Legal Notices

Privacy Policy

Effective Date: May 1, 2021

General

This website (the “Sites”) is hosted by Arculus Holdings, L.L.C. (“Company”). This Privacy Policy describes the types of information we collect on the Sites, how we use such information and to whom and under what circumstances we may disclose it. This Privacy Policy applies only to this website (www.arculus.co), our mobile sites, and our use of social media sites (collectively, the “Sites”), and any other personal information obtained when you call, email, or otherwise communicate with Company. By accessing the Sites on any computer, mobile phone, tablet, or other device (collectively, “Device”) or otherwise interacting with Company, you agree to the terms of this Privacy Policy. If you do not agree to the policy, please do not use the Sites. We may modify this Privacy Policy at any time, and will post the current version on the Sites. We encourage you to periodically review our Privacy Policy to stay informed about how we are using the information we collect.

Information That You Give Us

For the 12-month period prior to the date of this Privacy Policy, we explain here what categories of personal information we have collected, where we got it from, and with whom we have shared it:

Category of Personal Information CollectedSourcePurpose for CollectionCategories of Recipients
Contact information: such as name, email address, business or personal address, and phone number.From visitors to the Sites call us, sign-up for emails or another service, or otherwise interact with us.To communicate with and respond to visitors and our customers about the products we sell or the work we do for them, including verification of identity or to meet legal obligations. We may share this information with select marketing, information technology, or other service providers and partners.
Browsing information: such as your IP address, MAC address or other device identifier, HTTP Referrer information, the kind of browser or computer you use, pages and content that you visit on the Sites, what you click on, the state and country from which you access the Sites, date and time of your visit, and web pages you linked to our Sites from. Our Sites and your interactions with the Sites, including through the use of cookies and other tracking technologies explained further below.To evaluate usage of the Sites and improve performance and our services; to protect the security and integrity of the Sites and our business, such as preventing fraud, hacking, and other criminal activity or to meet legal obligations. Our service providers who help us with fraud protection and website analytics.
Financial information:such as name, card issuer and card type, credit or debit card number, expiration date, CVV code, and billing address.Users of the Sites provide us with this information when they register for specific services provided or complete transactions on the Sites.To complete financial transactions between you and Company for specific products or services provided on the Sites.Our service providers who help us process financial transactions.

In some jurisdictions, such as the European Union and United Kingdom, individuals may have the right to opt-in or withdraw consent for certain uses. If you reside in such jurisdictions, you may have additional rights which are detailed below, “Access, Correction and Deletion.”

Information We Collect Automatically

When you visit the Sites, we may collect certain information from you, including your Internet Protocol (IP) address, MAC address, browser type, operating system, device-identifying information, the specific web pages visited immediately preceding your connection, and the domain name from which you accessed the Sites. In addition, we may collect information about your browsing behavior, such as the date and time you visit the Sites, the areas or pages of the Sites that you visit, the amount of time you spend viewing the Sites, the number of times you return to the Sites and other clickstream data. We may also use non-personal or aggregated information for statistical analysis, research, and other purposes.

Like many commercial websites, we analyze how visitors use our Sites through what is known as “cookie” technology or similar tracking tools. A cookie is a small text file that is placed on your computer when you access the Sites and allows us to recognize you each time you visit the Sites. We may use cookies to: (1) allow you to use the Sites without having to re-enter your user name and password; (2) enhance or personalize your Sites usage and shopping experience; (3) monitor Sites usage; (4) manage the Sites; and (5) improve the Sites and our products and services, including providing you with interest-based ads. For more information on our advertising, see below: “Interest-Based Advertising.” If you choose, you can set your browser to reject cookies or you can manually delete individual cookies or all of the cookies on your computer by following your browser’s help file directions. However, if your browser is set to reject cookies or you manually delete cookies, you may have some trouble accessing and using some of the pages and features that are currently on our Sites, or that we may put on our Sites in the future. Note that browser-management tools for cookies are outside of our control and we cannot guarantee their effectiveness. We may combine the information we collect through cookies, web beacons, or other technology tools with other information we have collected from you or information from other sources.

Your Choices

If you sign up for our mailing list, we will send you informational emails about offers of services. At any time, you can ‘unsubscribe’ yourself from our email list simply by clicking the ‘unsubscribe’ button. If you do not wish to receive communications from us about special offers and promotions, you can opt-out of receiving these communications by following the instructions contained in the messages you receive. Even if you opt-out of receiving these messages, we reserve the right to send you certain communications relating to the services we provide, and we may send you service announcements and administrative messages. We do not offer you the opportunity to opt-out of receiving those communications. For more information about interest-based advertising, including how you can manage advertising, please see below “Interest-Based Advertising.”

Disclosure of Information

We may disclose information collected from and about you as follows: (1) to our related companies and service providers, to perform a business, professional or technical support function for us; (2) to our business, sales and marketing partners and affiliates, advertisers or other third parties, who may contact you with their own offers; (3) as necessary if we believe that there has been a violation of the Sites Terms of Use or of our rights or the rights of any third party; (4) to respond to legal process (such as a search warrant, subpoena or court order) and provide information to law enforcement agencies or in connection with an investigation on matters related to public safety, as permitted by law, or otherwise as required by law; and (5) in the event that our company or substantially all of its assets are acquired, your personal information may be one of the transferred assets. We may also disclose your personal information with your express consent. We may share aggregate, non-personally identifiable information about Sites users with third parties.

Please note that if you voluntarily submit any personal information for posting on the Sites, such as a review or a blog post, the information becomes publicly available and can be collected and used by others, so you should use care before posting information about yourself online.

Interest-Based Advertising

We may use third-party advertising companies that use tracking technologies to serve our advertisements across the Internet. These companies may collect information about your visits to the Sites and other websites and your interaction with our advertising and other communications. These advertising companies serve ads on behalf of us and others on non-affiliated sites, and some of those ads may be personalized, meaning that they are intended to be relevant to you based on information collected about your visits to the Sites and elsewhere over time. Other companies may also use such technology to advertise on our Sites. You have the choice to tell us not to collect and use this information, and in some jurisdictions, we will only engage in interest-based advertising if you opt-in. If you would like more information about this practice and to know your choices concerning interest-based ads, visit:

http://www.networkadvertising.org/choices/

www.aboutads.info/choices

In Canada, please visit: http://youradchoices.ca/choices/

In the EU, please visit: http://www.youronlinechoices.eu/

Access, Correction, & Deletion

We respect your right to access and correct your personal information. You may exercise your rights, subject to applicable laws, to request that we delete or restrict access to your personal data. We may need to retain it for legally permitted purposes and this will be explained to you if necessary.

If you need assistance correcting or updating your personal information, or would like to request that we delete your personal information, please contact us using the contact information detailed in the “Contact Us” section below.

Retention of Personal Information

Personal information that we collect, access or process will be retained only as long as necessary for the fulfilment of the purposes for which it was collected, unless otherwise provided in agreements between you and Company or as required or authorized by law. Personal information that is no longer required to fulfill the identified purposes will be destroyed, erased or made de-identified.

Security

We maintain reasonable and appropriate measures designed to maintain information we collect in a secure manner. We have taken certain physical, electronic, and administrative steps to safeguard and secure the information we collect from visitors to the Sites. Even though we follow reasonable procedures to try to protect the information in our possession, no security system is perfect and we cannot promise, and you should not expect, that your information will be secure in all circumstances.

Children

The Sites are not directed to children, nor do we knowingly collect any personal information from children under the age of thirteen without verifiable parental consent. If you believe that a child has provided personal information to us, please contact us promptly as described below, and we will endeavor to investigate and delete such information from our systems.

Third Party Websites

The Sites may contain links to third-party websites, such as social media sites like Facebook and Twitter, which may have privacy policies that differ from our own. We are not responsible for the activities and practices that take place on these websites. Accordingly, we recommend that you review the privacy policy posted on any external site before disclosing any personal information. Please contact those websites directly if you have any questions about their privacy policies.

Changes to This Privacy Policy

We may change this privacy policy from time to time, including as required to keep current with rules and regulations, new technologies and security standards. When we do, we will post the change(s) on our Sites. If we change the policy in a material and retroactive manner, we will provide appropriate notice to you.

Your California Privacy Rights

California law permits our customers who are California residents to request certain information about our disclosure of personal information to third parties for their own direct marketing purposes during the preceding calendar year. This request is free and may be made once a year. To make such a request, please write to us at the following address: General Counsel, Arculus Holdings, L.L.C., 309 Pierce Street, Somerset, NJ 08873 (USA). If you are a California resident, California law provides you with the following additional rights with respect to your personal information:

  • The right to know what personal information we have collected, used, disclosed and sold about you. You may submit a request to know by using the information detailed in “Contact Us” below. You also may designate an authorized agent to make a request for access on your behalf.
  • The right to request that we delete any personal information we have collected about you. You may submit a request for deletion by using the information detailed in “Contact Us” below. You also may designate an authorized agent to make a request for deletion on your behalf.

When you exercise these rights and submit a request to us, we may verify your identity. We also may use a third party verification provider to verify your identity. Your exercise of these rights will have no adverse effect on the price and quality of our goods or services. For the 12-month period prior to the date of this Privacy Policy, we have not sold personal information about our users; nor do we have any plans to do so in the future.

Right to Lodge Complaints

We are transparent about the ways in which we collect and use personal information, and welcome your questions and concerns. If you have any concern or complaint about the way we handle your personal information, please contact us as described below. To the extent you believe we have not addressed your concerns or otherwise choose to do so, you have the right to lodge a complaint with a supervisory authority in the country where you reside and/or the United States. You may contact the US Federal Trade Commission regarding your concerns. For more information, please seehttps://www.ftc.gov/faq/consumer-protection/submit-consumer-complaint-ftc

Visitors from Outside the United States—Cross-Border Transfer

The Sites are hosted in the United States. If you are visiting the Sites from outside the United States, your information may be transferred to, stored and processed in the United States or other countries in accordance with this Privacy Policy. The data protection and other applicable laws of the United States or other countries may not be as comprehensive as those laws or regulations in your country or may otherwise differ from the data protection or consumer protection laws in your country. Your information may be available to government authorities under lawful orders and law applicable in such jurisdictions. By using the Sites and/or providing personal information to us, you consent to transfer of your information to our facilities as described in this Privacy Policy.

Contact Us

If you have questions or concerns about this Privacy Policy or how we collect and use the information of our customers, you can contact us by sending a letter to us at the following address: General Counsel, Arculus Holdings, L.L.C., 309 Pierce Street, Somerset, NJ 08873 (USA) or by sending an email to: legal@arculus.co or by calling us on the telephone at 908.518.0500, Extension 2540. If we need, or are required, to contact you concerning any event that involves your information, we may do so by email, telephone, or mail.

This Privacy Policy was last updated on May 1, 2021.

Arculus Website Terms of Use

Copyright © 2021 Arculus Holdings, L.L.C. – All Rights Reserved.

Terms last updated in August 2021 (“Update Date”)

General

This website (the “Site”) is hosted byArculus Holdings, L.L.C. (“Company”). We welcome all users to the Site. All users, including those who are less than 18 years of age (“Minors”), should read our privacy policy available on our Site. Our privacy policy explains our practices regarding the collection, use, and disclosure of personal information from users and Minors who register on the Site and describes a parent's or guardian's (each, a “Parent”) ability to limit the collection and use of data collected from the Minor. If you are a Minor, your parent or legal guardian must agree to these Terms of Use on your behalf and you may register an account or shop on the Site with permission from your parent or legal guardian.

By using the Site or expressly consenting to the Terms of Use, you agree to be bound by all the terms and conditions contained in these Terms of Use,including the Dispute Resolution and Arbitration Agreement.Please read these Terms of Use carefully. When you use any current or future version of the Site or any other Company Site, you also will be subject to these Terms of Use. Please print a copy of these Terms of Use for your records. We may, from time to time, modify the Terms of Use. When we make changes, we will post the revised Terms of Use on the Site. Your use of the Site following any such modification constitutes your agreement to the modified Terms of Use. You should visit this page frequently to learn of any changes to these Terms of Use.

Acceptable Use of the Site

You are responsible for your use of the Site. Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to us. When you use the Site, you may not:

  • violate any law or regulation;
  • violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights
  • post or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
  • send unsolicited or unauthorized advertising or commercial communications, such as spam;
  • engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from the Site;
  • transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
  • stalk, harass, or harm another individual;
  • impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;
  • use any means to scrape or crawl any Web pages contained in the Site;
  • attempt to circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Site;
  • attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Site; or
  • advocate, encourage, or assist any third party in doing any of the foregoing.
Trademarks
Arculus Logo
, Arculus™, Arculus Wallet™, Arculus Key™ card, and other marks indicated on our Site are trademarks or registered trademarks of Company. All rights in such names are reserved. All rights in the product names, company names, trade names, graphics, logos, page headers, button icons, scripts, product packaging, trade dress and designs of all Company or third-party products or services, whether or not appearing in large print or with the trademark symbol, belong exclusively to Company or their respective owners and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on the Site confers on you any license or right under any trademark of Company or any third party.
Copyright

Except for your User Content (defined below), all copyright rights in the text, images, photographs, motion pictures, graphics, user interface, music, sounds and other content provided on the Site, and the selection, coordination, and arrangement of such content, are owned by Company or its third-party licensors to the full extent provided under the United States Copyright Act and all international copyright laws. Under applicable copyright laws, you are prohibited from copying, reproducing, modifying, distributing, displaying, performing, or transmitting any of the contents of the Site for any purposes. Nothing stated or implied on the Site confers on you any license or right under any copyright of Company or any third party.

The Site and the information contained on it are for your personal, non-commercial use only. Except as otherwise specifically permitted in these Terms of Use, you will not broadcast, duplicate, copy, reproduce, edit, manipulate, modify, publish, rent, sell, publicly display, perform, distribute, transmit, or circulate to anyone the contents of the Site, or use the contents of the Site in litigation, or for any commercial or promotional purposes, without the express written consent of Company or its lawful successors and assigns.

Notice of Copyright or Trademark Infringement

Company respects and honors the intellectual property of others. If you believe that your work has been copied and is accessible on the Site in a way that constitutes infringement, please provide Company with the following information: (1) identification of the copyrighted work claimed to have been infringed; (2) identification of the allegedly infringing material on the Site that is requested to be removed; (3) your name, address, and daytime telephone number, and an email address, so that Company may contact you if necessary; (4) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law; (5) a statement that the information in the notification is accurate and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed; and (6) an electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert infringement of copyright and to submit the statement. Pursuant to our rights under the Digital Millennium Copyright Act (“DMCA”), we have designated a copyright agent to receive copyright infringement notices. Company agent for notice of claims of copyright or trademark infringement on the Site is: General Counsel, Arculus Holdings, L.L.C., 309 Pierce Street, Somerset, NJ 08873 (USA) or legal@composecure.com or by telephone at 908.518.0500, Extension 2540.

Forums

As used in these Terms of Use, “Forum” means an area, site, or feature (such as chat rooms, bulletin boards, Company’ pages on social media sites, and e-mail or instant messaging features) which may be offered as part of the Site that enables visitors to submit, display and/or view content and/or to communicate, share or exchange content with other Site visitors and members of the general public. If forums are implemented on the Site, any forum submission may be routed through our servers, third party servers on our behalf, and the Internet (where it may be viewed by the general public), so you have no expectation of privacy for any submitted content. Since we cannot guarantee security of information on a Forum, your use is at your own risk. We are not responsible for the accuracy of any User Content contained in any Forum or otherwise on our Site.

User Profile Information

If user profiles are implemented on the Site, when you set up a user profile, Company will require you to provide a password, username, or other information such as your name and email address. You agree and represent that all of the information you provided is accurate and up-to-date. You are solely responsible for keeping your login information current and confidential. You may not transfer, sell, or assign or sub-license your user profile to any third party without our prior written approval. You are solely responsible for all your individual usage or activity on the Site including, but not limited to, use of the Site by any person who uses your user profile, with or without authorization. You agree to notify Company of any breach of security on your account. Company will not be liable for losses incurred as a result of an unauthorized use of a password, or user profile. You are responsible for the protection of the password that you use to access the Site and for any activities or actions under your password. We encourage the use of “strong” passwords with your account.

User Content

The Site may allow you to upload, submit, store, send, or receive content and data (“User Content”) such as through an access request, information form, Forum or other functionality. You retain ownership of any intellectual property rights that you hold in that User Content. In other words, you own your User Content. When you upload, submit, store, send, or receive User Content to or through the Site, you give us permission to reproduce and use your User Content as follows: you grant to us and those we work with a license to use, host, store, reproduce, modify, create derivative works (such as translations, adaptations, or other changes we make so that User Content works better with the Site and Services), publicly perform, publicly display, and distribute your User Content. This license is for the purpose of operating, promoting, and improving the Site, to promote Company, as well as for other purposes that Company may determine in its sole discretion. Our license to your User Content is non-exclusive, meaning you may use the User Content for your own purposes or let others use your User Content for their purposes. This license is fully-paid and royalty free, meaning we do not owe you anything else in connection with our use of your User Content. We may exercise our rights under this license anywhere in the world. Lastly, this license is perpetual, meaning that our rights under this license continue even after you stop using the Site.

You promise that:

  • you own all rights to your User Content or, alternatively, that you have the right to give us the rights described above; and
  • your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.

By submitting User Content, in addition to any other grants which may be granted in any other agreement entered into between you and Company and if you provide such information or content to Company, you irrevocably grant Company and its successors, assigns, and licensees, the right to use your name, likeness, image, and biographical information in any and all media for any purpose, including, without limitation, advertising and publicity purposes, as well as in connection with the Site and hereby release Company from any liability with respect thereto. We may refuse to accept or transmit User Content for any reason. We may remove User Content from the Site for any reason.

Eligibility

By using the Site, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 13 years of age or older; and (d) your use of the Site does not violate any applicable law or regulation. Your profile may be deleted, and your account may be terminated without warning if we believe that you are under 13 years of age, if we believe that you are under 18 years of age and you represent yourself as 18 or older, or if we believe you are over 18 and represent yourself as under 18.

License and Site Access

Company grants you a limited, revocable and nonexclusive license to access and make personal use of the Site but not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Company. This license does not include any resale or commercial use of the Site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the Site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, spiders or similar data gathering and extraction tools.

Neither the Site nor any portion of the Site may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Company. You may not frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Company and its affiliates without express written consent of Company. You may not use meta tags or any other hidden text using Company name or trademarks without the express written consent of Company. Any unauthorized use will immediately terminate the permission or license granted by Company.

You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Company so long as the link does not portray Company or its products or services in a false, misleading, derogatory, or otherwise offensive manner as determined by Company in its sole discretion. You may not use any Company logo or other proprietary graphic or trademark as part of the link without express written permission of Company. You may not make any other part of the Site, other than the home page of the Site, available as part of another service by “deep linking,” or otherwise, without prior written permission from Company.

Third Party and Co-Branded Websites

The Site may contain hyperlinks (“Links”) to websites operated by persons or entities other than Company (“Third-party Websites”) or to co-branded websites operated by a third party, including affiliates (“Co-branded Websites”). We provide these Links for your reference and convenience only. A Link from Company to a Third-party Website does not imply or mean that we endorse the content on that Third-party or Co-branded Website or the operator or operations of that Site. You are solely responsible for determining the extent to which you use any content at any Third-party or Co-branded Websites to which you might link from our Site.

Company is not responsible or liable for any loss or damage incurred as a result of any dealings with any Third-party Website or Co-branded Website, any merchant or operator of a Third-party Website or Co-branded Website, or any other person with whom you may engage in any transaction.

Your Responsibilities

You agree to comply with all applicable laws in connection with your use of the Site, and any further limitations as may be set forth in any written or on-screen notice from Company. As a condition of your use of the Site, you warrant that you will not use the Site for any purpose that is unlawful or prohibited by these Terms of Use. All information that you provide in connection with your interaction with the Site or any Co-branded Website will be accurate, complete, and current. You will pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other interaction with Company or any Co-branded Website at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other interactions.

International Use

Although the Site may be accessible worldwide, we make no representation that materials thereon are lawful, appropriate, or available for use in locations outside the United States of America, and accessing them from territories where its content is illegal is prohibited. Those who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with all local laws. Any offer for any product, service, and/or information made in connection with the Site is void where prohibited.

Risk of Loss

Any material downloaded or otherwise obtained through the use of the Site is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.

Product Information

Company attempts to be accurate in describing and depicting its products. We do not warrant that product descriptions, depictions, colors, dimensions, or other content of the Site are complete, reliable, current, or error-free.

DISPUTE RESOLUTION & ARBITRATION AGREEMENT (“Arbitration Agreement”)

Scope of the Arbitration Agreement. Mindful of the high cost of legal disputes, not only in dollars but in time and energy, both you and Company agree that any legal dispute between you and Company concerning or arising in any way out of your use of the Company Site, any communications between you and Company, or your participation in any other program or service provided by Company shall be resolved through binding individual arbitration unless you opt out of this Arbitration Agreement using the process explained below. You understand and agree that you are waiving your right to sue or go to court to assert or defend your rights. However, either you or Company may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual claim. The term “dispute” means any dispute, action, claim, or other controversy between you and Company, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.

Informal Dispute Resolution. Either party asserting a dispute shall first try in good faith to resolve it by providing written notice as specified below to the other party describing the facts and circumstances (including any relevant documentation) and allowing the receiving party 30 days in which to respond. Notice shall be made by first class or registered mail (1) to General Counsel, Arculus Holdings, L.L.C., 309 Pierce Street, Somerset, NJ 08873 (USA) or legal@composecure.com or by telephone at 908.518.0500, Extension 2540, or (2) to you at the address on file with Company. Both you and Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

Right to Opt Out of this Arbitration Agreement. You may opt out of this Arbitration Agreement within the first 30 days after the earliest of the first time you sign up for any program or service provided by Company. You may also opt out of this Arbitration Agreement within 30 days after we notify you regarding a material change to this Arbitration Agreement. You may opt out by sending a letter to: General Counsel, Arculus Holdings, L.L.C., 309 Pierce Street, Somerset, NJ 08873 (USA) or by sending an email to: legal@composecure.com. You should include your printed name, mailing address, and the words “Reject Arbitration.”

How Arbitration Works. Either party may initiate arbitration, which shall be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA's website www.adr.org, or by calling the AAA at 212.716.5800. In the event the AAA is unavailable or unwilling to hear the dispute, the parties shall agree to, or the court shall select, another arbitration provider. Unless you and Company agree otherwise, any arbitration hearing shall take place in the county of your residence (as determined by your billing address on file with Company). If you live outside the United States, any arbitration will take place in New York, New York (USA). Except for a Dispute determined to be initiated in bad faith or frivolous by the arbitrator, Company will pay all filing, administrative, arbitrator and hearing costs and waives any rights it may have to recover an award of attorneys' fees and expenses against you.

Waiver of Right to Bring Class Action and Representative Claims.All arbitrations shall proceed on an individual basis. The arbitrator is empowered to resolve the dispute with the same remedies available in court, including public injunctive relief. You and Company also agree that each may bring claims against the other in arbitration only in your or their respective individual capacities and in so doing you and Company hereby waive the right to a trial by jury, to assert or participate in any class action lawsuit or class action arbitration, any private attorney general lawsuit or private attorney general arbitration, and any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If a court decides that the limitations of this particular paragraph regarding class action waiver are deemed invalid or unenforceable, any putative class, private attorney general, or representative action must be brought in a court of proper jurisdiction and not in arbitration.

Governing Law and Other Terms. This Arbitration Agreement shall be governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act and other applicable federal law. To the extent state law applies to any aspect of this Arbitration Agreement, or to any disputes and claims that are covered by the Arbitration Agreement, the law of the state of your residence (determined by your address on file with Company) will govern. Company will provide notice of any material changes to this Arbitration Agreement. Except as set forth above, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement. Only the arbitrator is authorized to make determinations as to the scope, validity, or enforceability of this Agreement, including whether any dispute falls within its scope. However, the parties agree that any issue concerning the validity of the class action/representative waiver above must be decided by a court, and an arbitrator does not have authority to consider the validity of the waiver. This Arbitration Agreement survives the end of the relationship between you and Company, including without limitation cancellation or deletion of your Company account, opt-out of marketing, or end of participation in any Company program or service.

Disclaimer of Warranties and Limitations on Liability

YOU USE THE SITE AT YOUR OWN RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS OFFICERS, EMPLOYEES, DIRECTORS, STOCKHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (“AFFILIATES”) DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

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Complaints

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Arculus Key Card Terms of Sales

Copyright © 2021 Arculus Holdings, L.L.C. – All Rights Reserved

Terms last updated in August 2021 (“Update Date”)

The Arculus Key™ card when used together with the Arculus Wallet™ is a cold storage wallet for cryptocurrency and other digital assets (“Digital Assets”). It allows users to securely buy, swap, send, receive, and store Digital Assets.

1. Overview.

1.1. As used herein, “You” and “Your” mean the purchaser of the Arculus Key™ card (“Card”). “We,” “Us,” “Our,” and “Arculus” mean Arculus Holdings, L.L.C.; and its affiliates, agents, authorized representatives, successors, and assignees.

1.2. These Arculus Terms of Sale (“Terms”) govern Your use of the Card that You just purchased. The Card is used to access Your Arculus Wallet™ (“Arculus Wallet”) to store and make transactions for Digital Assets. “Digital Asset” means the different cryptocurrencies that We may recognize and support from time to time in Your Arculus Wallet. Please read these Terms carefully before accessing or using Your Card. By using the Card to access Your Arculus Wallet You (a) acknowledge that You have read and understand these Terms; and (b) accept these Terms and agree that You are legally bound by them. If You do not agree to all the Terms, then You may not access or use Your Card or Arculus Wallet.

1.3. The following documents govern Your use of the Card with Us: (1) these Terms; (2) all Statements; (3) any privacy notices; (4) Our Website Terms and Conditions; (5) the Arculus Wallet™ Usage Terms And Conditions; (6) all disclosures and materials provided to You before or when You opened Your initial account; (7) any other documents and disclosures relating to Your account, including those provided online; and (8) any future changes We make to any of the above (collectively, the “Agreement”). Please read the Agreement carefully and store a copy for future reference.

2. Rights and Restrictions for Your Card.

2.1 As of the Update Date, the Card is available for Digital Asset transactions in the following jurisdictions: all U.S. States, except New York and Hawaii. As of the Update Date, You may not use the Card to process Digital Asset transactions in New York or Hawaii, or any jurisdiction outside of the United States. It is anticipated that additional U.S. states may become available in the future and/or that non-U.S. jurisdictions may become available in the future, which information will be posted in future updates to these Terms. Please review Our Website from time to time for the most recent updated jurisdiction restrictions.

2.2 As of the Update Date, Digital Assets that can be bought or swapped through the Card are the following:

Bitcoin (BTC)Bitcoin Cash (BCH)Ethereum (ETH)USD Coin (USDC)
TrueUSD (TUSD)Wrapped BTC (WBTC)DaiChainlink (Link)
Tether (USDT)AMP

As of the Update Date, You may not use the Card to buy or swap Digital Assets in any currency not listed above. You may use the Card to send and receive other Digital Assets, and You may use Your Arculus Wallet™ to store private keys relating to other Digital Assets, but You will not be able to buy or swap those other Digital Assets through the Arculus Wallet. It is anticipated that additional Digital Assets may become available for transactions in the future, which information will be posted in future updates to these Terms. Please review Our Website from time to time for the most recent updated Digital Asset restrictions.

2.3 You agree to provide Us with the information We request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and permit Us to keep a record of such information. You will need to complete certain verification procedures before You are permitted to use the Card. The information We request may include certain personal information, including, but not limited to, Your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government identification, and information regarding Your bank account (such as the name of the bank, the account type, routing number, and account number) and in some cases (where permitted by Applicable Law), special categories of personal data, such as Your biometric information may also be requested. In providing Us with this or any other information that We may request, You confirm that the information is accurate and authentic. We may restrict Your use of the Card if We cannot verify Your information, or if You do not provide it to Us as requested. YOU AUTHORIZE US TO MAKE INQUIRIES, WHETHER DIRECTLY OR THROUGH THIRD PARTIES, THAT WE CONSIDER NECESSARY TO VERIFY YOUR IDENTITY OR PROTECT YOU AND/OR US AGAINST FRAUD OR OTHER FINANCIAL CRIMES, AND TO TAKE ACTION WE REASONABLY DEEM NECESSARY BASED ON THE RESULTS OF SUCH INQUIRIES. WHEN WE CARRY OUT THESE INQUIRIES, YOU ACKNOWLEDGE AND AGREE THAT YOUR PERSONAL INFORMATION MAY BE DISCLOSED TO CREDIT REFERENCE AND FRAUD PREVENTION OR FINANCIAL CRIME AGENCIES AND THAT THESE AGENCIES MAY RESPOND TO OUR INQUIRIES IN FULL. THIS IS AN IDENTITY CHECK ONLY AND SHOULD HAVE NO ADVERSE EFFECT ON YOUR CREDIT RATING.

2.4 We and/or Our third-party services providers shall be entitled to assume that all instructions for transactions received from Your mobile device using the Card and Arculus Wallet are Yours. We and/or Our third-party services providers shall be under no obligation whatsoever to verify that such instructions are in fact Yours. You are aware that information transmitted from Us are generally transmitted via the Internet and may be routed via public, transnational installations which are not specifically protected. We cannot guarantee that Your instructions and information so transmitted will in fact be completely protected against any unauthorized access, and You accept these associated risks. Any instructions sent by You to Us shall only be deemed to be received by Us when We and/or Our third-party services providers have successfully retrieved such instructions from the relevant system and duly informed You of such receipt. You agree that You shall be liable for any damage that may be caused through the use of the Internet, including without limitation loss, delay, misunderstandings, corrupted texts, unauthorized interceptions by third parties or duplicates. You acknowledge and agree that in the event of any dispute arising in connection with Your use of the Card or Arculus Wallet, that Our records (including electronic and computer stored records) of all matters relating to Your use of Your Card or Arculus Wallet (including its transaction history) at any specified date shall be conclusive evidence of their accuracy and authenticity and shall be binding on You for all purposes whatsoever. In addition, You agree to the admissibility of such documents without further requirement of proof of authenticity or accuracy in a court of competent jurisdiction under applicable evidentiary law, rules and/or regulations.

2.5 From time to time, We and/or Our third-party services providers may, in Our discretion, impose limits on the amount of Digital Assets You can buy or swap, which may include limits on the cash value or number of transactions in which You can engage over particular periods of time. Standard transaction limits are as follows: (i) Weekly purchase limit: $20,000 and (ii) Rolling annual purchase limit: $50,000. We may change the above limits for safety, security or other lawful reasons.

2.6 These Terms apply whether or not You use Your Card or Arculus Wallet. They will continue to apply as long as You have any Digital Assets in Your Arculus Wallet. You must take reasonable steps to prevent the unauthorized use of Your Card and Arculus Wallet. We and/or Our third-party services providers may decline to authorize any Digital Asset transaction for any reason. We and/or Our third-party services providers are not responsible for any losses You incur if We and/or Our third-party services providers do not authorize a transaction for any reason. You must not use, or try to use, the Card or Arculus Wallet for any illegal activity. You are responsible for any charges if You do. We are not liable for any losses that may result when Our services are unavailable due to reasons beyond Our control.

2.7 You understand and acknowledge that Your use of the Card and Arculus Wallet are at Your sole discretion and risk. It is Your responsibility to adopt good security practices in order to protect Your Digital Assets. If You lose Your Card, You can restore Your Arculus Wallet with a series of recovery passphrases created when You set up Your initial profile. The list of passphrases should be stored separately from the mobile device and card. You are responsible for safekeeping Your passphrases, private keys, and any other codes You need to access Your Arculus Wallet with the Card. Arculus cannot retrieve Your private keys or passphrases if You lose or forget them. We strongly advise You to store a backup copy of Your passphrases, private keys, and any other access codes in a safe place.

2.8 YOU EXPRESSLY UNDERSTAND AND ACKNOWLEDGE THAT IF YOU LOSE ACCESS TO YOUR ARCULUS WALLET OR YOUR ENCRYPTED PRIVATE KEYS AND YOU HAVE NOT SEPARATELY STORED A BACKUP OF YOUR PASSPHRASES AND PRIVATE KEYS, YOU WILL NOT BE ABLE TO ACCESS YOUR ARCULUS WALLET, AND YOU WILL NO LONGER BE ABLE TO ACCESS OR PROCESS TRANSACTIONS IN ANY DIGITAL ASSET YOU HAVE STORED IN YOUR ARCULUS WALLET. YOUR PRIVATE KEYS AND PASSPHRASES SHOULD BE KEPT CONFIDENTIAL AND STORED IN A SECURE LOCATION SEPARATELY FROM YOUR CARD AND ARCULUS WALLET TO ENSURE FUTURE ACCESS TO YOUR ARCULUS WALLET.

2.9 If Your Card is lost or stolen or if You think someone else may be using Your Card or Arculus Wallet without Your permission, You should contact Arculus Customer Service immediately.

3. Digital Asset Risks.

3.1 All transactions involving Digital Assets involve certain risks. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, and value of Digital Assets. In addition, Digital Asset trading can lead to large and immediate financial losses and is suitable only for persons who can bear such losses. There are risks in even holding Digital Assets. In considering whether to hold Digital Assets, You should be aware that the price or value of Digital Assets can change rapidly, decrease, and potentially even fall to zero. Past performance is not an indicator of future results. You should, therefore, carefully consider whether holding or trading Digital Assets is suitable for You in light of Your financial situation. Arculus is not responsible for the economic market or value of Digital Assets, and We make no representations or warranties concerning the real or perceived value of Digital Assets as denominated in any fiat currency.

3.2 If You use the Card to access Your Arculus Wallet for Digital Asset storage and transactions, You acknowledge that Arculus is not responsible or liable for safeguarding Your private keys and passphrases. Furthermore, Arculus is not responsible for any loss of Digital Assets resulting from theft, loss, or mishandling of encrypted private keys or passphrases outside Arculus’ control.

3.3 Arculus does not endorse, guarantee, warrant, or recommend any Digital Assets. You must conduct Your own due diligence before deciding to make any Digital Asset transaction in connection with or through Your Arculus Wallet. In addition, Arculus does not provide investment advice and any content on Our Website should not be considered as a substitute for investment advice provided by a financial professional. Notwithstanding, We and/or Our third-party services providers may provide historical and/or real-time data regarding the prevailing trading prices of certain Digital Assets, including graphs displayed within Your Arculus Wallet showing the price fluctuations of Digital Assets, such data or graphs are for reference only. Arculus makes no representations regarding the quality, suitability, veracity, timeliness, usefulness, accuracy, or completeness of such data or graphs, and You should not rely on such data or graphs for any reason whatsoever. You understand and acknowledge that the value of Digital Assets can be volatile, and You agree that Arculus is not in any way responsible or liable for any losses You may incur by holding or trading Digital Assets, even if Your transactions are delayed, suspended, or interrupted for any reason.

3.4 Once a Digital Asset transaction is submitted to Arculus’ third-party services partners and/or directly to a blockchain network, such a transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the third-party services partner and/or blockchain network. A transaction is not complete until it is confirmed. Your Arculus Wallet will designate any Digital Asset transactions, to and from, Your Arculus Wallet that are still “pending” as such, and the relevant Digital Asset will not be included in Your Arculus Wallet or be available with which to conduct other transactions until the initial transaction is confirmed.

3.5 Digital Assets in Your Arculus Wallet may be vulnerable to attacks based on the security, integrity or operation of the Digital Asset’s blockchain or other underlying technology, including attacks using computing power sufficient to overwhelm the normal operations of the blockchain or technology. WHILE ARCULUS INCORPORATES TECHNOLOGIES DESIGNED TO PROTECT AGAINST SUCH ATTACKS, NEITHER ARCULUS AND ITS AFFILIATES, NOR ANY OF THEIR CURRENT OR FORMER EMPLOYEES, OFFICERS, DIRECTORS, PARTNERS, REPRESENTATIVES, AGENTS, ADVISORS, OR CONTRACTORS OR ANY OF ITS OR THEIR RESPECTIVE THIRD-PARTY SERVICES PROVIDERS, ARE RESPONSIBLE OR LIABLE IN ANY WAY WHATSOEVER TO YOU FOR ANY LOST DIGITAL ASSET, LOST PROFITS, LOST SAVINGS, OR THE LIKE, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, IN EACH CASE ARISING OUT OF OR FROM OR IN CONNECTION WITH ANY SECURITY RISK OR SECURITY BREACH OR SECURITY THREAT OR SECURITY ATTACK ON YOUR ARCULUS WALLET, INCLUDING BUT NOT LIMITED TO HACKER ATTACKS, LOSS OF PASSPHRASES, LOSS OF PRIVATE KEYS, OR THE LIKE.

3.6 Your Arculus Wallet is not a depository or bank account. Funds stored in Your Arculus Wallet do not earn any interest. Digital Assets are not protected by any government-backed depositor compensation, insurance or guarantee arrangement; so, they are not covered by either FDIC or SIPC insurance.

3.7 You are solely responsible to determine what, if any, taxes apply to Your Arculus Wallet transactions. Arculus is NOT responsible for determining the taxes that apply to Your transactions, if any.

3.8 You understand and agree that the underlying protocols of the Digital Assets' networks are subject to changes (each a “Fork”) which may result in more than one version of such asset (each a “Forked Asset”). You further understand and agree that Forks may materially affect the value, function, and/or name of the Digital Assets You hold in Your Arculus Wallet. In the event of a Fork, Arculus may temporarily suspend Your Arculus Wallet (with or without advance notice to You) and We may determine, in Our sole discretion, whether or not to support the Forked Asset(s). In the event that Arculus decides not to support any such Forked Asset, such Forked Asset will not be made available to You in Your Arculus Wallet. You acknowledge the risks presented by Forks and hereby accept that We have no responsibility for any losses or damage arising as a result of any such Fork or Our decision not to support a Forked Asset.

4. Limited Warranty.

4.1 We warrant that Your Card will be free from defects in material and workmanship and will operate under normal use conditions during the warranty period of two (2) years (“Warranty Period”) starting from the day the Card is received by You. This limited warranty covers failures or malfunctions that occur to the Card during the Warranty Period under normal use conditions.

4.2 This limited warranty shall not apply to: (i) normal wear and tear; (ii) damage or loss resulting from accident, abuse, misuse, neglect, or improper usage or handling; (iii) damage resulting from undue physical or electrical stress, including but not limited to high voltage surges or extreme temperatures; (iv) damage or loss of the product caused by acts of nature including but not limited to floods, storms, fires and earthquakes; or (v) damage caused by alteration of the Card by You or anyone other than Us (“Warranty Exceptions”).

4.3 Our limited warranty is strictly limited to replacement of the Card itself. If Your Card was damaged or defective at the time it was delivery to You or if the Card fails to work at any time under normal use conditions during the Warranty Period, provided such failure was not caused by a Warranty Exceptions, then You may return the defective Card to Arculus and get a replacement Card free of charge. Arculus will not give you a free replacement Card after the Warranty Period expires. Your warranty rights under this Section 4 are personal in nature, and are not transferable by You to anyone else. Further, any Card that has not been purchased by You directly from Us is expressly excluded from the scope of the above limited warranty.

4.4 EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE CARD AND YOUR ARCULUS WALLET ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL ARCULUS AND ITS AFFILIATES, AND THEIR CURRENT OR FORMER EMPLOYEES, OFFICERS, DIRECTORS, PARTNERS, REPRESENTATIVES, AGENTS, ADVISORS, OR CONTRACTORS OR ANY OF ITS OR THEIR RESPECTIVE THIRD-PARTY SERVICES PROVIDERS (“ARCULUS REPRESENTATIVES”), BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH YOUR USE OF THE CARD OR YOUR ARCULUS WALLET OR ANY OTHER DEALINGS IN OR THROUGH YOUR ARCULUS WALLET.

5. Disclaimer.

5.1 IN NO EVENT WILL ARCULUS AND ITS AFFILIATES, AND THEIR CURRENT OR FORMER EMPLOYEES, OFFICERS, DIRECTORS, PARTNERS, REPRESENTATIVES, AGENTS, ADVISORS, OR CONTRACTORS, OR ANY OF ITS OR THEIR RESPECTIVE THIRD-PARTY SERVICES PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE YOUR CARD OR ARCULUS WALLET, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ARCULUS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS AGREEMENT SHALL OPERATE TO LIMIT OR EXCLUDE ANY LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE.

5.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ARCULUS OR ANY OF ITS REPRESENTATIVES BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGE OR CLAIMS: (I) DUE TO AN UNUSUAL OR UNFORESEEABLE CONSEQUENCE, OUTSIDE OF OUR REASONABLE CONTROL (INCLUDING WITHOUT LIMITATION FORCE MAJEURE EVENTS); (II) ARISING FROM OR IN CONNECTION WITH: (A) ANY INTERRUPTION, DELAY, SUSPENSION, DISCONTINUANCE OR FAILURE OF YOUR CARD OR ARCULUS WALLET; (B) ANY REFUSAL TO PROCESS OR AUTHORIZE, OR ANY REVERSAL OF, ANY TRANSACTION IN YOUR ARCULUS WALLET FOR ANY REASON; (C) YOUR INABILITY TO EFFECT OR COMPLETE ANY TRANSACTION DUE TO SYSTEM MAINTENANCE, BREAKDOWN OR NON-AVAILABILITY OF YOUR ARCULUS WALLET, NETWORK, YOUR CARD OR HARDWARE OR SOFTWARE OR THAT OF ANY THIRD PARTIES; (D) YOUR USE OF YOUR CARD, YOUR MOBILE DEVICE AND/OR YOUR ARCULUS WALLET BY THIRD PARTIES, WHETHER OR NOT AUTHORIZED BY YOU; (E) ANY THEFT OR LOSS OF YOUR CARD OR YOUR MOBILE DEVICE; (F) ANY UNAUTHORIZED OR ILLEGAL USE OF YOUR CARD OR ARCULUS WALLET CONTRARY TO THIS AGREEMENT; (III) DUE TO COMPLIANCE WITH APPLICABLE LAWS AND/OR ORDERS FROM COURTS OF COMPETENT JURISDICTIONS; (IV) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, LOST DATA, OTHER TANGIBLE OR INTANGIBLE LOSSES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE DIRECT OR INDIRECT, FORESEEABLE OR UNFORESEEABLE, OR WHETHER WE OR OUR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (V) RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE CARD, YOUR ARCULUS WALLET, OR ANY INFORMATION CONTAINED THEREIN.

5.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ARCULUS’ AND ITS REPRESENTATIVES’ TOTAL AGGREGATE, CUMULATIVE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE REPLACEMENT COST OF A CARD.

6. Representation & Warranties by You.

By purchasing the Card and accessing and/or using Your Card together with the Arculus App to access Your Arculus Wallet, You represent and warrant (and shall be deemed to represent and warrant) to Arculus on the date of such purchase and date of any such access or use, the following:

6.1 You are over eighteen (18) years of age or are of legal age to enter into a binding contract in Your jurisdiction and You have the right, power and authority to enter into this Agreement;

6.2 You are a resident, domiciled in the U.S. state listed in Your registration materials;

6.3 You are not impersonating any other person, operating under an alias or otherwise concealing Your identity;

6.4 You are the sole ultimate beneficial owner of Your Card and Arculus Wallet;

6.5 You are the owner of Your mobile device being used with Your Card and Arculus Wallet;

6.6 You will not use the Card and/or Arculus Wallet if any applicable laws in Your jurisdiction (state or country) prohibit You from doing so in accordance with this Agreement;

6.7 You acknowledge and agree that You have observed and complied with all applicable laws, regulations or rules in Your jurisdiction in connection with any Digital Asset storage or transaction in or through Your Arculus Wallet at Your own expense and without liability to Arculus;

6.8 You acknowledge and agree that no regulatory authority has examined or approved Your Digital Asset transactions;

6.9 You acknowledge and agree that You are fully aware of and understand that You are not eligible to purchase any Digital Assets through Your Arculus Wallet if: (i) You are on the Specially Designated Nationals List, or are a citizen, national or resident of a country on the Sanctions List as set forth by the Office of Foreign Assets Control, or (ii) You are a “restricted person” as defined by FINRA Rules 5130 and 5131 (as amended), or (iii) You are located in, under the control of, or a national or resident of (a) any international sanctioned countries, or (b) any country to which the United States has embargoed goods or services;

6.10 You acknowledge and agree that You are fully aware and understand that there are substantial risks associated with the purchase, sale and holding of Digital Assets;

6.11 You acknowledge and agree that Arculus is not liable for any indirect, special, incidental, consequential or other losses of any kind in tort, contract or otherwise (including but not limited to loss of Digital Assets, income or profits; or loss of use or data; or loss of reputation; or loss of any economic or other opportunity of whatever nature or however arising) arising out of or in connection with Your use of Your Card or Arculus Wallet; and

6.12 You acknowledge and agree that all of the above representations and warranties are true, complete, and accurate.

7. Conduct.

In connection with Your use of the Card and Arculus Wallet, You agree not to (and shall not, knowingly or otherwise, authorize, allow or assist any other person to):

7.1 Use the Card or Arculus Wallet to conduct electronic spamming or otherwise distribute any unsolicited or unauthorized advertising, promotional or marketing material, junk mail and/or chain letters;

7.2 Use the Card or Arculus Wallet to perform illegal, unlawful or immoral activities under any federal or state law (including but not limited to money laundering, illegal Internet gambling, terrorism financing and/or fraudulent activities);

7.3 Use the Card or Arculus Wallet to upload content that contains or is infected with viruses, malicious codes, Trojan horses, is unlawful, immoral or illegal and/or contains any other harmful or deleterious program;

7.4 Use the Card or Arculus Wallet in any manner that could reasonably be expected to infringe Our, Our affiliates’ or any other third party’s intellectual property rights, including without limitation any copyright, patent or trademark. You agree not to take or attempt to take any action or claim ownership of any property that infringes or would infringe upon these intellectual property rights;

7.5 Use the Card or Arculus Wallet in any way that could damage, disable, impair or compromise Arculus’ security systems and/or the security of any other computer systems or devices used in connection therewith, and/or interfere with other Arculus users.

7.6 Attempt to gain or gain unauthorized access to the accounts of other Arculus Wallet users;

7.7 Take any action that imposes an unreasonable or disproportionately large burden or load on the Arculus infrastructure (including, but without limitation to Our servers, networks, data centers and related or like equipment) and/or detrimentally interfere with, intercept or expropriate any system, data or information belonging to other Arculus Wallet users;

7.8 Engage in any other activities deemed inappropriate by Us and/or which is in contravention of these Terms or any applicable laws;

7.9 Provide false, inaccurate, incomplete and/or misleading information to Arculus or any of its affiliates or third-party services providers; or

7.10 Deposit in Your Arculus Wallet any Digital Asset or fiat currency forming all or part of the proceeds of any criminal or unlawful activity.

8. Suspension of Your Card.

8.1. We and/or Our third-party services providers reserve the right to suspend, restrict or terminate Your access to Your Arculus Wallet and all services therein without any liability to You under the following conditions:

8.1.1. Where it is Arculus’ reasonable opinion that We are required to do so by applicable law or upon order of any court or other adjudicating authority to which We are subject in any jurisdiction;

8.1.2. Where it is Arculus’ reasonable opinion that You may be in breach of this Agreement and/or are otherwise trying to circumvent the Agreement;

8.1.3. Where it is Arculus’ reasonable opinion that an Arculus Wallet transaction is fraudulent and/or erroneous;

8.1.4. Where it is Arculus’ reasonable opinion that Your Arculus Wallet has been compromised by unauthorized third-party access and/or activity and/or is being used in any other unauthorized manner; or

8.1.5. Where it is Arculus’ reasonable opinion that You are using Your Arculus Wallet for fraudulent or illegal activities, including without limitation money laundering, terrorist financing, fraud or any other financial crime, Ponzi schemes, pyramid schemes, phishing or dark-web transactions.

8.2. If We and/or Our third-party services providers detect any of the above-identified activities, You agree that We have no requirement to notify You of the specific reason why We denied a transaction or suspended Your Arculus Wallet. In addition, You shall not be entitled to any payment, compensation or damages from Us in relation to any suspension, reversal or termination of Your use of Your Arculus Wallet for any reason whatsoever. Any limitation, suspension or termination of Your use of Your Arculus Wallet for any reason whatsoever shall not release You from any liability or responsibility on Your part, which at the time of such limitation, suspension or termination, has already accrued. Our rights of limitation, suspension and termination under these Terms shall be without prejudice to any other rights or remedies which We and/or Our third-party services providers may have (whether under these Terms, any other agreement, applicable law or otherwise). Suspensions, restrictions or terminations from the use of Your Arculus Wallet will be reversed, if at all, as soon as reasonably practicable once such reasons no longer exist.

8.3. You will be in default if: (1) We determine that You made a false, incomplete or misleading statement to Us, or You otherwise tried to defraud Us; (2) We determine that You have violated any applicable law; or (3) You do not comply with these Terms or any other agreement with Us. If You are in default, We may take certain actions with respect to Your Card or Arculus Wallet. For instance, depending on the type of default, We may take the following actions, without notifying You, unless the law says that We must give You notice: (1) close or suspend Your Arculus Wallet or (2) file a lawsuit against You, or (3) pursue another action that is not prohibited by law. If We file a lawsuit, You agree to pay Our court costs, expenses and attorney fees, unless the law does not allow Us to collect these amounts.

9. Risk Of Loss / Returns

All purchases of Cards are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to You upon Our delivery to the carrier. If You are not satisfied with Your Card purchase, We allow returns on Cards which must be sent to Us no later than 15 days from the original delivery date. Any Card You return must be in the same condition You received it. We do not take title to returned Cards until the Card arrives at Our fulfillment center. To initiate a return, please contact Customer Service for return instructions first, before You ship the return. Refunds will be issued to the original method of payment. For a returned Card, We will offer either a full refund or a replacement. At Our discretion, a refund may be issued without requiring a return of the Card. In this situation, Arculus does not take title to the refunded item. We reserve the right to decline a refund if any of these conditions are not met.

10. Indemnification.

You agree to indemnify, defend and hold harmless Arculus and Our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, services providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of Your breach of these Terms, the Agreement or the documents they incorporate by reference (as set forth in Section 1.3 above), or Your violation of any law or the rights of a third-party.

11. Intellectual Property.

In connection with the Card and Arculus Wallet and Your use thereof, Arculus retains all right, title, and interest in and to the Arculus’ brands, logos, and trademarks, including, but not limited to: ARCULUS, Our logo
Arculus Logo
, and variations of the wording of the aforementioned brands, logos, and trademarks (“Brands”). You have no right to use such Brands for any purpose or remove any such Brands from the Card or Arculus Wallet without Arculus’ prior consent.

12. Choice of Law.

Your use of the Card or Arculus Wallet and this Agreement, together with its application and interpretation, shall be governed exclusively by the laws of the State of New Jersey, without regard to its conflict of law rules. You consent to the exclusive jurisdiction of the federal and state courts located in New Jersey for any dispute arising under Your use of the Card or Arculus Wallet or this Agreement. THE PARTIES AGREE THAT ANY CLAIMS AGAINST THE OTHER UNDER THIS AGREEMENT MAY ONLY BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. TO THE MAXIMUM EXTENT OF THE LAW, NO COURT OF COMPETENT JURISDICTION MAY 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. ANY RELIEF AWARDED TO ANY USER OF THE CARD OR ARCULUS WALLET CANNOT AND MAY NOT AFFECT ANY OTHER USERS.

13. Severability.

In the event any court shall declare any section or sections of these Terms invalid or void, such declaration shall not invalidate the entire Terms and all other sections of these Terms shall remain in full force and effect.

14. Binding Agreement.

These Terms are binding upon You, Your heirs, successors, assigns, and other representatives. We reserve the right to modify these Terms from time to time, with or without notice to You.

15. Notices.

All notices, requests, demands and other communications under these Terms shall be in writing and shall be deemed to have been delivered and received, if confirmation of receipt is available, (a) one (1) business day after having been sent by overnight courier and (b) on the same day when personally delivered or sent by email or facsimile by the sending party on a business day, or otherwise on the next succeeding business day thereafter. If We need to communicate with You, then We will send notices to either Your home address or email address that We have on file. If You need to communicate with Us, You must send notices at Our address set forth below:

Office of the General Counsel
Arculus Holdings, L.L.C.
309 Pierce Street
Somerset, NJ 08873
legal@arculus.com

16. Privacy Policy.

By using the Card or Arculus Wallet, You confirm that You have read and understood Our Privacy Policy and understand how We collect, use, disclose and share Your Personally Identifiable Information (PII) and disclose such PII to Our authorized third-party services providers and other relevant third parties. For more information, Our Privacy Policy is located here: https://www.getarculus.com/privacypolicy.

17. Feedback.

If You have any feedback, questions or complaints, please contact Us via email at contact@arculus.co. We will attempt to respond to You as soon as possible. For more complicated issues, it may take US up to fifteen (15) days to resolve and get back to You. You accept and agree that We shall not be responsible for any loss and damage incurred during such period.

18. No Transfer of Terms.

These Terms, and any rights and obligations and licenses granted hereunder, are limited, revocable, non-exclusive and personal to You and therefore may not be transferred, assigned or delegated by You to any third party without Our written consent, but may be transferred, assigned or delegated by Us without notice and restriction. Any attempted transfer or assignment by You in violation hereof shall be null and void.

19. Entire Agreement.

You acknowledge and agree that this Agreement and the documents it incorporates by reference (as set forth in Section 1.3 above) represents the final and complete contract between Us and You, and it shall be binding upon, and inure to the benefit of, Us and You and each of our respective beneficiaries, successors and assigns, and supersedes all prior documents, representations, and understandings between us that may relate to the subject matter of the Agreement. No other understanding, oral or otherwise, regarding the subject matter of the Agreement shall be deemed to exist or bind either of us. You acknowledge and agree that You had the opportunity to have the Agreement, and the documents they incorporate by reference (as set forth in Section 1.3 above) reviewed by an attorney of Your choosing.

Wallet Usage Terms

Copyright © 2021 Arculus Holdings, L.L.C. – All Rights Reserved.

Terms last updated in August 2021 (“Update Date”)

The Arculus Wallet™ is a cold storage wallet for cryptocurrency and other digital assets (“Digital Assets”). It allows users to securely buy, swap, send, receive, and store Digital Assets.

This is a binding “Agreement” between Arculus Holdings, L.L.C. (“Arculus,” “We,” “Our” or “Us”) and the person, persons, or entity (“You”, “Your” or “Yourself”) using the Arculus Key™ card and Arculus Wallet™ mobile device app together with any enhancements, updates, maintenance releases, modifications, revisions, or additions thereto (collectively “Arculus Wallet”) to buy, swap, send, receive and store Digital Assets. The terms in this Agreement may from time to time be updated or amended. We will post any such updates on the Arculus Wallet or Our website, located at www.getarculus.com (“Website”). Such updated terms as posted will take effect immediately unless otherwise indicated. You should regularly check the Arculus Wallet or Our Website to inform Yourself of any such changes. In addition, We at any time may change, add or remove any feature or functionality of the Arculus Wallet without prior notice to You. By continuing to use the Arculus Wallet after any such changes have taken effect, You are indicating Your acceptance of the updated or amended terms as well as Your acceptance of the updated Arculus Wallet. If You do not wish to be bound by any changes or amendments to this Agreement, You should stop using the Arculus Wallet immediately.

1. Rights and Restrictions.

(a) The Arculus Wallet is copyrighted by Arculus and it is licensed under the terms and conditions of this Agreement. It is not sold to You. Subject to You remaining in full and ongoing compliance with the terms and conditions of this Agreement, Arculus hereby grants to You, and You accept, a personal, limited, nonexclusive, nontransferable, non-assignable, revocable license to use the Arculus Wallet in machine-readable, object code form only, and only as authorized in this Agreement.

(b) Except as this Agreement expressly permits, You shall not, and shall not permit any other person to: (a) copy the Arculus Wallet, in whole or in part; (b) modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of the Arculus Wallet or any part thereof; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Arculus Wallet available to any person, including on or in connection with the Internet or any time-sharing, service bureau, software as a service, cloud or other technology or service; (d) reverse engineer, disassemble, decompile, decode or adapt the Arculus Wallet, or otherwise attempt to derive or gain access to the source code of the Arculus Wallet, in whole or in part; (e) bypass or breach any security device or protection used for or contained in the Arculus Wallet; (f) remove, delete, efface, alter, obscure, translate, combine, supplement or otherwise change any trademarks, warranties, disclaimers, or other notices, marks or serial numbers on or relating to any copy of the Arculus Wallet; or (g) use the Arculus Wallet in any manner or for any purpose or application not expressly permitted by this Agreement.

(c) As of the Update Date, the Arculus Wallet is available for Digital Asset transactions in the following jurisdictions: all U.S. States except New York and Hawaii. As of the Update Date, You may not use the Arculus Wallet to process Digital Asset transactions in New York or Hawaii, or any jurisdiction outside of the United States. It is anticipated that additional U.S. states may become available in the future and/or that non-U.S. jurisdictions may become available in the future, which information will be posted in future updates to this Agreement. Please review Our Website from time to time for the most recent updated jurisdiction restrictions.

(d) Digital Assets that can be bought or swapped through the Arculus Wallet as of the Update Date are the following:

Bitcoin (BTC)Bitcoin Cash (BCH)Ethereum (ETH)USD Coin (USDC)
TrueUSD (TUSD)Wrapped BTC (WBTC)DaiChainlink (Link)
Tether (USDT)AMP

As of the Update Date, You may not use the Arculus Wallet to buy or swap Digital Assets in any currency not listed above. You may use Your Arculus Wallet to send and receive other Digital Assets, and You may use Your Arculus Key™ card and Arculus Wallet to store private keys relating to other Digital Assets, but You will not be able to buy or swap those other Digital Assets through the Arculus Wallet. It is anticipated that additional Digital Assets may become available for transactions in the future, which information will be posted in future updates to this Agreement. Please review Our Website from time to time for the most recent updated Digital Asset restrictions.

(e) You understand and acknowledge that Your use of the Arculus Wallet is at Your sole discretion and risk. It is Your responsibility to adopt good security practices in order to protect Your Digital Assets. If You lose Your Arculus Key™ card, You can restore Your Arculus Wallet™ with a series of recovery passphrases created when You set up Your initial profile. The list of passphrases should be stored separately from the mobile device and card. You are responsible for safekeeping Your passphrases, private keys, and any other codes You need to access the Arculus Wallet™. Arculus cannot retrieve Your private keys or passphrases if You lose or forget them. We strongly advise You to store a backup copy of Your passphrases, private keys, and any other access codes in a safe place (not in the Arculus Wallet™).

(f) YOU EXPRESSLY UNDERSTAND AND ACKNOWLEDGE THAT IF YOU LOSE ACCESS TO YOUR ARCULUS WALLET OR YOUR ENCRYPTED PRIVATE KEYS AND YOU HAVE NOT SEPARATELY STORED A BACKUP OF YOUR PASSPHRASES AND PRIVATE KEYS, THEN YOU WILL NOT BE ABLE TO ACCESS THE ARCULUS WALLET™, AND YOU WILL NO LONGER BE ABLE TO ACCESS OR PROCESS TRANSACTIONS IN ANY DIGITAL ASSET YOU HAVE STORED IN YOUR ARCULUS WALLET™.

(g) Arculus reserves the right, in its sole discretion, to refuse to process or to cancel any pending request from You for any Digital Asset transaction using the Arculus Wallet, including for purposes of compliance with applicable law.

(h) We may at any time and without notice to You (i) set off any amount We owe You against any amount that You owe Us; or (ii) recover any amount You owe Us (in either case, whether or not the obligation is matured or contingent and irrespective of the currency, asset or place of payment). Any amounts that are so set off will be discharged promptly and in all respects.

(i) From time to time, We and/or Our third party services providers may, in Our discretion, impose limits on the amount of Digital Assets You can buy or swap, which may include limits on the cash value or number of transactions in which You can engage over particular periods of time. We and/or Our third-party service providers may change the limits for safety, security or other lawful reasons.

2. DIGITAL ASSET RISKS.

(a) All transactions involving Digital Assets involve certain risks. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer and value of Digital Assets. In addition, Digital Asset trading can lead to large and immediate financial losses and is suitable only for persons who can bear such losses. There are risks in even holding Digital Assets. In considering whether to hold Digital Assets, You should be aware that the price or value of Digital Assets can change rapidly, decrease, and potentially even fall to zero. Past performance is not an indicator of future results. You should, therefore, carefully consider whether holding or trading Digital Assets is suitable for You in light of Your financial situation. Arculus is not responsible for the economic market or value of Digital Assets, and We make no representations or warranties concerning the real or perceived value of Digital Assets as denominated in any fiat currency.

(b) If You use the Arculus Wallet for Digital Asset storage and transactions, You acknowledge that Arculus is not responsible or liable for safeguarding Your private keys and passphrases. Furthermore, Arculus is not responsible for any loss of Digital Assets resulting from theft, loss, or mishandling of encrypted private keys or passphrases outside Arculus’ control.

(c) Arculus does not endorse, guarantee, warrant, or recommend any Digital Assets. You must conduct Your own due diligence before deciding to make any Digital Asset transaction in connection with or through Your Arculus Wallet. In addition, Arculus does not provide investment advice and any content on the Arculus Wallet or Our Website should not be considered as a substitute for investment advice provided by a financial professional. Notwithstanding, We and/or Our third-party services providers may provide historical and/or real-time data regarding the prevailing trading prices of certain Digital Assets, including graphs displayed within the Arculus Wallet showing the price fluctuations of Digital Assets, such data or graphs are for reference only. Arculus makes no representations regarding the quality, suitability, veracity, timeliness, usefulness, accuracy, or completeness of such data or graphs, and You should not rely on such data or graphs for any reason whatsoever. You understand and acknowledge that the value of Digital Assets can be volatile, and You agree that Arculus is not in any way responsible or liable for any losses You may incur by holding or trading Digital Assets, even if Your transactions are delayed, suspended, or interrupted for any reason.

(d) Once a Digital Asset transaction is submitted to Arculus’ third-party services partners and/or directly to a blockchain network, such a transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the third-party services partner and/or blockchain network. A transaction is not complete until it is confirmed. Your Arculus Wallet will designate any Digital Asset transaction, to and from, Your Arculus Wallet that are still “pending” as such, and the relevant Digital Asset will not be included in Your Arculus Wallet or be available with which to conduct other transactions until the initial transaction is confirmed.

(e) Digital Assets in Your Arculus Wallet may be vulnerable to attacks based on the security, integrity or operation of the Digital Asset’s blockchain or other underlying technology, including attacks using computing power sufficient to overwhelm the normal operations of the blockchain or technology. WHILE THE ARCULUS WALLET INCORPORATES TECHNOLOGIES DESIGNED TO PROTECT AGAINST SUCH ATTACKS, NEITHER ARCULUS AND ITS AFFILIATES, NOR ANY OF THEIR CURRENT OR FORMER EMPLOYEES, OFFICERS, DIRECTORS, PARTNERS, REPRESENTATIVES, AGENTS, ADVISORS, OR CONTRACTORS OR ANY OF ITS OR THEIR RESPECTIVE THIRD-PARTY SERVICE PROVIDERS, BE RESPONSIBLE OR LIABLE IN ANY WAY WHATSOEVER TO YOU FOR ANY LOST DIGITAL ASSET, LOST PROFITS, LOST SAVINGS, OR THE LIKE, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, IN EACH CASE ARISING OUT OF OR FROM OR IN CONNECTION WITH ANY SECURITY RISK OR SECURITY BREACH OR SECURITY THREAT OR SECURITY ATTACK ON THE ARCULUS WALLET, INCLUDING BUT NOT LIMITED TO HACKER ATTACKS, LOSS OF PASSPHRASE, LOSS OF PRIVATE KEYS, OR THE LIKE.

(f) Your Arculus Wallet is not a depository or bank account. Funds stored in Your Arculus Wallet do not earn any interest. Digital Assets are not protected by any government-backed depositor compensation, insurance or guarantee arrangement; so, they are not covered by either FDIC or SIPC insurance.

(g) You are solely responsible to determine what, if any, taxes apply to Your Arculus Wallet transactions. Arculus is NOT responsible for determining the taxes that apply to Your transactions, if any.

(h) You understand and agree that the underlying protocols of the Digital Assets' networks are subject to changes (each a "Fork") which may result in more than one version of such asset (each a "Forked Asset"). You further understand and agree that Forks may materially affect the value, function, and/or name of the Digital Assets You hold in Your Arculus Wallet. In the event of a Fork, Arculus may temporarily suspend Your use of the Arculus Wallet (with or without advance notice to You) and We may determine, in Our sole discretion, whether or not to support the Forked Asset(s). In the event that Arculus decides not to support any such Forked Asset, such Forked Asset will not be made available to You in Your Arculus Wallet. You acknowledge the risks presented by Forks and hereby accept that We have no responsibility for any losses or damage arising as a result of any such Fork or Our decision not to support a Forked Asset.

3. Conduct. In connection with Your use of the Arculus Wallet, You agree not to (and shall not, knowingly or otherwise, authorize, allow or assist any other person to):

(a) Use the Arculus Wallet to conduct electronic spamming or otherwise distribute any unsolicited or unauthorized advertising, promotional or marketing material, junk mail and/or chain letters;

(b) Use the Arculus Wallet to perform illegal, unlawful or immoral activities under any federal or state law (including but not limited to money laundering, illegal Internet gambling, terrorism financing and/or fraudulent activities);

(c) Use the Arculus Wallet to upload content that contains or is infected with viruses, malicious codes, Trojan horses, is unlawful, immoral or illegal and/or contains any other harmful or deleterious program;

(d) Modify or adapt the whole or any part of the Arculus Wallet and/or combine or incorporate the Arculus Wallet into another software program or application;

(e) Disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code, underlying concepts, ideas and algorithms of the Arculus Wallet and/or any components thereof;

(f) Use the Arculus Wallet in any manner that could reasonably be expected to infringe Our, Our affiliates’ or any other third party’s intellectual property rights, including without limitation any copyright, patent or trademark. You agree not to take or attempt to take any action or claim ownership of any property that infringes or would infringe upon these intellectual property rights;

(g) Use the Arculus Wallet in any way that could damage, disable, impair or compromise Arculus’ security systems and/or the security of any other computer systems or devices used in connection therewith, and/or interfere with other Arculus Wallet users.

(h) Attempt to gain or gain unauthorized access to the Arculus Wallets of other users;

(i) Take any action that imposes an unreasonable or disproportionately large burden or load on the Arculus infrastructure (including, but without limitation to Our servers, networks, data centers and related or like equipment) and/or detrimentally interfere with, intercept or expropriate any system, data or information belonging to other users of the Arculus Wallet;

(j) Engage in any other activities deemed inappropriate by us and/or which is in contravention of this Agreement or any applicable laws;

(j) Provide false, inaccurate, incomplete and/or misleading information to Arculus or any of its affiliates or third-party service providers; or

(k) Deposit in Your Arculus Wallet any Digital Asset or fiat currency forming all or part of the proceeds of any criminal or unlawful activity.

4. Suspension of Your Arculus Wallet. We reserve the right to suspend, restrict or terminate Your access to Your Arculus Wallet and all services therein without any liability to You under the following conditions:

(a) Where it is Arculus’ reasonable opinion that We are required to do so by applicable law or upon order of any court or other adjudicating authority to which We are subject in any jurisdiction;

(b) Where it is Arculus’ reasonable opinion that You may be in breach of this Agreement and/or are otherwise trying to circumvent the Agreement;

(c) Where it is Arculus’ reasonable opinion that an Arculus Wallet transaction is fraudulent and/or erroneous;

(d) Where it is Arculus’ reasonable opinion that Your Arculus Wallet has been compromised by unauthorized third-party access and/or activity and/or is being used in any other unauthorized manner; or

(e) Where it is Arculus’ reasonable opinion that You are using Your Arculus Wallet for fraudulent or illegal activities, including without limitation money laundering, terrorist financing, fraud or any other financial crime, Ponzi schemes, pyramid schemes, phishing or dark-web transactions.

If We and/or Our third-party services providers detect any of the above-identified activities, then You agree that We have no requirement to notify You of the specific reason why We denied a transaction or suspended Your use of the Arculus Wallet. In addition, You shall not be entitled to any payment, compensation or damages from Us in relation to any suspension, reversal or termination of Your use of an Arculus Wallet for any reason whatsoever. Any limitation, suspension or termination of Your use of an Arculus Wallet for any reason whatsoever shall not release You from any liability or responsibility on Your part, which at the time of such limitation, suspension or termination, has already accrued. Our rights of limitation, suspension and termination under this Agreement shall be without prejudice to any other rights or remedies which We and/or Our third-party services providers may have (whether under this Agreement, applicable law or otherwise). Suspensions, restrictions or terminations from the use of Your Arculus Wallet will be reversed, if at all, as soon as reasonably practicable once such reasons no longer exist.

5. Default. You will be in default of in Your use of Your Arculus Wallet if: (1) We determine that You made a false, incomplete or misleading statement to Us, or You otherwise tried to defraud Us; (2) We determine that You have violated any applicable law; or (3) You do not comply with this Agreement or any other agreement with Us. If You are in default, We may take certain actions with respect to Your Arculus Wallet. For instance, depending on the type of default, We may take the following actions, without notifying You, unless the law says that We must give You notice: (1) close or suspend Your Arculus Wallet or (2) file a lawsuit against You, or (3) pursue another action that is not prohibited by law. If We file a lawsuit, You agree to pay Our court costs, expenses and attorney fees, unless the law does not allow Us to collect these amounts.

6. Disclaimer.(a) Arculus provides the Arculus Wallet solely on the terms and conditions set forth in this Agreement and on the condition that You accept and comply with such terms. By using the Arculus Wallet You (a) acknowledge that You have read and understand this Agreement; and (b) accept this Agreement and agree that You are legally bound by its terms. (b) Arculus does not endorse, guarantee, warrant, or recommend any Digital Assets. You must conduct Your own due diligence before deciding to make any Digital Asset transaction in connection with or through Your Arculus Wallet.

(c) EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE ARCULUS WALLET IS PROVIDED “AS IS”, “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL ARCULUS AND ITS AFFILIATES, AND THEIR CURRENT OR FORMER EMPLOYEES, OFFICERS, DIRECTORS, PARTNERS, REPRESENTATIVES, AGENTS, ADVISORS, OR CONTRACTORS OR ANY OF ITS OR THEIR RESPECTIVE THIRD-PARTY SERVICE PROVIDERS (“ARCULUS REPRESENTATIVES”), BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH YOUR USE OF THE ARCULUS WALLET OR ANY OTHER DEALINGS IN OR THROUGH THE ARCULUS WALLET.

(d) IN NO EVENT WILL ARCULUS AND ITS AFFILIATES, AND THEIR CURRENT OR FORMER EMPLOYEES, OFFICERS, DIRECTORS, PARTNERS, REPRESENTATIVES, AGENTS, ADVISORS, OR CONTRACTORS, OR ANY OF ITS OR THEIR RESPECTIVE THIRD-PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE ARCULUS WALLET, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ARCULUS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS AGREEMENT SHALL OPERATE TO LIMIT OR EXCLUDE ANY LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE.

(e) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ARCULUS OR ANY OF ITS REPRESENTATIVES BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGE OR CLAIMS: (I) DUE TO AN UNUSUAL OR UNFORESEEABLE CONSEQUENCE, OUTSIDE OF OUR REASONABLE CONTROL (INCLUDING WITHOUT LIMITATION FORCE MAJEURE EVENTS); (II) ARISING FROM OR IN CONNECTION WITH: (A) ANY INTERRUPTION, DELAY, SUSPENSION, DISCONTINUANCE OR FAILURE OF THE ARCULUS WALLET; (B) ANY REFUSAL TO PROCESS OR AUTHORIZE, OR ANY REVERSAL OF, ANY TRANSACTION IN THE ARCULUS WALLET FOR ANY REASON; (C) YOUR INABILITY TO EFFECT OR COMPLETE ANY TRANSACTION DUE TO SYSTEM MAINTENANCE OR BREAKDOWN / NON-AVAILABILITY OF THE ARCULUS WALLET, NETWORK, OUR HARDWARE OR SOFTWARE OR THAT OF ANY THIRD PARTIES; (D) YOUR USE OF YOUR MOBILE DEVICE AND THE ARCULUS WALLET SERVICES BY THIRD PARTIES, WHETHER OR NOT AUTHORIZED OR UNAUTHORIZED BY YOU; (E) ANY THEFT OR LOSS OF YOUR ARCULUS KEY™ CARD OR MOBILE DEVICE; (F) ANY UNAUTHORIZED OR ILLEGAL USE OF THE ARCULUS WALLET SERVICES CONTRARY TO THIS AGREEMENT; (III) DUE TO COMPLIANCE WITH APPLICABLE LAWS AND/OR ORDERS FROM COURTS OF COMPETENT JURISDICTIONS; (IV) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, LOST DATA, OTHER TANGIBLE OR INTANGIBLE LOSSES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE DIRECT OR INDIRECT, FORESEEABLE OR UNFORESEEABLE, OR WHETHER OUR OR OUR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (V) RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF YOUR ARCULUS WALLET, OR ANY INFORMATION CONTAINED THEREIN.

(f) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ARCULUS’ AND ITS REPRESENTATIVES’ TOTAL AGGREGATE, CUMULATIVE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE REPLACEMENT COST OF AN ARCULUS KEY CARD.

7. Representation & Warranties By You. By however accessing and/or using the Arculus Wallet, You represent and warrant (and shall be deemed to represent and warrant) to Arculus on the date of such access or use, the following:

(a) You are over eighteen (18) years of age or are of legal age to enter into a binding contract in Your jurisdiction and You have the right, power and authority to enter into this Agreement;

(b) You are a resident, domiciled in the U.S. state listed in Your registration materials;

(c) You are not impersonating any other person, operating under an alias or otherwise concealing Your identity;

(d) You are the owner of Your mobile device using the Arculus Wallet;

(e) You will not use the Arculus Key Card and/or Arculus Wallet if any applicable laws in Your country prohibit You from doing so in accordance with this Agreement;

(f) You acknowledge and agree that no regulatory authority has examined or approved Your Digital Asset transactions;

(g) You acknowledge and agree that You have observed and complied with all applicable laws, regulations or rules in Your jurisdiction in connection with any Digital Asset storage or transaction in or through the Arculus Wallet at Your own expense and without liability to Arculus;

(h) You acknowledge and agree that You are fully aware of and understand that You are not eligible to purchase any Digital Assets through the Arculus Wallet if: (i) You are on the Specially Designated Nationals List, or are a citizen, national or resident of a country on the Sanctions List as set forth by the Office of Foreign Assets Control, or (ii) You are a “restricted person” as defined by FINRA Rules 5130 and 5131 (as amended), or (iii) You are located in, under the control of, or a national or resident of (a) any international sanctioned countries, or (b) any country to which the United States has embargoed goods or services;

(i) You acknowledge and agree that You are fully aware and understand that there are risks associated with the purchase, sale and holding of Digital Assets;

(j) You acknowledge and agree that Arculus is not liable for any indirect, special, incidental, consequential or other losses of any kind in tort, contract or otherwise (including but not limited to loss of Digital Assets, income or profits; or loss of use or data; or loss of reputation; or loss of any economic or other opportunity of whatever nature or however arising) arising out of or in connection with Your use of the Arculus Wallet; and

(k) You acknowledge and agree that all of the above representations and warranties are true, complete, accurate and not misleading from the time of Your last access to the Arculus Wallet.

8. Intellectual Property. In connection with the Arculus Wallet and Your use thereof, Arculus retains all right, title, and interest in and to the Arculus’ brands, logos, and trademarks, including, but not limited to: Arculus, Our logo
Arculus Logo
, and variations of the wording of the aforementioned brands, logos, and trademarks (“Brands”). You have no right to use such Brands for any purpose or remove any such Brands from the Arculus Wallet without Arculus’ prior consent.

9. Choice of Law. Your use of the Arculus Wallet and this Agreement, together with its application and interpretation, shall be governed exclusively by the laws of the State of New Jersey, without regard to its conflict of law rules. You consent to the exclusive jurisdiction of the federal and state courts located in New Jersey for any dispute arising under Your use of the Arculus Wallet or this Agreement. THE PARTIES AGREE THAT ANY CLAIMS AGAINST THE OTHER UNDER THIS AGREEMENT MAY ONLY BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. TO THE MAXIMUM EXTENT OF THE LAW, NO COURT OF COMPETENT JURISDICTION MAY 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. ANY RELIEF AWARDED TO ANY USER OF THE ARCULUS WALLET SERVICES CANNOT AND MAY NOT AFFECT ANY OTHER USERS.

10. Severability. In the event any court shall declare any section or sections of this Agreement invalid or void, such declaration shall not invalidate the entire Agreement and all other paragraphs of the Agreement shall remain in full force and effect.

11. Binding Agreement. The terms and provisions of this Agreement are binding upon You, Your heirs, successors, assigns, and other representatives. We reserve the right to modify this Agreement from time to time.

12. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been delivered and received, if confirmation of receipt is available, (a) one (1) business day after having been sent by overnight courier and (b) on the same day when personally delivered or sent by email or facsimile by the sending party on a business day, or otherwise on the next succeeding business day thereafter. If We need to communicate with You, then We will send notices to either Your home address or email address that We have on file. If You need to communicate with Us, You must send notices at Our address set forth below.

Office of the General Counsel
Arculus Holdings, L.L.C.
309 Pierce Street
Somerset, NJ 08873
legal@arculus.com

13. By using the Arculus Wallet, You confirm that You have read and understood Our Privacy Policy and understand how We collect, use, disclose and share Your Personally Identifiable Information (PII) and disclose such PII to Our authorized third-party service providers and relevant third parties. For more information, Our Privacy Policy is located here: https://www.getarculus.com/privacypolicy.

14. We and/or Our third-party services providers shall be entitled to assume that all instructions for transactions received from Your mobile device using the Arculus Wallet are Yours. We and/or Our third-party services providers shall be under no obligation whatsoever to verify that such instructions are in fact Yours. You are aware that information transmitted from Us are generally transmitted via the Internet and may be routed via public, transnational installations which are not specifically protected. We cannot guarantee that Your instructions and information so transmitted will in fact be completely protected against any unauthorized access, and You accept these associated risks. Any instructions sent by You to us shall only be deemed to be received by us when We and/or Our third-party services providers have successfully retrieved such instructions from the relevant system and duly informed You of such receipt. You agree that You shall be liable for any damage that may be caused through the use of the Internet, including without limitation loss, delay, misunderstandings, corrupted texts, unauthorized interceptions by third parties or duplicates. You acknowledge and agree that in the event of any dispute arising in connection with Your use of the Arculus Wallet, that Our records (including electronic and computer stored records) of all matters relating to Your use of Your Arculus Wallet (including its transaction history) at any specified date shall be conclusive evidence of their accuracy and authenticity and shall be binding on You for all purposes whatsoever. In addition, You agree to the admissibility of such documents without further requirement of proof of authenticity or accuracy in a court of competent jurisdiction under applicable evidentiary law, rules and/or regulations.

15. If You have any feedback, questions or complaints, please contact us via email at contact@arculus.co. We will attempt to respond to You as soon as possible, for more complicated issues, it may take us up to fifteen (15) days to resolve and get back to You. You accept and agree that We shall not be responsible for any loss and damage incurred during such period.

16. This Agreement, and any rights and obligations and licenses granted hereunder, are limited, revocable, non-exclusive and personal to You and therefore may not be transferred, assigned or delegated by You to any third-party without Our written consent, but may be transferred, assigned or delegated by Us without notice and restriction. Any attempted transfer or assignment by You in violation hereof shall be null and void.

17. You agree to indemnify and hold Arculus and its third party service providers, and each of their Representatives, harmless from any third party claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any court of competent jurisdiction or regulatory authority) arising out of or related to (a) Your breach of any obligation in this Agreement; (b) Your use of the Arculus Wallet or Arculus Key™ card; and (c) Your violation of any applicable laws or regulations of any jurisdiction, or the rights of any third party.

18. Entire Agreement. You acknowledge and agree that this Agreement represents the final and complete contract between Us and You, and it shall be binding upon, and inure to the benefit of, Us and You and each of our respective beneficiaries, successors and assigns, and supersedes all prior documents, representations, and understandings between Us that may relate to the subject matter of the Agreement. No other understanding, oral or otherwise, regarding the subject matter of the Agreement shall be deemed to exist or bind either of Us. You acknowledge and agree that You had the opportunity to have the Agreement reviewed by an attorney of Your choosing.