Note: This is a working version pending outside-counsel review. Customers with active Services Agreements will be notified by email at least thirty (30) days before any material change becomes effective.

1. Introduction

Welcome to UTXOS. These Terms of Service (this “Agreement”) govern your use of our services, including our platform, mobile application, APIs, and related websites (together, the “Services”). By accessing or using the Services, you agree to be bound by this Agreement.

2. Company Information

The Services are provided by UTXOS Pte. Ltd., a company incorporated in Singapore (UEN 202542261H). Contact: hello@utxos.dev.

3. Definitions

• “UTXOS”, “we”, “us”, or “our” refers to UTXOS Pte. Ltd.
• “You” or “User” refers to any individual or entity using the Services.
• “Customer” means an entity that has entered into a paid Services Agreement with UTXOS to integrate the Services into its own product.
• “End User” means a natural person who interacts with a Customer’s product and, in doing so, uses Services provided by UTXOS to that Customer.
• “Services Agreement” means the order form, online click-through, or paid-tier agreement between Customer and UTXOS, of which this Agreement forms a part.
• “Customer Data” means data that Customer or its End Users provide to or generate within the Services.
• “Personal Data” has the meaning given in the UTXOS Data Processing Agreement.
• “Credits” refers to the prepaid units used within the platform to access and use the Services.

4. User Categories

The Services are intended for use by:

• Developers and organizations integrating UTXOS Wallet-as-a-Service or Transaction Sponsorship into their own applications (“Customers”); and
• End Users authenticating into and using applications that Customers build on the UTXOS Services.

5. Account and Credits

5.1 Account Creation

To use the Services, you must create an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

5.2 Credits

• You may purchase Credits to use the Services.
• Credits are non-refundable and non-transferable.
• UTXOS reserves the right to modify, suspend, or terminate the Credit system, subject to thirty (30) days’ prior notice for material changes affecting active Customers.

5.3 Credit Balance

• Your Credit balance is not a bank account and is not insured by any government agency.
• UTXOS is not a bank or financial institution and does not provide banking services.
• Credits have no cash value and cannot be redeemed for cash.

6. Use of Services

6.1 License

UTXOS grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services in accordance with this Agreement.

6.2 Restrictions

You agree not to:

• Use the Services for any illegal purpose
• Attempt to gain unauthorized access to the Services
• Interfere with or disrupt the integrity of the Services

7. Acceptable Use

You further agree not to use the Services to:

• Conduct activities that are illegal under Singapore law or the law applicable to you
• Infringe the intellectual property or other rights of any third party
• Distribute malware, ransomware, viruses, or other harmful code
• Impersonate another person or entity or misrepresent your affiliation with any person or entity
• Interfere with, disrupt, or attempt to gain unauthorized access to the Services, related systems, or other users
• Launder proceeds of crime, finance terrorism, or evade applicable sanctions or anti-money-laundering obligations

8. Blockchain and Cryptocurrency

You acknowledge that:

• Cardano blockchain transactions are irreversible once confirmed
• Data committed to a public blockchain is permanent and publicly visible
• UTXOS uses industry-standard cryptographic key-sharing techniques to protect wallet private-key material; you remain responsible for safeguarding your authentication credentials
• Network fees may apply to transactions, and transaction sponsorship is subject to the limits configured by the Customer
• Cryptocurrencies and digital assets may be subject to volatility, regulatory change, and other risks outside UTXOS’s control

9. Intellectual Property

All content, features, and functionality of the Services are owned by UTXOS or its licensors and are protected by copyright, trademark, and other intellectual property laws. Customers and Users retain ownership of their own content and grant UTXOS only those licenses necessary to operate the Services.

10. Service Levels

For Customers on paid tiers, service-level commitments are set out in the applicable Services Agreement.

11. Data Processing

To the extent UTXOS processes Personal Data on behalf of a Customer, a Data Processing Agreement is made available to Customer under the applicable Services Agreement and is incorporated into this Agreement by reference. The current UTXOS sub-processor list is published at utxos.dev/subprocessors.

12. Privacy

Your use of the Services is also governed by our Privacy Policy, which is incorporated into this Agreement by reference.

13. Confidentiality

Each party shall protect the other party’s confidential information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no case less than reasonable care. Confidential information includes non-public business, technical, and financial information disclosed under this Agreement.

14. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET OUT IN THE SERVICE LEVEL AGREEMENT (FOR PAID CUSTOMERS), THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. UTXOS SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

15. Limitation of Liability

UTXOS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES.

16. Indemnification

You agree to indemnify and hold UTXOS harmless from any claims, losses, or damages arising out of your use of the Services or any violation of this Agreement.

17. Termination

17.1 Termination for convenience

Either party may terminate this Agreement for convenience by providing the other party with sixty (60) days’ prior written notice. Fees paid in advance are non-refundable; Customer remains liable for fees through the end of the notice period.

17.2 Termination for material breach

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail. Failure by UTXOS to meet the Uptime Commitment in three (3) consecutive calendar months shall constitute a material breach.

17.3 Termination for insolvency

Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a petition in bankruptcy filed for or against it that is not dismissed within sixty (60) days.

17.4 Wind-down and transition

Following notice of termination by either party, UTXOS will continue to deliver the Services at the agreed Service Levels through the effective termination date. For a period of thirty (30) days following termination, UTXOS will (a) make Customer Data available for export in a commercially reasonable format at no additional cost, and (b) provide reasonable transition assistance at its then-standard rates. Thirty (30) days after the effective termination date, UTXOS will delete or anonymise Customer Personal Data in accordance with the Data Processing Agreement.

17.5 Survival

Sections 9 (Intellectual Property), 11 (Data Processing — limited to obligations regarding Customer Personal Data), 13 (Confidentiality), 14 (Disclaimer of Warranties), 15 (Limitation of Liability), 16 (Indemnification), and 19 (Governing Law and Dispute Resolution) survive termination of this Agreement.

18. Modifications to the Agreement

UTXOS may modify this Agreement from time to time. For material changes affecting Customer rights or obligations, UTXOS will provide thirty (30) days’ prior notice by email to the Customer’s registered admin contact and by posting the updated Agreement at utxos.dev/terms. Continued use of the Services after the effective date of the updated Agreement constitutes acceptance.

19. Governing Law and Dispute Resolution

This Agreement is governed by the laws of Singapore, without regard to its conflict-of-laws principles. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the SIAC Rules in force at the time of the dispute. The seat of arbitration shall be Singapore. The language of arbitration shall be English. The number of arbitrators shall be one (1) for claims under US$500,000 and three (3) for larger claims. The Emergency Arbitrator provisions of the SIAC Rules shall apply.

20. Contact Information

For questions about this Agreement, please contact us at hello@utxos.dev.

By using the Services, you acknowledge that you have read and understood this Agreement and agree to be bound by its terms.