We are happy that you are using the Services offered by Custodia Inc. (referred to herein as “Custodia,” “we,” “our,” or “us”). Ensure to read and understand these Terms and Conditions (“Agreement”) thoroughly. This document serves as a legal agreement between you and Custodia. When you accept (for example, by clicking “I Agree”), install, access or use the Services, you automatically agree to this Agreement. If you do not agree to this Agreement, then you may not use the Services.

If you access our software, you automatically agree to this Agreement.

A. GENERAL TERMS

1. AGREEMENT

This Agreement describes the terms that govern your usage of the services we provide, including content, updates and new releases, (collectively, the “Services”). It includes by reference:

a)    Custodia’s Privacy Policy we provided to you in the Services available on our software or otherwise.

b)    Any additional Terms and Conditions, from us or those from third parties.

c)     Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.

2. YOUR RIGHTS TO USE THE SERVICES

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. We only grant you the right to use the Services and only for the purposes described by Custodia. Until this Agreement no longer works, and as long as you meet any applicable payment obligations and comply with this Agreement, Custodia grants you a limited, personal, nonexclusive, nontransferable right and license to use our Services.

2.2 You agree not to use, nor permit any third party to use, the Services or content in any way that violates any applicable law, regulation or this Agreement. You with this, agree that you will not:

a)    Provide access to or give any part of the Services to any third party.

b)    Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.

c)     Make the Services available on any file-sharing or application hosting service.

3. BANK ACCOUNT LINKING

3.1 For Corporations who want to use the payment functionality of our application, you must open a "Dwolla Platform" account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. You authorize us to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla account activity, and can be reached at support@custodia.ai.

3.2 . For Individuals who want to use the payment functionality of our application, you expressly authorize Custodia’s service provider, Dwolla, Inc. to originate credit transfers to your financial institution account. You authorize us to collect and share with Dwolla your personal information including full name, email address and financial information, and you are responsible for the accuracy and completeness of that data. Dwolla’s Privacy Policy is available here.

4. USE WITH YOUR MOBILE DEVICE

Our software may be available to you on a compatible mobile device with internet access. You are responsible for the requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider that will make the software work on your device.

CUSTODIA MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

–       THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;

–       ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND

–       ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

5. YOUR PERSONAL INFORMATION. You can view Custodia’s Privacy Statement provided with the Services and on the website for the Services. You agree to the applicable Custodia Privacy Statement, and any changes published by Custodia. You agree that Custodia may use and maintain your data according to the Custodia Privacy Statement, as part of the Services. You give Custodia permission to combine information you enter or upload for the Services with that of other users of the Services or other Custodia services. For example, this means that Custodia may use your and other users’ non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for you to compare business practices with other users. Custodia is a global company and may access or store personal information in multiple countries, including countries outside of your own country, to the extent permitted by applicable law.

6. CONTENT ON THE SOFTWARE

6.1 You agree to be responsible for your content. You are responsible for all materials (“Content”) posted, uploaded, or stored through your use of the Services. With this, you give Custodia a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Custodia is not responsible for the Content or data you submit through the Services.

6.1 You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

●      Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;

●      Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;

●      Except as permitted by Custodia in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;

●      Virus, trojan horse, worm or other disruptive or harmful software or data; and

●      Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owners.

6.2 Custodia may monitor your Content. Custodia may monitor the content on the Services. We may disclose any necessary information to satisfy our legal obligations, to protect Custodia or its customers, or operate the Services properly. Custodia may refuse to remove, or post any Content, in whole or in part, judged in its own discretion to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

7. ADDITIONAL TERMS

7.1 Custodia does not give professional advice. Unless specifically included with the Services, providing legal, financial, accounting, tax, health care, real estate or other professional services or advice is not our job. Consult the services of a competent professional when you need this type of assistance.

7.2 We may tell you about other Custodia services. You may be offered other services, products, or promotions by Custodia (“Custodia Services”). Additional terms and conditions and fees may apply. With some Custodia Services, you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant Custodia permission to use information about your business and experience to help us to provide the Custodia Services to you and to enhance the Services. You grant Custodia permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant Custodia permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

7.3 Communications. Custodia may be required by law to send you communications about the Services or Third Party Products. You agree that Custodia may send these communications to you via email or by posting them on our websites

7.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact Custodia if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.

7.5 Telephone Numbers. You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that Custodia may use your telephone number for “multi-factor authentication” (“MFA”), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve Custodia sending text messages containing security codes to your telephone number.

8. DISCLAIMER OF WARRANTIES

8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTODIA, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,”SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. CUSTODIA AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

8.2 CUSTODIA, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

9. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF CUSTODIA, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, CUSTODIA, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET CUSTODIA SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF CUSTODIA AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF CUSTODIA, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

You agree to indemnify and hold Custodia and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). Custodia reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Custodia in the defense of any Claims.

10. CHANGES. We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.

11. TERMINATION. Custodia may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services effective immediately, in whole or in part, for suspicion of fraud, security, illegal activity or unauthorized access issues to protect the integrity of our Services or systems and comply with applicable Custodia policy, or if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Custodia’s rights to any payments due to it. Custodia may terminate a free account at any time. Sections 2.2, 3 through 15 will survive and remain in effect even if the Agreement is terminated.

12. EXPORT RESTRICTIONS. You acknowledge that the Services, including the mobile application, delivered by Custodia are subject to restrictions under applicable US export control laws, including US trade embargoes and sanctions and security requirements, and applicable country or local laws to the extent compatible with US laws. You agree that you will comply with these laws and regulations and will not export, re-export, import or otherwise make available products and/or technical data in violation of these laws, directly or indirectly.

13. GOVERNING LAW. NY state and Israeli law govern this Agreement without regard to its conflicts of laws provisions.

14. DISPUTES. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply California law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND CUSTODIA ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.

15. GENERAL. This Agreement, including the Additional Terms below, is the entire agreement between you and Custodia and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without the written approval of Custodia. However, Custodia may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Custodia or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact Custodia via an email to support@custodia.ai. 

16. AGE RESTRICTION. Custodia services are not designed for use by children. Persons under the age of 18 are restricted from using the Custodia app and platform.

17. CONTACT US. If you have any questions about this Agreement or any of our policies, please contact us via email at support@custodia.ai, phone at 855.888.4019 or letter at 217 W. 18th Street, #1696, New York, NY 10113.