provision of the Bitcoin Secured Loan will be subject to separate agreements including a promissory note and a security agreement and any other agreements you enter into in connection with the Bitcoin Secured Loans (as modified from time to time, the “Loan Documents”). If there are any conflicts between these Terms of Service and the Loan Documents, the Loan Documents shall prevail.

If any of the information you provided in registering an Account is untrue, inaccurate, not current or incomplete, you may be in default under the terms of your Loan Documents. 

After your loan application has been approved, you will be required to execute the Loan Documents. YOU SHOULD READ THE LOAN DOCUMENTS CAREFULLY AND CONSULT WITH LEGAL COUNSEL.

The Loan Documents are legally binding contracts.

5.2 BITCOIN COLLATERAL.

To secure a Bitcoin Secured Loan, you must transfer your bitcoin for collateral (the “Bitcoin Collateral”)

The amount of the Bitcoin Secured Loan depends, in part, on the market value of the Bitcoin Collateral that you want or can pledge and the loan to market value of the Bitcoin Collateral ratio required by Unchained (the “Loan to Market Ratio”) (e.g., if Unchained requires a loan to market value ratio of 2 to 1, and the market value of the Bitcoin Collateral is $100, then the amount of the Bitcoin Secured Loan would not exceed $50). If the market value of your Bitcoin Collateral decreases below the required Loan to Market Ratio or the ratio specified in your Loan Documents, then you will be required to either (a) provide additional Bitcoin Collateral as collateral to maintain the required Loan to Market Ratio in accordance with the Loan Documents or (b) repay part of the Bitcoin Secured Loan to maintain the required Loan to Market Ratio as determined by Unchained in its sole discretion.

You will be required to transfer your Bitcoin Collateral to a secure escrow account. When you pay off your Bitcoin Secured Loan in full (including interest and any other amounts due), your Bitcoin Collateral will be transferred back to you.

In certain jurisdictions, as part of transferring the Bitcoin Collateral to a secure escrow account, you may be required to accept the terms of a series trust agreement, and in such case your Special Unit of Beneficial Interest (the “SUBI”) representing equitable title to your bitcoin will act as the Bitcoin Collateral. In such event, the Loan to Market Ratio shall be computed valuing the SUBI at the value of the underlying bitcoin to which it relates.

If you default on the Bitcoin Secured Loan or any of the Loan Documents, we may sell some or all of your Bitcoin Collateral to repay the Bitcoin Secured Loan (including interest and any other amounts due) in full.

5.3 FEES.

(a) Origination Fees. Unchained may charge, and you shall pay, an origination fee at the time that the Bitcoin Secured Loan proceeds are provided to you (as modified from time to time, the “Origination Fee”). The current Origination Fees will be provided by Unchained upon request. The Origination Fee shall be deducted from the Bitcoin Secured Loan proceeds.

(b) Vault Fees. Unchained may charge, and you shall pay, the fees as described herein or in any other notice to you.

(b) Modification to the Origination Fees and other Fees. Subject to Section 8, Unchained may modify the Origination Fee and any other fees in connection with any of the Unchained Services (as modified from time to time, collectively, the “Fees”) in its sole discretion.

(c) Taxes. To the extent that any taxes are payable by Unchained in connection with the Bitcoin Secured Loans (other than income or other similar taxes), Borrower shall be obligated to pay to Unchained the amount of such taxes in addition to any other amounts owing to Unchained.

(d) Future Bitcoin Secured Loans. In paying any of the Fees, you acknowledge and agree that you are not relying on future availability of any Bitcoin Secured Loans.

(e) Non-refundable. ALL FEES, INCLUDING THE ORIGINATION FEES, ARE NON-REFUNDABLE, NON-CANCELLABLE AND NON-CREDITABLE UNLESS REQUIRED BY LAW.

6. VAULT SERVICES

6.1 VAULTS AND VAULT ADDRESSES.

The Vault Service allows you to create bitcoin digital vaults (each, a “Vault”) and associated addresses (each, a “Vault Address”) for storage of bitcoin and/or allows you to use supported hardware wallets to upload bitcoin public key data and create key definitions (each, a “Customer Key Object”) using our online application (the “Platform”). The Vault Service and the Platform do not store, send or receive bitcoin or any other kind of money. Rather, the Vault Service and the Platform enable you to interface with the bitcoin blockchain to track bitcoin balances that you deposit into your Vault Address and to authorize transfers of bitcoin from your Vault Address or from Vault Addresses associated with one or more of your Customer Key Objects.

6.2 CUSTOMER KEY OBJECTS AND SIGNING REQUESTS.

Any authorization of transfers of bitcoin from your Vault Address requires a quorum of private keys that are mathematically linked to the public key(s) for a Vault Address. Unchained will always hold less than a quorum of these private keys. We have no power to execute a transfer from your Vault address unilaterally, and we cannot prevent a transfer from your Vault Address if it is signed by a quorum of keys. Once a signed transfer is broadcast to and validated by the bitcoin network, you cannot use the Platform or any other part of the Vault Service to cancel or reverse the transfer. Bitcoin transactions are deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you or any other party takes any action on the Platform. You may use the Platform to create, sign, and submit requests for Unchained to cosign, and broadcast transfers of bitcoin from Vault Addresses to an address you specify (any such request when validly signed with the private key associated with the Vault’s Customer Key Object is a “Signing Request”). In a Client-Controlled vault, a quorum of private keys associated with your Vault Address will be associated with Customer Key Objects, and the remainder will be provided and managed by Unchained. Since you, and other users you may specify, control a quorum of keys, you can create, sign and broadcast transfers from your Vault Address without submitting a Signing Request to us. Alternatively, you can use less than a quorum of the keys from Customer Key Objects to create and sign a transfer from your vault address and then submit a request to us to cosign your transfer before you can broadcast it to an address you specify. If you or the other users you may specify lose access to a quorum of your Vault’s keys, or to any information necessary to unlock or use those keys, including but not limited to passwords, passphrases or PIN numbers, your bitcoin may be permanently inaccessible, and you will not be able to use the Platform or any other part of the Vault Service to recover your bitcoin.

 

In a Multi-Institution vault, Key Agent services are provided by one or more qualified third party service providers (any of which when acting shall be known as the “Key Agent”) under the terms of a written agreement or agreements (collectively the “Key Agent Agreement”) between Unchained and the Key Agent. One or more private keys (always less than a quorum) of your Vault Address will be associated with your Customer Key Objects, one or more private keys (always less than a quorum) will be provided and managed by Unchained, and or more private keys (always less than a quorum) will be provided and managed by the Key Agent (the “Agent Key”). Since you control less than a quorum of keys, you can create and sign transfers from your Vault Address, but then you must submit a Signing Request to us to cosign your transfer before you can broadcast it to an address you specify.

6.3 KEY REPLACEMENT REQUESTS.

If any hardware wallet associated with any of your Customer Key Objects becomes lost, stolen, inoperable or otherwise inaccessible, or if you suspect that the security of your hardware wallet has been compromised, you must immediately use the Platform to create a request to replace that Customer Key Object with a new Customer Key Object that you create using a secure hardware wallet (any such request is a “Key Replacement Request”).

6.4 PROCESSING OF SIGNING REQUESTS AND KEY REPLACEMENT REQUESTS.

Upon receipt of any Signing Request or Key Replacement Request, we will verify your identity or the identity of the owner of the Customer Key Object and the authenticity of the Signing Request or Key Replacement Request in accordance with our Standard Operating Procedure (the “Unchained SOP”). If necessary, the Key Agent will also verify your identity and the authenticity of the Signing Request or Key Replacement Request in accordance with the Key Agent Standard Operating Procedure (the “KASOP”). We and the Key Agent may rely on any action, instruction or authorization that we determine, in good faith and in accordance with the Unchained SOP and KASOP, to be valid and to have been given by the requester. Unchained may refuse to cosign any Signing Request or to implement any Key Replacement Request that we (a) have any reason to believe is not valid and authorized by the requester, or (b) believe in good faith to be in violation of any applicable laws and regulations (an “Invalid Request”). We agree to review Signing Requests in a commercially reasonable manner during our normal business hours, however we do not guarantee a specific processing time, and in no event shall Unchained be in breach of this Agreement if any Signing Requests or Key Replacement Requests are not performed in a timely manner due to (i) the inability of the Unchained to authenticate any Signing Request or Key Replacement Request or (ii) any circumstance under which transactions cannot be broadcast due to bitcoin network problems or similar issues not under our control. 

With respect to a Vault which has an Administrative User Pool of more than one User, additional approvals are required for any Signing Request or Key Replacement Request (hereinafter a “Request”). The “Administrative User Pool” (hereinafter the “Pool”) is the pool of Users registered on the Platform as associated to the applicable Vault who have either Account Owner or Administrator privileges. If the Pool is greater than three Users, a majority of Users in the Pool must approve any Request. If the Pool is less than three Users, all Users in the Pool must approve any Request. In the case of any required approvals from a User in the Pool for a Request, we may rely upon an approval granted over email so long as such approval originates from the email address registered to the User on the Platform.

You fully indemnify and hold harmless Unchained, as well as any of its affiliated entities or subsidiaries, as well as its officers, directors, agents, employees, successors, and assigns, for any and all financial and other consequences, which include but shall not be limited to any claim, liability, suit, judgment, loss, damage, expense, fee or cost (including court costs and attorney fees), related to its implementation or approval of any Request which is undertaken in compliance with the procedures outlined in this Agreement. For avoidance of doubt, this means that if Unchained acts in accordance with any reasonable Unchained SOP, Unchained shall have no liability in the event it approves a Request initiated by a party unauthorized to make or approve a Request under these Terms in the event said party successfully impersonates a party authorized to make or approve a Request under these Terms. This indemnification and hold harmless is given by you on behalf of yourself individually, as well as on behalf of any entity or trust over which you have actual, implied, apparent, or other authority, and also on behalf of your heirs, executors, administrators, personal representatives, successors, and assigns.

6.5 ORGANIZATION AND TRUST ACCOUNTS.

With respect to any Account on the Platform which is registered to a legal entity rather than a natural person, the User that initially creates the account for the entity shall have Account Owner privileges on the Platform. The Account Owner represents to us that it has actual authority to bind the entity to any and all agreements with us.

With respect to any Account on the Platform which is registered to a trustee acting pursuant to a trust agreement (colloquially known as registered “to a trust”), the User which initially creates the account in trust shall have Account Owner privileges on the Platform. The Account Owner represents to us that it is authorized under the trust agreement to act solely in opening an account on the Platform and to act solely as Account Owner on the Platform.

The Account Owner is empowered to add and remove additional Users on the Platform. Unchained shall have no liability for actions of the Account Owner in adding or removing Users from the Platform, and is not in any way obligated to verify removal of a User. In determining how to process a Request, Unchained shall rely upon the Pool of Users registered to the Platform at the time it processes any Request.

The Account Owner, on behalf of any applicable entity, or in the case of a trustee on behalf of any applicable trust, directs Unchained to release any and all information regarding any of its Vaults on the Platform to any User registered to said Vault on the Platform.

6.6 KEY AGENT SERVICE.

If you create a Multi-Institution vault, you acknowledge that in connection with the Vault, the Key Agent shall serve as a third-party key agent pursuant to a separate agreement with Unchained. In such role, the Key Agent will possess an Agent Key for your Vault Address(es). The Key Agent has no contractual obligations to or relationship with you except as described below, is not a custodian of the vault and has no fiduciary duty to you. In the event that Unchained is unable or refuses to comply with a valid Signing Request, or in the event that the Platform becomes unavailable and Unchained is unable or unwilling to assist with alternate means of recovery of the contents of a Vault, you may direct the Key Agent for provision of the Agent Key by sending a notice to the Key Agent and by providing Key Agent with the Vault Address’s Redeem Script (as defined below). The Key Agent shall validate the validity and authenticity of any such notice according to the KASOP. In connection with any such request, should the Key Agent agree to provide the Agent Key, the Key Agent will only process a commercially reasonable number of requests for the Agent Key. You acknowledge that any action taken by the Key Agent in response to such a notice may be subject to further reasonable indemnification for the Key Agent and payment of reasonable out of pocket expenses including any costs of the Key Agent’s outside advisors. You further acknowledge that should Unchained notify the Key Agent that it deems any Signing Request to be an Invalid Request, the Key Agent shall take no further action unless ordered to do so pursuant to a valid court order, and you will not have as a remedy the right to direct the Key Agent for provision of the Agent Key.

6.7 FEES.

Use of our services may be subject to fees. Please see https://www.unchained.com for a description of the current fees and methods of payment. Fees may include, but are not limited to:

Setup Fees: Unchained may charge you a fee to create a Vault (a “Setup Fee”). The Setup Fee shall be due and payable at the time of Vault creation.

Storage Fees: Unchained may charge you an annual percentage of the total value of bitcoin held in all of your Vaults (the “Storage Fee”). The Storage Fee shall be calculated based on the US dollar value (as determined according to a major bitcoin exchange or reference rate, as selected by Unchained in its sole and absolute discretion) of the amount of bitcoin in all of your Vaults at 2:00 AM UTC (also known as Coordinated Universal Time) and shall accrue each calendar day. The accrued Storage Fees shall be due and payable every month.

Unchained Co-Signing Fees: Unchained may charge you flat fee at the time of processing and broadcast of the transaction (the “Signing Fee”), with the exception that there shall be no Signing Fees for Signing Requests for transfers of funds between your Vaults or between your Vault and a collateral address for any loan with Unchained.

Business, Entity, Trust, or IRA Account Fees: Unchained may charge you a monthly or yearly subscription fee to use our services for accounts which may be referred to as Business, Entity, Trust, or IRA accounts.

By choosing to use the Vault Services, you agree to pay us all fees at the prices then in effect for any use of the Vault Services in accordance with the applicable payment terms, and you authorize us to charge your chosen payment provider. You must provide current, complete and accurate information for your payment method. You must promptly update all information to keep your payment method current, complete and accurate (such as a change in bank account information, credit card number, or credit card expiration date), and you must promptly notify us or our payment processor (if applicable) if your payment method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. We may refuse to process or cosign any Signing Request or Key Replacement Request during any period when you have outstanding due and payable fees. Any rules, policies, or procedures presented to you in connection with a free trial or promotional offer shall govern such free trial and promotional offer and shall be incorporated into this Agreement. Any free trial or other promotion must be used within the specified time of the trial. You must stop using the services subject to the free trial or other promotion before the end of the trial period in order to avoid being charged for that service.

6.8 YOUR RESPONSIBILITIES.

You and the users that you designate to provide a Customer Key Object for your Vault are solely responsible for maintaining access to, and the security of, the hardware wallet(s) and private key(s), any information or to any information necessary to unlock or use those wallet(s) and key(s) (including but not limited to passwords, passphrases or PIN numbers), and the information necessary to reconstruct such private key(s), associated with any Customer Key Object. If you appoint a third party to control, assist with management of, or provide backup for, one or more private key(s) or the information necessary to reconstruct such private key(s), or if you choose to use a third party’s Customer Key Object when you create your Vault, Unchained is not responsible for the actions or omissions of such third party. You understand that Unchained only supports certain hardware wallets, and you acknowledge that use of any hardware wallet not supported by Unchained to create a Customer Key Object by you or the users that you designate to provide a Customer Key Object for your Vault may result in loss of your bitcoin, and that any use of any non-supported hardware wallet is at your own risk.

You are responsible for downloading and securing each Vault Address redeem script (available in the Unchained Vault Platform at the time of Vault Address creation) (each, a “Redeem Script”) necessary for collaboration with the Key Agent or another holder of a Customer Key Object in the absence of Unchained.

You and the users that you designate to provide a Customer Key Object for your Vault are responsible for maintaining adequate security and control of authentication credentials and authentication devices used to access the Platform. You shall prevent unauthorized access to or use of the Platform using your account credentials and shall notify us promptly of any such unauthorized access or use. You shall cooperate with us in the investigation of any suspected unauthorized access to or use of the Platform using your account credentials and any security breach of your account, system, or network.

Once a Vault is created, you may retrieve the Vault Address from the Platform and transfer funds to the Vault Address as necessary without involvement from Unchained. It is your responsibility to confirm that the Vault Address as retrieved from the Platform is valid and free from transcription errors. We recommend transferring a small amount of bitcoin to the Vault Address for confirmation prior to transferring large amounts.

In conjunction with the creation of any Signing Request or Key Replacement Request, the Platform will require you to submit the information necessary to validate and authenticate the Signing Request or Key Replacement Request according to the Unchained SOP (and KASOP, if appropriate), including a video recording of you verbally authorizing the Signing Request or Key Replacement Request. Failure or refusal to submit this information may prevent or delay the processing. You understand that if Unchained has any doubt about the validity or authenticity of the Signing Request or Key Replacement Request, Unchained will delay cosigning until Unchained has verified your identity and the authenticity of the Signing Request or Key Replacement Request in accordance with the Unchained SOP. This verification may require further steps, including live communication. You agree to cooperate with any such procedure, and that any failure to communicate or cooperate may delay or prevent Unchained from cosigning your Signing Request or Key Replacement Request.

To the extent that (a) either Unchained or Key Agent lose access to a private key relating to a Vault, or either such private key is otherwise compromised, or (b) you desire to cancel a Signing Request with a transaction that has been previously signed by any keyholder, Unchained may require you to sign a transaction to facilitate the transfer of the bitcoin in the affected Vault to a new Vault. Upon the receipt of such a request, you shall, after authenticating the request with live communication with Unchained, sign the requested transaction via the Unchained Vault Platform. Your failure or delay in signing such a requested transaction may result in the loss of your bitcoin.

You are responsible for, and shall pay, all taxes, assessments, duties, and other governmental charges, including any interest or penalty rightfully owed by you, with respect to any bitcoin held in any Vault or any transaction related thereto.

Unchained is not responsible for your failure to understand the nature of bitcoin or the market for such assets. Unchained is providing you a method by which you can store certain bitcoin assets, and Unchained makes no representations or warranties concerning the value, stability, or legality of any such bitcoin. Unchained is not responsible for legislative and regulatory changes or actions at the state, provincial, federal or international level that may adversely affect the use, transfer, exchange and value of bitcoin. You understand that transactions in bitcoin may be irreversible, and accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Unchained does not own or control the underlying software protocols of the bitcoin network that governs the operation of bitcoin. In general, the underlying protocols are open source, and anyone may use, copy, modify, and distribute them. Unchained is not responsible for the operation of the underlying network protocols, and makes no guarantees regarding their security, functionality, or availability.

These Terms do not disclose all of the risks associated with the purchase, storage or transfer of bitcoin. You acknowledge and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of those risks for you in light of your circumstances and financial resources. Unchained does not give advice or recommendations regarding bitcoin, including the suitability and appropriateness of, and investment strategies for, bitcoin. Unchained does not provide tax advice, legal advice or other professional advice.

6.9 REPRESENTATIONS.

You hereby represent and warrant to, and covenant with, Unchained that as of the date that you create any Vault and as of each date that you submit a Signing Request or Key Replacement Request, that:

You are aware of and familiar with, and have been fully informed of, the risks associated with issuing a Signing Request or Key Replacement Request, and are willing to accept such risks, and you shall safeguard and treat with extreme care any credentials related to the Platform, any Customer Key Object and the private key associated with any Customer Key Object. You agree that the security procedures (if any) to be followed in connection with any Signing Request or Key Replacement Request provide a commercially reasonable degree of protection in light of particular needs and circumstances. You agree and understand that a Signing Request or Key Replacement Request submitted via the Platform may conclusively be presumed by us to have been given by you or by a person authorized by you, and (following verification and authentication, if required) may be acted upon as given;

Your use of the Vault Service is legal in your local jurisdiction, and you are not and will not use the Vault Service if such use is prohibited or otherwise violates the laws of the country, state, province, or other jurisdiction in which you reside or of which you are a citizen;

The destination address of any Signing Request belongs to you, and you have verified that the address is authentic, working and recoverable.

7. TRADING DESK

7.1 AVAILABILITY.

Unchained may offer Trading Desk Services in certain jurisdictions (collectively, the “Trading Desk Authorized States”). For a list of states in which Unchained is authorized to offer Trading Desk Services, please contact us at hello@unchained.com. If you live in one of the Trading Desk Authorized States, Unchained may make available to you the Trading Desk Services. The terms herein relating to Trading Desk Services apply to transactions placed through the Site. Transactions placed through alternate channels, including but not limited to a private messaging service such as Telegram, are made under the alternative terms as outlined in said channel or a separately signed agreement, unless this Article 7 is explicitly accepted in the course of said alternate channel transaction. Unchained may withhold the Trading Desk Services from you at any time for any reason or no reason, in its sole discretion.

7.2 QUOTE AND ACCEPTANCE.

Should you be approved to use the Trading Desk Services, you may place a request to purchase bitcoin through the Site (a “Trade Request”). Upon placing a Trade Request, Unchained will provide to you proposed terms for such purchase through the Site (the “Unchained Quote”), which will include a service fee to Unchained. By clicking to accept the Unchained Quote, you accept all terms in the Unchained Quote, including any service fee, as well as all of the terms in these Terms of Service. Upon acceptance of the Unchained Quote, you are contractually bound to wire to Unchained the US Dollar amount listed in the Unchained Quote within the timeframe as per the wire instructions provided upon your acceptance unless Unchained is already in receipt of said amounts at the time of acceptance. The time you have accepted the Unchained Quote on the Site shall be deemed the Time of Acceptance.

7.3 TAXES.

To the extent any taxes apply to any of the Trading Desk Services, you are obligated to pay any and all applicable taxes. If Unchained is later deemed responsible for collecting taxes, you shall pay Unchained any applicable taxes upon notice. Unchained is not liable for any taxes that you are legally obligated to pay in any jurisdiction that are incurred in connection with this Agreement. All taxes are your sole financial responsibility.

7.4 SETTLEMENT TERMS.

Upon your acceptance of an Unchained Quote, the transaction shall settle in accordance with the following settlement terms:

You shall immediately transfer, or cause to be transferred, the purchase amount and any service fees (the “Amount Due”) as disclosed in the Unchained Quote via immediate wire transfer to Unchained’s bank account and shall email Unchained a wire transfer confirmation to verify such transfer. You shall cause the Amount Due to be received by Unchained by the delivery time specified in the Trade Summary which will be sent to you via email following your acceptance of the Unchained Quote (the “Delivery Time”). The Delivery Time specified shall be at least 2 business hours (determined under United States Central Time) later than the Time of Acceptance.

You agree and acknowledge that with respect to any and all wire transfers from you or on behalf of you to Unchained, the name on the originating account and the account information such as account number and routing number must match exactly your name or your Organization’s name, as the case may be, and the account information as provided during registration, and if it does not, Unchained reserves the right to reject the wire transfer.

Upon receipt of the purchase price, Unchained shall deliver, or direct its agents to deliver, the purchased bitcoin to the Unchained vault designated on the Unchained Quote up to two (2) business days after the date of receipt of the purchase price. The date upon which Unchained delivers the purchased bitcoin to you shall be deemed the “Settlement Date.”

The Parties agree that, with respect to all obligations relating to time of acceptance or time of performance outlined in this Article 7, time is of the essence.

7.5 ACKNOWLEDGMENTS.

You agree, understand and acknowledge that:

Unchained engages in the bilateral sale of bitcoin, including any such transactions contemplated by these Terms, solely on a proprietary basis for its own account and if Unchained transacts with you, it does so solely on a bilateral basis.

Unchained is not providing and will not provide any fiduciary, advisory, exchange or other similar services to you or any person related to or affiliated with you, or in connection with any transaction subject to these Terms.

You are solely responsible for any decision to enter into a transaction subject to these Terms, including the evaluation of any and all risks related to any such transaction.

In entering into any transaction subject to these Terms, you have not relied on any statement or other representation of Unchained other than as expressly set forth herein.

7.6 EVENTS OF DEFAULT.

Each of the following shall be deemed an “Event of Default” by you:

You fail to comply with any provision of, or perform any obligation under, these Terms, including but not limited to, an obligation to deliver to Unchained the purchase price under the settlement terms herein;

Any representation or warranty made by you is not or ceases to be true or correct in any material respect;

A proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or similar law affecting creditors’ rights is instituted against you, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted and either (i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief of the making of an order for its winding-up or liquidation, or (ii) is not dismissed, discharged, stayed or restrained within sixty (60) days of the institution or presentation thereof;

Counterparty states that it is unable to pay its debts upon maturation; or

Any regulatory authority with jurisdiction over you suspends the conduct of your usual business or revokes any material authorizations, memberships, licenses or other similar approvals.

7.7 REMEDIES.

Upon the occurrence of an Event of Default, Unchained shall have the right, in its sole discretion, to take any of the following actions:

Cancel and terminate any transaction that has not yet settled and require you to pay Unchained an amount reasonably determined by Unchained to compensate it for any and all losses, costs, expenses and fees incurred in connection with such canceled transaction, including any loss of bargain, cost of funding or loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position;

Set off and net any obligations of Unchained to you against any obligations of you or your Organization to Unchained;

Terminate any or all of Unchained’s obligations for future performance to you; and

Take such other actions Unchained, in its sole and absolute discretion, deems necessary or appropriate for its protection, all without notice or advertisement.

8. INDIVIDUAL RETIREMENT ACCOUNTS

8.1 INITIAL AVAILABILITY.

Unchained may, in its discretion, offer to you (if you are a natural person) an Individual Retirement Account (an “IRA”). If so offered, the IRA may require services from a third party licensed financial institution which has entered into an agreement with Unchained (hereinafter the “IRA Custodian”) in order to comply with section 408 of the Internal Revenue Code. The IRA Custodian will be a United States entity regulated by either the department of banking of a state within the United States, or the United States federal government. Before opening an IRA, Unchained will request your permission to disclose your personally identifiable information to the IRA Custodian, and the identity of said IRA Custodian will be specified in such request. Unchained’s offer of an IRA is contingent upon you providing such permission. The IRA Custodian may perform its own internal Know Your Customer, Anti-Money Laundering, and other background checks upon you before it approves you as a customer, which are separate and apart from any such checks performed by Unchained. Availability of an IRA to you is contingent upon the IRA Custodian approving you as its customer.

8.2 IRA DOCUMENTS.

In addition to these Terms, if you are approved for an IRA, the provision of the IRA will be subject to separate agreements you enter into with Unchained in connection with the IRA (as modified from time to time, the “Unchained IRA Documents”). If there are any conflicts between these Terms of Service and the Unchained IRA Documents, the Unchained IRA Documents shall prevail.

Further, the provision of any IRA will be subject to separate agreements you enter into with the IRA Custodian in connection with the IRA (as modified from time to time, the “Custodian IRA Documents”). You are solely responsible for compliance with all requirements of the IRA Custodian as stated in the Custodian IRA documents.

8.3 ONGOING AVAILABILITY.

The ongoing availability of an IRA to you on the Platform requires that you remain a customer of both Unchained and the IRA Custodian. Should you no longer be a customer of Unchained, the IRA Custodian, or both, due to lack of compliance with these Terms, the Unchained IRA Documents, the Custodian IRA Documents, or for any other reason, Unchained may cease to service your IRA Vault, which may have negative tax consequences to you.

Unchained and/or the IRA Custodian may set restrictions on trading within an IRA, as well as certain deposit minimums. Any such restrictions or minimums will be communicated to you upon account opening and on an ongoing basis as such restrictions change over time.

8.4 ACCOUNT OWNER USER.

Notwithstanding any other provision of these Terms, with respect to any Vault registered on the Platform as an IRA, Unchained shall treat the equitable owner registered to the IRA (and not the IRA Custodian) as Account Owner user for purposes of Article 6 and all other purposes of this Agreement. The IRA Custodian consents to such designation and represents that said equitable owner has actual authority to take any and all actions related to the applicable Vault as agent of the IRA Custodian.

8.5 CHANGE IN IRA CUSTODIAN.

Unchained may at any time end its agreement with a given IRA Custodian in favor of a new agreement with a new IRA Custodian. In such event, Unchained will provide reasonable notice of such change. Unchained may request your consent in transferring your IRA to the new IRA Custodian in a format and under terms acceptable to the outgoing and incoming IRA Custodians. Consent may also be required to the new IRA Custodian’s Terms of Service, Account Agreement, and similar documents. Should you not provide such consent, you must by a reasonable deadline determined by Unchained either transfer your IRA to another IRA provider or withdraw all of your IRA assets, which may have negative tax consequences to you. Should you do neither, Unchained may cease servicing your IRA Vault, which may have negative tax consequences to you, and you may be subject to fees from the outgoing IRA Custodian.

8.6 TAX AND REGULATORY MATTERS.

You understand that neither the IRS or any other governmental entity has endorsed, reviewed, or approved any particular assets that may be purchased or held in an Unchained IRA. Unchained is not an investment adviser and does not provide investment, legal or tax advice.

Bitcoin is a highly volatile asset, and owning bitcoin involves a high degree of risk in all events, but especially in a retirement account. You represent that you are familiar with bitcoin and that you have the necessary experience, understanding, and financial capacity to bear the risks associated with purchasing and holding bitcoin. You understand and accept that there is the potential for a total loss of value with respect to bitcoin in your IRA.  

You assume all responsibilities for any tax or other consequences related to any Unchained IRA. You indemnify and hold Unchained harmless from any tax or legal consequences related to your IRA. You have been advised to seek legal and tax advice and have not been provided any such advice from Unchained.

YOU SHOULD READ THE UNCHAINED IRA DOCUMENTS AND CUSTODIAN IRA DOCUMENTS CAREFULLY AND CONSULT WITH LEGAL COUNSEL REGARDING THE TAX CONSEQUENCES OF AN UNCHAINED IRA.

9. CONCIERGE SERVICES

9.1 CUSTOMER SERVICE AND TECHNICAL SUPPORT.

Unchained, may, for a fee, provide to you enhanced customer service, advanced technical support, and technical training (hereinafter referred to as “Concierge Services”). With respect to any Concierge Services, Unchained warrants only that it will make commercially reasonable efforts to provide support in a professional manner. Unchained makes no guarantees as to the efficacy, specific availability, or specific response time related to any Concierge Services and disclaims warranties with respect to such Concierge Services as further outlined in Section 23.2. You fully indemnify and hold harmless Unchained, as well as its officers, directors, agents, employees, successors, and assigns, for any loss of funds, or any other financial or other consequences, which include but shall not be limited to any claim, liability, suit, judgment, loss, damage, expense, fee or cost (including court costs and attorney fees), related to the support received as part of the Concierge Services.

9.2 EDUCATIONAL SERVICES.

Concierge Services may include training on how to operate the Platform, interact with the bitcoin blockchain, manage and store private keys, operate certain hardware, or other matters (“Educational Services”). Certain Educational Services may also be offered free of cost outside of the Concierge Services, such as via webinar. The Educational Services are offered for educational purposes only. You fully indemnify and hold harmless Unchained, as well as its officers, directors, agents, employees, successors, and assigns, for any loss of funds, or any other financial or other consequences, which include but shall not be limited to any claim, liability, suit, judgment, loss, damage, expense, fee or cost (including court costs and attorney fees), related to your implementation of the knowledge you have obtained from any of the Educational Services.

9.3 HARDWARE.

Unchained may make available to you certain hardware for purchase, solely as a convenience to you. You are not obligated to purchase any hardware from Unchained in order to use any of the Unchained Services. Unchained disclaims all warranties, express or implied, regarding the suitability of said hardware for your situation, as well as its general quality or merchantability, to the fullest extent provided by law. Any disputes related to said hardware should be brought with the hardware manufacturer. You fully indemnify and hold harmless Unchained, as well as its officers, directors, agents, employees, successors, and assigns, for any loss of funds, or any other financial or other consequences, which include but shall not be limited to any claim, liability, suit, judgment, loss, damage, expense, fee or cost (including court costs and attorney fees), related to your use of any hardware sold by Unchained, whether stemming from proper or improper function of said hardware.

10. ADDITIONAL POLICIES

When using any of the Unchained Services, you will be subject to any additional posted policies, guidelines or rules applicable to the Site and the other Unchained Services, including Vaults, Bitcoin Secured Loans, IRAs and features which may be posted from time to time (as added or modified from time to time, the “Policies”). All such Policies are hereby incorporated by reference into these Terms.

11. RESPECTING OTHER PEOPLE’S RIGHTS

Unchained respects the rights of others and so should you. You therefore may not post or send Content that:

violates or infringes someone else’s rights of publicity, privacy, copyright, trademark, or other intellectual property right;

is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by Unchained in its sole discretion;

is false, misleading, untruthful or inaccurate;

includes anyone’s identification documents or sensitive financial information

impersonates any person or entity, including any of Unchained’s employees or representatives; or

spams or solicits any Users, including any other Borrowers.

12. ACCOUNT SECURITY

When you access and use any of the Unchained Services, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer and mobile devices, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to Unchained on registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times.

If you change or deactivate the email that you used to create an Unchained account, you must update your account information within 72 hours to prevent someone else from receiving messages intended for you.

If at any time you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID or password), then you shall immediately notify Unchained at hello@unchained.com. You may be liable for the losses incurred by Unchained or others due to any unauthorized use of your account or any of the Unchained Services.

13. MODIFICATION OF THESE TERMS

Unchained reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Site or otherwise through the Unchained Services. If Unchained updates these Terms, it will update the “last updated” date at the top of the Terms. Please check these Terms, including any Policies, periodically for changes. Your continued use of the Unchained Services or application for a Bitcoin Secured Loan after the posting of changes constitutes your binding acceptance of such changes. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF ALL UNCHAINED SERVICES.

To the extent that any modifications to the Terms or Policies are not allowed under applicable laws, the prior most recent version of the Terms or Policies shall continue to apply.

14. DIGITAL MILLENNIUM COPYRIGHT ACT

It is Unchained’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. If you file a notice with our copyright agent, it must comply with the requirements set forth at 17 U.S.C. § 512(c)(3). Unchained reserves the right to terminate without notice any User’s access to the Site, the other Unchained Services and the Bitcoin Secured Loans if that User is determined by Unchained to be a “repeat infringer.” In addition, Unchained accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.

15. TESTIMONIALS AND OTHER COMMENTS

Unchained may now or in the future request or permit the submission of testimonials and other comments (in the form of written comments or voice or video recordings) regarding the Bitcoin Secured Loans and the other Unchained Services (collectively, the “Testimonials”). If you submit any Testimonials, Unchained shall own and have the unrestricted right to use any Testimonials (and your name in connection with such Testimonials) without restriction or payment of any kind to you, including the right to display, distribute and otherwise use your Testimonial and name for advertising and other purposes.

16. PROHIBITED CONDUCT

BY USING ANY OF THE UNCHAINED SERVICES OR APPLYING FOR A BITCOIN SECURED LOAN, YOU AGREE NOT TO:

16.1

Decipher, decompile, disassemble, reverse engineer, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of any of the Unchained Services, in whole or in part (except to the extent that the laws of your jurisdiction make such restrictions unenforceable);

16.2

Use any of the Unchained Services for the benefit of anyone other than your Organization, Users or Organizations for whom you hold a key, or you, including selling, reselling, distributing, hosting, leasing, renting, licensing or sublicensing, in whole or in part, any of the Unchained Services, for hosting or time-sharing services, or as part of a service bureau or outsourcing offering;

16.3

Provide any services to any third party using any of the Unchained Services except in accordance with these Terms;

16.4

Prepare any derivative work of any of the Unchained Services, or any other program based upon any of the Unchained Services;

16.5

Reproduce, modify, adapt, translate or otherwise make any changes to any of the Unchained Services or any part thereof;

16.6

Copy, disclose, or distribute any data available on or through any of the Unchained Services or Bitcoin Secured Loan, in any medium, including without limitation, by any automated or non-automated “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;

16.7

Interfere with, circumvent or disable any security or other technological features or measures of any of the Unchained Services or attempt to gain unauthorized access to any of the Unchained Services or its related systems or networks;

16.8

Make unsolicited offers, advertisements, or proposals, or send junk mail or spam to other Users (including any Borrowers) of any of the Unchained Services (including, but not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures);

16.9

Use bots or other automated methods to: access any of the Unchained Services send or redirect messages or perform any other activities through any of the Unchained Services;

16.10

Use any of the Unchained Services or the Bitcoin Secured Loans for any unlawful or inappropriate activities, such as gambling, obscenity, pornography, violence, transmission of deceptive messages, or harassment;

16.11

Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of any of the Unchained Services or place pop-up windows over the Site’s pages;

16.12

Take any action that imposes, or may impose at Unchained’s sole determination, an unreasonable or disproportionately large load on Unchained’s infrastructure;

16.13

Deep-link to any of the Unchained Services without Unchained’s consent; or

16.14

Share or disclose information of others without their express consent.

17. THIRD PARTY SITES

The Unchained Services may include links or references to other web sites or services (“Third Party Sites”) solely as a convenience to Users. Unchained does not endorse any such Third Party Sites or the information, materials, products, or services contained on or accessible through Third Party Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Site or any of the other Unchained Services are solely between you and such advertiser. Access and use of Third Party Sites, including the information, materials, products, and services on or available through Third Party Sites are solely at your own risk.

18. MOBILE AND DATA CHARGES

You are responsible for any mobile and data charges that you may incur for using any of the Unchained Services, including text-messaging charges. If you’re unsure what those charges may be, you should ask your service provider before using the Unchained Services or the Bitcoin Secured Loans.

19. TERMINATION; TERMS OF SERVICE VIOLATIONS

19.1 UNCHAINED.

You agree that Unchained, in its sole discretion, for any or no reason, and without penalty, may suspend or terminate your use of the Unchained Services or any Account you may have with Unchained and remove and discard all or any part of your account, user profile, and any Content, at any time. Unchained may also in its sole discretion and at any time prohibit any application for Bitcoin Secured Loans. You agree that any suspension or termination of your access to the Unchained Services or any account you may have or ability to apply for a Bitcoin Secured Loan may be effected without prior notice, and you agree that Unchained will not be liable to you or any third party for any such termination. Unchained reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Unchained to disclose the identity of anyone posting any email messages, or publishing or otherwise making available any materials that are believed to violate these Terms. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Unchained may have at law or in equity. As discussed herein, Unchained does not permit copyright infringing activities on the Site or any of the other Unchained Services, and shall be permitted to terminate access to any of the Unchained Services, and remove all Content or other content submitted by any Users who are found to be repeat infringers. BY ACCEPTING THESE TERMS, YOU WAIVE AND SHALL HOLD UNCHAINED HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY UNCHAINED DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER UNCHAINED OR LAW ENFORCEMENT AUTHORITIES.

19.2 YOU.

Your only remedy against Unchained with respect to any dissatisfaction with (i) the Site or the other Unchained Services, including the Bitcoin Secured Loans, (ii) any term of these Terms, (iii) any policy or practice of Unchained in operating the Unchained Services, or (iv) any Content transmitted through any of these Unchained Services or the application process for a Bitcoin Secured Loan, is to terminate your Account and your use of all of the Unchained Services. You may terminate your use of the Unchained Services and your Account at any time. After such termination, you must refrain from use of the Unchained Services until authorized by Unchained. Notwithstanding the foregoing, your termination of your account or your use of any of the Unchained Services shall not affect in any way your obligations under any Loan Documents that are still in effect.

20. OWNERSHIP; PROPRIETARY RIGHTS

The Site and the other Unchained Services are owned and operated by Unchained. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Unchained Services provided by Unchained (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any Content that is provided and owned by Users, all Materials contained on any of the Unchained Services are the property of Unchained or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Unchained or its affiliates or third-party licensors. Except as expressly authorized by Unchained, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Unchained reserves all rights not expressly granted in these Terms.

Unchained shall own and have the unrestricted right to use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to any of the Unchained Services, including the Bitcoin Secured Loans, without restriction or payment of any kind to you.

21. CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES

21.1 INTERNET OPERATIONS.

Unchained operates principally on the Internet (although there may be some direct communications, e.g., by phone), so if you want to apply for a Bitcoin Secured Loan, purchase or sell bitcoin through our Trading Desk Services, or otherwise use any of the Unchained Services, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, therefore, you consent to our giving you certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to these Terms of Service, you agree to receive electronically all documents, communications, notices, contracts, and agreements, including the Loan Documents, arising from or relating to your use of the Site and the other Unchained Services, including any Bitcoin Secured Loans you apply for or receive, your registration as a borrower, the servicing of your Bitcoin Secured Loan, (each, a “Disclosure”), from us. The decision to do business with us electronically is yours. This Section 19 informs you of your rights concerning Disclosures.

21.2 COMMUNICATIONS.

By accepting these Terms, you expressly consent to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes in connection with the Unchained Services, including any Bitcoin Secured Loans, at any telephone number, or physical or electronic address you provide, at which you may be reached or numbers or addresses we can reasonably associate with your account (through skip trace, caller ID capture or other means), including by SMS messages (including text messages), Telegram ID and calls and messages (including prerecorded and artificial voice and autodialed). Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine, voice mail, or send one via text. You certify, warrant and represent that the telephone numbers and addresses that you have provided to us are your numbers and addresses and not someone else’s. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us. You agree to alert us whenever you stop using a particular telephone number.

21.3 CALL RECORDING AND MONITORING.

You consent to the recording and monitoring, for quality assurance, training, risk management or collection purposes, of any call that you place with us (or our agents, representatives, affiliates, third parties or anyone calling on our behalf) or that we (or our agents, representatives, affiliates, third parties or anyone calling on our behalf) place to you.

21.4 ELECTRONIC COMMUNICATIONS.

Any Disclosures will be provided to you electronically through either our Site or via electronic mail to the email address you provided. If you require paper copies of such Disclosures, you may sign in to your account on our Site and print the documents desired. We may discontinue electronic provision of Disclosures at any time in our sole discretion.

21.5 SCOPE OF CONSENT.

Your consent to receive Disclosures and transact business electronically, and your agreement to do so, applies to any transactions to which such Disclosures relate, between you and Unchained. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.

21.6 ABILITY TO DO BUSINESS ELECTRONICALLY.

Before you decide to do business electronically with Unchained, you should consider whether you have the required hardware and software capabilities necessary to access and use the Unchained Services and to receive the Disclosures. It is your responsibility to determine and ensure that you have the hardware and software to access and use the Unchained Services and to receive the Disclosures.

21.7 WITHDRAWING CONSENT.

You may withdraw your consent to receive Disclosures electronically by contacting us at hello@unchained.com. If you have a pending Bitcoin Secured Loan application on our Site we will terminate it and remove it from our system. If you have already received a Bitcoin Secured Loan, all consents will remain in effect, and we will send Disclosures to your verified home address provided during registration.

21.8 ELECTRONIC SIGNATURES

You agree that (a) any disclosures and legally binding agreements that require a signature, including but not limited to the Loan Documents and purchase terms of a Trading Desk Services transaction, may be electronically signed and (b) the electronic signatures appearing on any of said agreements are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.

21.9 HOW TO CONTACT US REGARDING ELECTRONIC DISCLOSURES.

You can contact us via email at hello@unchained.com. You may also reach us in writing to us at the following address: Unchained Capital, Inc., Attn: Legal Department, PO Box 662, Austin, TX 78767. You should print a copy of these Terms for your records and you agree and acknowledge that you can access, receive and retain all Disclosures electronically sent via email or posted on the Site.

22. INDEMNIFICATION

You agree to indemnify, save, and hold Unchained, its affiliated companies and subsidiaries, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Site or any of the other Unchained Services or any of the Content, any application for or receipt of any Bitcoin Secured Loan, any violation by you of these Terms, any breach of the representations, warranties, and covenants made by you herein or paying any Fees. Unchained reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Unchained, and you agree to cooperate with Unchained’s defense of these claims. Unchained will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

23. WARRANTIES; DISCLAIMERS

23.1 WARRANTIES.

Unchained represents and warrants that the Unchained Services will be performed in a professional and workmanlike manner in accordance with these Terms.

23.2 LIMITATION OF WARRANTIES.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AND EXCEPT AS SET FORTH IN SECTION 23.1, UNCHAINED AND ITS AFFILIATES AND SUBSIDIARIES, CONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD-PARTY PARTNERS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “UNCHAINED PARTIES”) DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE SITE, THE OTHER UNCHAINED SERVICES AND THE BITCOIN SECURED LOANS, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, UNCHAINED PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE UNCHAINED SERVICES OR THE BITCOIN SECURED LOANS, WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE UNCHAINED PARTIES OR THROUGH THE SITE OR THE OTHER UNCHAINED SERVICES OR THE BITCOIN SECURED LOANS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

23.3 “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS”.

YOU EXPRESSLY AGREE THAT THE USE OF ANY OF THE UNCHAINED SERVICES, AND ANY DATA, ASSESSMENTS, RESULTS, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT, THIRD PARTY SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH ANY OF THE UNCHAINED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.

23.4 PLATFORM OPERATION AND CONTENT.

Unchained does not warrant that the data, assessments, results, content, functions, or any other information offered on or through any of the Unchained Services, or any third-party sites will be uninterrupted, or free of errors, viruses or other harmful components and do not warrant that any of the foregoing will be corrected.

23.5 ACCURACY.

Except as specifically provided in writing by Unchained, Unchained does not warrant or make any representations regarding the use or the results of the use of any of the Unchained Services or any third-party sites in terms of correctness, accuracy, reliability, or otherwise.

23.6 HARM TO YOUR COMPUTER.

You understand and agree that you use, access, download, or otherwise obtain information, materials, assessments, results or data through any of the Unchained Services or any third-party site, at your own discretion and risk and that you will be solely responsible for any damage to your property (including your computer system) or loss of data that results from the download or use of such material or data.

23.7 NOT A BANK, ADMINISTRATOR, CUSTODIAN OR ISSUER OF VIRTUAL CURRENCY. NO FDIC INSURANCE.

Unchained is not an administrator, custodian or issuer of virtual currency or a bank, broker-dealer, investment club, or investment advisor, but rather a platform through which users can create, monitor, and sign transfers from bitcoin multisignature addresses, through which borrowers can use their bitcoin as collateral for loans, and through which users can purchase bitcoin from and sell bitcoin to Unchained. No funds are deposits or obligations of Unchained. No funds are guaranteed by Unchained, the FDIC, the SIPC, or any other government entity. Users shall be solely responsible for compliance with all applicable U.S. and international laws and regulations relating to the use of bitcoin. Each of the borrowers and other users of the Unchained Services shall indemnify and hold harmless Unchained for all claims, losses, damages, liabilities, including legal fees and expenses, arising out of or related to the use of vaults or use of bitcoin as collateral, including the violation (whether intentional or not) of any applicable U.S. or international laws.

24. LIMITATION OF LIABILITY AND DAMAGES

24.1 LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL THE UNCHAINED PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE OF THE SITE OR THE OTHER UNCHAINED SERVICES, OR APPLICATION FOR ANY BITCOIN SECURED LOAN OR ANY OTHER INTERACTIONS WITH UNCHAINED, EVEN IF UNCHAINED OR AN UNCHAINED AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, UNCHAINED’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

24.2 LIMITATION OF DAMAGES.

IN NO EVENT WILL THE UNCHAINED PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE AND THE OTHER UNCHAINED SERVICES, INCLUDING THE APPLICATION OR RECEIPT OF ANY BITCOIN SECURED LOAN, OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE GREATER OF (A) $50 AND (B) THE FEES PAID BY YOU, IF ANY, TO UNCHAINED DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, WHICHEVER IS GREATER. Nothing in this section Is intended to limit Unchained’s responsibility or liability to you with respect to any Bitcoin Collateral or to the return of your Bitcoin Collateral after your Bitcoin Secured Loan, including any interest and other amounts due has been paid in full.

24.3 RELEASE FOR DISPUTES BETWEEN USERS.

If you have a dispute with any other Users or other third parties, you hereby release Unchained and the other Unchained Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

24.4 THIRD PARTY SITES.

THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD-PARTY SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN UNCHAINED AND RECEIVED THROUGH OR ADVERTISED ON ANY OF THE UNCHAINED SERVICES OR RECEIVED THROUGH ANY THIRD-PARTY SITES.

24.5 BASIS OF THE BARGAIN.

YOU ACKNOWLEDGE AND AGREE THAT UNCHAINED HAS OFFERED THE UNCHAINED SERVICES AND THE BITCOIN SECURED LOANS, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND UNCHAINED, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND UNCHAINED. UNCHAINED WOULD NOT BE ABLE TO PROVIDE ANY OF THE UNCHAINED SERVICES OR THE BITCOIN SECURED LOANS TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

24.6 LIMITATIONS BY APPLICABLE LAW.

Certain jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If you reside in such a jurisdiction, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights. the limitations or exclusions of warranties, remedies or liability contained in these terms apply to you to the fullest extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.

25. UNITED STATES EXPORT CONTROLS

You agree not to import, export, re-export, or transfer, directly or indirectly, any part of the Unchained Services or any underlying intellectual property, information or technology except with Unchained’s prior written approval and in full compliance with all United States, foreign and other applicable export control laws and regulations.

26. MISCELLANEOUS

26.1 NOTICE.

Unchained may provide you with notices, legally required and otherwise, by email, regular mail or postings on any of the Unchained Services. Notice will be deemed given twenty-four hours after the email is sent, unless Unchained is notified that the email address is invalid. Alternatively, Unchained may give you any notice by mail to a postal address, if provided by you through any of the Unchained Services. In such a case, notice will be deemed given three days after the date of mailing. Notice posted on the Site or any of the Unchained Services is deemed given upon your first use of any of the Unchained Services after such notice has been posted.

26.2 WAIVER.

The failure of Unchained to exercise or enforce any right or provision of these Terms or under any of the Loan Documents will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms or any of the Loan Documents will be effective only if in writing and signed by Unchained.

26.3 COMPLAINTS.

If you have any questions, concerns or complaints about the Unchained Services, these Terms, or anything else, please contact our Client Services team at (844) 486-2424 or hello@unchained.com.

If our Client Services team is unable to resolve your issue, you must send a written complaint to consumer-complaints@unchained.com. Please include a description of your complaint, the resolution you are seeking, and any other relevant information. If you do not follow the formal complaint process described above before seeking arbitration or other legal action, we may seek to dismiss your claim.

Once you’ve sent a written complaint, we will investigate. In certain cases, we may need to contact you to obtain additional information. After appropriate investigation, we will send you an email informing you if we have approved your proposed resolution. We may also offer alternative solutions. Our goal is to resolve complaints within 15 days. However, if we are unable to do so, we will specify the deadline by which we will make a determination, which will not be more than 35 business days from the date you submitted your written complaint to as specified in this section.

26.4 DISPUTE RESOLUTION.

If a dispute arises between you and Unchained, the goal is to provide you with a neutral and cost-effective method of resolving the dispute quickly. Accordingly, you and Unchained agree that any dispute, claim or controversy at law or equity that arises out of these Terms, the Site or any of the other Unchained Services, or any Bitcoin Secured Loan (a “Dispute”) will be resolved in accordance with this section or as Unchained and you otherwise agree in writing. Before resorting to these dispute methods, Unchained strongly encourages you to first contact Unchained directly to seek a resolution. Any arbitration provisions in this section do not apply to a Bitcoin Secured Loan that is “consumer credit” extended to a “covered borrower” as those terms are defined in the Military Lending Act (10 U.S.C. 987 et seq) and its implementing regulations.

The parties hereby irrevocably and unconditionally agree that service of process in any such Dispute may be affected by mailing a copy of such process by certified mail, postage prepaid, to such party at the address provided by such party.

(a) Choice of Law. THESE TERMS SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY DISPUTE OR OTHERWISE IN CONNECTION WITH THESE TERMS, ANY OF THE UNCHAINED SERVICES OR ANY BITCOIN SECURED LOAN.

(b) Arbitration and Class Action Waiver. PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.

(i) Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND UNCHAINED (WHETHER OR NOT SUCH CLAIM INVOLVES A THIRD PARTY) IN CONNECTION WITH THESE TERMS, ANY OF THE UNCHAINED SERVICES OR ANY BITCOIN SECURED LOAN, INCLUDING WITHOUT LIMITATION, YOUR RIGHTS OF PRIVACY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES (IN THE CASE OF A CONSUMER LOAN) OR COMMERCIAL DISPUTES (IN THE CASE OF A BUSINESS OR OTHER COMMERCIAL LOAN) AND YOU AND UNCHAINED HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND UNCHAINED WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. Any such arbitration shall be in English and be held in Travis County, TX and the number of arbitrators shall be one (1). Except as otherwise required by law, the parties and the arbitrator agree to keep confidential and not disclose to third parties any information or documents obtained in connection with the arbitration process, including the resolution of the Dispute. You may bring claims only on your own behalf. NEITHER YOU NOR UNCHAINED WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT TO ARBITRATE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST UNCHAINED INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Unchained is a party to the proceeding.This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.

(ii) Judicial Forum for Disputes. In the event that the agreement to arbitrate under this section is found not to apply to you or your claim, you and Unchained agree that any judicial proceeding (other than small claims actions) must be brought solely and exclusively in, and will be subject to the applicable procedural rules of, the federal or state courts of Travis County, TX. Both you and Unchained irrevocably consent to venue and personal jurisdiction there. Notwithstanding the foregoing, Unchained may bring a claim for equitable relief in any court with proper jurisdiction.

(iii) Survival. This arbitration agreement will survive the repayment of any Bitcoin Secured Loan or termination of your use of any of the Unchained Services or your relationship with Unchained.

(c) 30 Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in this section above by sending written notice of your decision to opt-out to hello@unchained.com. The notice must be sent to Unchained within thirty (30) days of your registering to use the Unchained Services or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them. Notwithstanding the foregoing, in the case of a Bitcoin Secured Loan, if you have not opted out prior to executing the relevant loan documents, these arbitration provisions will continue to apply to any Dispute related to said Bitcoin Secured Loan.

(d) Improperly Filed Disputes. All claims you bring against Unchained must be resolved in accordance with this section. All claims filed or brought contrary to this section shall be considered improperly filed. Should you file a claim contrary to this section, Unchained may recover attorneys’ fees and costs, provided that Unchained has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

(e) Prevailing Party. In the event that either party institutes any legal suit, action or proceeding against the other party arising out of or relating to these Terms, the Privacy Policy, or any of the Unchained Services, or any Bitcoin Secured Loan, the prevailing party in the suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.

(f) LIMITATION ON TIME TO FILE CLAIMS. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE PRIVACY POLICY, ANY OF THE UNCHAINED SERVICES, ANY BITCOIN SECURED LOAN, ANY PRODUCT OR OTHER SERVICES, ANY CONTENT OR YOUR RELATIONSHIP WITH UNCHAINED MUST BE COMMENCED WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

26.5 SEVERABILITY.

If any provision of these Terms (including the Privacy Policy or any Policies) is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

26.6 ASSIGNMENT.

These Terms and related Policies, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Unchained without restriction. Any assignment attempted to be made in violation of these Terms shall be void.

26.7 SURVIVAL.

Upon termination of these Terms, your use of the Site any of the other Unchained Services or the Bitcoin Secured Loans or your relationship with Unchained, your obligations with respect to any outstanding Bitcoin Secured Loan shall continue without change and any provision which, by its nature or express terms should survive, will survive such termination or expiration

26.8 HEADINGS.

The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

26.9 ENTIRE AGREEMENT.

These Terms, along with the Privacy Policy, the Policies, the Loan Documents, and any other service-specific documents you may execute with Unchained are the entire agreement between you and Unchained relating to the subject matter herein. 

26.10 NO AGENCY, ADVISORY OR FIDUCIARY RELATIONSHIP.

No agency, partnership, joint venture, employee-employer, custodian, fiduciary or franchisor-franchisee relationship between you and Unchained, is intended or created by these Terms.

UNCHAINED HAS NO FIDUCIARY OBLIGATIONS TO YOU IN PROVIDING THE VAULT SERVICES, THE SECURED LOANS, OR ANY OTHER PRODUCT OR SERVICE, AND FURTHER SHALL HAVE NO DUTIES TO YOU OF ANY KIND BEYOND THE IMPLIED CONTRACTUAL DUTY OF GOOD FAITH AND FAIR DEALING.

You acknowledge you have had the opportunity to consult with an attorney, tax advisor, and/or investment advisor, and that Unchained has not provided you with any legal, tax, or investment advice of any kind.

Bitcoin is a highly volatile asset and it involves a high degree of risk. You represent that you have the necessary experience, understanding, and financial capacity to bear the risks associated with purchasing and holding bitcoin. You understand and accept that there is the potential for a total loss of value. Unchained does not provide any investment advice, and you should consult with an investment advisor regarding these matters.

26.11 GEOGRAPHIC RESTRICTIONS.

Certain Unchained Services may only be available in certain jurisdictions (the “Limited Services”). Unchained makes no claims that any of the Limited Services are available outside of jurisdictions where they are approved. If you attempt to access one of the Limited Services in a jurisdiction where it has not been approved, you do so on your own initiative and are responsible for compliance with local laws and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Unchained with respect thereto.

26.12 FORKS

The bitcoin blockchain sometimes splits in such a way as to result in more than one related version (any instance of such split, a “Fork”). In addition, sometimes a third party attempts to or does distribute (sometimes called “airdropping”) a crypto asset to bitcoin addresses (any such distribution, an “Airdrop”). If a Fork or Airdrop occurs with respect to a bitcoin or address associated with a Vault or Bitcoin Collateral account for a Bitcoin Secured Loan, it may result in some right to a new crypto asset (the “Forked Asset”). Unchained will choose, in its sole discretion, which Forked Assets to support. You agree and understand that Unchained is unlikely to support most Forked Assets and that the Forked Assets will likely not be made available to you. You understand, acknowledge and agree that you have no right, claim or privilege in, or with respect to, any Forked Asset. If Unchained does not support a Forked Asset, you may not be able to claim the Forked Asset from your Vault or Bitcoin Collateral account promptly or at all, and you may lose any value associated with such Forked Asset. If Unchained determines not to support a Forked Asset, Unchained may, in its sole discretion, make the Forked Asset available to you on a one-time basis, based on your Vault or Bitcoin Collateral account balance at the time of the Fork, subject to the withholding and retention by Unchained of an amount reasonably calculated to fairly compensate Unchained for the cost of making such Forked Asset available and subject to Unchained’s withdrawal procedures. Unchained will notify you if Unchained elects to permit such a one-time withdrawal.

26.13 DISCLOSURES.

The Site and the Unchained Services are offered by Unchained located at mailing address: PO Box 662, Austin, TX 78767 and email: hello@unchained.com.

If you are a California resident, you may have this same information emailed to you by sending a letter to Unchained Capital, Inc., PO Box 662, Austin, TX 78767 with your email address and a request for this information.

26.14 THIRD PARTY BENEFICIARIES.

These Terms are intended solely for the benefit of you and Unchained (and any respective successors or permitted assigns), and it is not the intention of any party to confer third-party beneficiary rights upon any other party.

© 2022 Unchained Capital, Inc.