Bridge EEA User Terms
Bridge Building Sp. Z.o.o.
At Bridge, we are advancing the accessibility of stablecoins and stablecoin-based applications. "Stablecoins" are a special type of cryptographic digital asset that can be redeemed at face value for government-issued money (“Fiat Currency”). These terms cover your use of the software, systems, and services we provide to make that possible, including the purchase and sale of Stablecoins from or to Bridge (the “Bridge Services”) and is an agreement between you and Bridge Building Sp. Z.o.o., a company incorporated in Poland with its registered office at ul. Bartycka 22B/21A, Warsaw, 00-716, Poland and with KRS company number 0001039515, (“Bridge,” “we,” or “us”). If you are accessing the Bridge Services on behalf of a business (a “Business User”), these terms apply to you and to the business.Our Privacy Policy (please see Bridge.xyz/legal) explains how we collect and use any personal information which identifies you (“Personal Data”) you share with us.
Certain features of the Bridge Services may be provided by our financial institution partners (“Financial Partners”). By applying for an account with us (“Bridge Account”) and using the Bridge Services, you agree to comply with each of these terms, the terms and conditions of our Financial Partners (the “Financial Partner Agreements”), which can be found under Exhibit C to these User Terms (including their respective privacy policies, the “Financial Partner Privacy Policies”), and to any other terms we link to in this document that become applicable to you after you begin using the Bridge Services.
IN ADDITION TO THIS AGREEMENT, CERTAIN DISCLOSURES APPLY TO YOUR USE OF THE BRIDGE SERVICES. YOUR AGREEMENT TO THE TERMS OF THIS AGREEMENT INCLUDES YOUR ACKNOWLEDGEMENT OF AND AGREEMENT TO THOSE DISCLOSURES, WHICH CAN BE FOUND IN THE EXHIBITS TO THIS AGREEMENT.
IMPORTANT: You agree to receive all communications from us and from our Financial Partners electronically. This means you cannot contact us about the Bridge Services by telephone or by regular mail. For more details about our E-Sign Policy, read Section 7.2.
1. Bridge Account Eligibility; Security.
1.1. Instead of offering the Bridge Services directly to the public, we do business through companies who want to offer their customers the ability to buy and sell Stablecoins through their website or mobile application (“Partners”). To do so, our Partners integrate their services (the “Partner Services”) with the Bridge Services and brand the Bridge Services with their name and logo. This means you need to have a valid account with a Partner (a “Partner Account”) if you want to open a Bridge Account.
1.2. To be eligible to apply for and use a Bridge Account, you must: (a) be at least 18 years old, (b) have the legal capacity to agree to these terms; and (c) have an active Partner Account. If you are opening a Bridge Account for a Business User, you warrant and represent to us that: (i) you are authorized by the Business User to open a Bridge Account, (ii) you are an executive officer of the Business User; or (iii) your position permits you to make important decisions for the Business User. If you are a Business User, you may only use the Bridge Services for commercial purposes.
1.3. We cannot provide a Bridge Account to you if you live in or do business in a state or country where we or our Financial Partners do not provide the Bridge Services (“Restricted Locations”). We can add or remove Restricted Locations from the list at any time without notifying you. We also comply with all applicable sanctions laws, so we are unable to provide the Bridges Services to you if you live in a country, or you are on a list of persons banned by any governmental authority with jurisdiction over you, Bridge and/or Bridge’s affiliates (including (without limitation) the United States Office of Foreign Assets Control, the UN Security Council, Her Majesty’s Treasury and the UK’s Office of Financial Sanctions Implementation and Department of International Trade) from doing business with person or companies relevant to these terms.
1.4. We need certain Personal Data from you to verify your identity, to process your Bridge Account application, and to provide the Bridge Services to you. Your Partner may share your Personal Data with us with your permission, or we may collect it from you directly. Personal Data may include your name, email address, residential address, phone number, date of birth, and taxpayer identification number, copies of your passport, driver’s license, military identification card or other government-issued photo identification; bank account statements; cryptocurrency wallet addresses you control, the purpose of your use of the Bridge Services, the source of funds you use to buy or sell Stablecoins, and related information we request. We may keep records of your Personal Data if required by a Financial Partners or by applicable law. The Personal Data you provide must always be accurate, complete and up to date.
1.5. You will only be able to access your Bridge Account using the username and password associated with your Partner Account (your “Login Credentials”). We are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your Login Credentials, your Partner Account, or your Bridge Account. We do not have access to your Partner Account, and we cannot retrieve or change your Login Credentials. Contact the Partner immediately if you become aware of or suspect any unauthorized access to your Partner Account.
1.6 NEITHER WE NOR OUR FINANCIAL PARTNERS ARE LIABLE FOR ANY UNAUTHORIZED ACCESS OR ACTIVITY TO YOUR BRIDGE ACCOUNT. We will treat any unauthorized access or activity as potentially fraudulent, and you must notify the Partner within 24 hours if you become aware of or suspect potentially fraudulent activity. When you notify the Partner of potentially fraudulent activity, we and the Partner will temporarily restrict access to your Bridge Account, suspend any pending Orders or withdrawals, require you to change your Login Credentials, and any other reasonable steps to protect your Bridge Account. You must also (a) promptly report any potentially fraudulent activity to legal authorities; (b) provide the Partner with a copy of any report prepared by such legal authorities; (c) cooperate fully with the legal authorities, Partner and Bridge in the investigation; (d) complete any required affidavits promptly, accurately and thoroughly; and (e) allow Bridge, the Partner, or any third party designated by us access to your mobile device, computer, and network if relevant to the investigation.
2. Connected Accounts and Wallets.
2.1. When you submit instructions to buy and sell Stablecoins from or to Bridge (“Orders”), you are giving us your permission to carry out those Orders as your agent. To process Orders, you must provide at least one bank account to fund purchase Orders and to receive the proceeds of sale Orders (your “Connected Account”), and/or at least one cryptocurrency wallet address (your “Cryptocurrency Wallet”) to receive the Stablecoins you purchase, as applicable. Your Connected Account and/or your Cryptocurrency Wallet must be under your sole ownership or control, and we have the right to suspend Orders if we suspect that you do not own or control your Connected Account or your Cryptocurrency Wallet. We may ask you for information about the financial institution or other provider of your Cryptocurrency Wallet and your Connected Account. If your Cryptocurrency Wallet is not provided to you by a regulated financial institution (a “Self-Directed Wallet”), we may ask you for more information about the Self-Directed Wallet and your Orders may be delayed or even blocked. We reserve the right to cancel or reverse purchase Orders if you use a Self-Directed Wallet or if our Financial Partners require us to do so. You authorize us to share Personal Data and Order information with our Financial Partners and with the financial institution providers of your Connected Account and/or Cryptocurrency Wallet.
2.2. As part of our legal compliance program (“AML/CTF Compliance Program”), we will monitor use of your Cryptocurrency Wallet, and review your Personal Data on an ongoing basis to prevent financial crimes pursuant to the policies and procedures of our Financial Partners.
2.3. You are solely responsible for monitoring your Connected Account and Cryptocurrency Wallet for unauthorized or suspicious activity, and we are not liable to you if you lose your funds due to unauthorized activity. To protect your Connected Account and Cryptocurrency Wallet from unauthorized activity, you must: (a) review your Order history on an ongoing basis; (b) immediately review Order receipts, confirmations and notices we send you through your Partner Account or to the email address associated with your Partner Account; and (c) verify you received an Order confirmation, and (d) notify the Partner within 24 hours of the Order if you do not receive an Order confirmation.
3. Bridge Account Suspension and Termination.
3.1. You may close your Bridge Account at any time and for any reason unless we, our Financial Partners or your Partner suspect that you are closing your Bridge Account to avoid law enforcement or otherwise avoid an investigation. Closing your Bridge Account will not affect the rights we owe to you or the obligations you have to us before closure. We will complete any active Orders by transferring Fiat Currency to your Connected Account and Stablecoins to your Cryptocurrency Wallet before closing your Bridge Account.
3.2. We may immediately reject transactions to or from, suspend or terminate, your Bridge Account and/or freeze any funds in the possession of our Financial Partners without prior notice if: (a) we suspect you have violated these terms, our AML/CTF Compliance Program, or any applicable laws or regulations; (b) we are required to do so by applicable law, a Financial Partner or by any valid order we receive from law enforcement officials; (c) we, a Financial Partner or your Partner suspect any suspicious or unauthorized activity or any actual or attempted unauthorized access to your Partner Account or Login Credentials; (d) Your Partner Account has been suspended or terminated or you no longer have access to your Partner Account; (e) you no longer reside in a jurisdiction where we or our Financial Partners are authorized to provide the Bridge Services; (f) you do not connect at least one Connected Account with your Bridge Account, and (g) you have not processed any Orders or you have not accessed your Bridge Account for more than 1 year. We will notify you through your Partner Account or via email if we suspend or terminate your Bridge Account.
4. Supported Stablecoins and Digital Assets. In addition to Fiat Currency, we may permit you to purchase Stablecoins with other Digital Assets. “Digital Assets” means any Stablecoin, Cryptocurrency, virtual currency, digital currency, digital asset, digital commodity or other digital token that is a digital representation of value compatible with a cryptographic protocol of a computer network that can be digitally traded; and “Cryptocurrency” means a Digital Asset that functions as: (1) a medium of exchange; (2) a unit of account; or (3) a store of value, but does not have legal tender status and is not issued or guaranteed by any government. The computer networks used to exchange Digital Assets are called “Blockchains”. We may also permit you to buy Stablecoins that are compatible with one or more cryptographic protocols. A list of Digital Assets and Stablecoins we support are available via your Partner Account. We do not support the purchase of any Digital Assets that are not Stablecoins. We may remove a Digital Asset or Stablecoin due to changes in the characteristics or regulatory classification of the asset, or for any other reason at any time. We may, at any time, delist a Stablecoin. If we delist a Stablecoin while an Order is in process, we will reverse your Order and return the funds you used to pay for the Order to your Connected Account or to your Cryptocurrency Wallet, as applicable. If you send funds to Bridge that are not supported, these funds will be lost. Bridge has no responsibility or liability with respect to these funds.
5. Blockchain Control; Forks; Risks of Buying and Selling Stablecoins.
5.1. You acknowledge and agree that we do not operate, own, or control any Blockchains. By their nature, Blockchains use open-source software that anyone can use, copy, modify, and distribute. Neither we nor our Financial Partners or your Partner are responsible for the operation of any Blockchains that are compatible with the Stablecoins and Digital Assets we support, and we do not guarantee (or provide any assurances as to) the functionality, security, or availability of any Blockchains. Some of the financial institutions that issue Stablecoins on various Blockchains (“Issuers”) include software code that they can use to block the transfer of Stablecoins if the Issuer suspects illegal activity or pursuant to a request from law enforcement. You acknowledge and agree that we have no control over the software code of any of the Stablecoins we support, and you are purchasing Stablecoins at your own risk.
5.2. Blockchains are subject to sudden changes in operating rules, and third parties may from time to time create a copy of a Blockchain and implement changes in operating rules or other features (“Forks”) that may result in more than one version of a Blockchain (each, a “Forked Blockchain”) and more than one version of a Stablecoin (“Forked Stablecoins”) or Digital Asset (“Forked Asset”). You acknowledge and agree that our ability to support Forked Stablecoins or accept Forked Assets resulting from a Forked Network is completely outside our control. Forks may materially affect the value and function of the Stablecoins you purchase from or sell to us and depends entirely on the Issuer of the Forked Stablecoin. In the event of a Fork, we may temporarily suspend any Orders in process at the time of the Fork with or without notice to you while we determine the effects of the Fork on the functionality of the Bridge Services. Issuers will almost certainly not support Forked versions of the Stablecoins they issue, and you may not be permitted to redeem Forked Stablecoins for Fiat Currency. Attempts to Fork a Blockchain may also result in complete or partial failure of the Blockchain’s functionality, and the Stablecoins and Digital Assets you own that are supported by the Blockchain may become worthless.
YOU ACKNOWLEDGE AND AGREE THAT WE MAY CHOOSE NOT TO SUPPORT FORKED BLOCKCHAINS, AND YOU HAVE NO RIGHT, CLAIM, OR OTHER PRIVILEGE TO FORKED STABLECOINS ON A FORKED NETWORK WE DO NOT SUPPORT, EVEN IN THE RARE EVENT AN ISSUER SUPPORTS THE FORK. YOU ACKNOWLEDGE AND AGREE THAT WE MAY ABANDON OR CHOOSE NOT TO SUPPORT FORKED BLOCKCHAINS AS PART OF THE BRIDGE SERVICES, AND WE AND OUR FINANCIAL PARTNERS ARE UNLIKELY TO SUPPORT MOST FORKED BLOCKCHAINS. IF YOU USE A DIGITAL ASSET THAT HAS BEEN FORKED TO BUY STABLECOINS FROM US, WE RESERVE THE RIGHT TO CANCEL YOUR ORDER, AND WE MAY NOT BE ABLE TO RETURN YOUR FUNDS IN THE EVENT OF A FAILED FORK.
5.3. THERE ARE MANY RISKS ASSOCIATED WITH BUYING AND SELLING STABLECOINS. WE HAVE DESCRIBED THESE RISKS IN OUR STABLECOIN RISK DISCLOSURE AVAILABLE IN EXHIBIT B TO THIS AGREEMENT. THE STABLECOIN RISK DISCLOSURE IS INCLUDED IN THESE TERMS, AND BY USING THE BRIDGE SERVICES, YOU ARE INDICATING TO US THAT YOU HAVE READ AND UNDERSTOOD THESE RISKS.
6. Orders.
6.1. Placing Orders. You can only place Orders through your Partner Account using your Login Credentials. If we receive an Order from you, we will assume you intended for us to execute the Order. Once we commence processing your Order no refunds will be given. All purchase Orders require full payment in cleared funds at the time we fill your Order (including, without limitation, payment of Bridge’s Fees). You must not place an Order to purchase Stablecoins with Fiat Currency if you don’t have enough funds in your Connected Account. We will not process Orders to purchase Stablecoins with Digital Assets or other Stablecoins before we or our Financial Partners receive the Digital Assets or Stablecoins from you. We do not guarantee (or provide any assurances) that we will fill your Order, and we reserve the right to cancel any Order or part of an Order for any reason, including if the Order: (a) was placed during a scheduled or unscheduled downtime of Bridge or our Financial Partners; (b) violates these terms or a Financial Partner Agreement; or (c) is non-marketable.
6.2. Source of Funds; Destination of Proceeds; Order Limits. We only authorize Orders using funds in a Connected Account or Cryptocurrency Wallet you control. You must not use funds that do not belong to you to place Orders, and that you cannot place Orders on behalf of a third party. Each time you place an Order, you are warranting and representing that all you own the funds used by you to execute an Order, and that the funds are not the direct or indirect proceeds of any criminal or fraudulent activity. When we receive funds (Fiat Currency or Stablecoins) for your Order, title to those funds transfers to Bridge upon receipt. When we send to you proceeds (Fiat Currency or Stablecoins) from your Order, title to those funds transfer to you upon your receipt of those funds. Any proceeds from the sale of Stablecoins will be transferred to your Connected Account or to your Cryptocurrency Wallet, and you will not have the option to transfer proceeds to any other bank account, including a bank account that you own. Neither Bridge nor our Financial Partners will hold any sale proceeds on your behalf. We may limit the amount and frequency of your Orders (in EUR terms, or other currency as designated in your Order) in a given time period. These limits may depend on when you opened your Bridge Account, the Personal Data you provided us, and a variety of other risk factors.
6.3. Order Receipts and Order History. When we fill your Order, the Partner will send you a confirmation (the “Order Receipt”) on our behalf through your Partner Account or to the email address associated with your Partner Account or we will send one directly to that email address. We may choose without prior notice to you, to periodically consolidate multiple Orders into a single Order Receipt. You may request your Order history by emailing support@bridge.xyz. We maintain records of all Orders for a period of seven years or as otherwise required by applicable law.
6.4. Right to Offset. If you fail to provide sufficient funds at the time we fill your Order, we reserve the right to cancel, reverse or fill the Order in whole or in part. You agree to be responsible for the costs of any such action we take, including gas and exchange fees. You will also be responsible for such costs if you cancel your transaction prior to processing and we return funds to you. If your failure to provide sufficient funds or a return results in an amount due and owing by you to us (a “Negative Balance”), we have the right to: (a) charge a reasonable rate of interest on the Negative Balance; (b) offset any Negative Balance and any accrued interest and other losses by debiting funds from your Connected Account in the amount of the Negative Balance; and (c) offset any Negative Balance against amounts we owe you for Stablecoins we purchase from you, Stablecoins you have purchased from us, or funds you have requested to be returned.
6.5. Cancellations; Errors. You may not cancel an Order after we have commenced processing it. If you cancel your Order and you have not provided sufficient information in order for us to return your funds, we will hold your funds as required by law. You are solely responsible for reviewing your Order Receipts for accuracy and for monitoring your Order History for any errors or any potentially fraudulent activity. If you do not receive an Order Receipt or an Order cancellation notice, or if the Order Receipt is inaccurate, you must notify your Partner within 24 hours of placing the Order or receiving the Order Receipt. You hereby waive your right to dispute an Order unless you notify the Partner of any objections within 24 hours the applicable Order Receipt was sent to you. We reserve the right, but we have no obligation, to declare an Order null and void that we consider to be erroneous (each, an “Erroneous Order”). You are responsible for ensuring that you submit the appropriate Order type you place an Order to buy or sell Stablecoins, and that a simple assertion by you that you made a mistake in entering an Order, or that you failed to pay attention to or update an Order, will not be sufficient to establish it as an Erroneous Order. If we determine that a given Order is an Erroneous Order, we may declare it null and void, in whole and in part, even if you do not agree to cancel or modify it, in which case you will return the Stablecoins or funds you received in the Erroneous Order. If you place an Erroneous Order and such Erroneous Order is equal to EUR 5 or less, you relinquish your claim to any funds you have sent to us with respect to such Erroneous Order and title to such funds transfers to Bridge upon receipt.
6.6. Downtime. We will use commercially reasonable efforts to provide the Bridge Services in a reliable and secure manner. You acknowledge and agree that from time to time, interruptions, errors, delays, or other deficiencies in providing the Bridge Services may occur due to downtime of the Partner Services, and a variety of other factors outside our control, and some of which may require or result in scheduled maintenance or unscheduled downtime of the Bridge Services (collectively, “Downtime”). Part or all of the Bridge Services may be unavailable during any Downtime, and we are not liable or responsible to you for any inconvenience or losses you incur as a result of Downtime.
6.7 Compliance with Law. We reserve the right to refuse to process, or to cancel, correct, clawback, or reverse, any purchase, sale or transfer, in our sole discretion, even after funds have been debited from your account(s), in response to a subpoena, court order, or other government order; or if we suspect the transaction may: involve money laundering, terrorist financing, fraud, or any other type of financial crime or other illegal activity; be erroneous or violate the prohibited activities set forth in Exhibit C to this Agreement. In such instances, we will reverse the transaction and we are under no obligation to reinstate a purchase or sale order at the same price or on the same terms as the cancelled transaction.
7. General Terms.
7.1. Fees. You can access the fees charged for Orders on our website here: Fee Disclosures (“Fees”). These Fees are subject to change, and you are solely responsible for reviewing the applicable fee schedule prior to placing an Order. Placement of an Order by you means you accept the Fees published at the time you place the Order.
7.2. E-sign and Electronic Communications Consent.
7.2.1. We or the Partner will send all notices and communications related to the Bridge Services and this Agreement with you (“Communications”) through your Partner Account to the email address associated with your Partner Account. To ensure that you receive all of our Communications, you must keep your email address up-to-date and immediately notify the Partner if there are any changes. Delivery of any Communications by us to the email address associated with your Partner Account is considered valid. If any email Communication is returned as undeliverable, we retain the right to block access to your Bridge Account until you provide and confirm a new and valid email address.
7.2.1. Hardware and Software Requirements. To access and retain electronic Communications, you will need the following computer hardware and software: (a) a device with an Internet connection; (b) a current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled; (c) a valid email address (your primary email address on file with Company); and (iv) sufficient storage space to save past Communications or an installed printer to print them.
7.2.2. How to change your Communications Preferences. You may change your preference to receive Communications electronically by contacting us at support@bridge.xyz. If you change your preference to receive Communications electronically, we reserve the right to charge you additional fees for paper copies.
7.3. Taxes. You acknowledge and agree that we do not provide tax or legal advice. We will report Orders and the proceeds from Orders to the Internal Revenue Service to the extent and manner required by applicable law.
7.4. Intellectual Property; Bridge Materials; Feedback. The text, graphics, images, logos, button icons, photographs, editorial content, notices, software and other materials we provide you, including the manner in which we arrange or present them to you (the “Bridge Materials”) are protected under both the by intellectual property laws. The Bridge Materials belong to us or are licensed to Bridge by our partners. We grant you a non-transferrable, non-sublicensable and revocable right to view and use the Bridge Materials, but we or our partners retain ownership of the Bridge Materials at all times. You may download or print a copy of the Bridge Materials for personal, non-commercial use only. Any distribution, reprint or electronic reproduction of any Bridge Materials in whole or in part for any other purpose is expressly prohibited without our prior written consent. You agree not to use, nor permit any third party to use, the Bridge Materials in a manner that violates any applicable law or these terms. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Bridge Services (“Feedback”), then you hereby grant Bridge an unrestricted, perpetual, irrevocable, non-exclusive, fully paid up, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Bridge Services and to create other products and services.
7.5. Remedies for Breach. If you or any of your authorized user breaches any of your representations, warranties, agreements or covenants set forth in these terms, give us inaccurate or incomplete information for any reason, or otherwise fail to comply with any other requirements of these terms or any of our or our Financial Partner’s policies, we will have the right to suspend or terminate your Bridge Account and this Agreement with you. You will be liable for all losses we, our affiliates and our Financial Partners incur that result from any such breach. We have sole discretion over what actions, if any, it takes in the event of such breach and may take such action without prior notice to you. If a breach by you or your authorized users involves participation by other parties with your Bridge Accounts, you and such parties will be jointly and severally liable for all resulting damages to Bridge and our affiliates. The enumeration in these terms of specific remedies will not be exclusive of any other remedies that may be available to us at law or in equity. Any delay or failure by us to exercise any right, power, remedy or privilege in these terms, or that exist now or in the future under any applicable laws (collectively, “Legal Rights”) will not be construed to be a waiver of those Legal Rights, nor to limit the exercise of such Legal Rights, nor will it preclude the further exercise those Legal Rights.
7.6. INDEMNIFICATION. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS BRIDGE, OUR FINANCIAL PARTNERS, AND OUR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, INDEPENDENT CONTRACTORS, EMPLOYEES, AND AGENTS (THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ALL LOSSES, LIABILITIES, ATTORNEYS’ FEES, AND ALL RELATED EXPENSES (“LOSSES”), WHETHER IN TORT, CONTRACT, OR OTHERWISE, THAT ARISE OUT OF, RELATE TO, OR ARE ATTRIBUTABLE, IN WHOLE OR IN PART, TO A CLAIM, SUITS, OR PROCEEDINGS, BROUGHT BY A THIRD PARTY AGAINST AN INDEMNIFIED PARTY RELATED TO YOUR BREACH OF THESE TERMS OR ANY ACTIVITY BY YOU RELATED TO YOUR USE OF THE BRIDGE SERVICES.
7.7. NO WARRANTY; LIMITATION OF LIABILITY.
7.7.1. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE BRIDGE SERVICES ARE PROVIDED BY BRIDGE, OUR FINANCIAL PARTNERS, AFFILIATES AND SERVICE PROVIDERS ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER IMPLIED WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT THERE IS NO WARRANTY THAT ANY OF THE BRIDGE SERVICES, OR ANY DATA OR OTHER INFORMATION PROVIDED TO YOU BY BRIDGE OR ITS AFFILIATES OR THROUGH THE PARTNER SERVICES WILL FULFILL ANY PARTICULAR PURPOSES OR NEEDS. YOU ACKNOWLEDGE AND AGREE THAT THERE IS NO WARRANTY THAT THE BRIDGE SERVICES WILL BE ERROR FREE, UNINTERRUPTED, TIMELY, RELIABLE, COMPLETE OR ACCURATE.
7.7.2. None of Bridge, our Financial Partners, or our affiliates, nor any of their respective officers, directors, managers, partners, employees or independent agents or contractors will be liable to you or any of your authorized users for any losses arising out of, related to or resulting from any activities conducted through your Bridge Account, Orders you place for the sale or purchase of Stablecoins, directing the transfer of funds to Bridge or to a Cryptocurrency Wallet provided by our Financial Partners, and any other uses of the Bridge Services, except to the extent and only to the extent that your losses are actual and have been finally determined by a court of competent jurisdiction or arbitration panel to have resulted solely from the intentional misconduct or fraud of Bridge, our Financial Partners, our affiliates, and any of their respective officers, directors, managers, partners, employees or independent agents or contractors. You will not be held liable for such actual losses that have been finally determined to have resulted solely from the intentional misconduct or fraud of Bridge, our Financial Partners, or our affiliates, nor any of their respective officers, directors, managers, partners, employees or independent agents or contractors. Further, none of Bridge, our Financial Partners, or our affiliates, nor any of their respective officers, directors, managers, partners, employees or independent agents or contractors will have responsibility for losses or have any other liability to you (a) arising out of or resulting from any actions or inactions or performance of services by any third party or actions of other participants in the markets with respect to your Bridge Account or the activities conducted through your Bridge Account or (b) arising out of or resulting from system failures, outages, unauthorized access to the Bridge Account, conversion of property, errors of any kind, government actions, force majeure events, trading suspensions, or any other causes over which Bridge does not have direct control. Further, none of Bridge, our Financial Partners, or our affiliates, nor any of their respective officers, directors, managers, partners, employees or independent agents or contractors will be liable for any indirect, special, incidental, punitive, consequential or exemplary damages or any other losses that are not direct damages, which includes trading losses, lost profits, loss of revenues, wasted expenditure, loss or corruption of data, and other lost business opportunities relating to sending Orders to Bridge, directing the transfer of funds to Bridge or its Financial Partners, storing Stablecoins in a Cryptocurrency Wallet provided by a Financial Partner and your use of the Bridge Services.
7.7.3 Notwithstanding anything to the contrary in this Agreement, neither party limits its liability in respect to: (A) claims involving fraud or fraudulent misrepresentation; (B) liability for death or personal injury caused by a party’s negligence; and (C) any other losses, costs, liabilities or expenses which cannot be excluded or limited by operation of applicable law.
7.7.4 Subject to Sections 7.7.1 and 7.7.3, Bridge’s total liability to you in any calendar year arising out of or in connection to this Agreement shall not exceed 100% of the Fees paid by you to Bridge in respect of such calendar year.
The no warranty provisions and limitation of liability set forth in this Section 7.7 are fundamental elements of the basis of the bargain between Bridge and you.
7.8. Dispute Resolution; Arbitration.
7.8.1. This Section 7.8 constitutes your agreement to arbitrate (“Arbitration Agreement”) any dispute arising out of or in connection with these terms and your relationship with us (including, without limitation, any question regarding their existence, validity, scope or termination) (each a “Claim”). This includes Claims made by us against you, by you or anyone connected to you against us or any of our affiliates, agents, employees, predecessors, successors, or assignees.
7.8.2. If any Claim arises between the Parties, the parties agree first to attempt to settle it by mediation in accordance with the Center for Dispute Resolution (“CEDR”) Model Mediation Procedure. The following terms shall apply in respect of such mediation: (A) to initiate a mediation, a party must give notice in writing to the other party/parties to the Claim requesting a mediation (“ADR Notice”), with a copy of the ADR Notice to be sent to CEDR; (B) the mediation shall be held in London and shall be conducted by a single mediator appointed by the parties or, if the parties fail to agree on the identity of the mediator within 10 (ten) days of the ADR Notice, by a mediator appointed by the CEDR; and (C) both parties shall fully and promptly co-operate with the mediator and CEDR and do all such acts and sign all such documents reasonably required to give effect to the mediation. If the parties are unable to achieve a mutually agreeable resolution of the dispute through mediation within 60 days after the appointment of the mediator, the parties hereby agree to terminate the mediation procedure, and the party bringing the Claim may submit its Claim to binding arbitration as described below. Notwithstanding the foregoing, either party may file a request for arbitration at any time to comply with any statute of limitation or timing requirements to preserve its Claim, and in such cases, the parties agree that the arbitration shall be stayed temporarily to allow them to attempt to settle the Claim by mediation as provided in this Section 7.8.2, with the stay being lifted upon the earlier of (i) either party giving one week’s written notice to the other to bring the stay to an end or (ii) 60 days from the appointment of the mediator.
7.8.3. Subject to Section 7.8.2, any Claim shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration (“LCIA”) (with such rules being incorporated by reference into this Arbitration Agreement). The number of arbitrators shall be one, with the arbitrator to be appointed by the LCIA. The seat, or legal place, of the arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English and the award shall be in English. The governing law of this Arbitration Agreement shall be the law of England and Wales.
7.8.4. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. While an arbitrator may award declaratory or injunctive relief, the arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s Claim(s). The arbitrator’s decision and judgment criteria will not have a precedential or collateral estoppel effect on Claims asserted by any individual or entity who was not party to the arbitration. If any provision of this Arbitration Agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced. If an arbitrator to which a Claim is referred under this Arbitration Agreement decides that they do not have jurisdiction to hear a particular Claim for relief, then that Claim (and only that Claim) must be severed from the arbitration and may be brought in the Courts of England & Wales. The arbitrator alone will have the authority to interpret the scope and enforceability of this Arbitration Agreement.
7.9. Governing Law and Venue. These terms and your access to and use of the Bridge Services will be governed by and construed and enforced in accordance with the laws of England and Wales, without regard to conflict of law rules or principles (whether of England and Wales or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Subject to the Arbitration Agreement in section 7.8, the Courts of England and Wales shall have exclusive jurisdiction to hear any Claim.
7.10. Regulation. You acknowledge and agree that Bridge is registered with the Polish Financial Supervision Authority as a licensed VASP (“VASP”). As a licensed VASP, Bridge is subject to various laws and regulations imposed upon financial institutions to implement policies and procedures reasonably designed to detect and prevent money laundering and terrorist financing. You acknowledge and agree that your access to and use of your Bridge Services is subject to compliance with Bridge’s AML/CTF Compliance Program. You acknowledge and agree that any funds we or our Financial Partners hold while processing an Order for you are not protected by a regulated insurance scheme for the protection of deposits offered by a regulated entity in a particular jurisdiction or any other insurance.
7.11. Compliance with Applicable Laws. Orders are subject to applicable laws, regulations, and rules of federal and state governmental and regulatory authorities (collectively, “Applicable Laws”). You understand that compliance with Applicable Laws may include compliance with any guidance or direction of any regulatory authority or government agency, any writ of attachment, lien, levy, subpoena, warrant, or other legal order (collectively, “Legal Orders”). In no event will we be obligated to affect any Order that we believe would violate any Applicable Law. You acknowledge and agree that we are not responsible for any losses, whether direct or indirect, that you may incur as a result of our efforts to comply with any Applicable Law, including any Legal Order.
7.12. RESERVED
7.13. Force Majeure. We are not be liable for delays, failure in performance or interruption of service that result directly or indirectly from significant market volatility, acts of God, acts of civil or military authorities, acts of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failures of equipment or software, pandemics, other catastrophe or any other occurrence that is beyond our reasonable control.
7.15. Survival. All provisions pertaining to suspension, termination, or cancellation of the Bridge Services, debts owed to Bridge, disputes with Bridge and general provisions, and all other provisions of these terms which by their nature extend beyond the expiration or termination of these terms survive the termination or expiration of these terms.
7.16. Entire Agreement and interpretation. These terms, our Privacy Policy, and all other terms incorporated into these terms comprise the entire understanding and agreement between you and Bridge as to the subject matter of these terms, and supersede any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of these terms), between you and Bridge. Section headings in these terms are for convenience only and will not govern the meaning or interpretation of any provision of these terms. Any reference to any federal, state or foreign law, or to any of the rules or regulations of any regulatory or self-regulatory organization shall refer to the most current version of such law, rule or regulation at the time such law, rule or regulations is referenced to or otherwise becomes relevant (either at the signing of this Agreement or at any time thereafter during the term of this Agreement). Each of the Exhibits to this Agreement shall have effect as if set out in the Agreement.
7.17. Assignment. We reserve the right to assign our rights without restriction to any Bridge Affiliate, any successor in interest of any business associated with the Bridge Services, or to any other person in our sole discretion. If Bridge is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the Personal Data we have collected from you as part of such merger, acquisition, sale, or other change of control. You may not assign any rights or licenses granted under these terms. Any attempted transfer or assignment by you in violation of this Section 7.17 will be null and void.
7.18. Severability. If any provision of these terms is determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, 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 or enforceability of any other provision of these terms will not be affected.
7.19. Non-Waiver of Rights. These terms may not be construed to waive rights that cannot be waived under Applicable Law, including applicable state money transmission laws in the state where you are located. In addition, our failure to insist upon or enforce strict performance by you of any provision of these terms or to exercise any right under these terms will not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision or right in that or any other instance.
7.20. Modifications to these Terms. We reserve the right to make changes to these terms and to the Bridge Services at any time. If we make changes, our Partner will post the amended terms in your Partner Account. We may also notify you by sending an email to the address on file in your Partner Account. Unless we say otherwise in our notice, the amended terms will be effective immediately and will apply to any pending Orders or any then-current and subsequent uses of your Bridge Account. You are responsible for reviewing these terms each time you access or use the Bridge Services. Your continued access to and use of your Bridge Account after we provide notice to you means you have consented to the changes. If you do not agree to the changes, you must close your Bridge Account immediately.
7.21 Data Protection. In respect of any personal data processed under the Agreement, the parties agree that they shall each comply with their respective obligations under the EU GDPR and any implementing or supplementing legislation, or any statutory instrument, order, rule or regulation made thereunder and all applicable laws in any jurisdiction relating to the processing of Personal Data and privacy (“Data Protection Laws”) including, without limitation, ensuring they have provided privacy notices to, and obtaining any consent required by law from, all individuals to whom the relevant personal data relates in respect of all processing undertaken by that party (including any disclosure to the other party). Each party shall also ensure that it has satisfied an applicable statutory ground under the Data Protection Laws permitting it to transfer any applicable personal data to the other party.
7.25 E-Signatures and Counterparts: Unless applicable law requires otherwise, the Agreement will be executed using electronic methods. They may also be executed in one or more counterparts. Each counterpart will constitute an original and together they will constitute a single agreement. If an effective date is not stated within the Agreement it will come into effect on the date that you confirm agreement to it.
Exhibit A
Stablecoin Risk Disclosures
There are several risks associated with buying and selling Stablecoins. By accessing and using the Bridge Services, you are promising us that you have read and understand the following Stablecoin Risk Disclosures.
1. Unique Features of Stablecoins. Stablecoins are currently not legal tender in many jurisdictions including, without limitation, the United States, the United Kingdom and Poland.
2. Stability, Valuation, and Liquidity. The price of Stablecoins is based on the reputation of the Issuer, the financial institution and the jurisdiction where the Issuer stores the Fiat Currency associated with the Stablecoin, the stability of the Blockchain on which the Stablecoins are issued, the laws that apply to Stablecoins and many other factors. Some Stablecoins may lose all of their value, or you may be unable to redeem Stablecoins for Fiat Currency as a result of one or a combination of these factors.
3. Cybersecurity. The cybersecurity risks of Stablecoins and related Cryptocurrency Wallets include hacking vulnerabilities and a risk that Blockchains may not be immutable. A cybersecurity event could result in a substantial, immediate and irreversible loss of your Stablecoins. Even a minor cybersecurity event in a Stablecoin is likely to result in a loss of value or ability to redeem a Stablecoin.
4. Stablecoin Issuers, Intermediaries and Custodians. Regulation of Stablecoins is constantly evolving. A lack of regulatory oversight creates a risk that an Issuer may not hold enough Fiat Currency to satisfy its obligations to redeem Stablecoins, and that such deficiency may not be easily identified or discovered. In addition, many Issuers and their service providers have experienced significant outages, downtime and processing delays, and may have a higher level of operational risk than traditional financial institutions.
5. Regulatory Landscape. Stablecoins currently face an uncertain regulatory landscape. In the United States, Stablecoins are subject to limited federal oversight, and state regulations that apply to Stablecoins vary from state to state and may be inconsistently applied. In addition, Stablecoins may be regulated by additional federal regulators in the future. Such laws and regulations may impact the price of Stablecoins and their acceptance by users, merchants and service providers.
6. Technology. The relatively new and rapidly evolving technology underlying Stablecoins introduces unique risks. For example, a unique private key is required to access, use or transfer a Stablecoin on a Blockchain. The loss, theft or destruction of a private key may result in an irreversible loss.
Exhibit B
Prohibited Activities
You will not use the Bridge Services to undertake or enable by you or any third party (the “Prohibited Activities List”): unlawful or abusive activity, fraud, unlawful gambling, intellectual property infringement, investment or credit services, check cashing, bail bonds, collections agencies, counterfeit or unauthorized goods, drugs and drug paraphernalia (including pseudo pharmaceuticals), substances designed to mimic illegal drugs, adult content and services, multi-level marketing, unfair, predatory or deceptive practices, money services, money transmission, digital asset exchange on behalf of third parties, and any business that Bridge believes poses elevated financial risk, legal liability, or violate card network rules or bank policies. Bridge may update this Prohibited Activities List at any time upon notice to you.
Exhibit C
Financial Partner Agreements
Bridge Ventures Inc