ShredPay Terms of Service

EFFECTIVE DATE: January 1, 2026

These Terms of Service (“Agreement”) are between, as applicable, ShredPay, Markets, LLC (“ShredPay Markets”), ShredPay Research, LLC (“ShredPay Research”) and ShredPay Liquid, LLC (“ShredPay Liquid”) (collectively, “ShredPay”, “we”, “us”, or “our”) and you, the individual (“you”, “your” or “User”). Certain Services may be provided or otherwise involve these ShredPay entities and/or other companies in our corporate group (“Affiliates”) and/or third-party partners and vendors. You authorize ShredPay to share any of your information with Affiliates and third-party partners and vendors for the purpose of carrying out certain Services that you request. For more information about how we share your information, please see our Privacy Policy

THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT THAT REQUIRES ANY DISPUTES BETWEEN YOU AND SHREDPAY TO BE SUBMITTED TO ARBITRATION. SUCH CLAIMS INCLUDE, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THESE TERMS AND CONDITIONS, INCLUDING THE MANDATORY ARBITRATION PROVISION IN SECTION 22, INCORPORATED HEREIN BY REFERENCE, DO NOT REGISTER AN ACCOUNT OR ACCESS OR USE THE SERVICES.

1. APPLICABILITY

This Agreement applies to an individual’s use of the following ShredPay products and services (“Services”), which will be offered through the ShredPay.xyzarrow-up-right website, through any mobile or desktop applications that we may offer, or through API connections.

2. DEFINITIONS

  1. “Account” or means an account in a User’s name identified by ShredPay for the benefit of such a customer for use in connection with the Services.

  2. “Blockchain” means a decentralized, digital ledger that securely and transparently records, stores, and verifies data across a network of computers. Data is stored in chronological "blocks" that are linked together using cryptography, making them immutable and tamper-proof.

  3. “Confidential Information” includes information about the our business, including software and technology, product designs, product plans, pricing information, financial information, business opportunities, marketing plans, discounts, inventions, and know-how, to the extent disclosed to you in connection with your use of the Services, and all other information that you knew, or reasonably should have known, was Confidential Information. Confidential Information also includes trade secrets as defined under applicable law (which includes the Uniform Trade Secrets Act). Confidential Information does not include information that: (a) is independently developed; (b) is or becomes public knowledge through no breach of this Agreement; or (c) is received from a third party under circumstances that do not create a reasonable suspicion that such information has been misappropriated or improperly disclosed.

  4. “Decentralized cryptocurrency exchange” (”DEX”) means a peer-to-peer marketplace that allows Users to trade digital assets directly with one another. These platforms operate using self-executing smart contracts on a blockchain.

  5. “Decentralized Finance protocol” (“DeFi Protocol”) means a set of rules and software, typically using smart contracts on a public blockchain network, that offers financial services without the need for a central authority or intermediary like a bank. These protocols enable peer-to-peer (P2P) transactions.

  6. “Digital Asset” means any stablecoin, cryptocurrency, digital asset, NFT, tokenised asset, and virtual currency. Digital Asset does not include a derivative of a virtual currency, or a security, as defined under Applicable Law.

  7. “Fiat” or “fiat currency” means currency that is government-issued money. (e.g. the U.S. dollar.)

  8. “Smart contract” means a self-executing program stored on a blockchain that automatically enforces the terms of an agreement when predetermined conditions are met. They are written in code, and the blockchain network executes them, providing a secure, transparent, and irreversible way to automate transactions and processes.

3. OVERVIEW OF SHREDPAY SERVICES

  1. No Investment Advice. The use of ShredPay Services is self-directed. ShredPay will not provide investment or financial advice to you. You are solely responsible for determining whether any particular investment, transaction, or digital asset is appropriate for you. ShredPay has no responsibility for any such determination.

  2. No tax or legal advice. ShredPay does not provide tax or legal advice. You understand and agree that, unless required by Applicable Law, ShredPay will not, and is not required to, prepare or send to you any tax forms or reports related to your activity on or through ShredPay. You are solely responsible for reporting any taxable gains to the appropriate authority.

  3. No custody services. ShredPay does not provide fiat custody services, and it does not provide digital asset custody services.

  4. Education Content. ShredPay may provide educational information about Digital Assets in order to assist Users in learning more about such Digital Assets. Information may include, but is not limited to, blog posts, articles, links to third-party content, news feeds, tutorials, and videos. The information provided through ShredPay is educational only and does not constitute investment advice or an investment recommendation. ShredPay is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons.

  5. ShredPay Markets Services. ShredPay Markets offers the following services:

    1. Facilitates the ability for Users to purchase and sell Digital Assets for fiat currencies through the ShredPay web portal or mobile application utilizing our products or those of one of our partners. Money Transmission Services are provided through Bridge Building Inc. (NMLS # 2450917).

  6. ShredPay Research Services. ShredPay Research offers proprietary risk ratings of select third-party decentralized finance protocols (“ShredPay DeFi Risk Ratings”).

  7. ShredPay Liquid Services. ShredPay Liquid offers the following services:

    1. Facilitates the provision of a digital asset Non-Custodial Wallet (“ShredPay Wallet” as defined below) for use by the User on the ShredPay platform ;

    2. Facilitate the Users’ ability to deposit, withdraw, and store the Digital Assets in a ShredPay Wallet;

    3. Displays price quotes for Digital Assets through the ShredPay website or mobile application;

    4. Facilitates the technology to enable the User to buy Digital Assets with fiat;

    5. Facilitates the technology to enable the User to sell Digital Assets for fiat;

    6. Facilitates the technology to enable the User to swap or trade Digital Assets through a decentralized cryptocurrency exchange (“DEX”);

    7. Facilitates the ability for the User to deposit and withdraw Digital Assets to select third-party Decentralized Finance protocols at the direction of a User;

    8. Facilitates the collection and delivery (to User’s ShredPay Wallet) of yields earned by the User’s Digital Assets deposited into third-party Decentralized Finance protocols;

    9. Facilitates the ability to utilize Digital Assets for payments at the direction of a User; and

    10. Facilitates the ability for a User to direct ShredPay to send Digital Assets to any digital wallet of the User’s choosing.

  8. For a list of ShredPay sub-processors see the Privacy Policy

4. ELIGIBILITY

  1. GENERAL

    1. Individuals. To create a ShredPay Account you must be at least 18 years of age and reside in the United States and in a state that ShredPay serves. When you create an Account you confirm that you meet this age requirement as well as affirm that you have the capacity to enter into this Agreement and are not prohibited from doing so by any Applicable Law.

    2. Entities. To register an Account or use the Services, you must be an entity duly formed and legally authorized to operate in the United States (“Entity”). Individuals registering to use the ShredPay Services on behalf of a legal entity, represent and warrant that (i) such legal entity is duly organized and validly existing under the Applicable Laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf. You further represent and warrant that: (a) you are at least 18 years of age, (b) you have the power and authority necessary to enter this agreement, (c) entering this Agreement does not violate any other agreement to which you are a party, and (d) you have not previously been suspended or removed from using the Services. ShredPay is not responsible or liable for relying on the representations an Entity’s agents, employees, contractors, attorneys, financial advisors, or any other person ShredPay reasonably believes represents the Entity in the acceptance of this Agreement or in the acceptance of any other instruction or use of Services.

    3. Permitted U.S. Jurisdictions. If you are registering as an individual, you may only register an Account or use Services if you reside in a state, district or territory in which ShredPay is authorized to provide Services (“Permitted U.S. Jursidictions”). If you are registering as an entity, you may only register an Account or use Services if you are organized and operate in a state, district, or territory in a Permitted U.S. Jurisdiction.

    4. Restricted Jurisdictions. “Restricted Jurisdiction” means any country, U.S, state, district or territory not supported by ShredPay, in addition to any sanctioned country according to the up-to-date lists of the US Office of Foreign Assets Control (OFAC), the United Nations, the European Union and any EU Member State, HM Treasury (UK) or equivalent authority.

    5. Services and Your Location. Your registration of an Account indicates that you understand and agree that the Services made available to you may be limited depending on the jurisdiction from which you are accessing the Services, and ShredPay reserves the right to restrict the Services made available to you based on your location. You further understand and agree that the Services may be limited or terminated if you are located in or move to a jurisdiction that is not supported by ShredPay. ShredPay shall not be liable to you for any claims relating to the limitation of the Services based on your location or termination of Service resulting from your access of the Service from an unsupported jurisdiction. You shall hold ShredPay harmless for any actions taken by ShredPay resulting from your moving to a new jurisdiction or accessing the Services from an unsupported jurisdiction.

5. YOUR RELATIONSHIP WITH SHREDPAY

  1. Acceptance and Understanding of Agreement. When you create a ShredPay Account you are indicating that you have read, understood, and accepted all of the terms and conditions contained in this Agreement, as well as our Privacy Policy and Cookie Policy (collectively, “Supplemental Agreements”). These Supplemental Agreements are incorporated by reference to this Agreement. Your creation of an Account binds you to the terms of this Agreement and the Supplemental Agreements.

  2. Modification of the Agreement. ShredPay reserves the right to make changes to this Agreement and any Supplemental Agreement in our sole discretion. Unless specifically indicated otherwise, any change will take effect immediately when the revised Agreement is posted through one of our communication channels (such as our website or mobile or desktop applications, if applicable). While we will strive to provide you with advance notice of material changes to this Agreement (either through email or a notification on the ShredPay platform), advanced notification may not always be possible. It is your responsibility to regularly review this Agreement for updates because you will be bound by any updated terms regardless of whether you receive advance notice of an update from ShredPay. Your use of the Services after the effective date of any change to this Agreement indicates you have read and accepted any changes. If you do not agree with any changes to this Agreement, you may stop using or close your Account.

  3. Additional Terms. You may need to accept additional terms in order to use our Services, which include the terms and conditions of ShredPay’s third party partners and/or vendors. Your agreement with such third parties will govern the terms and conditions of products or services provided by those third parties. We are not responsible for the products or services provided to you by any third party partner and/or vendor.

6. OPENING AN ACCOUNT

  1. Account Information. In order to use the Services, you will need to complete an onboarding process which requires the provision of the following information (“Onboarding Information”).

    1. Individuals. Individuals who wish to onboard to ShredPay are required to provide information to verify their identity (e.g. name, email, residence address, telephone number, date of birth, taxpayer identification or social security number, official government-issued photo identification, bank account information and network identity) or source of funds (e.g. employment, inheritance, payment, settlement) (“Personal Information”). We may also request personally identifiable information or other information we may reasonably deem helpful in satisfying our risk management or legal obligations. You authorize us, directly, or through our third parties partners and/or vendors, to make any and all inquiries we deem necessary to verify your identity and any information you provide. As a condition to accessing and using the Services, you must authorize ShredPay, if applicable, to share your Personal Information with all ShredPay affiliates. You agree to provide accurate, current, and complete Personal Information.

    2. Entity Information. During the Account registration process for entities, you must provide ShredPay with information and documentation that we (and/or our third party partners and/or vendors) request for the purpose of establishing and verifying your entity information (“Entity Information”). In addition, as a condition to accessing and using the Services, you must authorize ShredPay (if applicable) to share your Entity Information with its affiliates and/or third party partners and vendors as necessary. Entity Information may include, but is not limited to, the name, email address, phone number, date of birth, and taxpayer identification number of each of your beneficial owners or controlling persons, in addition to your Employer Identification Number and incorporation documents, letters of good standing, or other corporate information and documentation as applicable and requested by us. Entity Information will be retained by us at our discretion and may be made available to any governmental authority or self-regulatory organization upon reasonable request in accordance with Applicable Laws. You agree to provide accurate, current, and complete Entity Information. Collectively, Personal Information and Entity Information will be referred to as “Onboarding Information” herein.

  2. Verification. You hereby authorize ShredPay, and/or our third-party service partner or vendor that we designate, to take any measures that we consider necessary to confirm and continue to maintain confirmation on an ongoing basis the Onboarding Information you provide, verify and authenticate your Onboarding Information, and take any action ShredPay deems necessary based on the results. You acknowledge that this process may result in a delay in registering your Account, and that you will not be authorized to access or use the Services until your Account registration has been successfully completed.

    1. You shall comply with any request by us for any Onboarding Information or documents from you by no later than 14 days following the date of any such request (the “Onboarding Information Deadline”).

    2. In the event that the requested Onboarding Information is not received by us, including by the Onboarding Information Deadline, you fail to update your Onboarding Information when it changes, you fail to provide accurate Onboarding Information, we are unable to verify your identity, or for any reason at all within our sole discretion, we reserve the right to limit your use of the Services, including prohibiting the use of ShredPay’s Services altogether.

  3. Updates. You agree to update us of any changes to the Onboarding Information within 10 days from the date that you became aware of the relevant change. You can update this information by emailing us at [email protected]envelope.

7. ACCOUNT AUTHORIZATION.

  1. Minimum Initial Deposit. In order to open an Account, you must make an initial minimum deposit to purchase digital assets in the sum of no less than USD$250 (two-hundred and fifty dollars). Thereafter, there are no additional minimum requirements on further deposits into the Account. ShredPay reserves the right to amend the minimum deposit amount at its discretion.

  2. Authorization to ShredPay. You understand and acknowledge that ShredPay does not take custody of your Digital Assets or fiat funds. ShredPay also does not have ownership of your Digital Assets. You further understand and acknowledge that your ShredPay Account is self-directed, and you hereby appoint ShredPay as your agent for the purpose of carrying out your instructions you place through ShredPay in accordance with this Agreement. You agree that ShredPay may rely on your instructions and shall not be liable for relying on and executing on such instructions. You hereby authorize ShredPay to open and close your Account at its sole discretion, restrict access to Services at its sole discretion, settle and cancel orders to purchase and sell Digital Assets (“Orders”), collect and offset any fees or other amounts due to ShredPay, block transactions or freeze assets as necessary, and take such other steps as are reasonable to carry out your instructions or any legally required action.

  3. Authorization to Fund Digital Assets Transactions. You understand and acknowledge that when you submit an Order to purchase Digital Assets through the Platform, you are authorizing and instructing ShredPay, through its third party partners or vendors, to transfer funds to your ShredPay Balance from a valid U.S. bank account that you have linked to your ShredPay Account, or from a valid fiat-funded account that you have linked to your ShredPay Account (“Linked Payment Methods”). We may require that the name on your Linked Payment Method match your name. You further understand and acknowledge that no third party has the ability to monitor or recall funds after such funds have been wired or transferred to ShredPay.

  4. If you select to utilize "Coinbase" or "Apple Pay" as the method by which you fund your Account, you acknowledge that you are purchasing digital assets through a digital asset exchange operated by Coinbase, Inc. or its affiliate ("Coinbase"), which is governed by separate terms and conditions between you and Coinbase: https://www.coinbase.com/legal/guest-checkout/us; arrow-up-right https://www.coinbase.com/legal/privacyarrow-up-right

  5. No SIPC or FDIC Protection. ShredPay will not custody or use your funds for its operating expenses or any other corporate purposes. You understand that funds transferred to ShredPay will not be protected by the Securities Investor Protection Corporation (“SIPC”), nor will they be provided protection under the Federal Deposit Insurance Corporation (“FDIC”). FIAT FUNDS TRANSFERRED TO SHREDPAY ON YOUR BEHALF WILL BE TRANSFERRED TO A REGISTERED U.S. BANK (the “Bank”), and they may be pooled with funds of other Users. You understand and acknowledge that Digital Assets in your ShredPay Account are not held at the Bank and that the Bank may only take instructions regarding transferring funds as described herein.

  6. Authorization to Share Information with Business. If ShredPay is provisioning an Account to you, you hereby authorize ShredPay to provide the Bank and/or any applicable third-party (as discussed below) any of your Background Information, and to continue sharing such information, and any revisions or additions thereto, with the Bank and/ any applicable third-party on an ongoing basis until your account(s) with the Bank is/are closed pursuant to the terms and conditions governing such account(s). ShredPay may retain all Account information, including Account activity and Background Information, as required by this Agreement and law and may share such information with a: (i) governmental authority or other third-party in accordance with any subpoena, regulatory request, court order, Applicable Law, or other legal requirement; and (ii) third-party in order to verify the Background Information. For further information on how we use or share your Background Information and other information you provide us during your use of the Services, see the ShredPay Privacy Policy.

  7. Revocation of Your Authorization. You may revoke our authorization to charge your ShredPay Balance with respect to future transactions (other than recurring transactions set to occur within one Business Day) by closing your Account, as described below.

8. PLACING ORDERS TO BUY AND SELL DIGITAL ASSETS

  1. NEITHER SHREDPAY NOR ANY OF ITS AFFILIATES ARE FDIC-INSURED BANKS OR SIPC-MEMBER BROKERAGE FIRMS. ACCORDINGLY, YOUR DIGITAL ASSETS ALSO ARE NOT PROTECTED UNDER THE SIPC OR THE FDIC AND MAY LOSE VALUE.

  2. ShredPay will facilitate your ability to submit offers to purchase Digital Assets with fiat currency or sell Digital Assets for fiat currency subject to the terms of this Agreement. UNLESS OTHERWISE STATED IN THE SERVICES, OR AS SET FORTH HEREIN, WHEN YOU PURCHASE OR SELL DIGITAL ASSETS USING YOUR SHREDPAY ACCOUNT, YOU MAY BE PURCHASING OR SELLING DIRECTLY FROM SHREDPAY OR FROM ONE OF ITS THIRD PARTY PARTNERS OR UNAFFILIATED ENTITIES. YOU AGREE THAT TO THE EXTENT THE PURCHASE IS MADE THROUGH A THIRD PARTY YOU ARE SUBJECT TO THAT THIRD PARTIES TERMS AND CONDITIONS.

  3. You must carefully enter and review all of the order details prior to submitting an offer to purchase or sell Digital Assets. If you agree to the terms as displayed, including pricing, you can then accept and submit the order. If you do not agree to the pricing displayed, or any other term, you can choose not to proceed with the order. Once you submit your order, you are bound to the terms of that order. You may not cancel, reverse or change any order once it has been submitted.

  4. Once an order to purchase Digital Assets is submitted by you and accepted by ShredPay, ShredPay will receive the value that corresponds to the amount of purchase via your selected Linked Payment Method. This can include other Digital Asset wallets and connected bank accounts (if you have more than one Linked Payment Method, you will be given the option to select a different Linked Payment Method than the last one utilized). By adding a Linked Payment Method, you represent to us that you are the owner or an authorized User of that payment method. In order to purchase Digital Assets, you must have at least one Linked Payment Method associated with your ShredPay Account. By initiating a purchase with your selected Linked Payment Method, you authorize us and/or our applicable third-party service providers, to charge or debit your selected Linked Payment Method for the total amount of the purchase, including without limitation all applicable fees and taxes. In the event of any refund, chargeback, or other adjustment related to your Digital Assets purchase, you authorize us to credit or deduct the amount, as applicable, from your Linked Payment Method. The date and time that you initiate instructions to ShredPay to purchase Digital Assets may differ from the date and/or time when the order is executed and your Linked Payment Method is debited.

  5. For orders to sell Digital Assets for fiat, once the Order is created and accepted and the Digital Assets to be sold are delivered to ShredPay, ShredPay will deposit the proceeds from the sale to your selected Linked Payment Method. The date and time that you initiate instructions to ShredPay to sell Digital Assets may differ from the date and/or time when the order is executed and the proceeds from the sale are credited to your account.

  6. Only certain payment methods are able to be linked to your ShredPay Account. Please refer to your ShredPay Account or the ShredPay website or app for further information on acceptable payment methods.

  7. ShredPay may impose a minimum holding period for any Digital Assets that you would like to buy or sell, which may last up to seven (7) Business Days. These minimum holding periods are necessary to enable ShredPay to (a) engage in fraud prevention measures, (b) ensure settlement of the fiat currency leg of a transaction, and/or (c) to complete its compliance reviews. If ShredPay cannot or does not complete the order for any reason (including, without limitation, suspected fraud, price movement, market latency, order size, or any other reason in ShredPay’s sole discretion), ShredPay may reject the order and notify you of such rejection and you will not be charged for a rejected Order.

  8. Notwithstanding anything to the contrary, ShredPay reserves the right to, in its sole discretion, suspend, delay, redirect, or cancel any transaction (including an order submitted by you and accepted by ShredPay) at any time and for any reason. ShredPay further reserves the right to block transactions or freeze assets as required by Applicable Law.

  9. If your payment is not successful, for example because your payment method has insufficient funds or you reverse a payment made from funds in your bank account, you authorize ShredPay, in its sole discretion, to either cancel the transaction or to debit your other Linked Payment Methods in any amount necessary to complete the transaction on its original terms. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, non-sufficient funds (NSF) or similar fees. Any such fees charged charged by your financial services provider will be solely your responsibility.

  10. We reserve the right to refuse to process or to cancel or reverse any transaction in our sole discretion, even after funds have been debited from your Linked Payment Method(s), if we suspect the transaction meets any criteria set forth in this Agreement. In such instances, ShredPay will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or under the same terms as the canceled transaction.

  11. You may revoke our authorization to charge your Linked Payment Method with respect to all future transactions or stop the next recurring transaction (other than recurring transactions that are scheduled to occur in one or fewer Business Days) by going to the settings icon in your Account and navigating to recurring transactions; selecting the transaction(s) that you would like to cancel, opening the menu and tapping "Cancel recurring buy". When you close your Account, we will cancel any transactions that have not been completed, and you will remain liable and responsible for any and all obligations related to your Account, even after the account is closed.

  12. You authorize your wireless carrier to use or disclose information about your Account and your wireless device, if available, to ShredPay or our applicable third-party partner or vendor for the duration of your business relationship. See our Privacy Policy [LINK] for how we treat your data.

  13. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, WE DO NOT GUARANTEE ANY ORDER YOU SUBMIT WILL BE EXECUTED, OR EXECUTED AT ANY PARTICULAR TIME, AND WE WILL NOT BE RESPONSIBLE FOR ANY DELAYS OR FOR ANY ORDERS THAT ARE NOT EXECUTED.

9. LIMITATIONS ON PLACING ORDERS TO BUY AND SELL DIGITAL ASSETS

  1. Submitting orders. To submit offers to purchase or sell Digital Assets, you must first establish an Account. Your access to your ShredPay Account, and the ability to submit orders for Digital Assets, may not be available in all markets and jurisdictions. ShredPay has sole authority to restrict or prohibit use of a ShredPay Account at its discretion, including implementing transaction limits, in any jurisdiction including Restricted Jurisdictions. We may also update these limitations at any time with or without notice to you.

  2. Unauthorized Orders. You agree that you are solely responsible for maintaining adequate security and control of your login and authentication details (including, but not limited to, your identity, email address and User name). You agree you are solely responsible for any access to and use of the Services and your Account, notwithstanding that such access or use may have been effected without your knowledge, authority or consent. You are solely responsible for all orders that occur using your ShredPay Account, including any orders and completed transactions that were not authorized by you. When an order occurs using your ShredPay Account credentials, we will assume that you authorized such an order. Except as otherwise provided in this Agreement, you agree that ShredPay will not be liable to you for any unauthorized orders, completed transactions or loss or damage resulting from any unauthorized access to your ShredPay Account. If you have reason to suspect that your ShredPay Account login and/or authentication details (including, but not limited to your email address) have become compromised, you are responsible for immediately contacting ShredPay by emailing [email protected]envelope.

  3. Mistaken/Accidental Orders. You agree that you are solely responsible for reviewing the transaction summary page for accuracy before you choose to continue with a transaction. You agree that you are liable for ensuring that the information provided to ShredPay regarding your requested order is correct. Except as otherwise provided herein, ShredPay assumes that when an order occurs using your Account credentials, that the order is correct and authorized by you. You agree that ShredPay will not be liable to you for any mistaken or accidental orders placed using your ShredPay Account.

  4. Potentially Fraudulent Activity. ShredPay and its applicable third party partners and vendors maintain Anti-Fraud Policies designed to detect and prevent fraud and to identify and assess fraud-related risk areas. ShredPay shall monitor your use of your Account. Any actual or suspected Unauthorized Access and/or Unauthorized Activity will be treated by ShredPay as potentially fraudulent (“Potentially Fraudulent Activity”). You agree to notify us as soon as possible if you become aware of or suspect any Potentially Fraudulent Activity by emailing [email protected]envelope. For the avoidance of doubt, you are deemed to be aware of Potentially Fraudulent Activity upon receipt of any notice of the occurrence of such activity. Upon receipt of written notice via email to [email protected]envelope from you of any Potentially Fraudulent Activity, ShredPay (if applicable) will take reasonable and timely steps to protect your Account, including, for example, by temporarily restricting access to your Account, suspending any pending orders, and/or requiring you to change your Login Credentials. You agree to promptly report any Potentially Fraudulent Activity to legal authorities and provide us a copy of any report prepared by such legal authorities to [email protected]envelope. In the event of an investigation of any Potentially Fraudulent Activity, you further agree to: (i) cooperate fully with the legal authorities and ShredPay in such investigation; (ii) complete any required affidavits promptly, accurately and thoroughly; and (iii) allow ShredPay, or any third-party designated by us, access to your mobile device, computer, and network as may be relevant to such investigation. You understand and acknowledge that any failure to cooperate in any such investigation may cause delays in regaining access to your Account.

10. SHREDPAY WALLETS

  1. ShredPay will provision Users with a non-custodial wallet (“ShredPay Wallet”) through a third-party digital wallet infrastructure partner. Each individual User is provided with their own ShredPay Wallet, which is a non-custodial wallet that provides easy access to the User’s Digital Assets. ShredPay will also provision a second non-custodial fee wallet for each User through a third-party digital wallet infrastructure partner (“Fee Wallet”).

  2. When you buy stablecoins or other digital assets at ShredPay, those digital assets will be automatically deposited into your ShredPay Wallet. You can then use your ShredPay wallet to monitor your overall balance and take further actions directly from your ShredPay Wallet. Note that actions that require a fee deduction will be automatically routed through the Fee Wallet, before being deposited into your ShredPay Wallet, to allow ShredPay to deduct the applicable fee before the action is completed. The Fee Wallet will be a routing wallet only and will never hold a balance of digital assets.

  3. You acknowledge and agree that ShredPay will have limited authority to block deposits and withdrawals into and out of your ShredPay Wallet if such deposits and withdrawals are in violation of Applicable Law or at the discretion of ShredPay’s compliance department.

  4. When using the Services, you may be asked to provide us with the address of a digital asset wallet (“User Wallet”) that you or a third party holds for the purpose of moving assets on to or away from the ShredPay platform. You may provide the address of your User Wallet in one of three ways: (a) by providing a QR code which represents your User Wallet address; (b) manually typing a User Wallet address; or (c) using a User Wallet address provided by a ShredPay partner. You represent and warrant that you are the owner and controller of the User Wallet that you link to your account.

  5. By providing us with an address that you represent to be your User Wallet, you represent and warrant that you own and control the User Wallet. There is no way for us to help you if you lose control over your User Wallet. It is your responsibility to keep your User Wallet safe from both theft and inadvertent loss. As the owner of Digital Assets in your User Wallet, you bear all risk of loss of such Digital Assets.

  6. In the event that you provide the wallet address of a third party for purposes of delivery of assets held in your ShredPay Wallet, you represent that to the best of your knowledge that third party wallet is not held by a person who resides in a Restricted or Prohibited Location or would otherwise be prohibited from utilizing Services. All wallets receiving assets from ShredPay Wallets will be subject to compliance screening. Such compliance screening may result in a delay of the transfer of assets or the blocking of such transfer in the event that the transaction would be prohibited under relevant law.

  7. You are solely responsible for maintaining the security of your login credentials. You acknowledge and agree, without prejudice to any other terms in this Agreement, that you bear all of the risk of any loss of access to your ShredPay Wallet and any Digital Asset contained therein. ShredPay is not liable for fluctuations in the fiat currency value of Digital Assets in your ShredPay Wallet.

  8. If you send Digital Assets from your ShredPay Wallet to a wallet address that you entered incorrectly, you may lose access to your Digital Assets temporarily or permanently. ShredPay is not responsible or liable for erroneous, accidental, or mistaken Digital Asset transfers that you effectuate. If you have initiated an accidental or mistaken order through ShredPay, you are responsible for contacting ShredPay at [email protected], however, transactions in Digital Assets may be irreversible, and, accordingly, losses due to accidental transactions may not be recoverable

11. SHREDPAY SMART CONTRACTS

  1. In order to facilitate the blockchain movement of digital assets for certain Services, you acknowledge and agree that your digital assets may flow through (but not be custodied by), ShredPay blockchain smart contracts. You acknowledge that ShredPay’s smart contracts may experience errors, bugs, cyberattacks, downtime, or failures.

  2. ShredPay Smart Contract Audit - You may review the ShredPay smart contracts third-party audits here: [LINK]

12. PLACING ORDERS TO TRADE DIGITAL ASSETS

  1. ShredPay does not provide centralized cryptocurrency exchange trading services.

  2. When placing an order to trade or swap a digital asset for another digital asset, ShredPay facilitates the technology for the User to obtain price quotes from a third-party-DEX Aggregator. The User will self-direct the DEX order, and ShredPay will facilitate the technology for the delivery of the digital asset to the DEX counterparty, and the receipt of the digital asset from the DEX counterparty. These digital asset transactions are peer-to-peer blockchain transactions which are generally irreversible.

  3. ShredPay does not serve as an intermediary for DEX transactions, and you remain solely responsible for any losses or damages that result from your self-directed DEX transactions.

  4. When placing an order to buy or sell a Digital Asset, your order will be executed at or near the price offered by the DEX. ShredPay does not make any representation, warranty or guarantee that the prices offered by the DEX are fair market value, and may, at times, be materially higher or lower than prices available on other platforms or Digital Asset exchanges. ShredPay shall not be liable or responsible for any such price differences or other potential adverse events or adverse consequences you may experience. Under certain market conditions you may find it difficult to trade a digital asset. In such circumstances, the DEX may not have sufficient demand to meet your request to execute such a transaction.

13. DEPOSITING INTO DECENTRALIZED FINANCE PROTOCOLS

  1. Third-Party Decentralized Finance Protocols - ShredPay will make available to you the ability to deposit digital assets into select third-party decentralized finance protocols. You acknowledge and agree and the offered decentralized finance protocols are fully independent from ShredPay and you agree to accept all risks associated with depositing digital assets into a decentralized finance protocol including, but not limited to:

  2. Blockchain & Smart Contract Risk. By depositing digital assets into a decentralized finance protocol, you accept all risks associated with new and experimental technologies like smart contracts and blockchain-based systems. These technologies, especially crypto-assets, are inherently volatile and blockchain-based systems may experience errors, bugs, cyberattacks, smart contract vulnerabilities, hacks, forks, attacks, downtime, or failures—potentially leading to a total loss of your crypto-assets or funds.

  3. Irreversible Transactions. Blockchain entries are permanent and immutable. Once confirmed, transactions (including crypto-assets transfers and programmed data) cannot be undone by you, us, or anyone.

  4. Service and Data Availability. Access to decentralized finance protocols may be interrupted or unavailable due to technical failures, maintenance, or third-party issues.

  5. Deposits and Withdrawals - By requesting to deposit digital assets into a decentralized finance protocol, you agree that ShredPay will route the digital assets from your ShredPay Wallet through a ShredPay smart contract for delivery to the selected decentralized finance protocol. Similarly, by requesting to withdraw digital assets from the selected decentralized finance protocol, you agree that ShredPay will route the digital assets from the selected decentralized finance protocol through a ShredPay smart contract for deposit into your ShredPay Wallet.

  6. Decentralized Finance Protocol Yields - You agree that any decentralized finance protocol yields earned by your digital asset deposits will be delivered to a ShredPay smart contract for deposit into your ShredPay wallet

  7. Decentralized Finance Yield Sweep - You acknowledge that, once every 24 hour period, ShredPay will sweep all yields earned by your digital asset deposits into its ShredPay smart contract for deposit into your ShredPay wallet. You agree that any yield earned by you will be subject to a performance fee as set forth in the Pricing and Fee Disclosure at the time the sweep occurs.

  8. Conversion to Stablecoin - In the event that the yield earned by your digital asset is not paid by the decentralized finance protocol in stablecoin, you agree to permit ShredPay to convert, at its reasonable discretion, any such yield to stablecoin prior to delivery to your ShredPay Wallet. ShredPay will not assess a fee for this conversion and you acknowledge that volatility of the digital asset yield prior to conversion to stablecoin may result in a reduction in the amount of total yield proceeds deposited into your ShredPay Wallet.

14. USE OF SHREDPAY DEFI RISK RATINGS

  1. While ShredPay may make available its own proprietary research and/or publish a ShredPay DeFi Risk Rating, or other information, this does not constitute an individualized recommendation that a decentralized finance protocol deposit/transaction is appropriate for you. You agree not to hold ShredPay liable for any losses, lost profits or other damages resulting from your use of - or reliance upon - any ShredPay DeFi Rating.

  2. In issuing and maintaining its ShredPay DeFi Ratings, ShredPay relies on factual information it obtains from the third-party decentralized finance protocol and other publicly available sources that ShredPay believes to be credible. ShedPay conducts a reasonable investigation of the factual information relied upon by it in accordance with its ratings methodology, and obtains reasonable verification of that information from independent sources, to the extent such sources are available. You may learn more about ShredPay DeFi Ratings here.

  3. Users of ShredPay DeFi Risk Ratings should understand that neither an enhanced factual investigation nor any third-party verification can ensure that all of the information ShredPay relies on in connection with a risk rating will be accurate and complete. Further, risk ratings are inherently forward-looking and embody assumptions and predictions about future events that by their nature cannot be verified as facts. As a result, despite any verification of current facts, ratings can be affected by future events or conditions that were not anticipated at the time a rating was issued or affirmed.

  4. ShredPay seeks to periodically improve its ratings criteria and methodologies and periodically updates the descriptions of its criteria and methodologies. The criteria and methodology used to determine a rating action are those in effect at the time the risk rating is published.

  5. SHREDPAY DEFI RISK RATINGS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND AND SHREDPAY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH INFORMATION.

  6. Each User acknowledges that a ShredPay risk rating is an opinion as to the specified decentralized finance protocol. This opinion is based on established criteria and methodologies that ShredPay is periodically evaluating and updating. Therefore, ratings are the collective work product of ShredPay and no individual, or group of individuals, is solely responsible for a risk rating. Risk ratings may be changed or withdrawn at any time for any reason in the sole discretion of ShredPay. In issuing and/or maintaining a risk rating, ShredPay is not making any recommendation or suggestion, directly or indirectly to you, or any other person, to undertake any investment strategy with respect to any decentralized finance protocol. ANY PERSON OR ENTITY WHO USES - OR RELIES UPON - A SHREDPAY RISK RATING DOES SO ENTIRELY AT HIS, HER OR ITS OWN RISK.

15. RECURRING PURCHASES OF DIGITAL ASSETS

  1. We may enable you to purchase Digital Assets on a recurring basis using your Linked Payment Method that we authorize from time to time. By enrolling in recurring Digital Asset purchases, you authorize us to debit your Linked Payment Method at the frequency and in the amount, including applicable fees, that you specified at the time of enrollment until you cancel.

  2. Your enrollment in recurring purchases will continue until you cancel. You may cancel your recurring Digital Assets purchases by going to the settings icon in your ShredPay account, navigating to Recurring transactions and selecting the transaction(s) that you would like to cancel.

  3. For all recurring Digital Asset purchases, we will provide notice to you one Business Day before the purchase is initiated. After the recurring Digital Asset purchase is completed, we will provide notice of the completion.

  4. The amount that you may be charged in connection with your recurring purchase will not change. However, the amount of Digital Assets you receive for your recurring purchase is based on current market price and fees at the time of the recurring purchase.

  5. If you have told us in advance to make regular payments for the purchase of Digital Assets from a Linked Payment Method, you can stop any of these payments by taking the following action:

  6. Contact us through at [email protected]envelope, in time for us to receive your request 3 Business Days or more before the payment is scheduled to be made.

  7. If you request to cancel a specific recurring purchase for a Digital Asset, we will cancel all future recurring purchases for that Digital Asset. You will need to re-enroll in recurring purchases if you wish to continue making recurring purchases from your authorized Linked Payment Method for that Digital Asset. However, if you have more than one recurring purchase set up (i.e. different recurring purchases for different Digital Assets), cancelling one recurring purchase only cancels future recurring purchases for that Digital Asset. If you want to cancel a recurring purchase for a different Digital Asset, you will need to separately cancel that recurring purchase.

16. FEES

  1. Types of fees.

    1. ShredPay does not charge deposit and fiat-to-stablecoin fees.

    2. ShredPay charges stablecoin-to-fiat fees, digital asset withdrawal fees, and fiat withdrawal fees.

    3. ShredPay also charges transaction and performance fees related to decentralized finance protocol deposits, buy/sell crypto commissions, and merchant payment fees.

    4. Additional third-party fees for ACH and debit card deposits, and gas fees for decentralized protocols will be passed on to you.

  2. Pricing schedule. A schedule of the types of fees can be found on our Pricing and Fees Disclosure. ShredPay reserves the right to adjust its pricing and fees and any applicable waivers at any time. We will always notify you of the pricing and fees which apply to your transaction before you authorize the transaction and will confirm those fees following completion of the transaction.

  3. Debiting for fees. You agree that ShredPay may debit fees (the amounts as disclosed in the Pricing and Fees Disclosure) automatically and without prior notice for Services.

  4. Bank fees. You are responsible for payment of any third party bank fees (such as ACH and wire fees) charged in connection with the transfer of assets to or from the ShredPay platform. Such fees will be itemized on any transaction receipt or confirmation provided by ShredPay.

  5. Receipts. Upon placement of an order, ShredPay will provide you with certain information regarding your transaction such as the amount of Digital Assets you sold/purchased, the amount your Linked Payment Method will be charged for the purchase and any fees imposed on the transaction.

17. PROHIBITED USE

You may not use your Account or any of the Services to engage in the following categories of activity (“Prohibited Use”):

  1. Unlawful Activity. Activity which would violate, or aid or assist in violation of, any law, statute, ordinance, regulation, or sanctions programs administered in the countries where ShredPay conducts business, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which would involve proceeds of any unlawful activity; publishing, distributing or disseminating any unlawful material or information. This includes unlawful gambling (i.e. internet gaming, lotteries, bidding fee auctions, sports forecasting or odds-making, fantasy sports leagues with cash prizes, contests, sweepstakes, or illegal games of chance).

  2. Fraud. Activity which operates to defraud ShredPay, ShredPay Users, or any other person; provide any false, inaccurate, or misleading information to ShredPay.

  3. Forbidden Activity. Transactions involving (a) illegal and/or controlled substances, (b) drug paraphernalia, (c) cigarettes, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the financial exploitation of a crime, (g) obscenity and sexually oriented materials or services, (h) infringement or violation of any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) weapons including, without limitation, firearms, ammunition, firearm parts or accessories, and/or knives, that are regulated under Applicable Law, and (j) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory

  4. Abusive Activity. Actions which detrimentally interfere with, intercept, or expropriate any system, data, or information; impose an unreasonable or disproportionately large load on our infrastructure; transmit or upload any material to the ShredPay platform that contains viruses, worms, trojan horses, or any other harmful or deleterious programs; attempt to gain unauthorized access to the ShredPay platform, other Accounts, computer systems or networks connected to the ShredPay platform, through any means; use of ShredPay Account information of another party to access or use the ShredPay platform, except in the case of specific merchants and/or applications which are specifically authorized by a User to access such User's Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of ShredPay.

  5. Intellectual Property Infringement. Engage in transactions involving works that infringe or violate any trademark, copyright, right of publicity or privacy, or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, images / likenesses, or other licensed materials without the appropriate authorization from the rights holder; use of ShredPay intellectual property, name, or logo, including use of ShredPay trade or service marks, without express consent from ShredPay or in a manner that otherwise harms ShredPay or the ShredPay brand; any action that implies an untrue endorsement by or affiliation with ShredPay.

  6. Abuse Other Users. Engage in activity that shows the personal information of others in violation of Applicable Law; interfere with another individual’s or entity's access to or use of any Services; abuse, extort, defame, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; harvest or otherwise collect information from the ShredPay platform about others, including without limitation email addresses, without proper consent.

  7. Unacceptable Activity. Transactions that (a) show the personal information of third parties in violation of Applicable Law, (b) support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler's checks or money orders, (g) involve currency exchanges or check cashing businesses, (h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (i) involve offering or receiving payments for the purpose of bribery or corruption.

REPRESENTATIONS AND WARRANTIES

  1. You represent and warrant to ShredPay that you: (a) are a resident of the United States; (b) you are not located in, under the control of, or a resident of any Restricted Location or any country to which the United States has embargoed goods and services; (c) are not identified as a “Specially Designated National” by the United States Treasury Department; and (d) will not use the Services if you are prohibited by any Applicable Law from doing so.

  2. You agree that you are solely responsible for your conduct while accessing and using the Services. You further agree, without limitation to the generality of the foregoing, that you shall not:

    1. Use the Services in any manner that could disrupt, interfere with, inhibit, prevent, or in any way negatively affect other Users from fully utilizing the Services, or that could, disable, overburden, damage or impair the functioning of ShredPay’s Services in any manner;

    2. Provide false, inaccurate, or misleading information;

    3. Use the Services to pay for, support or otherwise engage in any illegal activities;

    4. Use any automated means or interface including, without limitation, robot, spider, crawler, scraper, not provided by us to access our Services or to extract data;

    5. Use or attempt to use another person’s ShredPay Account;

    6. Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;

    7. Introduce to the Services any virus, Trojan horse attacks, worms, logic bombs or other harmful material;

    8. Develop any third-party applications that interact with our Services without our prior written consent; or

    9. Encourage or induce any other person to engage in any of the activities prohibited under this Agreement.

  3. SHREDPAY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND PROMISES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, DATA ACCURACY, AND/OR SYSTEM INTEGRATION. ANY SERVICES PROVIDED BY SHREDPAY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SHREDPAY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (A) REGARDING THE CONTENTS OF THE SERVICES, THE SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE SERVICES, THE INFORMATION AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SERVICES, ANY HYPERLINKS TO THIRD PARTY WEBSITES, OR ANY WEBSITE LINKED TO THE SERVICES OR (B) THAT ACCESS TO THE SERVICES SHALL BE UNITERRUPTED, TIMELY CONTINUOUS, OR ERROR-FREE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU ACKNOWLEDGE THAT SHREDPAY MAKES NO WARRANTIES UNDER THIS AGREEMENT DIRECTLY FOR THE BENEFIT OF ANY END USER, AND THAT SHREDPAY’S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF YOU ONLY, AND NOT FOR THE BENEFIT OF ANY OTHER PERSON. IN ENTERING INTO THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY OF SHREDPAY OR ITS AFFILIATES EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.

19. INDEMNIFICATION AND LIMITATIONS OF LIABILITY

  1. ShredPay shall not be liable to you or anyone else for any loss caused in whole or part by any delays, interruptions, inaccuracies or incompleteness, errors or omissions, including, without limitation, those arising from the negligence of ShredPay or contingencies beyond its control in procuring, compiling, interpreting, computing, reporting, or delivering the Services thereon or the information therein. In no event will ShredPay be liable to you or anyone else for any decision made or action taken by you in reliance on, or in connection with your use of the Services or the information therein.

  2. IN NO EVENT SHALL ANY SHREDPAY OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES BE INDIVIDUALLY LIABLE FOR ANY AMOUNT WHATSOEVER.

  3. IN NO EVENT SHALL SHREDPAY, ITS AFFILIATES AND THIRD PARTY SERVICE PROVIDERS AND VENDORS, BE LIABLE FOR MORE THAN THE LOWER OF (I) THE VALUE OF THE DIGITAL ASSET AT ISSUE AND (II) $20,000 USD.

  4. IN NO EVENT SHALL SHREDPAY, ITS AFFILIATES AND SERVICE PROVIDERS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES BE LIABLE FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, EVEN IF SHREDPAY HAD BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU BASED ON YOUR JURISDICTION OR THE GOVERNING LAW.

  5. UNDER NO CIRCUMSTANCES SHALL SHREDPAY BE REQUIRED TO DELIVER TO YOU ANY DIGITAL ASSETS AS DAMAGES, OR SHALL YOU BE ENTITLED TO SPECIFIC PERFORMANCE OR ANY OTHER SIMILAR REMEDY. YOU AND WE AGREE THAT ANY CALCULATIONS OF DAMAGES BASED IN ANY WAY ON THE VALUE OF DIGITAL ASSETS SHALL BE BASED ON THE LOWEST VALUE OF THE DIGITAL ASSETS DURING THE PERIOD BETWEEN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES.

  6. SHREDPAY SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED IN WHOLE OR IN PART BY (A) THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF ANY COMPUTER OR DIGITAL ASSETS NETWORK, INCLUDING WITHOUT LIMITATION LOSSES ASSOCIATED WITH VIRUSES, NETWORK FORKS, REPLAY ATTACKS, DOUBLE-SPEND ATTACKS, SYBIL ATTACKS, 51% ATTACKS, GOVERNANCE DISPUTES, MINING DIFFICULTY, CHANGES IN CRYPTOGRAPHY OR CONSENSUS RULES, HACKING OR CYBERSECURITY BREACHES; (B) THE CHANGE IN VALUE OF ANY Digital Assets; (C) ANY CHANGE IN LAW, REGULATION OR POLICY, OR (D) FORCE MAJEURE EVENT (INCLUDING BUT NOT LIMITED TO (I) ACTS OF GOD, NATURE, COURT OR GOVERNMENT; (II) FAILURE OR INTERRUPTION IN PUBLIC OR PRIVATE TELECOMMUNICATION NETWORKS, COMMUNICATION CHANNELS OR INFORMATION SYSTEMS; (III) ACTS OR OMISSIONS OF ACTS OF A PARTY FOR WHOM SHREDPAY IS NOT RESPONSIBLE; (IV) DELAY, FAILURE, OR INTERRUPTION IN, OR UNAVAILABILITY OF, THIRD PARTY SERVICES AND SITES; (V) STRIKES, LOCK-OUTS, LABOUR DISPUTES, WARS, PANDEMICS, EPIDEMICS, TERRORIST ACTS AND RIOTS; AND (VI) VIRUSES, MALWARES, OTHER MALICIOUS COMPUTER CODES OR THE HACKING OF SHREDPAY’S SYSTEMS) (collectively “Force Majeure”).

  7. THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

  8. Any and all of our indemnities and warranties (whether express or implied) are hereby excluded to the fullest extent permitted under law except as set forth in this Agreement. Nothing in this Agreement excludes or limits liability which may not be limited or excluded under Applicable Law.

20. GENERAL PROVISIONS

Third party content

In connection with using the Services, you may access or view content or services provided by third parties, including links to web pages and services of such parties (“Third Party Content”). ShredPay does not control, endorse or adopt any Third Party Content. ShredPay is not responsible for Third Party Content, including, without limitation, content that may be erroneous, misleading, incomplete, offensive, indecent or otherwise objectionable. In addition, your relationships with such third parties are solely between you and the third party. ShredPay is not responsible or liable for any loss or damage that occurs as a result of any such dealings; your use of Third Party Content is at your own risk.

No implied license

Unless otherwise indicated by us, the Services and any other material or content provided by ShredPay, and all intellectual property rights therein, are the property of ShredPay, our licensors, third party partners, or vendors. We do not give any implied license for the use of the contents of the Services. You accept and acknowledge that the material and content contained in or delivered by the Services is made available for your personal, lawful, non-commercial use only and that you may only use such material and content for the purpose of using the Services as set forth in this Agreement. Any rights not expressly granted in this Agreement to use the materials contained on or through the Services are reserved by ShredPay in full.

Provision of Feedback

If you provide any suggestions, ideas, feedback, or recommendations to us regarding the Services (“Feedback”), we may use this Feedback for any purpose and without any obligation to you. By providing us with Feedback, you give us a worldwide, perpetual, irrevocable, transferable, sublicensable, fully-paid and royalty-free license to use and exploit in any manner any and all Feedback. By submitting Feedback, you waive any legal or other rights to the fullest extent permitted under law. In responding to Feedback, we shall use commercially reasonable efforts to supply email-based support services, but cannot guarantee immediate responses, especially during times of high volume.

Confidential information

While using our Services, you may obtain or otherwise become aware of Confidential Information about us. You may only use this Confidential Information as necessary to exercise your rights or perform your obligations in this Agreement. You agree to hold the Confidential Information in strict confidence, and to take reasonable steps to protect this Confidential Information from being accessed by unauthorized individuals, entities or other third-parties. You agree to not copy or reverse engineer, or remove any proprietary markings from any Confidential Information. You may share our Confidential Information with legal, governmental or regulatory authorities only if required by Applicable Law to do so, provided you will notify us of the request, if Applicable Law allows it.

No waiver

A party’s failure or delay to enforce, or partially enforce, any provision of this Agreement shall not be construed as a waiver of any rights.

Force majeure

In no event shall a party be considered in breach of this Agreement to the extent the party’s obligations are prevented or delayed, directly or indirectly, by a Force Majeure Event, and the party’s period of time for performance shall be extended until such event has ended.

If any provision of this Agreement is unenforceable under Applicable Law, the validity or enforceability of the remaining provisions will not be affected. To the extent any provision of this Agreement is judicially determined to be unenforceable, a court of competent jurisdiction may reform any such provision to make it enforceable. The provisions of this Agreement will, where possible, be interpreted so as to sustain its legality and enforceability.

This Agreement shall be binding on your successors, heirs, personal representatives, and assignees. You may not assign or transfer any of your rights or obligations under this Agreement without prior written consent of ShredPay, which may be withheld at ShredPay’s sole discretion. We may assign rights or delegate duties under this Agreement at our sole discretion.

Nothing in this Agreement shall create any partnership, joint venture, agency, or consultancy.

This Agreement, along with the Supplemental Agreements, constitute the entire agreement between the parties with respect to the subject matter described in this Agreement.

Contact information

Technical support requests should be made through the Help Center on the ShredPay website.

For purposes other than technical support requests, you may contact us by email to: [INSERT].

For Law Enforcement requests please direct your official document to our compliance team here. Please note, however, that all formal legal documents and claims must be formally and properly served on the correct ShredPay entity according to Applicable Law.

21. CHOICE OF LAW

This Agreement and your access to and use of the Services shall be governed by and construed and enforced in accordance with the laws of the State of California (without regard to conflict of law rules or principles of the State of California, or any other jurisdiction that would cause the application of the laws of any other jurisdiction). Any dispute between the parties that is not subject to arbitration as set forth in Section 22.4 or cannot be heard in small claims court, shall be resolved in the state or federal courts of California.

22. DISPUTE RESOLUTION

  1. Mandatory Arbitration. In the event of a dispute between the parties, such dispute shall be settled by arbitration as outlined in this Section 22.4.

  2. No Class Action. YOU AGREE THAT ANY CLAIMS WILL BE ADJUDICATED SOLELY ON AN INDIVIDUAL BASIS, AND YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER JOINT ACTION WITH RESPECT TO ANY CLAIMS THAT MAY ARISE UNDER THIS AGREEMENT OR THE PROVISION OF SERVICES.

  3. Arbitration Disclosure. ARBITRATION IS FINAL AND BINDING ON THE PARTIES. THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY TRIAL. PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. THE ARBITRATOR OR ARBITRATION PANEL SHALL ISSUE A REASONED AWARD.

  4. Arbitration Agreement. Unless otherwise specified, any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any such arbitration proceeding and any arbitration award issued shall be confidential. The arbitration shall be conducted in San Francisco, California, U.S.A. before a single arbitrator who shall be a retired judicial officer with demonstrated experience in technology matters. Notwithstanding the foregoing, each party acknowledges that a breach of this Agreement may cause the other party irreparable injury and damage and therefore may be enjoined through injunctive or other equitable proceedings in addition to any other rights and remedies which may be available to such other party at law or in equity, and each party hereby consents to the jurisdiction of any federal or state courts located in San Francisco, California, U.S.A. with respect to any such action. The parties expressly waive any objection based on personal jurisdiction, venue or forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

  5. Unless the parties agree otherwise, each party must bring all related or similar claims in a single arbitration proceeding. If a party later initiates a subsequent arbitration asserting claims that are related or similar to ones that were raised by such party in a prior arbitration, the AAA or the arbitrator will either: (i) consolidate the subsequent arbitration with the earlier proceeding if it is ongoing; or (ii) dismiss the subsequent arbitration if it raises claims that would be barred by Applicable Law if brought in court.

  6. Notice of Dispute and Arbitration Procedures. A party who intends to pursue a claim must first send to the other a letter describing the claim and containing the information described below (a “Notice of Dispute”). Any Notice of Dispute sent to ShredPay should be addressed to: Attn: Chief Legal Officer ShredPay Inc. 201 California Street, Suite ____ San Francisco, California 94111 [email protected]envelope The Notice of Dispute must: (a) describe the nature and basis of the claim; (b) set forth the specific relief sought; (c) set forth the name and address of the claimant; and (d) include the Account numbers to which the claim relates. If the parties do not reach an agreement to resolve the claim described in the Notice of Dispute within forty-five (45) days after the Notice of Dispute is received, the parties may commence an arbitration proceeding with the AAA. If the parties attempt to commence arbitration proceedings before providing the requisite Notice of Dispute, the AAA shall not commence administration of arbitration proceedings for at least forty-five (45) days after the AAA receives the request to initiate arbitration. No party will disclose to the arbitrator the existence, amount, or terms of any settlement offers made by any party until after the arbitrator issues a final award resolving the claim. A form for initiating arbitration proceedings is available on the AAA’s website at http://www.adr.orgarrow-up-right. The AAA Rules are available online at http://www.adr.orgarrow-up-right, by calling the AAA at 1-800-778-7879, or by writing to the notice address provided above. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the arbitrability of claims or the scope, and enforceability of this arbitration provision, the interpretation of the prohibition of class and representative actions and non-individualized relief. If the value of the relief sought (by any party) is $10,000 or less, the parties may agree that the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules.

  7. Survival. This Arbitration Agreement will survive the termination of your relationship with ShredPay.

  8. Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if ShredPay makes any future material change to this Section 16, it will not apply to any individual claim(s) for which you had already provided notice of to ShredPay.

  9. Entire Agreement; Severability. This Arbitration Agreement is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Agreement. In the event any portion of this Arbitration Agreement is deemed unenforceable, the remainder of this Arbitration Agreement will be enforceable, and the remainder of the Agreement shall be unmodified.

  1. Communications to Be Provided in Electronic Form. You understand and agree that we may provide you with any or all communications electronically including, without limitation: (a) legally required notices, disclosures, and other communications associated with your access to or use of the Services; (b) notices, disclosures and other communications about about fees or charges; (c) any and all legally required pre- and post-transaction disclosures; (d) privacy policies and notices; (e) customer service communications; (f) statements, information and records regarding your transactions; (g) changes to this Agreement; (h) information regarding the debiting or charging, as applicable of your selected payment method; (i) any and all legally required error resolution policies, and responses to claims filed in connection with your access to or use of the Services; (j) any other communications related to your access to and/or use of the Services; and (k) with your consent, marketing and other promotional communications (collectively, “Communications”).

  2. Communications in Writing. All communications, whether in electronic or paper format, from ShredPay to you will be considered “in writing.” You should print or download for your records a copy of this Agreement and any other communication that is important to you.

  3. Method of Providing Communications to You in Electronic Form. All communications that we provide to you in electronic form will be provided either (i) via email, (ii) by access to a web site that we will designate in an email notice we send to you at the time the information is available, or (iii) to the extent permitted by law, on the ShredPay website or via SMS text message. You agree to promptly review all communications sent to you, and that these are reasonable procedures for sending and receiving electronic communications.

  4. How to Update Your Records. To receive electronic communications, at the time that you first use the Services, you must provide us with a true, accurate and complete email address and your contact information. You must promptly notify us of any changes to this information. You can update information (such as your email address) through the Site.

  5. Hardware and Software Requirements. In order to access, view, and retain electronic communications that we make available to you, you must have an electronic device that enables access to your email account or a commercially available Internet browser. You may wish to utilize a device that is capable of storing or printing the communications for your records.

  6. Requesting Paper Copies. Following your consent to receive electronic communications, we will not send you a paper copy of any communication unless we deem it appropriate to do so. You can obtain a paper copy of an electronic communication by printing it yourself. We reserve the right, but assume no obligation, to provide a paper (instead of electronic) copy of any communication that you have authorized us to provide electronically.

  7. How to Withdraw Consent. You may withdraw your consent to receive Communications in electronic form at any time by contacting us at [email protected]. Withdrawing consent to receive marketing communications, only, does not prevent you from using ShredPay’s services, however, IF YOU WITHDRAW YOUR CONSENT TO RECEIVE ALL COMMUNICATIONS IN ELECTRONIC FORM, YOU WILL NO LONGER BE ABLE TO USE THE SHREDPAY SERVICES. Any withdrawal of your consent to receive electronic Communications will be effective only after we have received your request for withdrawal and have a reasonable period of time to process such request. In the meantime, you will continue to receive Communications in electronic form. If you withdraw your consent, the legal validity and enforceability of prior Communications delivered in electronic form will not be affected, and your previous electronic records will remain accessible for such period as is required under law and in a form that allows the record to be accurately reproduced to all persons who are entitled under law to access the record.

  8. Federal Law. You acknowledge and agree that your consent to electronic Communications is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act (“E-SIGN Act”), and that you and we both intend that the E-Sign Act apply to the fullest extent possible to validate our ability to conduct business with you by electronic means.

  9. Termination/Changes. We reserve the right, in our sole discretion, to discontinue the provision of your electronic Communications, or to terminate or change the terms and conditions on which we provide electronic Communications. We will provide you with notice of any such termination or change as required by law.

24. DIGITAL ASSET DISCLOSURES AND RISK FACTORS

  1. Price Volatility. As with any asset, the value of Digital Assets can go up or down and there can be a substantial risk that you lose money buying, selling, holding, or investing in Digital Assets, up to the total value of your holdings. You should perform independent research prior to purchasing Digital Assets and carefully consider whether buying, selling, trading or holding Digital Assets is suitable for you in light of your financial condition.

  2. Unique Features of Digital Assets. Digital Assets are not money/legal tender, not currently recognized as legal tender by the United States and are not backed by the United States government. Digital asset accounts, and the value of the balances in those accounts, are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections or any other insurance or guarantee against loss by an agency of the United States.

  3. No Insurance Against Loss. Digital Assets are not insured by any private insurance policy held by ShredPay to protect against theft or loss. Further, any surety bond that ShredPay is required by state regulators to maintain for the benefit of its customers may not be sufficient to cover all losses incurred by its customers.

  4. Irreversible Transactions. Transactions in Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.

  5. Risk of Delay. Some Digital Asset transactions may be immediately effective when recorded on a public ledger; the recorded date or time may not necessarily be the date or time that you initiated the transaction.

  6. Nefarious Activity. The nature of Digital Assets may result in an increased risk of fraud, theft, hack or cyber attack.

  7. Accessibility. Further, the nature of Digital Assets means that any technological difficulties experienced by ShredPay may prevent your access to or use of your Digital Assets. You assume this risk and agree that you are responsible for any losses incurred as a result of technological difficulties that prevent your access to or use of your Digital Assets.

  8. Suitability Risk. You acknowledge that (a) you are solely responsible for determining the suitability, nature, potential value, and appropriateness of the risks presented by Digital Assets for you; (b) you are familiar with the operation of Digital Asset buying, selling and trading, and have the experience required to use the Services; and (c) you assume all liability and responsibility for determining whether using the Services are legal in your jurisdiction and you agree to not use any of the Services if your use is illegal or otherwise prohibited or limited by any rule or regulation. Your use of the Services requires you to assume all attendant risks and ShredPay expressly disclaims any and all liability or responsibility for any such risks. The lists of the potential risks of Digital Assets contained in this Agreement is illustrative, not exhaustive and you acknowledge that you may be subject to and liable for other significant potential risks.

  9. Technology Failures. Hardware, software or connections required to interact with a Digital Assets network might fail or succumb to malware, unauthorized access, or malicious attacks. Third parties may obtain unauthorized access to the Services, including, but not limited to, your public and private keys. ShredPay shall not be liable or responsible whatsoever for any communication failures, disruptions, errors, distortions or delays or other potential adverse events or adverse consequences you may experience when using the Services, regardless of the cause.

  10. Network Vulnerabilities. Losses may be caused by currently unknown vulnerabilities in or unanticipated changes to the network protocol. ShredPay has no control over any Digital Assets network and shall not be liable or responsible for any harm occurring as a result of the inability to reverse a transaction, and any losses in connection therewith due to erroneous or fraudulent actions, or other potential adverse events or adverse consequences you may experience.

  11. Regulatory Risks. Legislative, judicial and regulatory changes or actions at the State, Federal, or international level may adversely affect the use, transfer, exchange, and value of Digital Assets. It is possible that in the future, certain laws, regulations, policies or rules relating to Digital Assets may be implemented, which would directly or indirectly affect or restrict your interaction with ShredPay, your use of Services, and/or your ability to use, transfer or exchange Digital Assets.

  12. Decline in Demand.

    1. The value of a Digital Asset may be derived from market demand to exchange fiat currency for Digital Assets. A decline in market demand may result in the potential for permanent and total loss of value of a particular Digital Asset. You understand and accept this risk of loss.

    2. The value of a Digital Asset may be derived from the continued willingness of market participants to exchange fiat currency for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset be materially adversely impacted or otherwise disappear.

    3. There can be no assurance that a person who accepts a Digital Asset as payment today will continue to do so in the future.

  13. Third Parties.

    1. By using the Services, you agree that the persons that maintain your accounts and any third party partners or vendors that interact with your credentials or account data in connection with our service are not liable for any loss, theft, compromise, or misuse whatsoever in connection with our services (including negligence), except to the extent such liability cannot be limited under Applicable Law.

  1. Regulation. ShredPay’s third-party partner Bridge.xyzarrow-up-right (“Bridge”) is registered with the U.S. Department of Treasury’s Financial Crimes Enforcement Network as a money services business (“MSB”). As a registered MSB, Bridge is subject to the Bank Secrecy Act and its implementing regulations which set out the requirements imposed upon financial institutions to implement policies and procedures reasonably designed to detect and prevent money laundering and terrorist financing. You understand and acknowledge that your access to and use of the Services is subject to compliance with Bridge’s AML Program. You understand and acknowledge that neither ShredPay nor Bridge are a registered broker-dealer and are not a member of the Financial Industry Regulatory Authority or SIPC. You further understand and acknowledge that your Digital Asset holdings are not protected by the FDIC or SIPC, nor any insurance policy held by ShredPay.

  2. Compliance with Applicable Laws. Digital Asset transactions are subject to applicable laws, regulations, and rules of federal and state governmental and regulatory authorities (collectively, “Applicable Law(s)”). 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”). You understand and acknowledge that in no event will ShredPay be obligated to affect any Digital Asset transaction that we believe would violate any Applicable Law. You further understand and acknowledge that ShredPay is not responsible for any losses, whether direct or indirect, that you may incur as a result of our good faith efforts to comply with any Applicable Law, including any Legal Order. You authorize ShredPay to provide any information relating to your Account, your use of the Account or your use of the ShredPay Services enumerated in this Agreement if requested by any valid regulatory body, provided that any such disclosure by ShredPay shall comply with Applicable Law, including any applicable privacy rules and regulations.

  3. State Licenses and Disclosures. Bridge is required to maintain licenses to engage in money transmission activities in certain states, and these license requirements may impact our provision and your use of certain Services depending on where you live or are formed in. It is your sole responsibility to ensure that you are accessing the Services available to you by reviewing the Permitted US Jurisdictions as listed by ShredPay, and updated from time to time, prior to placing any order on the Platform. A list of Bridge licenses and corresponding required disclosures can be found here https://www.bridge.xyz/legal/licenses/us-licenses-and-registrationsarrow-up-right which are incorporated herein by reference. If you have any questions about the disclosures, contact us at [email protected]envelope before using the Services enumerated in this Agreement.

  4. Electronic Record. The electronic stored copy of this Agreement is considered to be the true, complete, valid, authentic, and enforceable record of this Agreement. admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. You agree to not contest the admissibility or enforceability of the electronically stored copy of the Agreement.

  5. Electronic Acceptance. You expressly confirm that you have read, agree to, and consent to be bound by all of the terms of this Agreement and by the terms and conditions of the ShredPay E-Sign Consent Agreement which may be found here. By electronically signing this Agreement, which may be completed by all methods of “clickwrap” or “click through” including by accepting, clicking a button, or checking a box, you acknowledge and agree that such electronic signature is valid evidence of your consent to be legally bound by this Agreement and such subsequent terms as may govern the Services. If you do not agree to all of the terms of this Agreement, do not electronically sign this Agreement and cease from accessing, using, or installing any part of the Services.

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