Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THEY GOVERN YOUR ACCESS TO AND USE OF THE SAFECLOSER PLATFORM AND CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SAFECLOSER LLC. THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER (SECTION 21), WHICH AFFECT YOUR LEGAL RIGHTS BY REQUIRING THAT DISPUTES BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN IN COURT OR THROUGH A CLASS ACTION. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.

1. Acceptance of These Terms

1.1 Agreement. These Terms of Service (“Terms”) form a legally binding agreement between you and Safecloser LLC (“Safecloser,” “we,” “us,” or “our”) and govern your access to and use of the Safecloser platform, including our website, application, services, features, and content (collectively, the “Platform”). By clicking “I agree” (or a similar affirmation) when creating an account, or by otherwise accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference.

1.2 Who These Terms Cover. The Platform serves two types of users. A “Receiving Party” is a person or entity that uses the Platform to offer, generate, execute, and close Instruments and to receive Settlement in connection with them; for example, a company issuing an Instrument would be the Receiving Party for that Instrument. A “Sending Party” is a person or entity that uses the Platform to review, execute, and fund Instruments by sending Settlement in connection with them; for example, the purchaser of an Instrument would be the Sending Party for that Instrument. “You,” “your,” and “User” refer to any person or entity that accesses or uses the Platform, whether as a Receiving Party, a Sending Party, or an Authorized Representative of either. If you use the Platform on behalf of an entity, you represent that you are authorized to bind that entity to these Terms, and “you” refers to both you individually and that entity.

1.3 Continued Use. Each time you access or use the Platform, you reaffirm your agreement to the then-current version of these Terms. Safecloser may modify these Terms as described in Section 22.

1.4 Electronic Transactions. You consent to transact and communicate electronically, and to the use of electronic signatures and records, as described in Section 15.

1.5 Risk Disclosures. Your use of the Platform, and sending and receiving Supported Tokens, involve significant risks, including risks that may result in the total and irreversible loss of funds. These risks are described in our Risk Disclosures, which are incorporated into these Terms by reference. By accessing or using the Platform, you acknowledge that you have read and understood the Risk Disclosures and accept the risks they describe. In the event of any conflict between the Risk Disclosures and these Terms, these Terms govern.

2. Definitions

In these Terms, the following capitalized terms have the meanings set forth below. Other terms are defined where they first appear.

2.1 “Receiving Party” means a person or entity that uses the Platform to offer, generate, execute, and close Instruments and to receive Settlement in connection with them. For example, a company issuing an Instrument would be the Receiving Party for that Instrument.

2.2 “Sending Party” means a person or entity that uses the Platform to review, execute, and fund Instruments by sending Settlement in connection with them. For example, the purchaser of an Instrument would be the Sending Party for that Instrument.

2.3 “Instrument” means a private financial instrument generated, executed, or managed through the Platform, including a Simple Agreement for Future Equity (SAFE) and any other instrument type Safecloser may support from time to time.

2.4 “Platform” means the Safecloser website, application, services, features, software, and content, collectively.

2.5 “Documentation” means the usage instructions, specifications, and policies that Safecloser makes available on or through the Platform, as updated from time to time.

2.6 “Supported Token” means each digital asset that Safecloser designates as supported for Settlement through the Platform, as identified in the Documentation or on the Platform and as updated from time to time. As of the date of these Terms, the only Supported Token is USDC (USD Coin), issued by Circle.

2.7 “Supported Network” means each blockchain network that Safecloser designates as supported for Settlement, as identified in the Documentation or on the Platform and as updated from time to time.

2.8 “Settlement” means the transfer of Supported Tokens from a Sending Party to a Receiving Party in connection with an Instrument.

2.9 “Wallet” means a blockchain address and its associated digital-asset account that a User controls and uses with the Platform.

2.10 “Sending Wallet” means the Wallet from which a Sending Party sends a Settlement.

2.11 “Receiving Address” means the blockchain address designated by a Receiving Party, and pinned to an Instrument at the time it is sent, to which a Settlement is to be sent.

2.12 “Authorized Representative” means an individual authorized to act on behalf of, and to bind, a Receiving Party or a Sending Party in connection with the Platform.

2.13 “User,” “you,” and “your” mean any person or entity that accesses or uses the Platform, whether as a Receiving Party, a Sending Party, or an Authorized Representative.

3. Eligibility and Access

3.1 Eligibility. To access or use the Platform, you must be at least 18 years old and able to form a legally binding contract. With respect to Receiving Parties, the Platform is currently available only to entities incorporated in the United States. With respect to Sending Parties, you must be legally permitted, in your jurisdiction and under all applicable laws, to acquire and fund the relevant Instrument and to transact in Supported Tokens. By accessing or using the Platform, you represent and warrant that you meet the applicable eligibility requirements set forth in this Section.

3.2 Compliance with Laws. You represent, warrant, and covenant that your access to and use of the Platform, and each transaction you enter into through it, comply with all applicable laws, rules, and regulations, including applicable securities laws, sanctions and anti-money-laundering laws, and tax laws. You are solely responsible for determining whether, and ensuring that, your use of the Platform and your transactions are lawful in each applicable jurisdiction.

3.3 Authority. If you access or use the Platform on behalf of a Receiving Party or Sending Party, you represent and warrant that you are an Authorized Representative with full power and authority to bind that party to these Terms and to the transactions you undertake on its behalf.

3.4 Access and Invitation. Access to the Platform may be limited to Users who have received an invitation or whom Safecloser otherwise authorizes. Safecloser may grant, condition, limit, suspend, or revoke access to the Platform, in whole or in part, at any time and in its sole discretion. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

4. The Platform

4.1 Overview. The Platform is a technology platform that enables Receiving Parties and Sending Parties to generate, execute, and close Instruments and to coordinate Settlement directly between themselves. Safecloser provides software and tools that the parties may use for their own transactions.

4.2 Role of Safecloser. Safecloser is not a party to any Instrument or transaction between Users, and does not take custody of, hold, transmit, or control any funds or Supported Tokens. Settlement occurs directly between the Sending Party and the Receiving Party on the applicable Supported Network. The non-custodial nature and limits of Safecloser’s role are described in Sections 5 through 9.

4.3 Changes to the Platform. The Platform and its features may change over time. Safecloser may add, modify, condition, suspend, or discontinue any aspect of the Platform at any time and in its sole discretion, and nothing in these Terms obligates Safecloser to provide, maintain, or perform any particular feature or function in connection with any Instrument or transaction.

5. Non-Custodial Platform; No Custody or Control of Funds

5.1 Non-Custodial. The Platform is non-custodial. Safecloser does not, at any time, take custody of, hold, store, manage, control, or have access to any funds, Supported Tokens, or other digital or fiat assets of any User. All transfers of Supported Tokens occur directly between Users, from a Sending Wallet to a Receiving Address, on the applicable Supported Network. Safecloser is never a sender, recipient, holder, or intermediary of any such transfer.

5.2 No Access to Wallets or Keys. Safecloser does not generate, hold, store, custody, or have access to the private keys, seed phrases, credentials, or other means of control of any User’s Wallet or Receiving Address. Each User is solely responsible for generating, securing, and controlling its own Wallet and the private keys associated with it. Safecloser has no ability to access, operate, or transact from any User’s Wallet or Receiving Address.

5.3 No Ability to Move, Reverse, or Recover Funds. Because Safecloser does not hold or control any funds or Supported Tokens, Safecloser cannot and does not initiate, authorize, execute, modify, cancel, reverse, freeze, refund, or recover any Settlement or other transfer. Once a transfer is submitted to a Supported Network, Safecloser has no power to undo, reverse, or recover it. Your responsibility for, and the irreversibility of, transfers are further described in Section 10.

5.4 No Balances Held on Your Behalf. Safecloser does not maintain, and you have no right to, any balance, account, deposit, or stored value with Safecloser. The Platform may reflect or display information about transfers or balances based on publicly available on-chain information, but any such display is informational only, does not represent funds held by Safecloser, and does not create any obligation of Safecloser with respect to any funds.

5.5 You Bear the Risks of Self-Custody. You acknowledge and agree that you alone are responsible for the custody, security, and control of your Wallet, your Receiving Address, your private keys, and your Supported Tokens, and that Safecloser bears no responsibility or liability for any loss arising from your loss of access to or control over, or any unauthorized access to, any of the foregoing.

5.6 Reliance on Third-Party Sources. Any on-chain or transaction information the Platform reflects or displays is derived from third-party sources, including blockchain networks and data providers, and is not guaranteed by Safecloser to be accurate, complete, available, or timely. Safecloser’s reliance on, and the limits of Safecloser’s responsibility for, third-party services and networks are described further in Section 11.

6. Safecloser Is Not a Party to Your Transactions

6.1 The Instrument Is Between the Parties. Each Instrument is solely between the Sending Party and the Receiving Party. Safecloser is not a party to, and has no rights or obligations under, any Instrument or any transaction between Users. Safecloser is not an issuer, offeror, purchaser, investor, broker, dealer, underwriter, exchange, marketplace, agent, advisor, escrow agent, or representative of or for any User, and nothing in these Terms or in your use of the Platform creates any such relationship.

6.2 No Responsibility for the Transaction. Safecloser has no responsibility or liability for any Instrument or transaction between Users, including: the decision to offer, enter into, fund, or accept any Instrument; the terms, pricing, valuation, structure, or economics of any Instrument; whether any party is suitable, creditworthy, or able to perform; whether any party in fact performs any obligation; the truth or accuracy of any information any party provides to another; or any dispute, loss, or damage arising between Users. The parties are solely responsible for evaluating, negotiating, and deciding whether to enter into any Instrument and for all consequences of doing so.

6.3 Templates Are Tools, Not Legal Work Product. Any Instrument document, template, form, or other content made available through the Platform is provided solely as a self-help tool for the parties’ convenience. Safecloser makes no representation or warranty that any such document, template, or form is accurate, complete, current, legally sufficient, enforceable, valid, or suitable for any party’s particular circumstances or objectives. Safecloser does not review, approve, or verify any Instrument, any information entered into it, or any party’s authority or eligibility to enter into it.

6.4 You Are Responsible for Your Own Documents. You are solely responsible for reviewing and approving every Instrument and document you execute or transmit through the Platform, and for determining whether it is sufficient and effective for your purposes. Safecloser strongly recommends that you obtain advice from your own attorney, accountant, and other professional advisors before offering, entering into, funding, or accepting any Instrument. Your use of any document, template, or form made available through the Platform is at your own risk.

7. No Advice; No Professional Relationship

7.1 Not Your Lawyer. Safecloser is not a law firm. Neither Safecloser nor anyone affiliated with it is your lawyer, and no attorney-client relationship is or will be formed between you and Safecloser or any of its owners, personnel, or affiliates through your use of the Platform. The Platform does not provide legal services or legal advice, and nothing made available through the Platform is legal advice or a substitute for advice from your own attorney.

7.2 No Investment, Financial, or Tax Advice. Safecloser does not provide, and nothing made available through the Platform is or should be relied upon as, investment, financial, accounting, or tax advice or a recommendation to enter into, fund, or refrain from any transaction. Safecloser is not your broker, dealer, investment adviser, or financial or tax advisor, and does not act in any fiduciary capacity toward you. Any information, template, document, or content made available through the Platform is provided for general informational and self-help purposes only, may not apply to your particular circumstances, and is provided without any representation or warranty. You should not act on the basis of anything made available through the Platform without obtaining advice from your own attorney, accountant, tax advisor, and other professional advisors, and you are solely responsible for any decision or action you take in connection with the Platform and your transactions.

7.3 No Endorsement. Safecloser does not endorse, recommend, or vouch for any User, Instrument, transaction, valuation, or investment opportunity. The availability of any User, Instrument, or transaction through the Platform does not constitute an endorsement or recommendation by Safecloser.

8. No Money Transmission or Payment Processing

8.1 Non-Custodial; No Movement of Funds. As described in Section 5, the Platform is non-custodial: Safecloser does not receive, hold, control, or transmit any funds or Supported Tokens, and does not direct, effect, or intermediate any transfer. All Settlement occurs directly between Users on the applicable Supported Network.

8.2 Not a Money Transmitter or Payment Processor. Because of the foregoing, Safecloser does not engage in money transmission and is not a money transmitter, money services business, payment processor, payment facilitator, or similar regulated entity, and does not provide money transmission, payment processing, custody, escrow, or exchange services. Safecloser provides only the Platform, a technology platform, and the transmission of value, if any, is effected solely by Users acting directly on the applicable Supported Network.

8.3 You Are Responsible for Your Transfers. Each transfer of Supported Tokens is initiated, authorized, and executed solely by the User making it, using that User’s own Wallet and private keys, and not by Safecloser.

9. Settlement and On-Chain Finality

9.1 How Settlement Occurs. Settlement occurs directly between the Sending Party and the Receiving Party when the Sending Party transfers Supported Tokens from its Sending Wallet to the applicable Receiving Address on the applicable Supported Network. As described in Section 5, the Sending Party initiates, authorizes, and executes the transfer using its own Wallet; Safecloser does not effect, process, or intermediate it.

9.2 When Settlement Is Deemed to Occur. For purposes of the Platform, a Settlement is deemed to occur when the applicable transfer of Supported Tokens has been confirmed on the applicable Supported Network to the extent and confirmation depth that Safecloser requires or applies, as reflected by the Platform. Safecloser may determine, apply, and change the confirmation requirements and the manner in which Settlement status is reflected, at any time and in its sole discretion.

9.3 Reliance on On-Chain Data and Third-Party Services. Safecloser’s reflection of whether and when a Settlement has occurred is based on on-chain information and on third-party services and data sources, including blockchain networks, node and data providers, and Supported Token issuers. Safecloser does not independently verify, and does not guarantee, the accuracy, completeness, availability, timeliness, or finality of any such information or service. The Platform’s reflection of Settlement status is informational and may be delayed, incomplete, or, in the event of a network reorganization or third-party error or outage, inaccurate or subject to change. Safecloser is not responsible for any loss arising from any of the foregoing.

9.4 Effect of Settlement Between the Parties. As between the Sending Party and the Receiving Party, the effect of a Settlement on any Instrument — including whether and when a funding obligation is satisfied, an Instrument becomes effective, or a closing occurs — is governed by the terms of the applicable Instrument and by the agreement of the parties, and not by the Platform’s reflection of Settlement status. The Platform’s reflection of Settlement status does not determine, and is not a representation by Safecloser regarding, the legal rights or obligations of any party under any Instrument.

10. Your Responsibility for Transaction Details; Irreversibility; No Recovery

10.1 You Are Responsible for All Transaction Details. You are solely responsible for determining, verifying, and entering all details of any transfer of Supported Tokens, and for ensuring that every transfer is correct before you authorize or execute it, including: the receiving blockchain address; the blockchain network; the token or asset being sent; the amount being sent; and the timing of the transfer. Safecloser does not verify, correct, or confirm the accuracy or appropriateness of any transfer details on your behalf, and any information the Platform displays regarding intended transfer details is provided for convenience only and does not relieve you of your responsibility to verify them.

10.2 Transfers Are Irreversible. You acknowledge and agree that transfers of Supported Tokens on a blockchain network are final and irreversible once submitted to the network. A transfer cannot be cancelled, reversed, recalled, charged back, or undone by anyone, including Safecloser.

10.3 No Recovery for Errors. Because the Platform is non-custodial and transfers are irreversible, Safecloser cannot and will not recover, return, reverse, or refund any transfer, and has no responsibility or liability for any loss arising from an erroneous, mistaken, or misdirected transfer, including a transfer that is: sent to an incorrect, mistyped, or unintended address; sent to an address other than the applicable Receiving Address; sent on an incorrect or unsupported blockchain network; sent in an incorrect or unsupported token or asset; sent in an incorrect amount; sent at an incorrect time or after an applicable deadline; or otherwise sent contrary to the instructions or requirements applicable to the transfer. Any recovery, return, or correction of such a transfer is solely a matter between you and the other parties involved, and you bear the entire risk of any such transfer.

11. Third-Party Services and Networks

11.1 Reliance on Third Parties. The Platform depends on, integrates with, or relies on services, software, networks, and infrastructure provided by independent third parties, including blockchain networks, Supported Token issuers, node and blockchain-data providers, electronic signature services, identity, compliance, and screening services, payment processors, communications and email services, hosting and cloud infrastructure providers, and other technology providers (collectively, “Third-Party Services”).

11.2 No Responsibility for Third-Party Services. Safecloser does not control, operate, or guarantee any Third-Party Service, and is not responsible or liable for any act, omission, error, inaccuracy, delay, interruption, unavailability, suspension, discontinuation, failure, security breach, or change of or by any Third-Party Service, or for any loss or damage arising from any of the foregoing. The availability and operation of the Platform may be affected by Third-Party Services, and Safecloser does not guarantee that any Third-Party Service will be available, uninterrupted, accurate, secure, or error-free.

11.3 Third-Party Terms. Your use of certain Third-Party Services may be subject to separate terms, conditions, and policies of the applicable third party. You are responsible for reviewing and complying with any such terms, and your dealings with, and any relationship between you and, any third party are solely between you and that third party.

11.4 No Endorsement. Safecloser’s use of or integration with any Third-Party Service does not constitute an endorsement, sponsorship, or recommendation of that Third-Party Service, and does not create any partnership, agency, or joint venture between Safecloser and the applicable third party.

12. Compliance, Sanctions, and Screening

12.1 Your Compliance Representations. You represent, warrant, and covenant that, at all times in connection with your use of the Platform:

(a) you, and (if you are an entity) your owners, officers, directors, and Authorized Representatives, are not, and are not owned or controlled by or acting on behalf of, any person that is the subject or target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the United Nations, the European Union, or any other applicable sanctions authority, or that is organized, resident, or located in a country or territory that is the subject of comprehensive sanctions;

(b) you control, and are the rightful owner of, each Wallet and Receiving Address you use in connection with the Platform, and the funds and Supported Tokens you send or receive are not derived from, and will not be used for, any unlawful activity, including money laundering, terrorist financing, or sanctions evasion; and

(c) you will not use the Platform, directly or indirectly, for any unlawful purpose, to violate any sanctions or anti-money-laundering law, or to engage in or facilitate any prohibited or unlawful transaction.

12.2 Discretionary Screening and Compliance Measures. Safecloser may, but is not obligated to, take compliance-related measures in connection with the Platform, including screening, reviewing, or monitoring Users, Wallets, Receiving Addresses, or transactions against sanctions, watchlists, or other criteria, and holding, delaying, restricting, declining, blocking, or reversing the recognition of any transaction or access. Safecloser may take or decline to take any such measure at any time, in its sole discretion, for its own compliance and risk-management purposes.

12.3 No Guarantee; No Reliance. Any compliance measure Safecloser may take is undertaken for Safecloser’s own purposes and is not a service to, or for the benefit of, any User. Safecloser does not guarantee that it screens, reviews, or monitors any particular User, Wallet, Receiving Address, or transaction, or that any screening, review, or monitoring is complete, accurate, or effective. You may not rely on any compliance measure Safecloser may take as a substitute for your own compliance with applicable law, and Safecloser’s taking, or declining to take, any such measure does not relieve you of your obligations or transfer any responsibility to Safecloser. Safecloser is not responsible or liable for any consequence of taking, or declining to take, any compliance measure, including any delay, restriction, block, or completion of any transaction.

12.4 Cooperation and Information. Safecloser may require you to provide information or documentation to verify your identity, ownership or control of a Wallet or Receiving Address, eligibility, or compliance, and you agree to provide accurate and complete information promptly upon request. Safecloser may condition, suspend, or terminate your access to the Platform if you fail to provide such information or if Safecloser determines, in its sole discretion, that providing access may violate applicable law or these Terms.

12.5 Reliance on Your Representations. You represent to Safecloser that each representation, warranty, and statement you make to any counterparty or other person in connection with any Instrument is, and will be, true, accurate, and complete, and you make each such representation, warranty, and statement to Safecloser as if fully set forth in these Terms. Safecloser and the Safecloser Parties are entitled to rely on each of them. Safecloser has no obligation to verify, and does not verify, any such representation, warranty, or statement, and its entitlement to rely does not create any such obligation.

13. Deadlines, Lapse, and Late or Mistimed Funding

13.1 Deadlines and Timing. An Instrument may be subject to funding deadlines, expiration dates, or other timing requirements established by the parties or reflected on the Platform. You are responsible for understanding and complying with any deadline or timing requirement applicable to your Instrument, and for completing any Settlement within the time required.

13.2 Lapse. If a Settlement is not completed within an applicable deadline or timing requirement, the Instrument may lapse, expire, or cease to be available for funding or closing on the Platform, and the Platform may reflect the Instrument’s status accordingly. Whether the lapse or expiration of an Instrument terminates, suspends, or otherwise affects the parties’ rights and obligations is governed by the terms of the Instrument and the agreement of the parties, and not by the Platform’s reflection of status.

13.3 Late or Mistimed Funding Is at Your Risk. Settlement sent after an applicable deadline, or otherwise sent at a time the Platform does not expect or recognize, may not be recognized, attributed, or reflected by the Platform, may not result in the funding or closing of any Instrument, and may remain with the recipient without corresponding to any effective Instrument. As described in Sections 5 and 10, the Platform is non-custodial and such transfers are irreversible; Safecloser cannot and will not recover, return, or refund any such transfer, and any return or resolution of it is solely a matter between the parties involved.

13.4 Late Close Requires the Parties’ Agreement. An Instrument that has lapsed or expired may be treated as closed or effective notwithstanding the late or mistimed Settlement only if and to the extent the parties so agree. The Platform may, but is not obligated to, provide a means for the parties to record their agreement to such a late close, and any such agreement, and its legal effect, is a matter between and among the parties and is governed by the Instrument and applicable law, and not by the Platform. Safecloser is not a party to, and makes no representation regarding the validity or effect of, any such agreement.

14. Fees

14.1 Fees. You agree to pay the fees applicable to your use of the Platform, as set forth on the Platform or in the Documentation and as updated from time to time, or as otherwise agreed in writing between you and Safecloser. The fees, and the events that trigger them, are described on the Platform. Safecloser may change its fees at any time, and any changed fees apply to use of the Platform after the change takes effect.

14.2 Nature of the Fee. Fees for the Platform are fixed fees for access to and use of the Platform and its technology, and are not contingent on, calculated as a percentage of, or otherwise determined by reference to the amount, size, value, or success of any Instrument, financing, or transaction.

14.3 Payment. You are responsible for paying all applicable fees when due, through the payment methods made available on the Platform. You authorize Safecloser and its payment processors to charge the applicable fees to your designated payment method. You are responsible for any taxes associated with your use of the Platform, other than taxes based on Safecloser’s net income.

14.4 Non-Refundable. Except as required by applicable law or as otherwise expressly agreed in writing by Safecloser, all fees are non-refundable, and are payable regardless of whether any Instrument is ultimately funded, closed, completed, or rescinded.

14.5 Non-Payment. If any fee is not paid when due, Safecloser may, in its sole discretion, suspend or restrict your access to the Platform, decline to make available any feature or function, or pursue any other remedy available to it.

15. Electronic Signatures, Records, and Communications

15.1 Consent to Electronic Transactions. You consent to transact electronically with Safecloser and through the Platform, and to the use of electronic signatures, electronic records, and electronic communications in connection with the Platform, these Terms, and any Instrument or other document you execute, deliver, or receive through the Platform. You agree that your electronic signature on, and electronic assent to, these Terms, any Instrument, and any other document or consent made or recorded through the Platform have the same legal force and effect as a handwritten signature, and that electronic records satisfy any legal requirement that a record be in writing.

15.2 Electronic Signatures. You agree that your use of a keystroke, mouse click, tap, or other action to indicate your assent, signature, acceptance, or agreement through the Platform constitutes your signature, acceptance, and agreement, and is valid, binding, and enforceable. You further agree that no certification authority or other third-party verification is necessary for the validity or enforceability of any electronic signature made through the Platform.

15.3 Means of Execution; Validity of Instruments. Safecloser provides the means by which the parties may electronically execute Instruments, but is not a party to, and does not control, review, or verify, any Instrument or its execution. The validity, sufficiency, enforceability, and legal effect of any executed Instrument are governed by the Instrument and applicable law, and are the responsibility of the parties, and are not represented, warranted, or guaranteed by Safecloser.

15.4 Electronic Communications and Notices. You consent to receive communications, notices, disclosures, and other records from Safecloser electronically, including by email, by posting on or through the Platform, or by other electronic means, and you agree that all such electronic communications satisfy any legal requirement that they be provided in writing. It is your responsibility to keep your contact information current and to maintain access to the means necessary to receive electronic communications.

15.5 Records and Retention. Safecloser may, but is not obligated to, retain electronic records of Instruments, signatures, consents, and communications made through the Platform. You are responsible for retaining your own copies of any Instrument, record, or communication that is important to you. Safecloser does not guarantee the continued availability of any record through the Platform.

16. Intellectual Property; License

16.1 Safecloser’s Ownership. As between you and Safecloser, Safecloser and its licensors own all right, title, and interest, including all intellectual property rights, in and to the Platform, the Safecloser software and technology, the Safecloser name, logos, and marks, the Documentation, and all content made available by Safecloser through the Platform (other than Your Content). All rights not expressly granted to you in these Terms are reserved by Safecloser and its licensors. Nothing in these Terms transfers or assigns to you any ownership of any intellectual property rights.

16.2 License to You. Subject to your compliance with these Terms, Safecloser grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for its intended purposes and in accordance with these Terms. You may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, or create derivative works of the Platform or any part of it, except to the extent such restrictions are prohibited by applicable law, and you may not access or use the Platform to build or benefit a competing product or service.

16.3 Your Content. “Your Content” means the information, data, and materials you submit to or through the Platform. As between you and Safecloser, you retain all right, title, and interest in and to Your Content. You grant Safecloser a perpetual, worldwide, non-exclusive, royalty-free license to use, host, store, reproduce, process, transmit, and display Your Content solely as necessary to operate, provide, maintain, secure, and improve the Platform, and to comply with applicable law. Safecloser will handle personal information within Your Content in accordance with its Privacy Policy.

16.4 Your Responsibility for Your Content. You represent and warrant that you have all rights, consents, and permissions necessary to submit Your Content and to grant the license in Section 16.3, and that Your Content, and Safecloser’s use of it as permitted by these Terms, do not and will not infringe, misappropriate, or violate the rights of any third party or any applicable law.

16.5 Feedback. If you provide Safecloser with any suggestions, ideas, feedback, or recommendations regarding the Platform (“Feedback”), you grant Safecloser a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use and exploit the Feedback for any purpose, without any obligation or compensation to you. You are not obligated to provide Feedback, and Safecloser is not obligated to use it.

17. Disclaimer of Warranties

17.1 As Is; As Available. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL CONTENT, SOFTWARE, DOCUMENTS, TEMPLATES, FUNCTIONS, AND SERVICES MADE AVAILABLE THROUGH IT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAFECLOSER, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

17.2 No Warranty of Operation. SAFECLOSER DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE, THAT ANY DEFECT WILL BE CORRECTED, THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY PARTICULAR FEATURE, FUNCTION, OR SERVICE WILL BE AVAILABLE, MAINTAINED, OR CONTINUED.

17.3 No Warranty as to Specific Functions. WITHOUT LIMITING THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAFECLOSER MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT:

(a) THE PLATFORM WILL DETECT, RECOGNIZE, REFLECT, CONFIRM, OR ATTRIBUTE ANY TRANSFER OF SUPPORTED TOKENS, OR WILL DO SO ACCURATELY, COMPLETELY, OR IN A TIMELY MANNER;

(b) ANY SCREENING, REVIEW, OR COMPLIANCE MEASURE WILL BE PERFORMED, OR WILL IDENTIFY OR PREVENT ANY SANCTIONED PARTY, PROHIBITED TRANSACTION, OR UNLAWFUL ACTIVITY;

(c) ANY INSTRUMENT, DOCUMENT, TEMPLATE, OR FORM MADE AVAILABLE THROUGH THE PLATFORM IS ACCURATE, COMPLETE, CURRENT, LEGALLY SUFFICIENT, VALID, ENFORCEABLE, OR SUITABLE FOR ANY PURPOSE; OR

(d) ANY INFORMATION THE PLATFORM REFLECTS OR DISPLAYS, INCLUDING ANY ON-CHAIN OR SETTLEMENT STATUS, IS ACCURATE, COMPLETE, CURRENT, OR RELIABLE.

17.4 Your Own Risk. YOU ACKNOWLEDGE THAT YOUR USE OF THE PLATFORM, AND YOUR ENTRY INTO AND PERFORMANCE OF ANY INSTRUMENT OR TRANSACTION, ARE AT YOUR OWN RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR EVALUATING, AND BEAR ALL RISK ASSOCIATED WITH, YOUR USE OF THE PLATFORM AND YOUR TRANSACTIONS.

17.5 Exceptions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT CASE, SUCH WARRANTIES ARE LIMITED TO THE MINIMUM EXTENT AND DURATION PERMITTED BY APPLICABLE LAW.

18. Limitation of Liability

18.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SAFECLOSER OR ITS OWNERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; ANY LOSS OF, OR LOSS OF ACCESS TO OR CONTROL OVER, FUNDS, SUPPORTED TOKENS, OR OTHER DIGITAL OR FIAT ASSETS; ANY LOSS OF, OR LOSS OF ACCESS TO OR CONTROL OVER, PRIVATE KEYS, WALLETS, SEED PHRASES, OR CREDENTIALS; ANY LOSS RESULTING FROM LOSS OF ACCESS TO OR CONTROL OVER THE PLATFORM, ANY WALLET, OR ANY HOSTING OR INFRASTRUCTURE SERVICE; OR ANY LOSS OF DATA, USE, OR OPPORTUNITY, IN EACH CASE WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT SAFECLOSER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF SAFECLOSER AND ITS OWNERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM, FROM ALL CLAIMS IN THE AGGREGATE, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO SAFECLOSER IN THE 180 DAYS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

18.3 Independent Allocation of Risk. YOU ACKNOWLEDGE THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS IN THESE TERMS REFLECT A REASONABLE AND AGREED ALLOCATION OF RISK BETWEEN YOU AND SAFECLOSER, FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SAFECLOSER, AND WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THESE LIMITATIONS APPLY IN THE AGGREGATE AND WILL NOT BE MULTIPLIED BY THE NUMBER OF CLAIMS, INSTRUMENTS, TRANSACTIONS, OR USERS.

18.4 Exceptions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. IN THAT CASE, SAFECLOSER’S LIABILITY IS LIMITED TO THE MINIMUM EXTENT PERMITTED BY APPLICABLE LAW.

18.5 Exclusions from Limitations. Nothing in these Terms excludes or limits Safecloser’s liability for fraud or willful misconduct, or for any other liability that cannot be excluded or limited as a matter of applicable law. To the extent applicable law does not permit the exclusion or limitation of certain liability, the exclusions and limitations in this Section apply to the fullest extent permitted by applicable law.

19. Indemnification

19.1 Your Indemnification Obligation. To the maximum extent permitted by applicable law, you will defend, indemnify, and hold harmless Safecloser and its owners, officers, employees, agents, licensors, and suppliers (the “Safecloser Parties”) from and against any and all claims, demands, actions, investigations, proceedings, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

(a) your breach or alleged breach of these Terms or any representation, warranty, or covenant you make in them;

(b) your access to or use of, or misuse of, the Platform;

(c) your violation or alleged violation of any applicable law, rule, or regulation, including any securities, sanctions, anti-money-laundering, anti-corruption, or tax law;

(d) any Instrument, transaction, offering, or financing you offer, enter into, fund, accept, or otherwise participate in, and any dispute between you and any other User or any other person relating to it;

(e) any transfer of, or any loss of or loss of access to or control over, funds, Supported Tokens, private keys, wallets, or credentials by or attributable to you, including any erroneous, mistaken, misdirected, late, or unauthorized transfer;

(f) any information you submit or provide, including Your Content, and any inaccuracy, misrepresentation, or omission in it; or

(g) your infringement, misappropriation, or violation of any intellectual property, privacy, publicity, or other right of any third party.

19.2 Defense and Cooperation. Safecloser may, at its option and expense, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate with Safecloser in asserting any available defenses. You will not settle any matter that affects a Safecloser Party or requires any admission, payment, or action by a Safecloser Party without Safecloser’s prior written consent. This Section does not require Safecloser to assume any defense, and Safecloser’s failure or election not to do so does not relieve you of your obligations under this Section.

19.3 No Reciprocal Obligation. Safecloser has no obligation to defend, indemnify, or hold harmless you or any other person for any claim, loss, liability, damage, cost, or expense of any kind, whether arising out of or relating to these Terms, the Platform, any Instrument, any transaction, or otherwise, and any such obligation is expressly disclaimed.

19.4 Survival. Your obligations under this Section survive the termination of these Terms and the cessation of your use of the Platform.

20. Suspension and Termination

20.1 By You. You may stop using the Platform at any time. You may close your account by following any process Safecloser makes available or by ceasing to access the Platform. Termination does not entitle you to any refund, and does not relieve you of any obligation accrued before termination, including any obligation to pay fees.

20.2 By Safecloser. Safecloser may suspend, restrict, condition, limit, or terminate your access to or use of the Platform, in whole or in part, at any time, for any reason or no reason, with or without notice, in its sole discretion. Without limiting the foregoing, Safecloser may do so if it believes that: you have breached or may breach these Terms; your access or use may violate, or cause Safecloser to violate, any applicable law; any information you have provided is inaccurate, incomplete, or unverifiable; you present a compliance, legal, security, fraud, or reputational risk; you have failed to pay any fee when due; or a Third-Party Service or applicable law requires it.

20.3 Effect of Termination. Upon suspension or termination, your right to access and use the Platform will cease, in whole or in part as applicable. Suspension or termination, by you or by Safecloser, does not, and cannot, reverse, undo, modify, or affect any transfer of Supported Tokens already submitted to or recorded on a Supported Network, and does not determine, alter, or affect the rights or obligations of any party under any Instrument, which remain governed by the Instrument and applicable law. Safecloser is not liable to you or any other person for any suspension, restriction, or termination of access, or for any consequence of it.

20.4 Survival. Termination of these Terms will not affect any provision that, by its nature, should survive, including the provisions concerning Safecloser’s intellectual property and ownership, the license to Your Content, disclaimers of warranties, limitations of liability, indemnification, dispute resolution, accrued payment obligations, and the miscellaneous provisions of these Terms.

21. Governing Law; Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH SAFECLOSER THROUGH INDIVIDUAL BINDING ARBITRATION AND WAIVES YOUR RIGHT TO A COURT TRIAL, A JURY TRIAL, AND TO PARTICIPATE IN ANY CLASS OR REPRESENTATIVE ACTION.

21.1 Governing Law. These Terms, and any dispute arising out of or relating to these Terms or the Platform, are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions in this Section.

21.2 Informal Resolution. Before initiating any arbitration or proceeding, you agree to first contact Safecloser and provide a written description of the dispute and the relief you seek, and to attempt in good faith to resolve the dispute informally for a period of at least sixty (60) days. Many disputes can be resolved this way.

21.3 Agreement to Arbitrate. If the dispute is not resolved informally, you and Safecloser agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or the relationship between you and Safecloser, whether based in contract, tort, statute, or any other legal theory, will be resolved by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (and, where applicable, its Consumer Arbitration Rules and its Mass Arbitration Supplementary Rules), as modified by these Terms. The arbitrator’s award is final and binding, and judgment on it may be entered in any court of competent jurisdiction.

21.4 Arbitration Procedure. The arbitration will be conducted by a single arbitrator. To the extent reasonably practicable, the arbitration will be conducted by videoconference, telephonically, or by written submissions. If an in-person hearing is required, it will take place in the State of Delaware. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of these Terms or the arbitration agreement, except as provided in Section 21.6 with respect to the Class Action Waiver.

21.5 Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND SAFECLOSER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. The arbitrator may not consolidate or join the claims of more than one person, and may not preside over any form of class, collective, consolidated, or representative proceeding. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief on that party’s individual claim.

21.6 Enforcement of the Class Action Waiver. Notwithstanding anything to the contrary, any dispute regarding the validity, enforceability, or scope of the Class Action Waiver in Section 21.5 will be decided only by a court of competent jurisdiction and not by an arbitrator. If the Class Action Waiver is found unenforceable as to any claim or request for relief, then that claim or request for relief will be severed from arbitration and resolved exclusively in a court of competent jurisdiction, while all other claims will remain subject to arbitration. Under no circumstances will any class, collective, consolidated, or representative proceeding be conducted in arbitration.

21.7 Mass Arbitration. If twenty-five (25) or more similar arbitration demands are asserted against Safecloser by or with the assistance of the same or coordinated counsel, you agree that the AAA’s Mass Arbitration Supplementary Rules will apply, and that the demands will be administered in batches and may proceed on a bellwether basis as the AAA and the arbitrator determine, in order to promote the efficient and economical resolution of the demands.

21.8 Exceptions to Arbitration. Notwithstanding the foregoing, either party may: (a) bring an individual claim in a small claims court of competent jurisdiction, if the claim qualifies; and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent or stop the actual or threatened infringement, misappropriation, or violation of that party’s intellectual property, confidential information, or other proprietary rights, or any unauthorized access to or misuse of the Platform. Seeking such relief does not waive the right to arbitrate any other dispute.

21.9 Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND SAFECLOSER WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM THAT IS, FOR ANY REASON, HEARD IN COURT RATHER THAN IN ARBITRATION.

21.10 Severability of This Section. Except as provided in Section 21.6, if any portion of this Section is found to be unenforceable, that portion will be severed and the remainder of this Section will remain in effect.

22. Changes to These Terms

22.1 Modifications. Safecloser may modify these Terms at any time in its sole discretion. If Safecloser makes a material change that adversely affects your rights or obligations under these Terms, Safecloser will generally provide notice by a reasonable means, which may include email or posting on or through the Platform, before the change takes effect. Other changes are effective when posted.

22.2 Effective Date and Acceptance. Each modification is effective as of the date Safecloser specifies or, if no date is specified, when posted. Your continued access to or use of the Platform on or after the effective date of a modification constitutes your acceptance of the modified Terms. If you do not agree to a modification, your sole remedy is to stop accessing and using the Platform before the modification takes effect.

22.3 Prospective Effect. Modifications to these Terms apply only prospectively and do not apply to, or govern, any dispute, claim, or controversy that arose, or that is based on events that occurred, before the effective date of the modification. The version of these Terms in effect at the time a dispute arose governs that dispute.

22.4 Current Terms. The version of these Terms posted on the Platform, together with the “Last updated” date, is the current version. You are responsible for reviewing the current Terms.

23. Miscellaneous

23.1 Entire Agreement. These Terms, together with the Privacy Policy and any other terms or policies expressly incorporated by reference, constitute the entire agreement between you and Safecloser regarding the Platform, and supersede all prior or contemporaneous understandings, agreements, representations, and communications, whether written or oral, regarding the Platform.

23.2 Taxes. You are solely responsible for determining, reporting, and paying any and all taxes arising from or relating to your use of the Platform, your Instruments, and your Settlements. Safecloser does not determine, calculate, withhold, collect, remit, or report any taxes on your behalf, does not issue any tax form or report any transaction to any tax authority, and does not provide tax advice. Taxes based on Safecloser’s net income are Safecloser’s responsibility.

23.3 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will continue in full force and effect.

23.4 No Waiver. Safecloser’s failure to enforce any provision of these Terms, or to exercise any right under them, is not a waiver of that provision or right. Any waiver must be in writing and signed by Safecloser to be effective, and a waiver in one instance does not waive any other or future instance.

23.5 Assignment. You may not assign or transfer these Terms, or any of your rights or obligations under them, by operation of law or otherwise, without Safecloser’s prior written consent, and any attempted assignment in violation of this provision is void. Safecloser may freely assign or transfer these Terms, in whole or in part, without restriction or notice, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

23.6 Force Majeure. Safecloser is not liable for any delay or failure to perform, or for any unavailability of or interruption to the Platform, resulting from any cause beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental or regulatory action, changes in law, failures or interruptions of the internet, telecommunications, blockchain networks, or other infrastructure, power failures, equipment failures, cyberattacks, or the acts or omissions of third parties.

23.7 Relationship of the Parties. You and Safecloser are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, employment, or similar relationship between you and Safecloser, or between any Users. Neither party has authority to bind the other.

23.8 No Third-Party Beneficiaries. Except for the Safecloser Parties identified in these Terms, these Terms do not confer any rights or remedies on any person other than you and Safecloser. The Safecloser Parties are entitled to rely on the representations, warranties, and statements you make in connection with any Instrument, but are not parties to, and assume no obligations under, any Instrument.

23.9 Notices. Safecloser may provide notices to you by email, by posting on or through the Platform, or by other reasonable means. You may provide notices to Safecloser at the contact address Safecloser designates for that purpose. Notices are deemed given when sent or posted.

23.10 Headings; Interpretation. Section headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” These Terms will not be construed against either party as the drafter.

24. Effective Date; Contact

24.1 Effective Date. These Terms are effective as of the “Last updated” date set forth above and apply to your access to and use of the Platform on and after that date.

24.2 How to Contact Safecloser. If you have questions about these Terms, you may contact Safecloser at legal@safecloser.com.

24.3 Acknowledgment. By accessing or using the Platform, you acknowledge that you have read and understood these Terms and agree to be bound by them.