Terms of Service

Bracket Labs Group, Inc. (the “Company,” “we,” “us,” or “our”) welcomes you.  These Terms of Service (“Terms”) are between the Company and the person accepting these Terms (“User,” “you,” or “your”).  These Terms govern your access to and use of the Company’s products and services, including, without limitation, (i) our website, (ii) our software-as-a-service platform that integrates with digital wallet providers, decentralized applications, and/or centralized and decentralized exchanges(iii) our stand-alone application known as “BracketX,” and (iv) our various offerings of packaged derivative contracts on digital assets (each, a “Product”) (collectively, items (i) through (iv) above are referred to as the “Bracket Products”).

Please note that the Company does not offer the Bracket Products or Services to persons or entities (i) who reside in, are located in, are citizens of, or incorporated in or have a registered office in the United States of America (“US Persons”), Canada, Iran, North Korea, Cuba, Syria, Myanmar (Burma), Crimea, Donetsk, Luhansk, or any country or territory subject to country-wide or region-wide economic sanctions by the US (“Restricted Territories”), and/or (ii) on lists maintained by US Office of Foreign Assets Control (OFAC) or US Dept. of Treasury (collectively, “Restricted Users”).  If you are a Restricted User, you are prohibited from using or accessing the Bracket Products or Services.  USE OF A VIRTUAL PRIVATE NETWORK (“VPN”) TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS PROHIBITED.

‍By clicking “I Accept” or by browsing the public areas of the Bracket Products, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms, and the terms and conditions of our Privacy Policy (the “Privacy Policy”), which is hereby incorporated by reference and made a part of these Terms (collectively, the “Agreement”). We may update the Agreement from time to time, and if you accept the modified terms or otherwise access or use the Bracket Products after such modified terms go into effect, you will be deemed to have agreed to the modified terms. It is your sole responsibility to review the Agreement from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Bracket Products. If you do not agree to any of the terms of this Agreement, then you are not permitted to access or use the Bracket Products. Our provision of the Bracket Products and granting you access thereto, and the ancillary services we provide in connection therewith, are collectively referred to herein as the “Services.”

‍THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.  THEY AFFECT YOUR LEGAL RIGHTS.  PLEASE READ THEM CAREFULLY.‍

1. Description of the Bracket Products and Services.
‍BracketX facilitates the purchase of “Brackets”, which are packaged derivative contracts on digital assets such as cryptocurrencies (“Digital Assets”) that have similar payoff characteristics as out-of-the-money Bull Call Spreads or Bear Put Spreads strategies. Brackets are sold with various expiration terms that give Users various leverage opportunities.

In addition to the traditional Brackets described above, we offer Channels and Epochs, which are also considered Bracket Products as used in these Terms.  

“Channels” are packaged derivative contracts on Digital Assets that are sold with a percentage range of spot price in which the Digital Asset must remain for a certain period of time.  From the point of purchase, the User experiences their claim value increasing until the spot price of the Digital Asset breaks out of the price range (terminates early), or the contract expires (whichever occurs first), at which point a claim to pay out the User for the Digital Asset is automatically made on behalf of the User.

“Epochs” are a form of Channels that are purchased in multi-User pools.  Epochs are packaged derivative contracts on Digital Assets that are set to automatically open at regular, periodic intervals.  Users can select the "stay in" or "break out" side of the contract in which to invest and must remain in the pool until the Epoch terminates early or expires, whichever is first. For each Epoch, users' claims to payouts for the applicable Digital Asset are based on the fraction of the full term that the applicable Digital Asset remained in the price range set for the Epoch. The payouts are split pro-rata among the pool of Users in the Epoch. Claims for payouts are made automatically to the User once the contract terminates early or expires.

All Brackets rely on blockchain oracle (“Oracle”) to connect to external systems such as on or off-chain data sources, pricing data, or real-world events. We use the Oracle to determine the price of Digital Assets at the time of purchase, and the Company relies on the Oracle to determine such prices. If the Oracle feed is unavailable at any time, the Company will rely upon the price determined at the time the Oracle feed becomes available. In addition, the Company uses smart contract automation services (“Keeper Contracts”) to automate the claiming of Bracket Products at expiry (or when applicable).
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In many cases, the Bracket Products are sold in the form of a non-fungible token (“NFT”), which represents and evidences the purchaser’s ownership of the purchased contracts, and acts as a link to the contracts using metadata.  NFTs are also deemed Digital Assets as used in these Terms.  The NFTs provided by the Company are not the contracts themselves, but tokens representing the contracts and authenticating the purchaser’s ownership in such contracts.  When a Bracket Product expires (i.e., the derivative contract expires), the NFT representing such Bracket Product no longer links to the contract, but will still exist as a unique, non-fungible token that the User may keep indefinitely, or sell, trade, or transfer, subject to certain restrictions, as further described below.  
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Often, our NFTs also link to unique digital artwork (“Artwork”), in addition to the contracts that they represent. This makes for a more interesting visual representation of your Bracket Product, and also serves as a unique digital asset even after the Bracket Product represented by the NFT expires. If you purchase a Bracket Product, and such a contract is delivered in the form of an NFT with Artwork underlying the NFT, your NFT will remain in your Wallet (as defined below) even after expiration of the Bracket Product. Ownership of the NFT, and your rights in and to the underlying Artwork, are further described below.

These Terms apply to all Bracket Products and Services offered by the Company, including the NFTs.  To receive certain Services, Users may be required to review and agree to additional terms of use and codes of conduct promulgated by the Company and/or our licensors from time to time.
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2. Eligibility.
‍The Bracket Products and Services are available only for individuals aged 18 years or older. If you are under 18, please do not use the Bracket Products or Services. By access and/or using the Bracket Products or Services, you represent and warrant that you are at least 18 and that you are not a Restricted User.  

We are under no obligation to accept any individual as a User of the Bracket Products or Services, and may accept or reject any registration in our sole and complete discretion.  In addition, we may, but are not required to, deactivate any account at any time, including, without limitation, if we determine that you have violated this Agreement.
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3. Connecting Your Wallet.
‍To access and use the Bracket Products and Services, Users must connect their digital wallet(s) (each, a “Wallet”) to the Bracket Product(s).  By connecting your Wallet to a Bracket Product, each User represents and warrants to the Company the following:  (a) User is an individual who is at least eighteen (18) years of age; (b) all information provided in connection with such User’s Wallet is correct and complete; (c) User shall not conduct any activity through the Bracket Products or Service that violates any applicable law; and (d) User is not a Restricted User and shall not re-sell, gift, or otherwise transfer a Digital Asset to a Restricted User.

When you link a Wallet to a Bracket Product, you understand and agree that you are solely responsible for maintaining the security of your Wallet and your control over any Wallet-related authentication credentials, private or public cryptocurrency keys, and Digital Assets or cryptocurrencies that are stored in or are accessible through your Wallet. Any unauthorized access to your Wallet by third parties could result in the loss or theft of Digital Assets and/or funds held in your Wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s).  The Company is not responsible for managing and maintaining the security of your Wallet, and we have no responsibility or liability to you for any unauthorized access to or use of your Wallet or if you are unable to locate your credentials. If you notice any unauthorized or suspicious activity in your Wallet that seems to be related to the Bracket Products or Services, please notify us immediately.
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Transactions that take place on any Bracket Product are managed and confirmed via Arbitrum, an L2 optimistic roll-up ultimately secured by Ethereum (the “Arbitrum Network”).  You understand that your Arbitrum Network public address will be made publicly visible whenever you engage in a transaction on a Bracket Product.  Further, you understand that we have no control over transactions on the Arbitrum Network.  We have no control over the blockchain networks. By using the Bracket Products and Services, you acknowledge and agree that: (i) we do not have the ability to cancel or otherwise modify any transaction; and (ii) the applicable blockchain network may fail to complete any transaction.
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The Bracket Products and Services are non-custodial. When you deposit Digital Assets into your Wallet connected to the Bracket Products, you retain control over those Digital Assets at all times. The private key(s) associated with the Arbitrum address from which you transfer Digital Assets are the only private key(s) that can control the Digital Assets in such Wallet. In some cases, you may withdraw Digital Assets from your Wallet only to the Arbitrum address from which you deposited the Digital Assets.  You own all rights, title, and interest in and to any Digital Assets held in your Wallet. You hereby represent and warrant to us that: (i) any Digital Assets that you transfer into your Wallet using a Bracket Product is owned by you at the time of transfer; and (ii) you are authorized to instruct us to carry out transactions relating to your Wallet, and all transactions on the Bracket Products initiated with your Wallet are for your own account and not on behalf of any other person or entity.
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4. Fees and Price Estimates.
‍You are required to pay all fees associated with your interactions with, and transactions that occur on, the Arbitrum Network, including “gas” costs, as well as all other fees reflected on the Bracket Products at the time of your use thereof. Fees provided through the Bracket Products may be estimates; actual fees may vary.

By placing an order for Digital Assets through the Bracket Products and Services, you agree that you are submitting a binding offer to purchase such Digital Asset, you agree to pay all applicable fees associated with the purchase, and you authorize the Company to automatically charge and collect such fees from your Wallet.  

You will be solely responsible to pay any and all VAT, taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your purchase of a Digital Asset (collectively, the “Taxes”).  You hereby agree that you: (a) will pay or reimburse us for all Taxes of any jurisdiction, including value added Taxes and Taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (b) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to this Agreement.
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The Bracket Products rely on third-party sources to determine the prices of Digital Assets, including an Oracle feed and Keeper Contracts.  All prices stated in a Bracket Product are estimates and the Company is not responsible or liable for inaccurate pricing information due to circumstances beyond our reasonable control, including, without limitation, unavailability of an Oracle feed, Keeper Contract, or the Arbitrum Network. Prices and pricing information may be higher or lower than prices available on platforms providing similar services.
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5. Community Guidelines.
‍By accessing and/or using the Bracket Products or Services, you agree to comply with the following community guidelines (the “Community Guidelines”):

• You will only access the Bracket Products and Services if you are eighteen (18) years of age or older and are not a Restricted User;
• You will not use or access the Bracket Products or Services from a jurisdiction (including an IP address in a jurisdiction) that we have, in our sole discretion, determined is a jurisdiction where the use of the Bracket Products and Services is prohibited, including the United States of America or any Restricted Territory;
• You will comply with all applicable laws relating to your use of the Bracket Products and Services and will not use the Bracket Products or Services for any unlawful, deceptive, or fraudulent purpose;
• You will not “stalk,” threaten, or otherwise harass another person;
• You will not access or use the Bracket Products or Services to collect any market research for a competing business;
• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; 
• You will not engage in improper or abusive trading practices, including (i) any fraudulent act or scheme to defraud, deceive, trick or mislead; (ii) trading ahead of another User of the Bracket Products or Services, or front-running; (iii) accommodation trading; (iv) fictitious transactions; (v) pre-arranged or non-competitive transactions; (vi) violations of bids or offers; (vii) spoofing or other market manipulation; or (viii) entering orders for the purpose of entering into transactions without a net change in either party’s open positions but a resulting profit to one party and a loss to the other party, commonly known as a “money pass;”
• You will not interfere with or attempt to interrupt the proper operation of the Bracket Products or Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Bracket Products or Services through hacking, password or data mining, or any other means; 
• You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Bracket Products or Services;   
• You will not use any robot, spider, scraper, or other automated means to access the Bracket Products or Services or any Digital Asset for any purpose without our express written permission; 
• You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; 
• You will let us know about inappropriate content of which you become aware; and
• You will not take any action that otherwise involves or results in the wrongful seizure or receipt of any Digital Assets, including purchase or sale of Digital Assets by illegal means.
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  We have the right, but not the obligation, to review and reject or remove content that, in our sole discretion, does not adhere to these Community Guidelines. We also reserve the right, in our sole and absolute discretion, to deny You access to any Site, or to any portion of any Site, for any reason with or without notice. We may, at our sole and absolute discretion, without notice or liability to You, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate Your user account.

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6. Our Content
Apart from Digital Assets, the Bracket Products, NFTs, and Services may contain material, such as software, data, text, graphics, images, designs, sound recordings, audiovisual works, information, and other material provided by or on behalf of the Company, including Artwork (collectively referred to as the “Content”).  Subject to Section 7 with respect to NFTs and the Artwork underlying them, you shall not (i) sell, transfer, assign, license, sublicense, or modify the Bracket Products, NFTs, or any Content; (ii) reproduce, display, publicly perform, make a derivative version of, distribute, reverse engineer or otherwise attempt to discover the source code of any software contained in or relating to the Bracket Products, NFTs, Services, Digital Assets, or any Content; or (iii) otherwise use the Bracket Products, NFTs, Services, Digital Assets, or any Content in any way for any public or commercial purpose or in any manner other than as expressly permitted in these Terms.  We retain all right, title and interest and in and to (x) the Bracket Products, NFTs, Services, and all Content therein or thereon; (y) all improvements and modifications to, and derivative works of, the Bracket Products, NFTs, Services, and all Content therein or thereon; and (z) all intellectual property rights relating to the foregoing.  You do not obtain any rights to the Bracket Products, NFTs, Services, or any Content, except for the limited right to access and use the Bracket Products, NFTs, Services, and Content as expressly permitted herein. 

The trademarks, service marks, and logos used and displayed on the Bracket Products and Services may be registered and/or unregistered trademarks or service marks of the Company of our licensors (collectively, the “Trademarks”).  Nothing herein should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks.  Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing.  All goodwill generated from the use of the Trademarks inures to the benefit of us or our licensors.
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7. Ownership of the NFTs and Associated Artwork

‍When you purchase a Bracket Product, you become the owner of the Bracket Product and the NFT authenticating and evidencing your ownership in such Bracket Product, but excluding ownership in and to the underlying Artwork in the NFT.

The Company owns and shall retain all right, title, and interest in and to the Artwork.  Upon your purchase of a Bracket Product and receipt of an NFT, the Company hereby grants to you a worldwide, non-exclusive, perpetual, royalty-free license to use, copy, and display the Artwork in connection with the NFT in accordance with the terms set forth herein.  You shall not, nor shall you authorize or permit any third party to, do or attempt to do any of the foregoing without the Company’s express prior written consent, nor shall you use the Artwork in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others. If you Transfer (as defined below) your NFT, such license shall automatically be deemed assigned to any subsequent transferee(s) of such NFT.  All rights to the Artwork not granted herein are hereby expressly reserved by the Company. 
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After becoming the owner of a Bracket represented by an NFT, you are prohibited from selling, trading, or otherwise transferring that Bracket while the Bracket is active.  Once the Bracket has expired, you will be permitted to auction, sell, trade, gift, transfer, or otherwise dispose of (“Transfer”) the NFT to third parties on any compatible third-party trading platform.  For clarity, the Transfer of any NFT issued by the Company can only be accomplished by transferring the NFT using a third-party platform that permits such Transfers and is compatible with your Wallet.  The NFT cannot be traded on any Bracket Labs owned platform or before expiration or early termination. Upon such Transfer, all ownership in that NFT automatically passes from you to the transferee.  Your right to Transfer an NFT issued by the Company to a third party is conditioned upon the transferee’s acceptance of this Agreement. You agree not to enable the creation of or attempt to create any fractionalized interest in the NFT. Each NFT may only be Transferred as a whole and single asset.  In addition, you shall not Transfer the NFT to any transferee that is (i) a Restricted User, (ii) otherwise located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or (iii) listed on any U.S. Government list of prohibited or restricted parties.  
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8. Assumption of the Risk Relating to Digital Assets and Blockchain.

Volatility
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The prices of Digital Assets (including NFTs) are extremely volatile and subjective.  Digital Assets have no inherent or intrinsic value.  Fluctuations in the price of other Digital Assets could materially and adversely affect the value of your Digital Assets, which may also be subject to significant price volatility.  We cannot guarantee that any Digital Assets will retain their original value, as the value of tokens or collectibles is inherently subjective and many factors may materially impact the value and desirability of any particular Digital Asset.
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Inherent Risks
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There are risks associated with using Digital Assets, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet.  The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new laws, rules, regulations, or policies may materially adversely affect the potential utility or value of your Digital Assets.  ANY PURCHASE OR SALE YOU MAKE, ACCEPT OR FACILITATE, WHETHER INSIDE OR OUTSIDE OF THE BRACKET PRODUCTS OR SERVICES, OF A DIGITAL ASSET, WILL BE ENTIRELY AT YOUR RISK.  THE COMPANY DOES NOT CONTROL OR ENDORSE PURCHASES OR SALES OF DIGITAL ASSETS OUTSIDE OF THE BRACKET PRODUCTS AND SERVICES.  

Use of Blockchain

The Digital Assets exist only by virtue of the ownership record maintained on the blockchain in the Arbitrum Network.  We may store Digital Assets on our own servers or those of our third-party service providers.  YOU ACCEPT AND ACKNOWLEDGE THAT WE WILL NOT BE RESPONSIBLE FOR ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS, OR DELAYS YOU MAY EXPERIENCE WHEN USING THE ARBITRUM NETWORK, HOWEVER CAUSED.  UPGRADES TO THE ARBITRUM NETWORK, OR A CHANGE IN HOW TRANSACTIONS ARE CONFIRMED ON THE ARBITRUM NETWORK MAY HAVE UNINTENDED, ADVERSE EFFECTS ON ALL BLOCKCHAINS USING THE ARBITRUM NETWORK.

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

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ARBITRUM NETWORK, OR YOUR ELECTRONIC WALLET, INCLUDING, BUT NOT LIMITED TO, ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS, PRIVATE KEYS, OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING, OR OTHER MEANS OF ATTACK AGAINST THE SITES, THE ARBITRUM NETWORK, OR ANY WALLET.

9. DISCLAIMERS.  
ALL INFORMATION PROVIDED ON OR THROUGH THE BRACKET PRODUCTS AND SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A RECOMMENDATION FOR ANY INVESTMENT OR ADVICE OF ANY KIND, AND SHALL NOT CONSTITUTE OR IMPLY ANY OFFER TO PURCHASE, SELL OR HOLD ANY SECURITY, OR TO ENTER INTO OR ENGAGE IN ANY TYPE OF TRANSACTION.  WE ARE NOT LICENSED AS BROKERS, BROKER-DEALERS, LAWYERS, ACCOUNTANTS, OR INVESTMENT ADVISORS, AND WE DO NOT PROVIDE INVESTMENT, LEGAL, TAX, OR OTHER ADVICE.  YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU SHOULD SEEK YOUR OWN PROFESSIONAL ADVISERS, INCLUDING LEGAL COUNSEL, FOR LEGAL, BROKERAGE, OR ACCOUNTING SERVICES AND THAT THE COMPANY’S PRODUCTS AND SERVICES ARE NOT A SUBSTITUTE FOR SUCH THIRD-PARTY PROFESSIONALS.  WE MAY PROVIDE ADVICE AND PROFESSIONAL RECOMMENDATIONS TO ASSIST YOU TO RENDER INFORMED DECISIONS.  OUR SERVICES ARE NOT MEANT TO BE A SUBSTITUTE FOR LEGAL ADVICE OR YOUR EXERCISE OF YOUR OWN BUSINESS JUDGMENT.  ANY SUCH JUDGMENTS OR DECISIONS ARE MADE AT YOUR SOLE ELECTION.  WHEN OUR PRODUCTS OR SERVICES INCLUDE ESTIMATES OR PREDICTIONS OF FUTURE EVENTS OR BEHAVIORS, WE MAKE NO GUARANTEES AS TO THE OCCURRENCE OF SUCH FUTURE EVENTS OR BEHAVIORS.  

IN ADDITION, ANY PRICES DETERMINED BY THE COMPANY USING AN ORACLE FEED, CLAIMS MADE USING A KEEPER CONTRACT, OR OTHERWISE MAY BE INACCURATE FOR REASONS OUTSIDE OF THE COMPANY’S REASONABLE CONTROL.  THE COMPANY IS NOT RESPONSIBLE OR LIABLE FOR INACCURATE PRICES RESULTING FROM DELAYS OR UNAVAILABILITIES OF ORACLE, KEEPER CONTRACTS, THE ARBITRUM NETWORK, OR OTHER FACTORS OUTSIDE OF OUR CONTROL.
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YOU UNDERSTAND AND AGREE THAT PURCHASING A CONTRACT THROUGH A BRACKET PRODUCT DOES NOT NECESSARILY ENTITLE YOU TO PURCHASE A DIGITAL ASSET IN THE PRICE RANGE FOR WHICH YOU PURCHASED SUCH CONTRACT.  IF YOU HAVE PURCHASED A BRACKET PRODUCT AND THE PRICE OF THE APPLICABLE DIGITAL ASSET DOES NOT ENTER THE CLAIMABLE RANGE SET FORTH IN THE BRACKET PRODUCT, YOUR BRACKET PRODUCT WILL NOT BE USABLE, AND YOU WILL HAVE NO RECOURSE.  ALL BRACKET PRODUCTS ARE PURCHASED AT YOUR OWN RISK.
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THE COMPANY PROVIDES, AND USER ACCEPTS, THE BRACKET PRODUCTS, THE SERVICES, AND ALL DIGITAL ASSETS OBTAINED THROUGH THE FOREGOING ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE BRACKET PRODUCTS AND SERVICES, WILL OPERATE ERROR-FREE, THAT THE BRACKET PRODUCTS AND SERVICES, THE SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. WE HEREBY DISCLAIM ANY AND ALL WARRANTIES RELATING TO THE BRACKET PRODUCTS AND SERVICES AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT: (I) YOUR ACCESS TO OR USE OF THE BRACKET PRODUCTS AND SERVICES OR ANY DIGITAL ASSETS WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE BRACKET PRODUCTS AND SERVICES OR ANY DIGITAL ASSETS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) THE BRACKET PRODUCTS, SERVICES, OR ANY CONTENT OR FEATURES MADE AVAILABLE ON OR THROUGH THE BRACKET PRODUCTS OR SERVICES, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE BRACKET PRODUCTS OR SERVICES WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

THE DIGITAL ASSETS ABOUT WHICH INFORMATION IS PROVIDED ON THE  BRACKET PRODUCTS AND SERVICES, AND ANY INFORMATION PROVIDED IN CONNECTION WITH THE  BRACKET PRODUCTS AND SERVICES, ARE NOT NECESSARILY VIEWED BY THE ISSUER OR SPONSOR OF ANY SUCH DIGITAL ASSETS, OR THOSE BUYING OR SELLING THE DIGITAL ASSET, AS SECURITIES UNDER APPLICABLE LAWS. AS A RESULT IT IS UNLIKELY THAT FULSOME DISCLOSURES FROM THE ISSUER OR SPONSOR, OR ANY EXECUTIVE OFFICER ASSOCIATED WITH THE DIGITAL ASSET OR RELATED PROTOCOL HAVE BEEN PROVIDED, AND OTHERS MAY HAVE BETTER OR MORE INFORMATION THAN THE INFORMATION MADE AVAILABLE TO YOU VIA THE  BRACKET PRODUCTS AND SERVICES, ANY INFORMATION PROVIDED IN CONNECTION WITH THE  BRACKET PRODUCTS AND SERVICES OR TO WHICH YOU MAY INDEPENDENTLY HAVE ACCESS.
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THESE TERMS DO NOT REPRESENT A COMPLETE STATEMENT OF RISK FACTORS ASSOCIATED WITH DIGITAL ASSETS THAT MAY BE PURCHASED OR TRACKED THROUGH THE  BRACKET PRODUCTS AND SERVICES OR THAT MAY BE FEATURED OR DISCUSSED IN CONNECTION WITH THE  BRACKET PRODUCTS AND SERVICES. YOU SHOULD CONSIDER THESE RISK WARNINGS CAREFULLY AND TAKE APPROPRIATE ADVICE BEFORE TAKING ANY DECISION TO PURCHASE OR TRADE A BRACKET PRODUCT.
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THE BRACKET PRODUCTS AND SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS.  UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED ON THE  BRACKET PRODUCTS AND SERVICES.  WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE  BRACKET PRODUCTS AND SERVICES AT ANY TIME WITHOUT NOTICE.  
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YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
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WE PROVIDE A TECHNOLOGY PLATFORM THAT CONNECTS BUYERS AND SELLERS OF DIGITAL ASSETS, AND FACILITATES TRANSACTIONS BETWEEN THEM.  WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. WE DO NOT AND CANNOT CONTROL THE ACTIONS OR OMISSIONS OF ANY INDIVIDUAL WITH WHOM YOU DEAL ON THE  BRACKET PRODUCTS AND SERVICES.  YOUR INTERACTIONS AND TRANSACTIONS WITH ANY OTHER USER THROUGH THE  BRACKET PRODUCTS AND SERVICES ARE SOLELY BETWEEN YOU AND THAT USER, AND WE ARE NOT A PARTY TO ANY SUCH INTERACTION OR TRANSACTION.  WE HEREBY DISCLAIM ANY AND ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER OF THE  BRACKET PRODUCTS AND SERVICES, AND ALL LIABILITY IN CONNECTION WITH ALL INTERACTIONS OR TRANSACTIONS MADE BETWEEN OR AMONG ANY OTHER USERS OF THE  BRACKET PRODUCTS AND SERVICES.  IF YOU HAVE AN ISSUE WITH ANY INTERACTION OR TRANSACTION THAT YOU ENTERED INTO WITH ANOTHER USER OF THE  BRACKET PRODUCTS AND SERVICES, YOU MUST ADDRESS THAT ISSUE DIRECTLY WITH THE OTHER USER AND NOT WITH US – WE HAVE NO OBLIGATION TO ASSIST IN ANY OF THESE DISPUTES.  
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10. Limitation of Liability for Damages.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS, (I) IN NO EVENT SHALL THE COMPANY BE LIABLE TO USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, BUSINESS INTERRUPTION LOSSES, OR LOSS OF DATA, RESULTING FROM THIS AGREEMENT, ACTIVITY AT THE BRACKET PRODUCTS OR SERVICES, OR ACTIONS BY THIRD PARTIES, REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING EXPRESS CONTRACT, IMPLIED CONTRACT, NEGLIGENCE, WARRANTY, OR MISREPRESENTATION, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) DIRECT DAMAGES ARE LIMITED TO THE AMOUNT OF THE PURCHASE PRICE PAID BY USER TO THE COMPANY FOR THE DIGITAL ASSET THAT IS THE SUBJECT OF ANY USER CLAIM.
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ANY CLAIM RELATED TO THE  BRACKET PRODUCTS AND SERVICES OR ANY DIGITAL ASSET PURCHASED USING THEM BROUGHT UNDER THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE EVENT THAT IS THE SUBJECT OF SUCH CLAIM.  
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SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
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NOTHING IN THESE TERMS OF SERVICE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.   
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11. Accessibility; External Sites.  
We may use third parties for services relating to the technology used to receive, store, and transmit data (such as server operations, hosting, maintenance, support, upgrading, and repair).  Servers relating to the functioning of the Bracket Products and Services may occasionally be inaccessible due to repair, maintenance, upgrades, power sources, and other factors.  Information transmitted by Users may be sent over an unsecured connection to an email service provider.  
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The Bracket Products and Services may contain links to third-party websites (“External Sites”).  These links are provided solely as a convenience to you and not as an endorsement by us of the content or products available through such External Sites.  The External Sites may offer third-party goods and services (the “Third Party Products”), and you acknowledge and agree that: (i) we do not manufacture or sell the Third Party Products and thus have no control over the quality, safety, legality or efficacy of any Third Party Product; (ii) we have no involvement in any transaction involving any Third Party Products; and (iii) we shall have no liability with respect to any Third Party Product or any transaction or interaction between you and the provider of any Third Party Product.
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The content of such External Sites is developed and provided by others.  You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.  We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites.  You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs.  If you decide to access linked External Sites, you do so at your own risk.
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12. Suspension or Termination of Products and Services.
You agree that we have the right to immediately suspend, pause or cancel your access to the Bracket Products or Services if we suspect, in our sole discretion, that (i) your access is being used for money laundering or any illegal activity or otherwise in violation of our Community Guidelines; (ii) you have concealed or provided false identification information or other details; (iii) you have engaged in fraudulent activity; (iv) you have acquired Digital Assets using inappropriate methods (including but not limited to using stolen funds or payments methods, or attempting to chargeback your payment while retaining or disposing of a Digital Asset); (v) you are using, employing, or operating bots or other forms of automation and/or multiple accounts to engage in any activity on a Bracket Product or Service; or (vi) you have otherwise acted fraudulently or in violation of this Agreement.
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IF WE HAVE A REASONABLE BELIEF THAT YOU HAVE ENGAGED IN ACTIVITIES (i) THROUGH (vi) ABOVE, THE COMPANY RESERVES THE RIGHT, IN OUR SOLE DISCRETION, TO CLOSE AND/OR EXPIRE DERIVATIVE CONTRACTS.  IN SOME CASES WHERE WE SUSPECT FRAUD OR RISK ASSOCIATED WITH YOUR USE OF THE  BRACKET PRODUCTS OR SERVICES, WE MAY CHOOSE, IN OUR SOLE DISCRETION, TO CLOSE AND/OR EXPIRE DERIVATIVE CONTRACTS IN OUR SOLE, ABSOLUTE DISCRETION.  
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Except as expressly set forth in this Section, the Company has no control over, and no ability to control, your Wallet.

13. Digital Millennium Copyright Act

Reporting Claims of Copyright Infringement  
We respect the intellectual property rights of others and attempt to comply with all relevant laws.  We will review all claims of copyright infringement received and remove any content deemed to have been posted or distributed in violation of any such laws.  Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

Copyright Agent
Michael Wasyl
Bracket Labs Group Inc.
2901 W Bluegrass Blvd.Suite 200
Lehi,  UT  84043

legal@bracket.fi

If you believe that your work has been copied on the Bracket Products or Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Bracket Products or Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

Counter-Notification Procedures  
If you believe that material you posted on the Bracket Products or Services was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our copyright agent (identified above).

Pursuant to the Act, the Counter-Notice must include substantially the following: (i) your physical or electronic signature; (ii) an identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled; (iii) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (iv) a statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; (v) a statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Bracket Products or Services may be found) and that you will accept service from the person (or an agent of that person) who provided the Bracket Products or Services with the complaint at issue.
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The Act allows us to restore the removed content if the party filing the original notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.
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Please be aware that if you knowingly materially misrepresent that material or activity on the Bracket Products or Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the Act.
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14. Promotions
The Company may offer certain promotions and rewards programs from time to time, which may be subject to separate additional terms and conditions.  If you choose to participate in any of our promotions, rewards programs, or challenge opportunities, you agree that in order to grant you rewards we may require additional information from you, including, without limitation, personally identifiable information that we may use to report rewards issued to applicable governmental authorities as required (such as for tax purposes).  Our collection, use, and disclosure of such personally identifiable information shall at all times be subject to the terms and conditions of our Privacy Policy.
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ALL REWARDS ARE PROVIDED BY THE COMPANY ON AN “AS IS” BASIS. THE COMPANY DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE REWARDS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
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Please be advised that by accepting any reward you acknowledge and agree that you may be liable to pay Taxes on such rewards.  It is your responsibility to determine your tax liabilities and to comply with applicable law. Consult with your tax professional regarding potential tax implications related to rewards.
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15. User Responsibility and Indemnification.
You acknowledge and agree that your access to the Bracket Products, Services, Content and Digital Assets are based upon the truth of the promises, statements, and representations made in this Agreement.  You are solely responsible for any costs, expenses, and damages arising from breaches of this Agreement or third party assertions inconsistent with User promises, statements, representations, and warranties. This obligation survives termination of this Agreement.  You agree to use your best efforts to assist the Company in the investigation and resolution of any third party claim or assertion inconsistent with User’s obligations under this Agreement, at no charge and promptly upon receipt of notice from the Company of such claim or assertion.
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You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (i) breach of any of your representations, warranties, covenants, or other obligations under these Terms; (ii) your misuse of the Bracket Products or Services, or any Digital Assets; (iii) your gross negligence or willful misconduct; (iv) any transaction that you enter into with another User of the Bracket Products or Services; or (v) any actual or alleged infringement or misappropriation of third party intellectual property rights by any content provided by you to the Company.  We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding.  We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section.  In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
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16. Communications with Us.
Although we encourage you to email us, we do not want you to, and you should not, email us any content that contains confidential information. With respect to all emails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.
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17. Compliance with Applicable Laws.
The Bracket Products and Services are based in the United States, however, Restricted Users are not permitted to access and use the Bracket Products or Services, including US Persons.  Your access to the Bracket Products and Services from outside of the United States is at your own risk, and at all times you are solely responsible for ensuring compliance with the laws of your specific jurisdiction in connection with your access to and use of the Bracket Products and Services.
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18. Notices; Electronic Communications.
We may provide User with notices by email using the information provided by User to us, or by postings to the Bracket Products or Services.  Notice is deemed given upon the earlier of (a) actual receipt, (b) twenty-four (24) hours after an email is sent, or (c) ten (10) calendar days after a notice is posted to the Bracket Products.  User stipulates to electronic communications as the sole method of notice and communications, including service of legal process.  During the term of this Agreement it is possible that the purchase, sale, use, and transfer of ownership of Digital Assets may become subject to one or more laws not in effect as of the effective date hereof, or a change in the ownership of intellectual property rights of our licensors relevant to Digital Assets and Content.  Such new laws, if any, or change of ownership, may fundamentally alter the power of the Company to grant the rights above or the exercise of such rights by User.  In such case, we may update our Terms.  
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19. Privacy.
Account information provided by User, and data about User generated in connection with this Agreement and User activities related to the Bracket Products or Services containing personally identifiable information, are subject to our Privacy Policy.
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20. Entire Agreement.‍‍
This Agreement incorporates by reference all terms appearing at the links identified in this Agreement.  The Agreement may be updated and modified by us from time to time. Those modifications are incorporated as part of the Agreement.  If User does not accept the modifications to the Agreement, its sole remedy is to conclude its use of the Bracket Products and Services.  By continuing to access or use the Bracket Products and Services after such modifications are made, you confirm your acceptance of the modified Agreement and all of the terms incorporated therein by reference effective as of the date these Agreement is modified. It is your sole responsibility to review the Agreement from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Bracket Products or Services.    

Provisions which, by their nature, are intended to survive termination shall continue, by way of example, exclusive remedy, shortened statute of limitation, indemnification, and limitation of liability for damages.  
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21. Binding Arbitration.  
Subject to Section 23 below, in the event of a dispute arising under or relating to this Agreement (“Dispute”), you agree to first contact the Company and attempt to resolve the Dispute informally by sending a written notice of your Dispute to the Company by email at legal@bracket.fi (“Notice”). The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought.  We will respond to any such Notice as soon as reasonably practicable after receipt.  If you and the Company cannot reach an agreement to resolve the Dispute within sixty (60) days after our receipt of such Notice, then either party may elect to finally and exclusively resolve the Dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”).  Any election to arbitrate, at any time, shall be final and binding on the other party.  
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IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION.  ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.  
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All Disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in Salt Lake City, Utah, U.S.A. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration.
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22. Class Action Waiver.
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually.  To the full extent permitted by Law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.  YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

23. Equitable Relief.
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights or confidential and proprietary information by You, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of Utah for purposes of any such action by us.

24. General Terms.  
This Agreement shall be governed by and construed in accordance with the laws of the State of Utah without regard to conflict of laws principles.  We reserve the right, in our sole discretion, to terminate this Agreement and/or restrict, suspend, or terminate your access to all or any part of the Bracket Products or Services, at any time and for any reason without prior notice or liability.  We reserve the right to change, suspend, or discontinue all or any part of the Bracket Products or Services at any time without prior notice or liability.

No waiver by the Company shall be implied. A waiver must be in writing and signed by an officer of the Company. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties’ intent set forth in such portion and only to the extent necessary to make it enforceable. The remaining provisions of this Agreement will remain in full force and effect. The Company may assign, subcontract, delegate, and transfer its rights and obligations under this Agreement to a third party.  User represents he or she has the legal power to enter into this Agreement.  This Agreement is binding upon the heirs, personal representatives, successors, and assigns of User. The section headings herein are provided merely for convenience and shall not be given any legal import.

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We have the right, but not the obligation, to review and reject or remove content that, in our sole discretion, does not adhere to these Community Guidelines.  We also reserve the right, in our sole and absolute discretion, to deny You access to any Site, or to any portion of any Site, for any reason with or without notice.  We may, at our sole and absolute discretion, without notice or liability to You, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate Your user account.