USER AGREEMENT (PAGE 1)

Last updated: May 2024

This is a User Agreement (in two web pages) between you, whether personally or on behalf of any entity (“you,” “user,” and “your”) and AcloudBank Labs LLC ("AcloudBank Labs," “we,” “us,” and “our”). This User Agreement ("Agreement" or “User Agreement”) governs your access to and use of all content, functionality, features, software mechanics, products and services offered by us, including without limitation self-custody wallets, bridge services to connect blockchains to one another, the generation and/or distribution of digital tokens, the implementation or launch of a blockchain or blockchains and our activities associated with such blockchain or blockchains, the provision of services to facilitate blockchain operating mechanics and such other products and services that we may offer from time to time ("AcloudBank Labs Services" or "Services") available on or through, exclusively or non-exclusively, the top level domain acloudbank.com, any sub-domain of such top level domain (including without limitation portal.acloudbank.com), and any other website, web application, mobile application or API operated by us (collectively, the “Site”), and is a binding agreement between you and us. Acloudbank, we, us or our By accessing or using AcloudBank Labs Services or the Site, including without limitation any action by you that may result in you receiving, holding, transferring, using or dispensing any Digital Asset as defined below, you agree that you have read, understand, accept and agree to be bound by all of the terms and conditions contained in this Agreement including our >> Privacy Policy, page 2 of this Agreement as well as the Fee Arrangement and the Arbitration Agreement. IF YOU DO NOT AGREE, PLEASE DO NOT USE THE SERVICES OR SITE.

Definition: The following term has the following meaning.

6, Prohibited Business Activities. You acknowledge, accept and agree that you will not use the Services or the Site in connection with any of the following businesses, activities, practices or items (collectively the “Prohibited Business Activities”):

  • Investment and Credit Services: Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; investment schemes. Restricted Financial Services: Check cashing, bail bonds; collections agencies. Intellectual Property or Proprietary Rights Infringement: Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder.Counterfeit or Unauthorized Goods: Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen. Regulated Products and Services: Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis. Drugs and Drug Paraphernalia: Sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs. Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body. Substances designed to mimic illegal drugs: Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom). Adult Content and Services: Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features. Unfair, predatory or deceptive practices: Pyramid schemes; investment opportunities or other services that promise high rewards; sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers. High risk businesses: Any businesses that we believe, in our sole discretion, pose elevated financial risk, or legal liability or any kind.

    • 7. Other Prohibited Actions. You acknowledge, accept and agree that Prohibited Activities and Prohibited Business Activities may not be exhaustive, and that we reserve the right to prohibit any other activity or action at our sole discretion with or without notice.

    8. Fee Arrangement. In return for us operating our Services, you agree to the following: you shall pay us up to or equaling 2% (the amount within this range being at our sole discretion) of the value of any transaction you make associated with your use of our Services (to be applied and deducted from you at the time of or upon the execution of a transaction made by you, where in the event of a dispute of what constitutes a transaction or an execution of a transaction is at our sole discretion), wherein for purpose of clarity such fees apply to, without limitation, your use of any Services, or any of your activities, connected with us acting as a CHP as generally described here (although, also at our sole discretion (without obligation on our part to specify which transactions are subject to fees and which are not), certain transactions may not be charged (collectively the "Fee Arrangement"). Any registration fee schema as generally described under the Membership & Sponsorship section here shall be considered separate and apart from the Fee Arrangement and shall exist as a Blockchain Transaction Cost (as defined below) to you. You acknowledge, accept and agree that any Blockchain Transaction Costs are additional to the Fee Arrangement, are your sole responsibility and are irrevocable and non refundable. All aspects of the Fee Arrangement shall be binding and irrevocable and any fees that you pay may only be returned to you in part or whole at our sole discretion. You also acknowledge, accept and agree that your payment of any fees associated with the Fee Arrangement are subject to complex systems operations, and that you accept that the fees within the Fee Arrangement are based on our good faith practicable efforts alone to assess and charge them, and that in the event of a dispute, what constitutes such good faith practicable efforts shall be at our sole discretion, and that if the charges you incur turn out greater than the posted fees for the Fee Arrangement, you shall have no refund rights and that your only recourse shall be to stop using our Services. Any aspect of the Fee Arrangement may be changed at any time at our sole discretion (unless otherwise at the discretion of blockchain operating protocols) without your consent and without information directly to you from us. In the event of any dispute or disagreement over an interpretation of the Fee Arrangement or Mechanical Costs (as defined below), final and binding interpretation shall be at our sole discretion. You acknowledge, accept and agree that it is up to you to check this page for any updates to any aspect of the Fee Arrangement or for any other updates to this Agreement, that there might be a discrepancy between this posted Fee Arrangement and the fees you incur due to a reasonable delay in updating the posting of updated fees, that what constitutes a reasonable delay is at our sole discretion, and that your ongoing use of Services constitutes your acceptance of any existing Fee Arrangement. You also acknowledge that we do not own or control the underlying software protocols which govern the operation of any blockchain, including without limitation the blockchain called or known as AcloudBank, and that such protocols may likely also have fees or transaction mechanics associated with use that require the payment of or capture and retention of a certain amount of an underlying Digital Asset or of another Digital Asset (the “Blockchain Transaction Costs”). All Blockchain Transaction Costs incurred by you are your sole responsibility, including without limitation whether or not such fees were incurred as a result of any of our Services performing as intended or in error and/or whether or not you had been made aware of any such costs before you incurred them. You acknowledge, accept and agree that we may also capture a certain amount of Digital Assets from you to cover any of our own Blockchain Transaction Costs (the “Mechanical Costs”) and such Mechanical Costs may vary and cover a variety of Services or mechanics and as such any such rates or fee schedules are not required to be published by us. Notwithstanding the foregoing, you may refer to the link here which provides a general outline / description of Mechanical Costs; and you acknowledge accept and agree that such description may not be fully formed and that we are under no obligation to adhere to or follow or reference such description when it comes to you paying any Mechanical Costs.

    All Mechanical Costs paid by you shall be binding, irrevocable and may only be returned to you in part or whole at our sole discretion. Any Mechanical Costs that are in excess of our own Blockchain Transaction Costs belong to us irrevocably and may only be returned to you in part or whole at our sole discretion. You acknowledge, accept and agree that any Mechanical Costs are additional to the Fee Arrangement, are your sole responsibility and are irrevocable and non refundable. If you do not agree with any aspect of the foregoing, please do not use our Services.

    9. Held Tokens. You understand, accept and agree that any Digital Assets held by us may be used by us in any way and for any purpose at our sole discretion.

    10. Personal Data. You acknowledge that we may process personal data in relation to you, and personal data that you have provided or in the future provide to us in relation to your employees and other associated individuals, in connection with this Agreement, the Site or the Services. Accordingly, you represent and warrant that: (i) your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and such data are accurate, up to date and relevant when disclosed; (ii) before providing any such personal data to us, you have read and understood our >> Privacy Policy and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided a copy of that >> Privacy Policy (as amended from time to time), to that individual; and (iii) if from time to time we provide you with a replacement version of the >> Privacy Policy, you will promptly read that notice and provide a copy to any individual whose personal data you have provided to us. 11. Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us.12. Limited License. AcloudBank Labs or our licensors own all right, title, and interest, including all intellectual property rights, in and to the Services and the Site, and any related content and technology, unless otherwise indicated. AcloudBank Labs hereby grants you a personal, limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use, copy, and distribute in connection with such use the Services or the Site. You obtain no other rights to the Services or the Site other than those specified in this User Agreement. Certain Services may be provided to you under a separate license, such as the MIT License, or another open source license. You agree you will not violate the terms of any such separate license. In the event of a conflict between the license granted to you in this User Agreement and any separate license, the separate license will prevail with respect to the Service that is the subject of the separate license.  

    13. Website Accuracy & Risk. Although we intend to provide accurate and timely information on the Site, the Site (including, without limitation, any of its content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. Information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we shall have no liability for such decisions. You acknowledge and accept that information provided by us or by third parties, including without limitation current or historical price and/or supply data for Digital Assets, is only an attempt to display information, and that AcloudBank Labs makes no representations or warranties to its accuracy. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Site.You understand accept and agree that if the Site or any of the Services cease to operate for any reason, including without limitation insolvency, loss of personnel or general ceasing of business operations for known or unknown reasons, you will have no claim to any Digital Asset or any asset or item of value that you might otherwise have or have had claim of ownership to by way of your use of the Site or the Services. For purpose of clarity, you understand accept and agree that any and all value of any asset that you subject to any operation may be at risk of losing all its full value by virtue of you using the Site or the Services, and that you agree to indemnify and hold us harmless and waive any claims against us in the event of any value loss you may incur whether impermanent or permanent, including without limitation the full value of any of your Digital Assets or other assets whether by way of your direct use of the Site or Services or by way of you accessing the Site or Services by or through other means.

    14. Third-Party Applications. If, to the extent allowed by AcloudBank Labs, you grant express permission to a third party to access or connect to you in your use of the Services, either through the third party's product or service or through the Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to you in your use of the Services. Further, you acknowledge and agree that you will not hold AcloudBank Labs responsible for, and will indemnify AcloudBank Labs from, any liability arising out of or related to any act or omission of any third party with access to you in your use of the Services and will waive any claims against us in the case of such an event. We may also provide you with the ability to use third party products or services on or through the Site or Services, which may include without limitation applications, software, data, content or operations, which may be provided or maintained by you or others (collectively “Third Party Applications”). You acknowledge, accept and agree that AcloudBank Labs is not responsible for, without limitation, the fitness, operation, accuracy, soundness, security or any aspect of Third Party Applications, that your use of Third Party Applications is at your sole risk, and that you will indemnify and will hold AcloudBank Labs harmless and waive any claims against us with respect to your use of or any aspect of any Third Party Applications.  

    15. Your Content. Some of the Services may let you share your own content (for example text, images, video, graphics, audio or other materials, “Your Content”). Before sharing Your Content through the Services, you promise and attest that you own and control all of the intellectual property rights to Your Content (or that you have the necessary license rights to the content) and that Your Content is lawful. We reserve the right to remove Your Content at our discretion, without notice and without liability.

    16. License to use Your Content. When you share Your Content through the Services, you retain your intellectual property rights in Your Content and you provide us with the following license to use Your Content: by using our Services you grant us a worldwide, non-exclusive, royalty-free, sublicensable, perpetual, and transferable license to host, publish, display, perform, reproduce, copy, distribute, communicate, modify, reformat, translate, or otherwise use Your Content (including your text, images, video, graphics, audio, files, communications, and any other content you provide) to operate, improve, develop, and promote our Services. If you see content that you believe violates your intellectual property rights, you agree to send us a notice of claimed intellectual property infringement using procedures in accordance with the Digital Millennium Copyright Act ("DMCA"). If procedures are not in accordance with DMCA, no action will be taken.

    17. Access Security. You are solely responsible for maintaining your security and access control over any Services, including without limitation your self-custody wallet (“Self-Owned Accounts”). You acknowledge accept and agree that any loss or compromise of any information associated with your Self-Owned Accounts may result in the loss or theft of Digital Assets and/or anything of value associated with your Self-Owned Accounts, that you are aware of such risks and will indemnify us, hold us harmless and waive any claims against us in the event of any such losses or theft. You are solely responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect, and backup your accounts and/or Your Content in a manner that will provide appropriate security and protection, which might include use of encryption. If you are not able to be responsible for your own account security, or do not want such an obligation, then you should not use the Services. Your obligations under this Agreement include ensuring any available software updates or upgrades to any of the Services you are using are promptly installed or implemented, and recording and securely maintaining any user names, passwords, private keys, public/private key pairs, and/or secret recovery phrases that relate to your use of the Services (the “Security Keys”). You acknowledge that certain methods of securing your Security Keys, such as storing it as a digital file on your personal device or on a cloud storage provider, may increase the risk that your Self-Owned Accounts or Security Keys will be compromised. You further acknowledge that we will not be held responsible if you share any of your Security Keys, whether you do so knowingly or unknowingly. For the avoidance of doubt, we take no responsibility whatsoever for any theft, use or misuse of any of your Security Keys that occur in any way, including without limitation by way of an intrusion into a cloud provider’s data repository; and the terms of this Agreement are applicable to any of the Services through which you generate any or all Security Keys (which may be thought of as a blockchain account and related password) regardless of their use, whether used with a blockchain protocol directly or with any other third party platform, business or offering or any other use.

    18. Nomenclature. You acknowledge, accept and agree that you are solely responsible for understanding any of the nomenclature, definitions and terms within this Agreement, and that you forego any rights to any claims of a lack of expertise or knowledge in your acceptance of this Agreement or your use of the Site or any of the Services.