This Cryptocurrency Physical Wallet Agreement (“Physical Wallet Agreement”) is a legal agreement between you or an entity that you are representing (“you,” or “your”) and [Ballet Global Inc.], a [Delaware] corporation (“Ballet Global,” “we,” “our” or “us”). This Physical Wallet Agreement governs your purchase, license and/or use of any cryptographic physical wallet (“Physical Wallet”), related mobile application (“Mobile App”), and any other software and/or services that you purchase, license, or otherwise receive from us (collectively, the “Products”). If you are purchasing, licensing, receiving or otherwise accessing the Products on behalf of an entity (for example, a company, non-profit entity, university, or other business or organization), you represent to us that you have authority to bind that entity to these terms, and that entity accepts these terms, and the term “you” or “your” will apply to such entity.
Physical Wallet Use. Your Physical Wallet, Mobile App, and any other Products that you purchase, license, or otherwise receive from us, directly or through a third party (e.g., through a reseller or other third party authorized by us to sell, license or otherwise distribute Products) allow you to deposit, store, track, transfer, and otherwise process the cryptocurrencies that you choose to deposit and store within your Physical Wallet (“Cryptocurrencies”).
Supported Cryptocurrencies. You must ensure that you deposit, store, track, transfer, and/or otherwise process through the Products only those Cryptocurrencies that we expressly identify through the Mobile App and/or on our website located at www.ballet.com (the “Website”) as being compatible with the Products (“Compatible Cryptocurrencies”). We assume no responsibility of any kind, and you assume all risk (including the risk that you may lose all of your Cryptocurrencies and that your Physical Wallet may become fully inoperative) if you deposit, store, track, transfer, and/or otherwise process through the Products any Cryptocurrency that we do not expressly identify in writing as being compatible with the Products. We reserve the rights to add or remove Compatible Cryptocurrencies at any time, in which case we will provide you notice through the Mobile App and/or through the Website, and you agree to adjust your use of the Physical Wallet accordingly.
Cryptographic Key. To deposit, store, track, transfer, and/or otherwise process Cryptocurrencies through your Physical Wallet, you will need to use a unique cryptographic key specific to your Physical Wallet. This key (the “Key”) can be cryptographically derived from two independent cryptographic components: (1) an encrypted private key; and (2) a decryption passphrase (the “Key Components”). Ballet Global manufactures the Key Components of your Key separately and independently from one another and does not retain any copies of the Key Components, nor any records regarding which Key Components get paired together to ultimately form your Key. As a result, under no circumstances will Ballet Global be able to know which Key Components form your Key or recreate your Key or Key Components without your Physical Wallet. As a result, it is critical that you secure and safeguard your Key, Key Components, and your Physical Wallet at all times.
We have invested significant resources and time to develop a Physical Wallet that we believe is safe and will provide extensive functionality to you. Nevertheless, you must remain alert to various possible situations through which malicious third parties may seek to access and/or steal the Cryptocurrencies that you store in your Physical Wallet. For example, you must be aware of the following:
The Key is Unique and Under Your Control. To enhance your privacy and give you full exclusive control over your Cryptocurrencies, we do not retain a copy of your Key or Key Components, and we do not monitor or back up your Key or Key Components. Your Key Components will be written, engraved, or otherwise displayed on your Physical Wallet, but are obscured under a tamper-evident sticker or other physical covering when you initially receive your Physical Wallet. You may choose to reveal your Key or Key Components (e.g., by scratching off a coating, by peeling off a label, etc.) after you purchase or otherwise lawfully receive ownership or control of your Physical Wallet. To the extent that the sticker or other physical covering has been compromised, damaged, exposed, tampered with, or removed, your Key Components may be more readily exposed to and learned by third parties. Consequently, if another person learns your Key or Key Components, that person may be able to access and withdraw some or all of the Cryptocurrencies stored in your Physical Wallet, and you may lose some or all of the funds stored in the Physical Wallet. It is your sole responsibility to safeguard your Physical Wallet and Key Components, and you are solely responsible for any losses that you incur if your Physical Wallet is no longer in your possession and control and/or if your Key or Key Components becomes known to any third party.
We Do not Know Your Key. We do not know your Key or Key Components, and we do not back up your Key or Key Components. Consequently, if you forget or lose your Key or Key Components, or if your Key or Key Components becomes inoperative or inaccessible for any reason, you will likely not be able to retrieve some or all of the Cryptocurrencies stored in your Physical Wallet, and you may lose some or all of the funds stored in the Physical Wallet. You are solely responsible for any losses that you incur if you forget or lose your Key or Key Components, or if your Key or Key Components becomes inoperative or inaccessible for any reason.
Tampered Wallets. If your Physical Wallet is tampered with or otherwise becomes damaged (e.g., if someone scratches off the Key before you acquire the Physical Wallet, or if someone otherwise learns your Key or Key Components) (a “Tampered Wallet”), a third party may be able to access and steal the Cryptocurrencies stored in your Tampered Wallet. Please carefully check and verify the integrity of each Physical Wallet that you purchase or otherwise acquire, and if you suspect that your Physical Wallet was subjected to tampering or was otherwise modified or accessed by someone, please notify the retailer or party that sold or provided to you that Physical Wallet and obtain a replacement promptly, and do not store any Cryptocurrencies in the affected Physical Wallet. We also recommend you transfer all Cryptocurrencies stored in your Tampered Wallet out of it. If you fail to do so and incur a loss of your Cryptocurrencies as a result, that is solely your responsibility. If your Physical Wallet is subjected to tampering or is otherwise modified or accessed by someone, you may lose some or all of the funds stored in the Physical Wallet. You are solely responsible for any losses that you incur if your Physical Wallet is subjected to tampering or is otherwise modified or accessed by someone. We make no guarantees regarding the security of any Tampered Wallet.
We do not own or control the underlying software networks, blockchains, or protocols (collectively, “protocols”), which facilitate transactions made using your Physical Wallet. These protocols may be non-proprietary and subject to open source licenses or open standards, and, thus, anyone may be able to use, copy, modify, and distribute the protocols. As a result, Ballet Global has no control over these protocols, and we assume no responsibility for the operation of them. We also do not guarantee the functionality or security of transactions made using your Physical Wallet on these protocols. These protocols may be subject to sudden changes in operating rules (which may even lead to forks of the protocols) that depend upon the decisions of the public community collectively maintaining any particular protocol. Any such operating changes may materially affect the availability, value, functionality, and/or the name of the Cryptocurrencies that you store in your Physical Wallet. We do not control the timing and features of these material operating changes. It is your responsibility to make yourself aware of upcoming operating changes, and you must carefully consider publicly available information and information that may be provided by us and other relevant parties in determining whether to make any particular transaction using your Physical Wallet. You acknowledge and accept the risks of performing transactions using your Physical Wallet, and you agree that we are not responsible or liable for any loss that you may experience as a result of such transactions. You acknowledge and accept that we may not be able to help you perform any particular transaction, and, therefore, you agree that we have no obligation to assist you with any unsupported protocol or changes to supported protocols.
All Cryptocurrencies stored in your Physical Wallet are your sole property, your sole responsibility, and in your sole exclusive control. We may not know the full identity of the owner of any particular physical wallet, and therefore we may not know who you are and may not be able to connect your Physical Wallet to any particular natural person or business entity. Consequently, if you lose your Key or Key Components, or otherwise cease to have access to your Physical Wallet, we may not be able to help you recover the Cryptocurrencies stored in your Physical Wallet. Similarly, if you seek to demonstrate your ownership of the Physical Wallet or of the Cryptocurrencies stored in your Physical Wallet for any legal or regulatory purposes, we may not be able to help you with that process.
Title to the Cryptocurrencies stored in your Physical Wallet will remain with you at all times and will not transfer to us. As the owner of Cryptocurrencies in your Physical Wallet, you bear all risk of loss of such Cryptocurrencies. We have no liability for Cryptocurrency price fluctuations affecting the overall value of your Cryptocurrency holdings.
You acknowledge that Cryptocurrencies in your Physical Wallet are not insured or otherwise protected by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
You will indemnify and hold us and Our Affiliated Entities harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your possession, permitted transfer, or use of the Products or breach of this Physical Wallet Agreement (collectively referred to as "Claims"). We reserve the right, in our sole discretion and at our own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by us in the defense of any Claims. “Our Affiliated Entities” means (i) our direct and indirect business affiliates, customers, licensees, users, vendors, investors and shareholders (whether now existing, prospective or future), predecessors, agents, attorneys, advisors, insurers, directors, employees, officers, and any other similar parties, and (ii) any and all of the foregoing’s successors or assigns.
YOUR POSSESSION, PERMITTED TRANSFER, AND USE OF THE PRODUCTS IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS PHYSICAL WALLET AGREEMENT, THE PRODUCTS ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATED ENTITIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE PRODUCTS ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE PRODUCTS. WE AND OUR AFFILIATED ENTITIES DO NOT WARRANT THAT THE PRODUCTS AND CRYPTOCURRENCIES OR OTHER DATA PROCESSED THROUGH OR USING THE PRODUCTS ARE SECURE, ACCURATE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF ANY OF THESE EXCLUSIONS DO NOT APPLY TO YOU OR ARE VOID WITH RESPECT TO YOU UNDER ANY APPLICABLE LAWS OR REGULATIONS, THE RESPECTIVE WARRANTIES THAT CANNOT BE EXCLUDED ARE LIMITED TO THE SHORTER OF (A) 90 DAYS FROM THE DATE OF FIRST PURCHASE OR FIRST DELIVERY OF THE PRODUCTS, AND (B) THE SHORTEST PERIOD PERMITTED BY THOSE LAWS AND REGULATIONS.
WE AND OUR AFFILIATED ENTITIES DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR POSSESSION, PERMITTED TRANSFER, AND USE OF THE PRODUCTS WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AND CUMULATIVE LIABILITY OVER THE LIFE OF THIS PHYSICAL WALLET AGREEMENT, TOGETHER WITH THE TOTAL AND CUMULATIVE LIABILITY OF OUR AFFILIATED ENTITIES OVER THE LIFE OF THIS PHYSICAL WALLET AGREEMENT, FOR ALL CLAIMS, BREACHES AND ALL OTHER LIABILITIES ARISING OUT OF OR OTHERWISE RELATING TO THIS PHYSICAL WALLET AGREEMENT, TO YOU AND TO ALL OTHER PARTIES DIRECTLY OR INDIRECTLY AFFILIATED WITH YOU OR WITH THE RESPECTIVE CLAIMS SHALL BE LIMITED AT EACH POINT IN TIME TO THE NET AMOUNT THAT WE RECEIVED FROM YOU FOR THE PRODUCTS DURING THE TWELVE (12) MONTHS PRIOR TO SUCH POINT IN TIME. SUBJECT TO APPLICABLE LAW, WE AND OUR AFFILIATED ENTITIES ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; AND (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, DATA CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF PROFITS OR INVESTMENT.
THE ABOVE LIMITATIONS AND DISCLAIMERS IN SECTIONS 5.2, 5.2. 6.3 AND 5.4 APPLY EVEN IF WE AND OUR AFFILIATED ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS, LIABILITIES, BREACHES OR DAMAGES. THIS PHYSICAL WALLET AGREEMENT SETS FORTH OUR ENTIRE LIABILITY, AND THE ENTIRE LIABILITY OF OUR AFFILIATED ENTITIES, AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE PRODUCTS AND THIS PHYSICAL WALLET AGREEMENT.
We may, in our sole discretion and without notice, restrict, deny, or terminate this Physical Wallet Agreement, or suspend any or all of the Products and/or any or all of your accounts, effective immediately, in whole or in part, for suspicion of fraud, security, illegal activity or unauthorized access issues to protect the integrity of our products, technology and systems, to comply with our policies or applicable laws and regulations, if you fail to comply with this Physical Wallet Agreement, if you no longer agree to receive electronic communications, if you notify us of your decision to terminate this Physical Wallet Agreement, or if you request us to close any of your accounts or delete your data in our possession.
Upon termination of this Physical Wallet Agreement, or upon suspension or termination of your accounts, you must immediately stop using the Products (except to the extent that you own any Products and such Products owned by you do not require further licenses or support from us) and any outstanding payments will become due immediately. Any termination of this Physical Wallet Agreement will not affect our rights to any payments due to us.
CALIFORNIA STATE LAW GOVERNS THIS AGREEMENT WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE PRODUCTS OR THIS PHYSICAL WALLET AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT. The Federal Arbitration Act governs the interpretation and enforcement of this provision, and the arbitrator shall apply California law to all other matters. Notwithstanding anything to the contrary, we may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE AND YOU AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND US ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
To begin an arbitration proceeding under this Physical Wallet Agreement, send a letter requesting arbitration and describing your claim to us at the main address posted on our main website. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA's rules, which are available at www.adr.org. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's rules, but if you are unable to pay any of them, we will pay them for you (but not your legal fees (if any), which you must pay as part of your arbitration proceedings). You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof.
This Section 8 will survive any expiration, termination or rescission of this Agreement.
You acknowledge and agree that we would not provide to you the Products on the terms and in the form offered to you under this Physical Wallet Agreement if you had not agreed to the applicable law, arbitration and waiver of class action rights above in this Section 8.
If any court of law, having the jurisdiction, rules that any part of this Physical Wallet Agreement is invalid, that section will be removed without affecting the remainder of the Physical Wallet Agreement. The remaining terms will be valid and enforceable.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
You cannot assign or transfer ownership of this Physical Wallet Agreement to anyone without our written approval, except to the extent that you are an entity and all or substantially all of your stock, assets or business are acquired by another entity, in which case you may assign this Physical Wallet Agreement to that entity provided that you give us notice within thirty (30) days after that acquisition. We may assign or transfer this Physical Wallet Agreement at any time, in whole or in part, without notice to you, to any party.