Turnkey Terms of Service

Last Updated: August 11, 2025

Welcome to Turnkey! Turnkey Global, Inc. (together with its affiliates, “Turnkey,” “we,” “us,” or “our”) provides a digital, noncustodial key management solution that supports its users’ (“User”, “you” or “your”) ability to securely decrypt and sign data using its proprietary API technology (collectively, “Platform”). Turnkey enables Users and Covered Users (as defined below) to (i) securely control asymmetric, cryptographic private keys using Authentication Credentials (as defined below); and (ii) make use of additional functionality and developer tools as Turnkey may add to the Platform or otherwise make available from time to time (collectively the “Services,” as further defined below). This Turnkey Terms of Service, together with any Order Form (as defined below), and all attachments, appendices, exhibits, schedules, policies, and instructions attached hereto, as amended from time to time (collectively, the “Terms”) forms a binding contract between you and Turnkey. These Terms, along with our Privacy Policy (“Privacy Policy”), govern your use of and access to the Turnkey Site (defined below), the Services and the Platform.

Please read these Terms carefully. They cover important information about the Services provided to you and any applicable charges or fees associated with the Services. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, class action waiver, confidentiality and resolution of disputes by arbitration instead of in court.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: THESE TERMS CONTAIN AN ARBITRATION AGREEMENT UNDER SECTION 19, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE USER TO SUBMIT CLAIMS USER HAS AGAINST TURNKEY TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (1) USER WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST TURNKEY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) USER WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

1. ACCEPTANCE OF THE TERMS

By clicking “I Agree,” using the Services, or by creating an account through www.turnkey.com, www.turnkey.io or any other website owned or operated by Turnkey (collectively, the “Turnkey Site”) or by otherwise using or accessing the Turnkey Site, the Platform or the Services (or any portion thereof, including using or downloading any Turnkey API or SDK), including, through or in connection with a Bundled Product Integration (as defined below), you hereby agree that you have read, understand and agree to be bound by all of the terms and conditions contained in these Terms, as well as the Privacy Policy. If you are entering into these Terms on behalf of a company, legal entity or other organization (which, without limitation, will be deemed to be the case if you sign up to use any Service or create an account using an email address from such company, legal entity or other organization), you represent that you have the authority to bind the company, entity or organization to these Terms and the terms “User”, “you” or “your” will also refer to such company, legal entity or other organization. If you don’t agree to be bound by these Terms, you may not access or use the Services, Platform or any Bundled Product Integration.

To receive certain development, support, or other managed or enterprise services (collectively, the ”Managed Services”) you may be required to enter into an enterprise services agreement (an “Enterprise Services Agreement”) or one or more order forms describing the Managed Services to be performed and the applicable fees, terms and conditions (each an Order Form”“).

If you have entered into a separate executed agreement with Turnkey for any services, including an Enterprise Services Agreement, the terms of that agreement will govern your use of solely those Managed Services explicitly set forth therein. If you provide any Bundled Product Integration (as defined below) you will be considered a “Turnkey Integration Partner” for the purposes of these Terms and you agree that, in addition to (and without otherwise limiting) your responsibilities and obligations as a User under these Terms, your use of the Services will be governed by, and subject to your compliance with, the additional obligations and responsibilities required when acting in the capacity of a Turnkey Integration Partner as set forth herein.

If you are (a) building any End-User Application (as defined below) on top of or otherwise utilizing the Services or Platform (a “Direct Application Developer”), or (b) using any Bundled Product Integration (as defined below) or otherwise accessing or using any of Turnkey’s Services or the Platform through or facilitated by a Turnkey Integration Partner (an “Indirect Application Developer”, together with a Direct Application Developer, each individually an “Application Developer” and collectively, the “Application Developers”), by doing so, you hereby agree to be bound by all of the terms and conditions applicable to both Users and Application Developers (including those applicable to Direct Application Developers and Indirect Application Developers, respectively) contained in these Terms, as well as the Privacy Policy. If you are an Indirect Application Developer, you further acknowledge and agree that the way you access the Services, the Platform or the features and functionality available to you may be determined or controlled by the applicable Turnkey Integration Partner or Bundled Product Integration and, in addition to these Terms, your use and access may be governed by any separate agreement(s) or applicable terms of service or privacy policy entered into directly between you and the Turnkey Integration Partner.

2. AMENDMENTS TO THE TERMS

Amended Terms. We are continuously working to enhance our existing services and expand our current offerings which may require us to update these Terms. We may amend or modify these Terms at any time by posting the modified terms on the Turnkey Site, posting a notice through the Platform, or by providing a copy to you through any other method of communication which we deem reasonable. In the case of an Indirect Application Developer, such notice may be communicated to you indirectly through a Turnkey Integration Partner or Bundled Product Integration. If you are a Turnkey Integration Partner, you acknowledge and agree that it is your responsibility to ensure that your Application Developers are notified about any updates we make to our Terms pursuant to this provision. You agree that your continued use of or access to the Services, the Platform or any Bundled Product Integration after we have posted modified Terms, constitutes acceptance of such modifications. If you do not agree to be bound by the changes, you may not use the Services, Platform or any Bundled Product Integration anymore and your sole and exclusive remedy is to terminate your use of the Services and close your Account or, if applicable, export your Private Key. Because our Services are evolving over time we may change, suspend or discontinue all or any part of the Services, at any time and without notice, at our sole discretion. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

3. YOUR ACCOUNT; USER RESPONSIBILITIES

Account Creation. To directly use the Services, you’ll have to create an account via the Platform (your “Account”), by providing your email address and initially authenticating with a secure, supported FIDO2 hardware authentication device, provided that, if you are an Indirect Application Developer, the way you sign up for or access the Services may be different, as determined by the applicable Turnkey Integration Partner (and for the avoidance of doubt, you may not be required to create an Account). By creating an Account (on your own behalf or for a company, entity, or organization), you become the initial Root User (as defined below) and, if applicable, represent and warrant to Turnkey that you have the authority to act on such entity’s behalf. A “Root User” is an Authorized User with full administrative permissions over the Account, including the ability to add additional Root Users and Covered Users, and to create sub-accounts or sub-organizations under the Account.

Authorized Users and Covered Users. For purposes of these Terms, “Authorized User” means, with respect to the User, with respect to a User, any employee, consultant, agent, representative, or other person or entity permitted by the User to access or use the Services on the User’s behalf through the Account (including any sub-accounts or sub-organizations), whether as an API or web user, and includes Root Users. All Authorized Users are also “Covered Users.” If you are using the Services in connection with a product or service that allows your end-users to access or interact with the Services or Platform such as an “End-User Application” or in your capacity as an Application Developer then those end-users are Covered Users. If you offer a “Bundled Product Integration” that enables end-customers (each deemed an Application Developer) to build End-User Applications, then each Application Developer, their Authorized Users, and their end-users are also Covered Users.

Authentication Credentials. After creating your Account, you (and your Covered Users) may associate multiple Authentication Credentials (as defined below) with your Account, which may serve as backup authentication methods for Account access. If you or your Covered Users do not add any backup Authentication Credentials and you lose the hardware authentication device you used when initially setting up your Account, you will lose access to your Account and any and all Private Keys (as defined below) and Digital Assets (as defined below) associated with your Account. In order to use the Services, including to generate Private Keys, User (or any applicable Covered Users) will be required to create one or more “Authentication Credentials,” which are private keys, API key credentials, hardware authentication devices, passkeys, email or SMS authentication, or any other codes, secrets or other available authentication methods that User or any applicable Covered User utilizes to access your Account or any part of the Services. User is responsible for safekeeping all Authentication Credentials associated with User’s Account, including, all Covered User Authentication Credentials. For the avoidance of doubt, unless explicitly indicated otherwise, any reference to Account in these Terms shall be deemed to include all sub-accounts, organizations and sub-organizations associated with the Account (including those associated with or controlled by any Covered User).

Your Account, Your Responsibility. You are solely responsible for securing all Authentication Credentials and for any activity associated with your Account, whether by you, your Covered Users, or any third party with access to your Account information, Authentication Credentials, or related email addresses or phone numbers—regardless of whether such access is authorized or known to you. Turnkey is not responsible or liable if anyone accesses your Account or associated Authentication Credentials (or email accounts) and initiates or authorizes a Signature Request or modifies the Policy Rules. You must promptly notify Turnkey if any Authentication Credentials are lost, stolen, or otherwise compromised. If you or your Covered Users lose access to your Authentication Credentials—such as by misplacing or replacing the original hardware device without having added backup Authentication Credentials—you may permanently lose access to your Account, the Services, Signature Request functionality, and any associated Private Keys. Turnkey cannot retrieve or restore Authentication Credentials and has no responsibility if you or your Covered Users provide an incorrect email address or phone number (whether directly or through any Bundled Product Integration or End-User Application). This may result in permanent loss of access to Private Keys and any associated funds. Turnkey is not liable for any failure to correctly enter, maintain, or secure email addresses, phone numbers, or related accounts, including any resulting unauthorized access, hacks, phishing, spoofing, or other malicious activity.

Responsibility for User’s Digital Assets. As between User and Turnkey, User shall remain solely responsible for all Digital Assets you or your Covered Users use in connection with the Turnkey Services, including the responsibility for the safekeeping of the Digital Assets you or your Covered Users use in connection with the Services. For purposes of these Terms, (i) “Digital Assets” means digital currencies, cryptocurrencies, decentralized application tokens, protocol tokens, smart contracts, Protocol-based assets, stablecoins, cryptoassets and other cryptofinance and Digital Assets and instruments, to the extent Turnkey currently supports curve encryption formats necessary for Private Key generation for such assets based on the technical specifications of the corresponding Protocol; and (ii) “Protocol” means a digital ledger in which transactions made with a Digital Asset are recorded chronologically. For the purposes of these Terms, “Private Key” means an asymmetric, cryptographic key that is secret and is uniquely contained within the Services, and is used as part of a public-key cryptographic algorithm.

Application Developer Responsibilities. For the avoidance of doubt and without limiting any of the foregoing responsibilities, if you are an Indirect Application Developer, you and the applicable Turnkey Integration Partner are jointly and severally responsible for safeguarding all Authentication Credentials used by you and your Covered Users in connection with the Services via the Bundled Product Integration, including all end-user Authentication Credentials. As between Turnkey and the Application Developer, the Application Developer is solely responsible for: all Digital Assets owned or used by it or its Covered Users in connection with the Services, Bundled Product Integration, or any End-User Application, including their safekeeping; all activity associated with its Covered Users, Authentication Credentials, and Private Keys, whether authorized or not and whether or not known to the Application Developer. Turnkey will not be responsible or liable if anyone accesses the Application Developer’s (or its Covered Users’) Authentication Credentials and initiates a Signature Request or takes any action involving associated Private Keys or wallets. The Application Developer must, and must require all Covered Users (including end-users of any End-User Application), to use reasonable means to secure all hardware, software, Authentication Credentials, and email accounts used to access or use the Services via the Bundled Product Integration or End-User Application, consistent with industry-standard security practices and the Documentation. Application Developer must inform Covered Users of, and require them to acknowledge, the following risks: (x) loss of access due to missing or unbacked Authentication Credentials; (y) incorrect or unsecured email addresses or phone numbers; and (z) risks associated with using Key Export or Key Import functionality. The Application Developer must promptly notify Turnkey (and, if applicable, the Turnkey Integration Partner) of any known or suspected theft or compromise of information related to use of the Services, including Authentication Credentials. Each Account or sub-account may only be accessed and used by the specific Application Developer or Covered User for whom it was created.

Key Export. As part of the Services, Turnkey offers optional functionality that allows Users, their Authorized Users or Covered Users, the ability to export or make a copy of their respective Private Key(s) generated by the Services onto their hardware device for use with another wallet provider (“Key Export”). User is solely responsible for enabling (or disabling) and implementing Key Export functionality under its Account or by its Covered Users (including any such implementation as part of any End-User Application or Bundled Product Integration). If User chooses to enable Key Export functionality, User agrees (x) to do so strictly in accordance with the Documentation, including with respect to the implementation of such functionality into any Bundled Product Integration or End-User Application; and (y) that User and its Covered Users will be solely responsible for the security of the exported Private Key and the Digital Assets contained therein. Notwithstanding anything to the contrary in this Agreement, following Key Export, Turnkey shall have no responsibility for or liability in connection with any exported Private Key, or the Digital Assets contained therein, including, for signing of transactions, enforcement of Policy Rules, any failure by User or a Covered User to properly secure their exported Private Key, or, any unauthorized access, hacks or malicious attempts or phishing scams deployed to obtain access to exported Private Keys or devices or accounts containing exported Private Keys. Prior to allowing a Covered User to export a Private Key, User will require its Covered Users to hold Turnkey harmless from any liability or responsibility related to exported Private Keys.

Key Import. As part of the Services, Turnkey offers optional functionality that allows Users, their Authorized Users or Covered Users, the ability to import their existing wallets or private keys from another platform, hardware or software device onto Turnkey’s Platform (“Key Import”). User is solely responsible for enabling and implementing Key Import and for safeguarding any associated seed phrases, authentication credentials, or devices stored outside the Services. If Key Import is enabled, User agrees to implement it in accordance with the Documentation and to accept full responsibility for the security of any imported private key or wallet. Turnkey disclaims all liability for imported wallets or private keys, including their use outside the Services, loss of seed phrases, or any unauthorized access or phishing during import. Covered Users must hold Turnkey harmless from any liability related to Key Import.

Implementation. For the avoidance of doubt, User is solely responsible for all implementation decisions User makes in connection with the Services (including as part of any Bundled Product Integration or End-User Application), including (i) implementation choices that determine access to or control of Private Keys (i.e., access or control limited to a Covered User or granted to User on behalf of a particular Covered User), (ii) enabling or disabling Key Export, access and permissioning for Covered Users, (iii) Account and organization structuring (including subaccount or sub-org structure) and (iv) permitting types of Authentication Credentials. For the avoidance of doubt, the foregoing list is provided solely for illustrative purposes and does not constitute an exhaustive list of User’s implementation considerations or or optionality

5. AUTHORIZED AND COVERED USERS

General. User is solely responsible for (i) selecting its Authorized Users and configuring the specific permissions and appropriate level of access for each of its Authorized Users associated with its Account, as well as the type or method of access, including for selecting and determining the manner and method of Account access and appropriate permissions for the Covered Users who are not Authorized Users, (ii) ensuring that every Covered User complies with the applicable provisions of these Terms in connection with such Covered User’s use of the Services, of which User is fully and directly responsible to Turnkey for any act or omission which violates these Terms by each such Covered User in connection with their use of the Services or the Platform (including through any Bundled Product Integration or End-User Application), (iii) using, and require all Covered Users to use, all reasonable means to secure hardware and software used to access the Services (including Authentication Credentials and email accounts) in accordance with customary security protocols and the Documentation, (iv) promptly notifying Turnkey if User or any Covered User knows or reasonably suspects that any information (including Authentication Credentials) has been compromised and (v) ensuring that each account (including sub-accounts) for access to and use of the Services may only be accessed and used by the specific Covered User for whom such account or sub-account is created.

End User Authorization. If you are a Turnkey Integration Partner or Application Developer, your end-customers (including your Application Developers and their authorized users or end users of any End-User Application) are considered your Covered Users. User is solely responsible for and has sole discretion and responsibility over: (i) determining whether any User end-customers (and, if applicable, their authorized users and end-users) are eligible to access or use the Services or Platform (including via any Bundled Product Integration or End-User Application), and their permitted level of access, including authorization to create and use Authentication Credentials, initiate Signature Requests, and use any other features enabled by User; and (ii) ensuring that all User end-customers (and, if applicable, their authorized users and end-users) comply with these Terms and all applicable laws, rules, and regulations, (iii) providing customer service to Covered Users. User will not permit any Covered User or end-user located, ordinarily resident, organized, established, or domiciled in a any country or jurisdiction subject to comprehensive U.S. economic sanctions or an arms embargo (“Sanctioned Countries”) to access any portion of the Services or Platform, including via any Bundled Product Integration or End-User Application.

Prevention of Unauthorized Use. User, and each Root User and Authorized User individually affirm to Turnkey that Authorized User is authorized to act on behalf of User’s business, and User affirms all other Covered Users are duly authorized. User will use commercially reasonable efforts to detect and prevent unauthorized or fraudulent activity connected with the Services, Platform, Bundled Product Integration, or End-User Application, and you remain solely responsible for implementing, supporting, and operating any such integrations or applications.

6. USER REPRESENTATIONS AND WARRANTIES

Without limiting any other representation or warranty made by User in these Terms, User further represents and warrants to Turnkey the following, and that User, its Authorized Users, and its Covered Users will comply with the following, and that User is fully responsible for any acts, omissions, breach or violation, by any such party:

If you are an individual, you are of legal age to form a binding contract. If you are acting on behalf of an entity or organization, you have authority to bind that entity or organization to these Terms.
You are solely responsible for, and assume all risk arising from, your use of Third-Party Services (as defined in Section 8), including websites, applications, protocols, smart contracts, or other resources. You will comply with all applicable third-party terms and rules when using any Third-Party Services. You understand that such services may carry unique risks, including smart contract vulnerabilities, economic exploits, or protocol changes that could result in loss of funds or Digital Assets. Turnkey is not a party to, and has no liability for, your interactions or transactions with any Third-Party Service.
You and your Covered Users will comply with all laws and regulations that apply to you, your Covered Users, your and your Covered Users’ use of the Services, and your and your Covered Users actions and omissions that relate to the Services, including but not limited to export restrictions, end-user restrictions, antiterrorism laws, anti-money laundering (AML) laws, and economic sanctions, and you will not instruct or cause Turnkey to engage in any activity that would violate applicable laws or regulations. If your or your Covered Users’ use of the Services is prohibited by applicable laws or regulations, then you and your Covered Users aren't authorized to use the Services. If permits and licenses are required for you or your Covered Users to use the Services, you must first obtain those prior to such use. Turnkey is not responsible for your or your Covered Users’ use of the Services in a way that breaks the law or violates applicable regulations.
If you are a Turnkey Integration Partner or Application Developer, you represent that any Bundled Product Integration, End-User Application, or other application you develop will at all times comply with all applicable laws, and that you have obtained and will maintain all necessary permits, licenses, registrations, and approvals.
You and your Covered Users will use the Services in accordance with the Documentation, including in connection with any Bundled Product Integration or End-User Application. Neither you nor your Covered Users, nor any parties acting on your behalf (including subsidiaries, affiliates, officers, directors, employees, agents, contractors, consultants, or beneficial owners), are: (i) located in a Sanctioned Country; (ii) dealing with persons located or organized in a Sanctioned Country or identified on any sanctions list maintained by OFAC, the U.S. Commerce Department, or the U.S. Department of State; and (iii) lacking internal controls reasonably designed to ensure compliance with the foregoing.
If you are an entity or organization, you maintain and implement (i) a compliance program consistent with applicable U.S. and non-U.S. export control and trade sanctions laws, (ii) AML, sanctions, and fraud prevention standards aligned with your business operations, and (iii) other policies sufficient to ensure compliance with applicable law (collectively, the “Minimum Compliance Policy Requirements”).
You will comply with all applicable privacy laws and regulations, including those governing personal data of Covered Users, and with the Privacy Policy. You agree not to input personally identifiable information into any freeform fields within the Services. You will maintain and adhere to a privacy policy that clearly discloses to your Covered Users what personal data you collect and how it is used and shared (including for advertising) with Turnkey and third parties.
If you are a Turnkey Integration Partner, you agree to the following with respect to each Application Developer's use of the Services, including through any Bundled Product Integration: (i) before granting access, you will (x) require acceptance of applicable User terms and privacy policies, and (y) screen the Application Developer in accordance with your compliance policies, including the Minimum Compliance Policy Requirements in Section 6; (ii) as a condition of use, you will require each Application Developer to agree to these Terms and the Privacy Policy; (iii) you will promptly notify them of any amendments to these Terms; (iv) you will ensure they are aware of, and acknowledge, all risks set forth in these Terms, including those related to Authentication Credentials, Key Import, and Key Export; and (v) you will use commercially reasonable, good faith efforts to ensure each Application Developer’s implementation and use complies with applicable law, these Terms, the above requirements, and the Documentation.
If you are an Application Developer, you agree to: (i) include in your End-User Application terms of service (“End-User Application Terms”): (x) a requirement that end users comply with applicable law; (y) restrictions, obligations, and risk acknowledgments consistent with those in these Terms, including those related to Authentication Credentials, Key Import, and Key Export; and (z) a provision holding Turnkey harmless from any liability related to such risks, including exported Private Keys, seed phrases, or access credentials for imported private keys stored outside the Services; (ii) require end users to accept the End-User Application Terms before accessing the End-User Application; (iii) monitor end-user activity for compliance with the End-User Application Terms; (iv) use commercially reasonable efforts to enforce those terms upon becoming aware of any violations; and (v) screen each end user in accordance with your compliance policies, including the Minimum Compliance Policy Requirements in Section 6. You will also use commercially reasonable, good faith efforts to ensure that each end user’s use of the End-User Application complies with applicable laws, these Terms, the requirements above, and the Documentation.
If you are a Turnkey Integration Partner or Application Developer, you understand the inherent risks associated with cryptographic systems and you have an understanding of the usage and intricacies of native cryptographic tokens, smart-contract based tokens and blockchain-based software systems.
Upon request, you will provide Turnkey with information and records required to satisfy Turnkey’s legal obligations, including, information or additional documentation from Covered Users.
You will promptly inform Turnkey in writing if any of the above representations and warranties cease to be true.

7. FEES AND BILLING

Plans & Subscriptions. You can find a description of our Service tiers, subscription plans and pricing options on our website, and we will explain additional Service options that are available to you from time-to-time. Certain Service tiers are provided to you free-of-charge, but we reserve the right to charge for certain or all Services in the future. Some features and functionality may only be available under paid plans or tiers or may be subject to limitations, caps or additional fees. We reserve the right to modify the Service options or functionality available under our Service tiers in our sole discretion, including but not limited to imposing or modifying limitations or caps on certain functionality (including but not limited to limiting the number of sub-organizations or wallets that may be created).

Paid Services. The fees for the Services shall be as presented to you when you sign up to use or access the Services and are subject to the payment terms applicable to the plan or tier associated with your Account. If you or your organization has multiple Accounts (including but not limited to, separate staging and production account environments), (a) you agree that these will be collected treated as one Account for purposes of calculating limitations or caps associated with your Services tier and (b) you agree to be billed collectively for all Accounts and sub-accounts associated or affiliated with your organization, unless agreed otherwise by us in writing. Please note that any payment terms or associated usage limitations presented to you in the process of using or signing up for the Services (including when selecting a subscription plan or tier) are deemed part of these Terms. Service plans or tiers are automatically renewing subscriptions that may require recurring payments (depending on the plan selected or unless explicitly stated otherwise). We reserve the right to change our fees at our discretion with notice.

Billing. We use a third-party payment processor to bill you through a payment account linked to your Account for use of the Services. The processing of payments through a payment processor will be subject to the terms, conditions and privacy policies of the payment processor. By choosing to use the Services, you agree to pay us, through a payment processor, in accordance with the applicable payment terms. We reserve the right to correct any errors or mistakes that the payment processor makes even if it has already requested or received payment. You agree to pay us based on all activity that occurs under or associated with your Account and your Covered Users (including any and all activity by or through any Bundled Product Integration or End-User Application). If you fail to pay any amounts due to Turnkey under these Terms or any Enterprise Service Agreements or Order Form within sixty (60) days of the applicable due date, Turnkey may, upon written notice, suspend access to any or all Services until such amounts are paid in full.

Payment Method. The terms of your payment will be based on your payment method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method. If we, through the payment processor, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand.

Recurring Billing. Unless otherwise expressly specified in an Enterprise Service Agreement, Order Form, or other valid written agreement with Turnkey, you have chosen a recurring payment plan and authorize us to automatically charge your credit card in the amount of your usage, in accordance with your subscription plan or tier (as applicable), in arrears on a monthly basis until your service is terminated. By choosing a recurring payment plan, you acknowledge that such Services have a recurring payment feature, and you accept responsibility for all recurring charges prior to revoking such authorization. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT.

Current information required. You must provide current, complete and accurate information for billing in your Account, including a valid credit card. You must promptly update all information relevant to billing to keep your Account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us or our payment processor if your payment method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your Authentication Credentials. Changes to such information can be made in your Account settings. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of the Services under your Account unless and until you have terminated your use of the Services, provided that, you will remain responsible for paying (i) all usage-based fees you incur prior to such termination and (ii) any remaining recurring fees under any Enterprise Services Agreement or Order Form for the remainder of the then-current term.

Auto-Renewal. If you have signed up for a subscription-based plan, unless you have terminated your subscription, any Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current rate for the applicable Service (which rates are subject to change at any time at our discretion). To change or resign your Services at any time, go to Account settings. If you terminate your use of the Services, you will only be billed for your usage prior to termination. However, if applicable, you will not be eligible for a prorated refund of any portion of a subscription fee already paid for the then-current subscription period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE SERVICES THROUGH YOUR ACCOUNT SETTINGS OR TERMINATE YOUR ACCOUNT BEFORE THE END OF THE RECURRING TERM.

Reaffirmation of Authorization. Your non-termination or continued use of the Services reaffirms that we are authorized to charge your payment method for the Services. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Services.

Abusive Usage. Turnkey may monitor the Services for users abusing, circumventing, or attempting to abuse or circumvent restrictions associated with the Services or any applicable subscription plans or tiers. Turnkey may take action against you including, but not limited to, billing you for overages, requiring you to upgrade your plan, discontinuing your, or your Covered Users,’ use of the Services or your plan, or terminating your, or your Covered Users’, access to the Services if it is determined by Turnkey, in its sole discretion, that you or your Covered Users employed means, or that your Bundled Product Integration, End-User Application or other application or service permitted others, to circumvent any restriction or limitation applicable to the Services or your plan.

Third-Party Fees. Any fees, charges, transaction costs, or downtime incurred through a third-party (including Coinbase, Coinbase Services, MoonPay, and MoonPay Services defined below) are your sole responsibility. Turnkey does not collect, hold, or refund such fees, nor is Turnkey liable for any unanticipated delays, transaction failures, or losses arising from use of Coinbase Services, MoonPay Services, or network conditions.

Taxes. The fees are exclusive of, and User will be solely responsible for, all applicable taxes in connection with these Terms (including any Order Form hereunder), including any sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties (but excluding taxes based on Turnkey’s net income). Should any payment for the Services provided by User be subject to withholding tax by any taxing authority, User will reimburse Turnkey for such withholding tax.

8. LICENSES AND OWNERSHIP

Turnkey Services License Grant. Subject to User’s compliance with the terms and conditions of these Terms, Turnkey hereby grants User a limited, revocable, worldwide, non-exclusive, nontransferable (subject to the User Content section below), non-sublicensable right to use the Services for User’s personal or internal business purposes so long as the User remains subject to these Terms; provided that User strictly complies with the restrictions set forth in Section 11 of these Terms.

Turnkey’s Intellectual Property. Subject to the foregoing, Turnkey and its licensors exclusively own all right, title and interest in and to the Turnkey logo and Turnkey marks (the “Turnkey Marks”), the Platform, the Documentation, Services Output, the Services, all improvements, modifications or enhancements to, or derivative works of, the foregoing, and all Intellectual Property Rights (as defined below) in and to any of the foregoing (together with the Turnkey Marks, collectively the “Turnkey IP”) and Content (excluding User Content), including all associated Intellectual Property Rights. For purposes of these Terms: “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights, trademarks, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world. You acknowledge that the Turnkey IP and Content (excluding User Content) are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content (excluding User Content).

Ownership of User Content. For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; (ii) “User Content” means any Content that you make available through the Services including any Signature Request details generated through the Platform; and “Services Output” means all data, information and materials generated by the Services based on User Content, including data models and data output. Content includes User Content. We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content unless otherwise specified by these Terms.

Your License Grant to Turnkey. In order to operate and provide our Services, you grant us a worldwide, fully paid-up, non-exclusive, royalty-free, sublicensable, and transferable license to (i) use, copy, distribute, create derivative works of, display, and perform the User Content that you upload, submit, store, send, or receive on the Platform or through our Services, (ii) use your brand (which includes all of your service marks, trademarks, logos, brand names or trade names), and copyrighted material to the extent it is incorporated into your application (including any Bundled Product Integration or End-User Application) and in connection with the provision, maintenance, development and promotion of the Turnkey Services, and (iii) use, perform, display to the public, reproduce, distribute, make available, and import your application (including any Bundled Product Integration or End-User Application) to provide, maintain, develop and market the Turnkey Services. The rights you grant in this license are for the limited purpose of operating, providing and promoting our Services. Additional information about your privacy and how we collect, use, and share your information is available in the Privacy Policy.

Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you, and you grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to freely and without restriction use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Open Source and Third-Party Software. The Services may include open source or third-party software (“Third-Party Software”), and such software is made available to you under the terms of the applicable licenses. Where Third-Party Software is provided on an “as is” basis, without any representations or warranties of any kind, neither does Turnkey make any representations or warranties, and all Third-Party Software is subject to the limits on liability of these Terms.

Aggregated Data. Notwithstanding the provisions above in this Section 8, Turnkey may combine any anonymized data, and use such combined data, or a subset thereof (provided that for any such combined data or subset thereof a majority of such data may not consist of User Content), in strictly an aggregate and anonymous manner where such data becomes derived data. The derived data shall not identify User, any Authorized User, any client or investment vehicle of User or any Authorized User, or any holdings, positions, investments or portfolios of User or any User. User hereby agrees that Turnkey is the exclusive owner of all such derived data.

User Content Warranties. You warrant and represent that you have the right and authority to submit your User Content and that the User Content or any part thereof does not infringe the Intellectual Property Rights or any other rights of any third-party. Further, you warrant and represent that you are solely responsible for all User Content, including any communications, templates, messages, or instructions provided to Turnkey for transmission, and you acknowledge that Turnkey does not review, verify, or vet such User Content and disclaims all responsibility and liability for any inaccuracies, errors, or inappropriate content contained therein.

Public Statements. You will not make any statement regarding your use of the Turnkey Services which suggests partnership with, sponsorship by, or endorsement by Turnkey without Turnkey’s prior written approval.

Reservation of Rights. Nothing in these Terms or the performance thereof will operate to grant User any right, title or interest, whether by implication, estoppel or otherwise, in or to the Turnkey IP, other than as expressly set forth in these Terms. As between the parties, Turnkey will exclusively own all right, title and interest in and to the Turnkey IP. Subject to these Terms, all Intellectual Property Rights created in any such Turnkey IP will become property of Turnkey upon creation, and to the extent that sole ownership does not originally vest in Turnkey, such Intellectual Property Rights are hereby automatically and irrevocably assigned by User (and its Authorized Users) to Turnkey. User will, and will ensure the Authorized Users will, take any and all actions and execute any and all documents necessary to give effect to the preceding sentence. Each party hereby expressly reserves all Intellectual Property Rights not expressly granted hereunder.

Non-Exclusivity. You acknowledge and agree that Turnkey may now, or in the future, develop products or services that may compete with your products or services (including any Bundled Product Integration or End-User Application).

Confidentiality. You agree that, during the term of these Terms and thereafter, you will not (i) use Turnkey’s Confidential Information for any purpose not expressly authorized by these Terms, (ii) disclose such Confidential Information to any third party except as expressly permitted herein, and (iii) will protect such Confidential Information from unauthorized use or disclosure using at least the same degree of care you use to protect your own confidential information, and in no event less than reasonable care. For purposes of these Terms, “Confidential Information” means all non-public information disclosed by Turnkey to you, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes: (a) business plans, product roadmaps, pricing, financial data, technical data, trade secrets, know-how, software, designs, and other proprietary technology; (b) information about Turnkey’s customers, partners, suppliers, or business relationships; and (c) any non-public information relating to Turnkey’s operations, personnel, or internal policies. Confidential Information does not include information that: (x) becomes generally available to the public without breach of these Terms; (y) is rightfully received from a third party without restriction on use or disclosure; or (z) was independently developed by you without use of or reference to Turnkey’s Confidential Information. You may disclose Confidential Information to the extent required by law or valid order of a court or governmental authority, provided that, to the extent legally permitted, you give Turnkey prompt written notice and cooperate in any effort to seek a protective order or otherwise limit disclosure. Nothing in these Terms restricts your right to report violations of law to any governmental authority or to make disclosures protected under applicable whistleblower laws, including 18 U.S.C. § 1833(b). All Confidential Information remains the property of Turnkey. Upon Turnkey’s request, you agree to return or destroy all Confidential Information in your possession or control.

Digital Asset Ownership. As a non-custodial private key management solution, Turnkey does not act as a custodian with respect to your or your Covered Users’ Digital Assets. Turnkey does not have the ability to access, move or transfer funds on your or your Covered Users’ behalf. Title to and control over your (and your Covered Users’, as applicable) Digital Assets shall at all times remain with you (and your Covered Users) and shall not transfer to Turnkey. As between you and Turnkey, as the owner of Digital Assets used in connection with the Turnkey Services, you (and your Covered Users) shall bear all risk of loss of such Digital Assets. Turnkey shall have no liability for Digital Asset fluctuations. None of the Digital Assets used in connection with the Turnkey Services are the property of, or shall or may be loaned or transferred to, Turnkey; Turnkey does not represent or treat Digital Assets associated with Private Keys generated through your or your Covered Users’ use of the Services as belonging to Turnkey. Turnkey does not have the ability to withdraw, transfer, buy, or sell your or your Covered Users’ Digital Assets. At all times, you or your Covered Users have sole control over the Authentication Credentials required to utilize your or their Private Keys and only you or your Covered Users have the ability to transfer the Digital Assets associated with those Private Keys.

9. CUSTOMER SUPPORT

Turnkey will use commercially reasonable efforts to provide technical support to User in connection with its use of the Services in accordance with Turnkey’s then standard practices or pursuant to the applicable level of customer service or technical support provided under User’s currently effective Service tier or subscription plan, if any. Turnkey will endeavor to make the Services and Platform available to User except during Excused Downtime. For purposes of these Terms, “Excused Downtime” means: (i) planned downtime (with reasonable advance notice to User) of the Services or Platform; (ii) emergency downtime of the Services or Platform; and (iii) any unavailability of the Services or Platform due to your Bundled Product Integration or End-User Application or otherwise caused by circumstances beyond Turnkey’s reasonable control. For the avoidance of doubt, User shall be solely responsible for providing any customer, technical or other forms of support with respect to User’s Bundled Product Integration or End-User Application to its Covered Users and end-users of the foregoing (including any Indirect Application Developers).

10. TERMINATION

We may, in our sole discretion, terminate Users (or any Covered User’s) access to and use of the Services, or any portion thereof, at any time and without notice to you. You may cancel your Account at any time by following the account closure instructions in the Platform or by reaching out to hello@turnkey.com. Cancellation is effective only when we confirm receipt. Cancelling your account will not terminate your payment obligations under any written agreement with Turnkey, including any Enterprise Services Agreement or Order Form, for the remainder, and you will be responsible for remitting payment to Turnkey through the then-current term. Upon any termination, discontinuation or cancellation of Services or your Account all rights or licenses granted to you under these Terms shall immediately cease and terminate and you shall forthwith cease the use or access of the Services (including the Platform) and Content thereon in any way whatsoever, other than Key Export functionality, if applicable and enabled by you. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, and without limiting the foregoing, all of the following will survive termination: any obligation you have to pay us (if applicable), indemnification obligations, any limitations on our liability, and any terms regarding disputes between us, including the Arbitration Agreement. Following cancellation of your Account, Turnkey has no responsibility to maintain, retain, or provide any of your data on your behalf.

For a period of up to ninety (90) days following termination of your Account or ineligibility to continue using the Services, unless prohibited by law or government order, and provided that User has properly implemented Key Export functionality in accordance with the Documentation and any implementation instructions (including, ensuring that all Covered Users have provided a valid email address), User (or Covered Users) may continue using the Key Export functionality to export your and their Private Keys as set forth in, and in accordance with, the Documentation. Please note that if you (or your Covered Users) choose to export your or their Private Keys, you and your Covered Users will be solely responsible for the safekeeping, security and use of those Private Keys and any and all Digital Assets associated therewith. Turnkey shall have no responsibility for or liability with respect to any Private Key following Key Export.

11. RESTRICTIONS AND PROHIBITED USE

Any violation of these Terms, including the restrictions described below, may result in suspension or termination of your access or use of all or any part of the Services in Turnkey’s sole discretion. You agree to follow the restrictions below and you will not encourage or facilitate others to violate these restrictions.

User shall not (and will require its Covered Users not to), and shall not encourage or authorize others to (including through or by means of any Bundled Product Integration or End User Application):

Use, display, mirror or frame the Services or any individual element within the Services, Turnkey’s name, any Turnkey Mark, trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Turnkey’s express written consent;
Access, tamper with, or use non-public areas of the Services, Turnkey’s computer systems, or the technical delivery systems of Turnkey’s providers;
Attempt to probe, scan or test the vulnerability of any Turnkey system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Turnkey or any of Turnkey’s providers or any other third-party (including another user) to protect the Services;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Turnkey designed to prevent or restrict access to the Services by persons or entities in Sanctioned Countries, including, using a virtual private network (“VPN”) to bypass geo-blocking measures;
Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software or search agents provided by Turnkey or other generally available third-party web browsers;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Use any meta tags or other hidden text or metadata utilizing a Turnkey Mark, trademark, logo URL or product name without Turnkey’s express written consent;
Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third-party or in any manner not permitted by these Terms;
Copy, rent, lease, sell, sublicense, or otherwise transfer your rights in the Services to a third-party;
Alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Services;
Use or access the Services for purposes of monitoring the availability, performance, or functionality of any of Turnkey’s products and service or for any other benchmarking purposes;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
Interfere with, or attempt to interfere with, the access of any user, host or network, including sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation, including any related to the custody or transmission of money or Digital Assets, or applicable AML and anti-terrorism financing laws and sanctions programs, including the Bank Secrecy Act and those enforced by the U.S. Department of Treasury’s Office of Foreign Assets Controls and any other export control laws;
Use the Services to conduct or facilitate any financial services activity that is subject to licensing, registration, or regulatory oversight without all required approvals, including securities trading, commodities transactions, margin or leveraged trading, or the offering of investment products or advice;
Use the Services to create, support, or distribute Digital Assets that are intended to function as unregistered securities, including but not limited to assets that: (i) are redeemable for financial instruments in a manner designed to evade securities laws; (ii) grant rights to participate in unregistered token offerings or securities sales; or (iii) structured to provide financial returns or incentives such as staking rewards, yield farming bonuses, or token burn discounts that would reasonably be expected to qualify as investment contracts or similar financial products under applicable law;
Engage in or knowingly assist any form of market manipulation or deceptive trading activity, including but not limited to front-running, wash trading, pump-and-dump schemes, spoofing, layering, or submitting offsetting trades to create a false appearance of market activity or asset pricing;
Use the Services to engage in, promote, or facilitate illegal, unauthorized, or improper conduct, including but not limited to money laundering, terrorist financing, sanctions violations, or the use of the Services in or for the benefit of any Sanctioned Country; or
Encourage, permit or enable any other individual to do any of the foregoing.

Although we have no obligation to monitor any User Content, we retain discretion to review, monitor, or take any action related to User Content at any time and for any reason without notice and if required or requested to do so, we may consult and cooperate with law enforcement authorities to prosecute users who violate the law. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content.

12. CONSENT TO RECEIVE TEXT MESSAGES

By opting in to receive text messages from Turnkey, each Covered User verifies that the mobile number provided to Turnkey is true and accurate and that such Covered User is the current subscriber or owner of any telephone number provided. By voluntarily providing such Covered User’s telephone number(s) and opting in to receiving text messages from Turnkey, such Covered User expressly agrees to receive recurring automated text messages (such as SMS, MMS, or successor protocols or technologies) from Turnkey and understand that consent is not required to make any purchase.

Turnkey provides a digital key management solution for you to securely sign data using our proprietary API technology. Covered Users can expect to receive one SMS message for each login request using Turnkey.com. In the message, such Covered User will be provided with a 6-digit verification code that can be used to login to the Covered User’s account.

Covered Users can cancel the SMS service at any time by texting “STOP” to the number from which Turnkey messaged the Covered User. After the Covered User sends the SMS message “STOP” to Turnkey, Turnkey will send the Covered User an SMS message to confirm that the Covered User has been unsubscribed. After this, the Covered User will no longer receive SMS messages from Turnkey. If the Covered User wants to join again, the Covered User may text RESUME to the same number and Turnkey will start sending SMS messages to the Covered User again. If Covered Users experience any issues with Turnkey’s messaging, they can reply with HELP for more assistance or request help directly at support@turnkey.com.

The mobile carriers Turnkey uses are not liable for delayed or undelivered messages. Turnkey will not be liable for any claims, losses, liability, costs and expenses (including reasonable attorneys’ fees) arising from any privacy, tort or other claims, including claims under the Federal Telephone Consumer Protection Act or any state law equivalents, including claims relating to the voluntary provision of a telephone number that is not owned by you or the Covered User. Opt-in consent for text messages is not shared with any third-party, except telecommunication technology providers (e.g. aggregators and providers of text message services) as defined in our Privacy Policy.

Message and data rates may apply for any messages sent to you from us and to us from you. In accordance with Section 7, if you enable SMS authentication, you agree that Turnkey may charge you for all associated messaging costs, which may be passed through at cost or include additional fees, at Turnkey’s sole discretion. You acknowledge that such costs may fluctuate and may not reflect real-time carrier rates, and that you remain responsible for all such costs incurred in connection with SMS authentication, regardless of the source or cause of the activity, including any unauthorized or fraudulent use, except to the extent resulting from Turnkey’s gross negligence or willful misconduct. Turnkey may revise its pricing for SMS authentication or any other optional feature or functionality at any time upon notice, including via an applicable Order Form, pricing schedule, or other communication. You will receive one message per login. If you have any questions about your text plan or data plan, please contact your wireless provider.

If you have any questions regarding privacy, please read our Privacy Policy.

13. DISCLAIMERS AND ASSUMPTION OF RISK RELATED TO DIGITAL ASSETS

No Access to Private Keys or Account Control. NOTWITHSTANDING ANYTHING TO THE CONTRARY UNDER THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT TURNKEY DOES NOT HAVE ACCESS TO YOUR ACCOUNT OR YOUR, OR YOUR COVERED USERS’, PRIVATE KEYS AND IS NOT RESPONSIBLE IN ANY WAY FOR THE SECURITY OF YOUR ACCOUNT. TURNKEY HEREBY DISCLAIMS ANY AND ALL LIABILITY AND RESPONSIBILITY FOR OR IN CONNECTION WITH YOUR ACCOUNT, INCLUDING YOUR (OR YOUR COVERED USERS’) PRIVATE KEYS, AUTHENTICATION CREDENTIALS, AND ANY DIGITAL ASSETS, TRANSACTIONS, SIGNATURE REQUESTS OR OTHER CONTENT OR DATA AS APPLICABLE TO YOUR OR YOUR COVERED USERS’ DIRECT OR INDIRECT USE OF THE SERVICES OR PLATFORM (INCLUDING THROUGH ANY BUNDLED PRODUCT INTEGRATION OR END-USER APPLICATION) THEREON OR THERETHROUGH, AND YOU AND YOUR COVERED USERS AGREE TO HOLD TURNKEY HARMLESS FROM AND IN CONNECTION WITH ANY SUCH LIABILITY OR RESPONSIBILITY.

Imported and Exported Keys. FURTHERMORE AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, WITH RESPECT TO ANY IMPORTED OR EXPORTED PRIVATE KEY, TURNKEY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO THE PRIVATE KEY COPY AND ANY DIGITAL ASSETS THAT WERE ASSOCIATED WITH SUCH PRIVATE KEY ON OR THROUGH TURNKEY’S SERVICES OR PLATFORM (INCLUDING THROUGH ANY BUNDLED PRODUCT INTEGRATION OR END-USER APPLICATION). YOU (ALONG WITH YOUR COVERED USERS) WILL BE SOLELY RESPONSIBLE FOR THE MANAGEMENT OF SUCH PRIVATE KEY COPY AND FOR KEEPING SUCH PRIVATE KEY COPY SECURE, AND TURNKEY WILL NOT ASSIST YOU OR YOUR COVERED USERS WITH STORING, USING, MANAGING OR SECURING SUCH PRIVATE KEY COPY. IF YOU OR YOUR COVERED USERS LOSE ACCESS TO SUCH PRIVATE KEY COPY, YOU AND YOUR COVERED USERS ACKNOWLEDGE AND AGREE THAT TURNKEY HAS NO ABILITY TO ASSIST YOU OR YOUR COVERED USERS IN RETRIEVING OR ACCESSING THAT PRIVATE KEY COPY AND ANY DIGITAL ASSETS ASSOCIATED WITH THAT PRIVATE KEY COPY WILL BECOME PERMANENTLY INACCESSIBLE.TURNKEY IS NOT RESPONSIBLE FOR AND WILL NOT PROVIDE ANY SUPPORT OR CUSTOMER SERVICE RELATED TO YOUR OR YOUR COVERED USERS’ USE OF SUCH PRIVATE KEY WITH ANY OTHER WALLET SOFTWARE OR HARDWARE, AND TURNKEY MAKES NO REPRESENTATION THAT ANY OTHER SOFTWARE OR HARDWARE WILL BE COMPATIBLE WITH SUCH PRIVATE KEY AFTER EXPORT. TURNKEY SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER WITH RESPECT TO ANY OF THE FOREGOING AND YOU (AND YOUR COVERED USERS) AGREE TO HOLD TURNKEY HARMLESS FROM AND IN CONNECTION WITH ANY SUCH LIABILITY OR RESPONSIBILITY.

Digital Asset Risks. TURNKEY TAKES NO RESPONSIBILITY, AND WILL NOT BE LIABLE TO YOU OR YOUR COVERED USERS, FOR ANY USE OF DIGITAL ASSETS, INCLUDING NON-FUNGIBLE TOKENS, TOKENS, OR CRYPTOCURRENCIES, OR FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING OUT OF OR RELATED TO: (I) USER ERROR (E.G., FORGOTTEN AUTHENTICATION CREDENTIALS, MISTYPED ADDRESSES, OR INCORRECTLY CONSTRUCTED TRANSACTIONS); (II) SERVER FAILURE OR DATA LOSS NOT CAUSED BY TURNKEY’S GROSS NEGLIGENCE; (III) CORRUPTED OR COMPROMISED DIGITAL WALLETS; (IV) UNAUTHORIZED ACCESS TO APPLICATIONS OR ACCOUNTS; (V) UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING PHISHING, MALWARE, BRUTE-FORCE ATTACKS, OR OTHER CYBER ATTACKS; (VI) VULNERABILITIES, BUGS, OR FAILURES IN ANY BLOCKCHAIN NETWORK, SMART CONTRACT, DECENTRALIZED APPLICATION, OR PROTOCOL; OR (VII) THE VALIDITY, UNIQUENESS, TITLE, TRANSFERABILITY, OR VALUE (INHERENT OR MARKET) OF ANY DIGITAL ASSET. TURNKEY DOES NOT CONTROL OR INFLUENCE THE VALUE, FUNCTIONALITY, OR BEHAVIOR OF ANY DIGITAL ASSET OR BLOCKCHAIN NETWORK, AND MAKES NO REPRESENTATIONS REGARDING THEIR SECURITY, STABILITY, OR SUITABILITY FOR ANY PURPOSE. TURNKEY HAS NO OBLIGATION TO MONITOR, VERIFY, OR VET ANY BLOCKCHAIN PROTOCOLS OR THIRD-PARTY DIGITAL ASSETS USED IN CONNECTION WITH THE SERVICES, AND YOU ACKNOWLEDGE THAT DIGITAL ASSETS EXIST ONLY TO THE EXTENT VALIDATED BY THE RELEVANT BLOCKCHAIN LEDGER. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING AND SATISFYING ANY TAX OBLIGATIONS THAT MAY ARISE FROM YOUR OR YOUR COVERED USERS’ USE OF DIGITAL ASSETS IN CONNECTION WITH THE SERVICES. YOU FURTHER ACKNOWLEDGE THAT THE LEGAL AND REGULATORY LANDSCAPE GOVERNING DIGITAL ASSETS IS RAPIDLY EVOLVING AND MAY IMPACT YOUR ABILITY TO ACCESS OR USE CERTAIN ASSETS OR FEATURES. TURNKEY MAY, IN ITS SOLE DISCRETION, RESTRICT OR DISABLE ACCESS TO TRANSACTIONS, INTEGRATIONS, OR BLOCKCHAIN INTERACTIONS THAT IT BELIEVES MAY VIOLATE THESE TERMS OR APPLICABLE LAW, AND SHALL HAVE NO LIABILITY FOR ANY RESULTING LIMITATION OR LOSS.

Third-Party Services. The Services may contain links to, integrate with, or enable access to third-party applications, software, websites, protocols, tools, and other blockchain-based technologies and services, including trading platforms, dApps, and DeFi protocols (collectively, “Third-Party Services”). Third-Party Services include Coinbase, Inc., its affiliates, and service providers supporting its operations (collectively, “Coinbase”), as well as any services offered by Coinbase (“Coinbase Services”), and MoonPay USA LLC, its affiliates, and service providers supporting its operations (collectively, “MoonPay”), as well as any services offered by MoonPay (“MoonPay Services”) . Turnkey provides access to Third-Party Services solely as a convenience. While such services may integrate with or complement the Services (and Turnkey may have commercial arrangements with some providers) Turnkey does not operate, control, endorse, sponsor, or assume responsibility for the accuracy, availability, legality, security, or suitability of any Third-Party Services (including Coinbase Services and MoonPay Services), or any products, assets, offerings, content, or compliance obligations (such as know-your-customer (KYC), know-your-business (KYB), or AML requirements) associated therewith. For the avoidance of doubt, any integrations with Third-Party Services, including Coinbase Services and MoonPay Services, do not constitute an endorsement, partnership, or recommendation by Turnkey. You acknowledge and agree that: (i) any use of Third-Party Services is solely at your own risk and subject to separate terms between you and the applicable provider, (ii) you are not transacting with Turnkey when using Third-Party Services, and Turnkey assumes no responsibility or liability for your interactions with or reliance on such services (iii) Turnkey does not guarantee the performance, security, reliability, legality, or continued availability of any Third-Party Services, including Coinbase Services and MoonPay Services, (iv) any Digital Assets, rewards, yield, or returns you receive through a Third-Party Service are provided by the third party alone, and Turnkey makes no representations or guarantees regarding such outcomes, (v) Turnkey is not responsible for any fees, costs, losses, or liabilities arising from your use of Third-Party Services, (vi) Third-Party Services may expose you to significant financial, technical, or regulatory risks, including illiquidity, devaluation, lock-up, or loss, and (vii) Turnkey does not review or verify the legitimacy, safety, or representations of any Third-Party Service.

Responsibility; No Fiduciary Relationship. You have complete control over and responsibility for your Digital Assets, and Turnkey will not be liable for any decisions or actions you take, or fail to take, in connection with your Digital Assets. Turnkey does not issue, buy, sell, transfer, or custody Digital Assets nor does Turnkey facilitate or make any recommendations related to, whether directly or indirectly, the issuance, purchase, or sale of any Digital Assets. Turnkey cannot access raw Private Key information for you or your Covered Users, and we cannot unilaterally initiate a Signature Request. We are not your, or any Covered User’s, broker, intermediary, agent, advisor, or custodian, and we do not have a fiduciary relationship or obligation to you or your Covered Users regarding any other decisions or activities that you or your Covered Users effect when using your of their Private Key(s) or our Services, the Platform or through any Bundled Product Integration or End-User Application. We are not responsible for any activities that you or your Covered Users engage in when using your or their Private Key(s), and you should understand, and ensure your Covered Users understand, the risks associated with Digital Assets. You are solely responsible for any and all Signature Requests that are initiated through your Account and we make no, and hereby disclaim all, representations, warranties, claims and assurances as to any Signature Requests. Turnkey’s sole responsibility is to execute a Signature Request that conforms to the Policy Rules. Turnkey will not review the accuracy of any Signature Requests or Policy Rule changes. We make no representations and warranties as to any consequences of your or your Covered Users’ use of the Services, the Platform (including through any Bundled Product Integration or End-User Application) related to initiating Signature Requests, including but not limited to any and all legal, regulatory or tax consequences. You acknowledge and agree that you are solely responsible for all aspects of establishing and updating Policy Rules, initiating Signature Requests, or otherwise using the Services and managing your Digital Assets, including any actions of Covered Users, and including by through or by means of any Bundled Product Integration or End-User Application.

Limitations on Supported Networks and Protocols. The Services may not support curve encryption formats necessary for Private Key generation for certain blockchain networks, as may be described further in the Documentation. Under no circumstances should you or your Covered Users attempt to use the Services, the Platform, any Bundled Product Integration or End-User Application to store, send, request, or receive any assets on blockchain networks or curve encryption formats that we do not support. We assume no responsibility in connection with any attempt to use our Services, the Platform, any Bundled Product Integration or End-User Application with blockchain networks or curve encryption formats that we do not support. You acknowledge and agree (and will require your Covered Users to acknowledge and agree) that we are not liable for any Digital Asset that is sent to a Turnkey wallet on an unsupported blockchain network or curve encryption format. Turnkey assumes no responsibility for the operation of the underlying Protocols and is not able to guarantee the functionality or security of network operations. In particular, the underlying Protocols may be subject to sudden changes in operating rules. Any such operating changes may materially affect the availability, value, functionality, or the name of the Digital Asset you own. Turnkey does not control the timing and features of these material operating changes. In the event of any such operational change, Turnkey reserves the right to takes such steps as may be necessary to protect the security and safety of its Services or the Platform, including temporarily suspending operations for the involved asset(s), and other necessary steps; Turnkey will use its best efforts to provide User with notice of its response to any material operating change; however, such changes are outside of Turnkey’s control and may occur without notice to Turnkey. Turnkey’s response to any material operating change is subject to its sole discretion and includes deciding not to support functionality associated with any underlying Protocol. User acknowledges and accepts the risks of operating changes to Digital Asset Protocols and agrees that Turnkey is not responsible for such operating changes and not liable for any loss of value or missed rewards User or Covered Users may experience as a result of such changes in operating rules.

Informational Purposes Only; No Advice. For the avoidance of doubt, the Services do not include nor does Turnkey provide financial, investment, tax, legal, regulatory, accounting, business, or other advice, and you are solely responsible for determining whether any development, investment, investment strategy, or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance. Information provided by Turnkey on the Turnkey Site or otherwise (including links to any third-party sites or communications with Turnkey representatives) does not constitute investment advice, financial advice, trading advice, legal advice, tax advice or any other sort of advice or recommendation, and you should not treat it as such. Turnkey does not recommend that any Digital Asset should be bought, earned, sold, or held by you. Turnkey will not be held responsible for the decisions you or your Covered Users make to buy, sell, or hold any Digital Asset based on the information provided by Turnkey. Turnkey is not registered with the U.S. Securities and Exchange Commission or with any state, federal, or international regulator nor is it a financial institution, money services business or money transmitter. You acknowledge (and you will require your Covered Users to acknowledge) that Digital Assets are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

14. ACKNOWLEDGMENT OF RISKS

By accessing or using the Services in any way, you represent and warrant that you understand the inherent risks associated with cryptographic systems and blockchain-based networks; Digital Assets, including the usage and intricacies of native Digital Assets, like Ether (ETH); smart contract based tokens, such as those that follow the Ethereum Token Standard; and systems that interact with blockchain-based networks. Turnkey does not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the Ethereum blockchain, is open source, such that anyone can use, copy, modify, and distribute it.

By accessing or using the Services, the Platform, any Bundled Product Integration or End-User Application you acknowledge and agree (a) that Turnkey is not responsible for the operation of the software and networks underlying the Services, (b) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (c) that the underlying networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks,” which may materially affect the Services.

Blockchain networks use public/private key cryptography. Encrypted forms of Private Key(s) are stored at Turnkey’s servers, however we do not have access to your or your Covered Users’ raw Private Key(s). We have access to encrypted Private Key data only and only a User or Covered User may access raw Private Key(s). Neither Turnkey nor any other person or entity (other than your Covered Users, as authorized by you) will be able to unilaterally retrieve or move the Digital Assets controlled by the Private Keys associated with your Account.

User is responsible for determining whether to implement or offer Key Import or Key Export functionality for User’s Account or for its Covered Users. Should Turnkey suddenly go offline or cease offering the Services permanently for any reason, Users and Covered Users could potentially lose control and access to the Digital Assets associated with the Private Key(s) forever. Similarly, should a Turnkey Integration Partner or Application Developer or any Bundled Product Integration or End-User Application suddenly go offline or cease offering its products services or applications permanently for any reason, Covered Users could potentially lose control and access to the Digital Assets associated with their Private Key(s) forever. It is up to the User to enable Key Import or Key Export functionality for itself and its Covered Users or to pre-sign transactions to move User’s and Covered Users’ Digital Assets to another wallet address for future broadcasting to account for this risk. If User or a Covered User chooses to import or export Private Keys, User agrees (and will require its Covered Users to agree) (x) to do so strictly in accordance with the Documentation; and (y) that User (and its Covered Users) will be solely responsible for the security of the exported Private Key and access credentials related to imported Private Keys stored outside the platform, the associated wallet and the Digital Assets contained therein.

Turnkey does not have access to your Account. You alone are responsible for securing your Authentication Credentials. If you lock yourself out of your Account, we cannot help you get back into your Account or reset your Authentication Credentials. Losing control of Authentication Credentials will permanently and irreversibly deny you access to Digital Assets on the blockchain-based network and it is possible that you may lose access to your Account and Private Key information forever. If this occurs, then you will not be able to realize any value or utility from the Digital Assets that you may hold.

You understand that our Platform remains under development, which creates technological, and other risks when using or accessing the Platform. These risks include, among others, delays in signing Signature Requests or retrieving Private Key data resulting from the servers of Turnkey being offline; or an incorrect display of information on the Platform in the case of server errors. You acknowledge that these risks may have a material impact on your use of the Platform, which may result in, among other things, your failing to fulfill transactions at your desired price or at all.

We must comply with applicable laws, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests.

You agree and acknowledge, and will require your Covered Users to agree and acknowledge, that Turnkey will have no obligation or responsibility with respect to any Private Keys (including, no obligation or responsibility to process Signature Requests) after termination of your Account (or their subaccount) or expiration of the Terms (or applicable Order Form), other than to make available the Key Export functionality, provided that, and only to the extent that, such you have enabled such functionality on behalf of your Covered Users. Notwithstanding anything to the contrary in this Agreement, Turnkey shall have no responsibility for or liability in connection with any exported Private Key, the associated wallet or the Digital Assets contained therein, or for a Covered Users’ inability to access Key Export due to Users’ implementation decisions.

You hereby acknowledge and agree (and you will require your Covered Users to acknowledge and agree) that Turnkey will have no responsibility or liability for any loss, harm, damage or risks of any sort incurred as set forth in this Section 14. You (and you will require your Covered Users to) hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Turnkey, its affiliates, and their respective shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in this Section 14.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

15. Security

If you suspect that your Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you or Turnkey (collectively a “Security Breach”), you must notify Turnkey Support immediately at support@turnkey.com and provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce or manage any Security Breach. Prompt reporting of a Security Breach does not guarantee or imply that Turnkey will reimburse you for any losses suffered or be liable to you for any losses suffered as a result of the Security Breach.

16. WARRANTY DISCLAIMERS

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES AND OUR PLATFORM (INCLUDING THROUGH ANY BUNDLED PRODUCT INTEGRATION OR END-USER APPLICATION) IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SERVICES, OUR PLATFORM, THE DOCUMENTATION AND ANY OTHER MATERIAL WE PROVIDE OR MAKE AVAILABLE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TURNKEY SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. TURNKEY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SERVICES, THE PLATFORM, THE DOCUMENTATION OR ANY OF THE MATERIAL OR CONTENT CONTAINED THEREIN OR OTHERWISE MADE AVAILABLE WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE, OR THAT THE DOCUMENTATION OR OTHER CONTENT OR MATERIAL WILL BE ACCURATE, RELIABLE, TRUTHFUL, OR COMPLETE.

ADDITIONALLY, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TURNKEY HEREBY DISCLAIMS ANY AND ALL LIABILITY AND RESPONSIBILITY FOR OR IN CONNECTION WITH (A) ANY KEY MANAGEMENT SERVICE, INCLUDING ANY HANDLING, MISHANDLING, DISCLOSURE (INCLUDING UNAUTHORIZED DISCLOSURE), USE, OR MISUSE, OF ANY PRIVATE KEYS OR FAILURE BY US OR OUR SERVICE PROVIDERS TO PROVIDE ANY DECRYPTION KEYS TO YOU OR YOUR COVERED USERS, (B) TURNKEY’S ACTS OR OMISSIONS IN CONNECTION WITH ITS ASSISTANCE IN OBTAINING ANY DECRYPTION KEY FOR YOU OR YOUR COVERED USERS, INCLUDING TURNKEY’S FAILURE TO DO SO OR ITS NEGLIGENCE IN CONNECTION WITH SUCH ASSISTANCE (INCLUDING TURNKEY’S ACCIDENTAL OR IMPROPER DISCLOSURE OF AUTHENTICATION CREDENTIALS IN CONNECTION THEREWITH), (C) YOUR OR YOUR COVERED USERS’ ACCESS TO, INABILITY TO ACCESS, MISHANDLING OR DISCLOSURE OF, OR FAILURE TO PROPERLY SECURE, THE AUTHENTICATION CREDENTIALS ASSOCIATED WITH YOUR ACCOUNT, (D) ANY USE, MISUSE OR IMPLEMENTATION OF ANY BUNDLED PRODUCT INTEGRATION OR END-USER APPLICATION, INCLUDING, THE IMPLEMENTATION OF THE SERVICES OR PLATFORM IN CONNECTION WITH ANY BUNDLED PRODUCT INTEGRATION OR END-USER APPLICATION, (E) IMPLEMENTATION OF (OR FAILURE TO IMPLEMENT OR ENABLE) KEY EXPORT FUNCTIONALITY OR EXPORTED PRIVATE KEYS, INCLUDING, ANY DIGITAL ASSETS ASSOCIATED WITH EXPORTED PRIVATE KEYS, OR (F) IMPLEMENTATION OF (OR FAILURE TO IMPLEMENT OR ENABLE) KEY IMPORT FUNCTIONALITY OR SEED PHRASES OR ACCESS CREDENTIALS ASSOCIATED WITH IMPOTED PRIVATE KEYS, INCLUDING, ANY DIGITAL ASSETS ASSOCIATED WITH IMPORTED PRIVATE KEYS OUTSIDE THE SERVICES.

TURNKEY DOES NOT GUARANTEE THAT THE SERVICES OR PLATFORM WILL BE FREE FROM UNAUTHORIZED ACCESS, CYBERATTACKS, OR FRAUDULENT ACTIVITY. TURNKEY SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED OR FRAUDULENT COMMUNICATIONS TRANSMITTED THROUGH THE SERVICES, EXCEPT TO THE EXTENT CAUSED BY TURNKEY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

17. INDEMNITY

To the extent permitted under applicable law, you agree to indemnify and hold harmless Turnkey and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including reasonable legal and accounting fees arising out of or in any way connected with (i) your, or your Covered Users’, access to, use or misuse of the Services, the Platform, the Turnkey Site, your Account, or Content, including, any Bundled Product Integration or End-User Application, (ii) your User Content, (iii) third-party materials, (iv) any use or misuse of your or your Covered Users’ Authentication Credentials, or any other Authentication Credentials otherwise associated with your Account, (v) any content, data or information routed into or used in connection with the Services by you, your Covered Users or others acting on your behalf (or otherwise authorized by you or your Covered Users), (vi) the use or misuse of any service or application you or your Covered Users develop, provide or make available through the use of the Services or the Platform (including any Bundled Product Integration or End-User Application made available directly or indirectly by you or your Covered Users), (vii) your or your Covered Users’ violation of these Terms or failure to comply with applicable laws or regulations, (viii) any modifications, alterations, adaptations to, or implementations of, the Services or Platform inconsistent with the Documentation, or (iix) your or your Covered Users’ violation of any third-party right, including, any thirdparty Intellectual Property Rights. Turnkey reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Turnkey’s defense of such matter. You may not settle or compromise any such claim without Turnkey’s written consent.

If Turnkey reasonably believes the Services or the Platform (or any component thereof) could infringe any third-party’s Intellectual Property Rights, Turnkey may, at its sole option and expense use commercially reasonable efforts to: (i) procure the right for User to continue using the Services (or any infringing component thereof) to make it non-infringing without materially reducing its functionality; or (ii) replace the Services (or any infringing component thereof) with a non-infringing alternative that is functionally equivalent in all material respects. If the foregoing remedies are not available to Turnkey on commercially reasonable terms, then Turnkey may suspend or terminate User’s use of the Services upon notice to User.

18. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER TURNKEY NOR ITS SERVICE PROVIDERS (INCLUDING THOSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES) WILL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOSS OF FUNDS OR DIGITAL ASSETS, MISSED REWARDS OR SLASHING PENALTIES, FAILURE TO OBTAIN ACCOUNT ACCESS, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA, CUSTOMERS OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR OTHERWISE FROM THE USE OF OR INABILITY TO USE THE SERVICES OR PLATFORM (INCLUDING ANY BUNDLED PRODUCT INTEGRATION OR END-USER APPLICATION), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TURNKEY OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TURNKEY SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM YOUR USE OF OR INTERACTION WITH ANY THIRD-PARTY INTEGRATION OR THIRD-PARTY SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF FUNDS, DATA, OR ACCESS TO FUNCTIONALITY RESULTING FROM DOWNTIME, MISCONFIGURATION, OR SECURITY FAILURE ATTRIBUTABLE TO SUCH THIRD-PARTY SERVICE. IN THE EVENT THAT A THIRD-PARTY SERVICE BECOMES UNAVAILABLE, CHANGES ITS TERMS, OR CEASES TO FUNCTION AS PREVIOUSLY EXPECTED, TURNKEY SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSSES OR DAMAGES YOU MAY INCUR AS A RESULT.

TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL TURNKEY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR PLATFORM (INCLUDING ANY BUNDLED PRODUCT INTEGRATION OR END-USER APPLICATION) EXCEED THE AMOUNTS YOU HAVE PAID TO TURNKEY FOR USE OF THE SERVICES FOR THE PRIOR SIX (6) MONTH PERIOD.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TURNKEY AND YOU.

19. CHOICE OF LAW AND ARBITRATION AGREEMENT

PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.

Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.

Agreement to Arbitrate. This Section is referred to as the “Arbitration Agreement.” User agrees that any and all disputes or claims that have arisen or may arise between User and Turnkey, whether arising out of or relating to these Terms or the Services, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that User may assert individual claims in small claims court, if User’s claims qualify, and either party may seek equitable relief in court for infringement or other misuse of intellectual property rights (including trademarks, copyrights, patents, domain names, and trade secrets). User agrees that, by agreeing to these Terms, User and Turnkey are each waiving the right to a trial by jury or to participate in a class action. User’s rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement. This Arbitration Agreement applies to all disputes or claims and requests for relief that arose or were asserted before the effective date of these Terms or any prior version.

Prohibition of Class and Representative Actions and Non-Individualized Relief. User and Turnkey agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both User and Turnkey agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). If a court determines that applicable law precludes enforcement of this section’s limitations, such claims must be severed and brought in court. All remaining claims will proceed in arbitration.

Pre-Arbitration Dispute Resolution. Turnkey is always interested in resolving disputes amicably and efficiently, and most participant concerns can be resolved quickly and to the participant’s satisfaction by emailing Turnkey at legal@turnkey.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Turnkey should be sent to the attention of TURNKEY LEGAL, 15 W. 18th Street, 10th Floor, New York, NY 10011 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Turnkey and User do not resolve the claim within sixty (60) calendar days after the Notice is received, User or Turnkey may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Turnkey or User shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which User or Turnkey is entitled.

Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Turnkey and User agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If User’s claim is for $10,000 or less, Turnkey agrees that User may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If User’s claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator will have authority to grant dispositive motions, issue equitable relief, and award the same remedies as a court of law on an individual basis.

Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.

Confidentiality. The parties agree that all aspects of any arbitration under these Terms (including the existence of the proceeding, submissions, testimony, and any award) shall remain strictly confidential and may not be disclosed to any third party without the prior written consent of both parties, except (i) as required by law, regulation, or court order (with prompt notice and efforts to secure confidential treatment, where legally permitted), or (ii) as necessary to enforce an award or judgment. Each party must take reasonable steps to protect this confidentiality and ensure compliance by its affiliates, advisors, and representatives.

Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause (b) above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause (b) is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of these Terms will continue to apply.

20. EARLY ACCESS PRODUCTS AND DEMO APPLICATIONS

From time to time, we may offer services identified as early access, developer preview, beta, or test products (or by description of similar import) and make them available to you under these Terms (each, an "Early Access Product"). Likewise, in our developer Documentation, we may provide sample code or demo applications as a convenience to demonstrate certain features and functionality (each, a “Demo Application”).

Your participation or use of an Early Access Product or a Demo Application, will be governed by these Terms, including the additional terms and limitations set forth in this Section 20. You understand and acknowledge that the Early Access Product is still in a testing phase and is likely to contain errors or defects. Likewise, you understand and agree that Demo Applications are provided for testing and demonstrative purposes only, have limited functionality, are likely to contain errors or defects and are not suitable for production use.

In addition to the disclaimers set forth elsewhere in these Terms, you agree that the Early Access Products and Demo Applications provided are "AS IS" and "AS AVAILABLE." You should not rely on the performance or correct functioning of any Early Access Products or Demo Applications, nor should you rely on them for production use. You understand and agree that we may change, withdraw, terminate your access to, testing of or use of, or discontinue an Early Access Product, Demo Application, or any respective portions thereof, at any time and in our sole discretion, with or without notice to you. Your use of the Early Access Products or Demo Applications may be subject to additional limitations or conditions on a product-specific basis, which we may communicate to you through the Platform, Documentation, via email or through any other means as determined in our sole discretion. During your use of the Early Access Products, you will use commercially reasonable efforts to provide suggestions, comments or ideas and report issues or problems related to your use of the Early Access Products (collectively, "Early Access Feedback") to us in a timely basis or as otherwise agreed between the parties in writing (email will suffice). You agree not to disclose Feedback to any third-party and hereby assign to us all right, title and interest in and to any Feedback, without any right to compensation or other obligation from us.

21. PROMOTIONAL SUBSCRIPTIONS AND FREE TRIALS

From time to time we may offer some users a free trial or other promotional subscriptions to one or more of Turnkey’s Services. Such trial or promotional subscription is subject to these Terms and the terms of the applicable free trial or promotional subscription. Only one (1) trial or promotional subscription is available per user. Free trial eligibility is determined by Turnkey in its sole discretion and we may limit such eligibility or duration to prevent free trial abuse. Certain limitations may exist with respect to combining a free trial with any other offers. For some trials or promotional subscriptions, we may require you to provide your payment details to start the trial or promotional subscription. You may not receive a notice from Turnkey that your free trial has ended. BY PROVIDING PAYMENT DETAILS YOU AGREE THAT AT THE END OF YOUR APPLICABLE FREE TRIAL OR PROMOTIONAL SUBSCRIPTION PERIOD, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AND YOU WILL BE CHARGED THE SUBSCRIPTION FEE STATED IN YOUR OFFER EACH BILLING CYCLE UNTIL YOU CANCEL YOUR SUBSCRIPTION. To avoid charges to your payment method, you must cancel your free trial no later than the end of the period specified in the terms of the applicable free trial offer.

22. GENERAL TERMS

Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Turnkey and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Turnkey and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Headings; Interpretation. Section headings in these Terms are for convenience only and shall not govern the meaning or interpretation of these Terms. The terms “include,” “includes,” and “including” are deemed to be followed by the phrase “without limitation.” The word “or” shall be interpreted to have the inclusive meaning ordinarily associated with the term (ie. “and/or”) unless the context clearly indicates otherwise. Words in the singular include the plural and vice versa. Words of any gender include all genders.

No Strict Construction. These Terms shall not be construed against either party as the drafter.

Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Turnkey’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Turnkey may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. In the event that Turnkey is acquired by or merged with a third-party entity, we reserve the right to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

Notices. Any notices or other communications provided by Turnkey under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

Non-Waiver of Rights. Turnkey’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Turnkey. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

No Joint Venture. Nothing contained in these Terms shall be deemed or construed as creating a joint venture or partnership between Turnkey and any party hereto.

Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, act of God, act of civil or military authorities, act of terrorists, civil disturbance, riots, rebellions, revolutions, quarantines, pandemics, war, strike or other labor dispute, fire, flood, earthquake, changes in law or other similar governmental action, embargoes, interruption in telecommunications or Internet services or network provider services, failure of equipment or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

No provision of these Terms is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than the parties and their respective successors and assigns.

22. CONTACT INFORMATION

If you have any questions about these Terms or the Services, please contact Turnkey at hello@turnkey.com.