User Agreement

This User Agreement ("Agreement") is a contract between you ("you", "your" or "user") and bridge21 Inc. ("bridge21" "we", "us" or "our"), collectively the parties ("parties", or "party"). This Agreement applies to your use of the bridge21 Services ("bridge21 Services", or "the Services"), including: the bridge21 websites located at bridge21.com, bridge21.io, and bridge21inc.com, any associated bridge21 hosted websites or mobile applications, the bridge21 API (the "API"), and any services provided to you by bridge21.

By accessing or using the bridge21 Services, you agree to comply and be legally bound by the latest version of this Agreement and the bridge21 Privacy Policy. This Agreement along with the bridge21 Privacy Policy constitutes the entire Agreement between "you" and "bridge21" regarding the bridge21 Services and supersedes any prior Agreements between the parties regarding the subject matter of this Agreement. If you do not agree to any of the terms set forth in this Agreement, you may not access or use any of the bridge21 Services.

bridge21 reserves the right to make changes to this Agreement. Updates to the Agreement will be listed below and will include the effective date of the change, as well as a summary of the changes to the Agreement.

Updates to the User Agreement

November 23, 2022	We made changes regarding payment processing and updated multiple sections of the terms of use to clarify the Services offered in the User Agreement.
November 25, 2019	We added details regarding our Ambassador Program in the Special Offers and Promotions section.
October 29, 2018	We added explicit clarification that repeatedly canceling purchases to obtain better rates may result in account termination.
August 14, 2018	We updated multiple sections of the terms of use to clarify the Services offered in the User Agreement including use of Smart Contracts.
September 12, 2017	We updated information about wire transfers and our bank services.
August 7, 2017	We removed sections of the terms of use that pertained to products and payment options we do not support. We also added an "updated prohibited usage & businesses" section.
July 13, 2017	We expanded the language in the special offers section and clarified that receiving banks may levy taxes, fees, or other charges.
June 27, 2017	We clarified our banking relationships, transaction authorization policy, and our error resolution timeframe.

bridge21 Definition of Terms

User	("User") refers to the single legal entity or individual who is party to this Agreement and uses the bridge21 services.
Smart Contract	("Smart Contract", or "Contract") refers to the purchase of a software based contract containing one or more Approved Digital Assets at a specific purchase price denominated in one traditional currency, as well as the instructions to create 3rd party accounts and sell one or more Digital Assets at a specific sale price, generally at a price denominated in a second traditional currency. Smart Contracts "settle" in two or less business days from payment settlement date. The "Receiver" of the smart contract may provide different instructions for settlement after the Smart contract is purchased.
Buyer	("Buyer", or "You") is a "User" who is the purchaser of a Smart Contract containing Approved Digital Assets and provides the necessary information to form the terms of the contract.
Receiver	("Receiver") is a "User" who is the "Beneficiary" of a Smart Contract purchased by a Buyer. The "Receiver" may or may not be the same entity as the "Buyer". There may be more one or more "Receivers" included in a Smart Contract.
Approved Digital Assets	("Approved Digital Assets" or "Digital Assets") refer to Digital Assets approved for use in "Smart Contracts" by bridge21. Digital Assets defined as "Securities" by the US SEC are prohibited from use in bridge21 Smart Contracts at this time.
Bridge Rate	("Bridge Rate", or "The Bridge Rate") is an exchange rate that bridge21 offers as a component of Smart Contracts. The "Bridge Rate" is composed of the purchase price of Digital Assets which may be a component of a Smart Contract, and the estimated sale price of the same Digital Assets denominated in a different currency.
bridge21 Fee	("bridge21 fee", or "fee") is a percentage of the transaction amount. In some cases, the "bridge21 fee" may be a fixed currency amount charged per use of the Service, or a combination of a percentage of the transaction amount and a fixed currency amount charged per use of the Service.
Banking Days	The days banks are open in the sending country, receiving country, or both.

The bridge21 Services Overview

bridge21 offers its buyers the ability to buy Approved Digital Asset based Smart Contracts and transfer ownership of contracts to one or more receivers located in specific countries. These contracts are delivered in the local currency of the receiver at the terms set at the time of contract purchase unless the receiver provides different instructions to bridge21 before the delivery date. All bridge21 contracts deliver in two banking days or less from the time the buyer's payment for the contract settles. In order to use the bridge21 Services, users must create a bridge21 account, verify their identity, select acceptable payment methods, provide receiver personal and banking information, and authorize the purchase of a Smart Contract.

Creating a bridge21 Account

bridge21 offers the Services to both individuals and businesses. In order to use any of the bridge21 Services, you must first register with bridge21. Upon successful completion of the registration process, bridge21 will establish your bridge21 account. This account may or may not include access to different bridge21 Services at bridge21's sole discretion. bridge21 may refuse to establish your bridge21 account, or limit the number of bridge21 accounts that a single user may establish and maintain at any time. In order to use features of the bridge21 Services you may be required to provide us with additional information about you or your business. bridge21 may also require you to answer certain questions or take certain actions in order to verify your identity, provide bridge21 Services to you, or comply with applicable law. In submitting your personal and/or business information, you verify that the information is accurate and authentic, and you agree to update bridge21 if any information changes. You hereby authorize bridge21 to, directly or through third parties, make any inquiries we consider necessary to verify your identity and/or account information, and request and obtain any consumer report or similar information relating to you and to take action we reasonably deem necessary based on the results of such inquiries and reports, and hereby authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests. bridge21 may decide to perform enhanced due diligence before approving accounts or transactions, including calling and interviewing users by phone, mailing items that may or may not contain verification data to registered addresses, conducting in-person interviews, employing third party or proprietary risk scoring algorithms, leveraging information outlined in our privacy policy, or employing other systems and methods as necessary to prevent fraud and criminal activity.

Electronic W-9 Certifications

By opening an account, I certify, under penalty of perjury that:

The Taxpayer Identification Number or Social Security Number I provided is correct;
I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
I am a U.S. citizen or other U.S. person; and
The FATCA code(s) entered (if any) indicating that I am exempt from FATCA reporting is correct.

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Terminating a bridge21 Account

bridge21 reserves the right to terminate this Agreement, access to its website, or access to the bridge21 Services for any reason and at any time. Additionally, bridge21 may (a) suspend or terminate your access to any of the bridge21 Services, and (b) deactivate or cancel your bridge21 account as required by a valid subpoena or court order, or if bridge21 reasonably suspects you of using your bridge21 account in furtherance of illegal activity. bridge21 may decide to complete or refund any incomplete transactions at the time of suspension or termination unless such transaction is otherwise prohibited (i) under the law, or (ii) by a valid subpoena or court order. You may not cancel your bridge21 account in order to cancel transactions already authorized by you for any reason, including to evade an investigation, avoid paying any amounts otherwise due to bridge21, or to evade losses incurred due to exchange rate changes while an incomplete order was processing. bridge21 reserves the right to either complete or cancel any incomplete orders, and upon cancellation of your bridge21 account, you authorize bridge21 to complete, cancel or suspend any incomplete orders, and to return the funds associated with such transactions to your bank account, as applicable. In the event that you or bridge21 terminates this Agreement or your access to the bridge21 Services, or deactivates or cancels your bridge21 account, you will remain liable for all amounts due hereunder. In the event that a technical problem causes system outage or account errors, bridge21 may temporarily suspend access to your account until the problem is resolved.

Payment Methods

Payments can potentially be made using one of the following payment methods if each payment method is individually authorized by bridge21 for use by a buyer. bridge21 maintains the right to authorize or deny the use of any payment method below for a buyer at any time in its sole discretion. bridge21 also maintains the right to add additional payment methods not listed below in the future. bridge21 may, at its sole discretion, decide to increase or decrease the processing and confirmation times associated with any payment method for any individual buyer based on risk, regulation, or other factors.

US Domestic Wire Transfer

bridge21 may allow you to pay for the Services with US Domestic Wire Transfer(s) ("wire(s)") after successfully completing identity verification and opening an account. When you agree to pay with a US Domestic Wire Transfer, bridge21 may assume additional risk; therefore, you must complete your wire in a timely manner, as specified in the terms of your transaction. These specific rules and standards apply when you agree to pay with a US Domestic Wire Transfer with bridge21:

Under no circumstances can bridge21 accept third-party wire transfers. The name of the bank account signer(s), the routing and account numbers listed on the account, and the registered address of the bank account holder sending the wire transfer must exactly match the information registered with bridge21. Any discrepancies between the information you registered with bridge21 and the account information listed on your wire transfer will result in your wire being delayed or returned. The banks involved may charge you additional fees. bridge21 has no obligation to compensate you for losses, charges, fees, or other costs incurred from delayed or returned wires caused by mismatched account information.

It is your responsibility to provide bridge21 with accurate source account information when you register. We recommend sending a small test wire to verify that you have created correct wire instructions upon opening your account.

You must send the correct payment amount to the account we specify within the allotted time in order to successfully complete your transaction. We will provide you with a reference code that you must include with your wire transfer at the time of your transaction. If you fail to complete your wire transfer in the time allowed, you forfeit the terms of the Smart Contract purchase. If you enter incorrect wire instructions, or omit necessary information, such as the reference code, you understand that your wire may be misrouted, delayed or returned, and that the banks involved may charge you additional fees. bridge21 has no obligation to compensate you for losses, charges, fees, or other costs incurred from misrouted, delayed or returned wires resulting from incorrectly entered wire instructions or wire instructions that omitted required information.

In the event that a wire transfer is completed after the time allowed, bridge21 may, at its sole discretion, honor the original terms, or allow you to purchase a Smart Contract with new terms provided by bridge21. Alternatively, you may choose to cancel your contract. If you choose to cancel your contract, bridge21 will send your payment back to your bank account, minus a $50 cancellation fee and any fees or other costs charged to us to return the payment. bridge21 has no obligation to compensate you for losses, charges, fees, or other costs incurred from wires completed after the time allowed.

bridge21 may allow you to send wires in advance of a Smart Contract purchase, and to maintain a US Dollar denominated balance in order to fulfill future payment obligations more expeditiously. You understand that such balances may be held in USDC stablecoins, either on your approved US partner exchange account in your name or the name of your company, or with approved partner exchanges in Mexico. bridge21 assumes no responsibility or liability for the storage or transmission of your assets in the form of USDC stablecoins, either with your approved US partner exchange account, or with approved partner exchanges in Mexico.

USDC Stablecoins and Approved Digital Assets

bridge21 may allow you to pay for the Services with USDC stablecoins or other Approved Digital Assets after successfully completing identity verification and opening a bridge21 account, as well as opening an exchange account with an approved US partner exchange in the name of you or your business.

bridge21 may assist you or your business in opening an account with an approved US partner exchange in order to acquire USDC stablecoins and Approved Digital Assets, and act as your account administrator for such Exchange Accounts. The terms of this payment option will be governed by your Account Administrator Agreement, these Terms of Service, and by the Terms of Service of the approved US partner exchange. Under no circumstances will bridge21 agree to receive Stablecoins or any Digital Assets from third-party sources. bridge21 will only accept payment in USDC Stablecoins and approved Digital Assets from the account in your name with an approved US partner exchange.

If you transmit USDC Stablecoins or any Digital Assets to bridge21 from any other source than the account with an approved US partner exchange in your name or the name of your business, you understand that bridge21 has no obligation to acknowledge or refund your transfer of USDC Stablecoins and/or Digital Assets.

TRANSFER TYPES DISCLOSURE STATEMENT

The following disclosures are made regarding the types of transfers made to and from your account(s). There may be limitations on account activity that restrict your ability to make transfers.

Definitions

US Domestic Wire Transfer	A US domestic wire transfer that you authorize with your US bank in order to pay for the bridge21 Services.
SPEI Transfer	A payment to a Recipient using the Mexico SPEI network, sent to a CLABE, debit card, or mobile phone number, that you have authorized in advance.

Your Liability

Authorized Transfers	You are liable for all US domestic wires and SPEI Transfers (whether by CLABE, debit card, or mobile phone number) that you authorize, whether directly or indirectly.
Unauthorized Transfers	Tell us at once if you believe your Credentials (as defined below) were lost or stolen. Support message us immediately to keep your possible losses to a minimum. You could lose all the money in your account(s). You understand that both US domestic wires and SPEI Transfers (whether by CLABE, debit card number, or mobile phone number) are irreversible. You assume full responsibility and all liability for Unauthorized Transfers made from your account. bridge21 recommends and may require two-factor authentication (2FA) in order to authorize transfers from your account.

Authorized Transfers

You are liable for all US domestic wires and SPEI Transfers (whether by CLABE, debit card, or mobile phone number) that you authorize, whether directly or indirectly.

Unauthorized Transfers

Tell us at once if you believe your Credentials (as defined below) were lost or stolen. Support message us immediately to keep your possible losses to a minimum. You could lose all the money in your account(s). You understand that both US domestic wires and SPEI Transfers (whether by CLABE, debit card number, or mobile phone number) are irreversible. You assume full responsibility and all liability for Unauthorized Transfers made from your account. bridge21 recommends and may require two-factor authentication (2FA) in order to authorize transfers from your account.

Transaction Limits

bridge21 may impose limits on the value of purchases made under the Service. bridge21 is required to impose limits on the amount of money you may spend based on regulation. These limits may be expressed in different currencies, depending on the specifics of each transaction or account. bridge21 reserves the right to change the purchase limits for a specific user as we deem necessary or appropriate from time to time, or as required by law.

Transaction Fees

bridge21 may assess a fee on all transactions (the "Fee Amount"). The Fee Amount is deducted from the payment amount authorized by you.

The Services

Upon the successful registration of your bridge21 account and authorization by bridge21 to use the bridge21 Services, you may purchase Smart Contracts with bridge21, specify contract terms at a "Bridge Rate" provided by bridge21, and designate receivers as beneficiaries. The "Bridge Rate" applied to your purchased Smart Contract will be disclosed to you before you authorize your transaction.

Bridge Rate

Smart Contracts purchased by you include a Bridge Rate. The Bridge Rate is the exchange rate at which Smart Contracts will convert into the local currency of your designated Receiver. bridge21 is not responsible for the currency exchange rate that will be applied if Receiver chooses to change the terms of a purchase and/or Smart Contract in any way, including if they elect to settle the contract in a currency other than the currency you selected. In the event that funds intended for a purchase transaction are returned or reversed, the terms associated with your unfunded Smart Contract purchase shall be null and void. In some cases, bridge21 may use 3rd party services to facilitate the processing of Smart Contracts. bridge21 does not warrant the operation of these 3rd party services and assumes no liability on their behalf. Any bridge21 user using these services assumes all liability associated with their use when authorizing transactions.

Reservation of Rights

bridge21 reserves the right to refuse to process, or cancel, any transaction in its sole discretion, including but not limited to if bridge21 suspects the transaction is high risk, in response to a subpoena, court order, or other governmental order, or if bridge21 suspects the transaction relates to restricted activity as defined later in this Agreement.

Canceling a Contract Purchase

You may have the right to cancel a contract purchase and obtain a refund of all funds paid to us, including any fees depending on the circumstances. In order to cancel, you must contact us at [email protected] or online within 30 minutes of payment for the contract. When you contact us, you must provide us with information required to verify your identity and to help us identify the contract you wish to cancel. We will refund your money within three business days of your request to cancel a contract within 30 minutes of payment, as long as custody of the contract has not already been transferred to the receiver. Please note that repeatedly purchasing and then canceling Smart Contracts from bridge21, whether to obtain more favorable terms or for any other reason, may result in the termination of your account.

Responsibility for Safeguarding Credentials

You are responsible for storing and protecting any usernames, email addresses, phone numbers, keys, biometric data, certificates, passwords, access codes, user IDs or other credentials and login information (collectively "Credentials") that have been provided to you or that are generated in connection with your use of the bridge21 Services. If you lose any of your Credentials you may not be able to access your account. You agree to notify bridge21 immediately of any unauthorized use of your Credentials. bridge21 will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your Credentials.

Receivers

Receivers are transferred ownership and control of bridge21 Smart Contracts when the Buyer's payment method settles.

Receiver's Bank and Contract Settlement

In the event that a Smart Contract cannot disburse local currency using the information provided in a Smart Contract, the Smart Contract will be canceled, and the original payment amount will be returned to the buyer, less any fees or other charges incurred during the purchase or execution of the Smart Contract.

Receiving Bank Fees and Taxes

While uncommon, it is possible that a receiver's bank may deduct fees, taxes, or other charges from transfers sent to the receiver's bank account. This may result in a transfer amount lower than the amount reflected in a Smart Contract. bridge21 is not aware of fees, taxes, or other charges deducted by the receiver's bank and is unable to convey this information to you or the receiver. bridge21 is not responsible for any fees or taxes charged by the receiver's bank. Your receiver should consult their bank in order to confirm any fees, taxes, or other charges the bank may deduct.

Risks Regarding your bridge21 Account and bridge21 Services

Taxes

You are responsible for any tax obligations associated with use of the bridge21 Services and are solely responsible for any negative tax consequences which may occur by failing to comply with the law.

Regulation

bridge21 must comply with regulation globally in order to facilitate the Services. Changes to regulation, or the enforcement of regulation may inhibit or prevent bridge21 from providing services in any or all jurisdictions. Without limiting the generality of the foregoing, this includes, but is not limited to, anyone from or in jurisdictions that do not meet international Anti-money laundering and counter terrorist financing standards as set out by the FATF; anyone that is a Politically Exposed Person within the meaning of the FATF's 40 Recommendations; or, anyone that fails to meet any customer due diligence standards or requirements of bridge21. bridge21 may perform enhanced customer due diligence procedures. At all times, you may be subject to enhanced customer due diligence procedures in your use of the Services.

Third Party Service Providers

bridge21 may use third party service providers in order to provide the Services. You acknowledge and agree that bridge21 is not responsible for any third-party actions or inactions outside of bridge21's control; therefore, bridge21 will not be liable in any manner whatsoever for any loss, suspension, limitation, termination or otherwise, when caused by any actions or omissions of any third party used to provide the Services. bridge21 has no control and makes no warranties regarding the availability, sufficiency, security or capacity of any system or infrastructure from any third party used to provide the Services. If due to regulatory issues, malfunctions, attacks, security breaches or any similar incident on the systems of a third party you experienced delayed service, or the loss or seizure of some or all of the assets used to facilitate your transaction(s), you agree that bridge21 will not be responsible for that damage, loss or liability in any way and agree that bridge21 has no obligation to compensate you for lost or seized funds, or to compensate you for losses, charges, fees, or other costs incurred from delayed service.

Using the bridge21 Services

License

bridge21 grants you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the bridge21 Services, and the content, materials, information and functionality available in connection therewith (collectively, the "Content") solely for information, transactional, or other approved purposes as permitted by bridge21 from time to time. Any other use of the bridge21 Services or Content is expressly prohibited. All other rights in the bridge21 Services or Content are reserved by us and our licensors. You will not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Content or any other part of the bridge21 Services or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you will not frame or display the bridge21 Services or Content (or any portion thereof) as part of any other web site or any other work of authorship without the prior written permission of bridge21. If you violate any portion of this Agreement, your permission to access and use the bridge21 Services may be terminated pursuant to this Agreement. In addition, we reserve the right to all remedies available at law and in equity for any such violation. "bridge21.com", "bridge21.com", "bridge21", and all logos related to the bridge21 Services or displayed on the bridge21 Services are either trademarks or registered marks of bridge21 or its licensor. You may not copy, imitate or use them without bridge21's prior written consent.

Third-Party Websites

The bridge21 Services may contain links to third party websites and resources ("Third Party Material") not controlled by us. You acknowledge and agree that bridge21 is not responsible or liable for (i) availability or accuracy of such Third Party Material, (ii) the content, products or services on or available from such Third Party Material. Links to such Third Party Material do not imply any endorsement by bridge21 of such Third Party Material or the content, products or services available from such Third Party Material. You acknowledge sole responsibility for and assume all risk arising from your use of any such Third Party Material.

Ownership of Funds

You hereby certify to us that any funds used by you in connection with bridge21 Services are either owned by you or that you are validly authorized to carry out transactions using such funds.

Transacting for your Own Account

You hereby certify to us that you are transacting for your own account, and not on behalf of any other person or entity.

Restricted Activity

In connection with your use of the bridge21 Services, you will not:

Violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member;
Engage in a transaction involving the proceeds of any unlawful activity;
Defraud or attempt to defraud bridge21;
Provide false, inaccurate or misleading information;
Infringe upon bridge21's or any third party's copyright, patent, trademark, or intellectual property rights;
Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information;
Transmit or upload any material to the bridge21 Services that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
Act as a payment intermediary or aggregator or otherwise resell any of the bridge21 Services, unless expressly authorized by bridge21 in writing;
Hold yourself out as an agent of bridge21 unless expressly authorized by bridge21 in writing;
Otherwise attempt to gain unauthorized access to the bridge21 Services, other bridge21 accounts, computer systems or networks connected to the bridge21 Services, through password cracking or any other means; or,
Transfer any rights granted to you under this Agreement.

bridge21 reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to comply with any applicable law, regulation, legal process or governmental request.

DISPUTES WITH BRIDGE21

Notice

If you believe bridge21 committed an error, please contact us at [email protected]. Please provide us with information sufficient to identify you, your bridge21 account, your order confirmation code and any other information about the transaction that you can provide. You must contact us within 30 days after the transaction occurred. We will use our best efforts to either correct the error or explain to you why we believe that transaction was correct within 30 days of receiving your request. Any claim of an error received after 30 days from the date of the alleged error shall be null and void.

Arbitration

EXCEPT FOR CLAIMS FOR INJUNCTIVE OR EQUITABLE RELIEF OR CLAIMS REGARDING INTELLECTUAL PROPERTY RIGHTS (WHICH MAY BE BROUGHT IN ANY COMPETENT COURT WITHOUT THE POSTING OF A BOND), ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE FINALLY SETTLED ON AN INDIVIDUAL BASIS IN ACCORDANCE WITH THE AMERICAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND BRIDGE21 HEREBY EXPRESSLY WAIVE TRIAL BY JURY. THE ARBITRATION SHALL TAKE PLACE IN DENVER, COLORADO, IN THE ENGLISH LANGUAGE AND THE ARBITRAL DECISION MAY BE ENFORCED IN ANY COURT. AT YOUR REQUEST, HEARINGS MAY BE CONDUCTED IN PERSON OR BY TELEPHONE AND THE ARBITRATOR MAY PROVIDE FOR SUBMITTING AND DETERMINING MOTIONS ON BRIEFS, WITHOUT ORAL HEARINGS. THE PREVAILING PARTY IN ANY ACTION OR PROCEEDING TO ENFORCE THIS AGREEMENT SHALL BE ENTITLED TO COSTS AND ATTORNEYS' FEES. ADDITIONALLY, YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Time Limitation on Claims

You agree that any claim you may have arising out of or related to your relationship with bridge21 must be filed within six (6) months after such claim arose; otherwise, your claim is permanently barred.

GENERAL TERMS

No Warranty

You understand and acknowledge that the bridge21 Services are being provided to you "AS IS" and "AS AVAILABLE" without warranty of any kind. bridge21 SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. BRIDGE21 DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF THE BRIDGE21 SERVICES. BRIDGE21 WILL MAKE REASONABLE EFFORTS TO ENSURE THAT TRANSACTIONS ARE PROCESSED IN A TIMELY FASHION, BUT BRIDGE21 MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO PROCESS TRANSACTIONS BECAUSE THE BRIDGE21 Services ARE DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL, SUCH AS DELAYS IN THE BANKING SYSTEM OR THE US OR INTERNATIONAL MAIL SERVICE.

Limitation of Liability and Release

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRIDGE21 SHALL HAVE NO LIABILITY FOR ANY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR TORT DAMAGES, OR LOSS OF PROFITS) IN CONNECTION WITH THIS AGREEMENT, EVEN IF BRIDGE21 HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BRIDGE21'S LIABILITY FOR MONEY DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES RECEIVED FROM YOU DURING THE PRECEDING THREE (3) MONTH PERIOD.

bridge21 assumes no liability or responsibility for and shall have no liability or responsibility for any claim, application, loss, injury, delay, accident, cost, business interruption costs, or any other expenses (including, without limitation, attorneys' fees or the costs of any claim or suit), nor for any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, or any and all other commercial losses (collectively, referred to herein as "Losses") directly or indirectly arising out of or related to:

these Terms of Service;
the Services, and your use of them;
the real or perceived value of any currencies on the Services, or the price of currencies displayed on the Service at any time;
any inaccurate, misleading, or incomplete statement by bridge21 or on the Services regarding your account, whether caused by bridge21's negligence or otherwise;
any failure, delay, malfunction, interruption, or decision (including any decision by bridge21 to vary or interfere with your rights) by bridge21 in operating the Services;
any stolen, lost, or unauthorized use of your account information any breach of security or data breach related to your account information, or any criminal or other third party act affecting bridge21; or,
any offer, representation, suggestion, statement, or claim made about bridge21.

You hereby agree to release bridge21 from liability for any and all Losses. The foregoing limitations of liability shall apply whether the alleged liability or Losses are based on contract, negligence, tort, unjust enrichment, strict liability, or any other basis, even if bridge21 has been advised of or should have known of the possibility of such losses and damages, and without regard to the success or effectiveness of any other remedies.

Indemnification

You agree to indemnify, defend and hold bridge21, its affiliates and service providers, and each of their respective officers, directors, agents, members, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and costs and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your breach of this Agreement, (ii) your use of bridge21 Services, or (iii) your violation of any law, rule or regulation, or the rights of any third party.

Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by bridge21 without restriction, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the bridge21 Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

Severability

If any provision of this Agreement shall be determined to be invalid or unenforceable under the rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity of enforceability of any other provision of this Agreement shall not be affected.

Entire Agreement

This Agreement sets forth the entire understanding and agreement between you and bridge21 as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and bridge21.

Governing Law

This Agreement shall be governed by the laws of the State of Colorado, without regard to its conflicts of law principles.

Special Offers and Promotions

bridge21 may create special offers, promotional codes, coupon codes, or other promotions that may be redeemed for discounts to fees, account credits, or other benefits, subject to terms that bridge21 establishes for each special offer or promotion ("Special Offers" or "Promotions"). You agree that Special Offers and Promotions: (a) must be used for the intended audience and purpose, and in a lawful manner; (b) may not be duplicated, sold or transferred in any manner, or made available to the general public, unless expressly permitted by bridge21; (c) may be disabled by bridge21 at any time for any reason without liability to bridge21; (d) may only be used pursuant to the specific terms that bridge21 establishes for such Special Offers or Promotions; (e) are not valid for cash; and (f) may expire prior to your use or redemption. bridge21 reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Special Offers or Promotions by you or any other user in the event that bridge21 determines or believes that the use or redemption of Special Offers or Promotions was in error, fraudulent, illegal, or in violation of the applicable terms or these Terms of Use. Special Offers or Promotions are valid only for users that live in a region in which bridge21 operates. Advertisements of Special Offers or Promotions that remain on your computer, internet browser cache, email, or on social media are valid only if the offer has not been disabled by bridge21. Account credits may be funded by depositing funds to the bank account authorized by the customer. These account credits will take 5 to 7 US banking days to credit to your account. In the event that deposits are not credited within 5 to 7 US banking days, please contact [email protected] to inquire about processing. It is your responsibility to ensure the US bank account used to fund your transfer is able to accept deposits. You accept full responsibility and liability if the bank account used to fund your transfer is closed, suspended, or is otherwise unable to accept deposits. bridge21 has no responsibility to credit your deposit using other methods. If the attempt to deposit account credits into the US bank account used to fund your transfer is rejected for any reason by your bank, you forfeit the account credit.

ESIGN CONSENT TO USE ELECTRONIC RECORDS AND SIGNATURES

By agreeing to the terms of use for the bridge21 Services you provide your consent to the electronic delivery of disclosures and to the use of electronic signatures. You are not able to open an account with us if you are unwilling or not able to provide this consent.

Your ESIGN Consent applies to any and all communications and disclosures that we are legally required to provide to you in writing in connection with your account and any related products and services, as well as any electronic signatures required to authorize transactions or changes to your account.

In this consent, "we," "us," and "our" are used to refer to bridge21 Inc. and its current and future affiliates, and any other person who provides bridge21 Services that you access through the bridge21 website. "You" and "your" refer to the person giving this consent.

Your consent to use electronic records and signatures

In our sole discretion, disclosures, notices, records, and other information we provide to you may be in electronic form ("Electronic Records"). Electronic Records we provide to you may include, but are not limited to, order confirmations, receipts, activity notifications, statements, legal disclosures, changes to terms of use, privacy policies, or other materials related to the bridge21 Services and their use. We may also use and obtain from you electronic signatures.

Electronic Records may be delivered to you in a variety of ways, as described in our Agreement with you. We may always, in our sole discretion, provide you with any Electronic Record in writing, even if you have chosen to receive it electronically.

Your option to receive paper copies

If we provide Electronic Records to you, and you want a copy in paper, please send a written request to [email protected]. Please understand that withdrawing your consent to use electronic records and signatures and requiring paper copies will likely result in the closure of your account.

Your consent covers all online products and services

Your consent covers all of your transactions relating to each product or service that you agree to obtain or access electronically while using the bridge21 Services, and remains in effect until you withdraw your consent.

You must keep your email or electronic address current with us

You are responsible for keeping your email address current on your bridge21 profile. You may change your email address by accessing your bridge21 profile, and by contacting us at [email protected].

Hardware and software you will need

To use bridge21 website, you must have:

A Current Version (defined below) of an Internet browser we support;
A connection to the Internet;
A Current Version of a program that accurately reads and displays PDF files, such as Adobe Acrobat; and,
A computer and an operating system capable of supporting all of the above.
You will also need a printer if you wish to print out and retain records on paper, and electronic storage if you wish to retain records in electronic form. You must also have an active email address.

By "Current Version," we mean a version of the software that is currently being supported by its publisher. From time to time, we may offer services or features that require that your Internet browser be configured in a particular way, such as permitting the use of JavaScript. We reserve the right to discontinue support of a Current Version of software if, in our sole opinion, it suffers from a security or other flaw that makes it unsuitable for use with the bridge21 website.

Changes or Termination

bridge21 Inc. reserves the right to cancel or modify the terms of the delivery of electronic records, or collection of electronic signatures at any time, in our sole discretion. We will notify you of any modification or cancellation as required by law.