INTRODUCTION:

Welcome to our world where simplicity meets security in the world of digital assets. As you embark on your journey with us, we extend our warmest greetings and express our gratitude for choosing our easy-to-use non-custodial smart wallet.

At Clave, we believe in revolutionizing the way you interact with digital assets. Powered by cutting-edge technology including Account Abstraction and Hardware Elements such as Secure Enclave and Android Trustzone, our smart wallet offers unparalleled security and functionality.

Account Abstraction, an enhancement on Ethereum, empowers our smart contracts to function as wallets, introducing a myriad of innovative features including batch transactions, sponsored transactions, and paymaster capabilities. This pioneering technology forms the backbone of our unique onboarding process, designed to seamlessly integrate users into the world of decentralised finance.

Clave provides access to smart wallets via the Clave App, which you can download on your Device. Together, let us embark on a path of innovation, security, and empowerment in the realm of digital assets. Welcome to Clave!

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY

BY DOWNLOADING AND USING THE CLAVE APP YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS YOU SHOULD NOT USE THE CLAVE APP.

WHO WE ARE

We are Clave Technologies Ltd registered in England and Wales with a company number 15115830 and a registered address of 5 Beaufort Court, Admirals Way, London, United Kingdom, E14 9XL.

YOUR PRIVACY

Under data protection legislation, we are required to provide you with certain information including who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in

https://getclave.io/privacy-policy and it is important that you read that information.

1. DEFINITIONS

   Applicable Law	any legal provision, whether in the form of a law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction, or judicial, arbitral, administrative, ministerial, or departmental judgment, award, decree, directive, or other requirement or guideline that is published or in force at any given time in England and Wales. These legal provisions are designed to apply to or govern any person, property, transaction, activity, event, or other matter. This includes rules, orders, judgments, directives, or other requirements issued by governmental or regulatory authorities.
   Clave App	An application software created, owned, and released by Clave, accessible for download on Android or Apple iOS, making available the access to Clave Wallet for the Services.
   Clave Wallet	A non-custodial smart wallet where users access through Clave App having built-in security and signature methods, enabling devices like smartphones, tablets, TVs, and smartwatches to serve as hardware wallets, boosting user security and allows controlling digital assets.
   Device	Smartphones which can serve as hardware wallets, boosting user security and allowing controlling digital assets.
   Dapp (Decentralized application)	An application operating on a decentralized network, typically a blockchain or peer-to-peer network, covering areas such as decentralized finance (DeFi), gaming, identity verification, social networks, and more.
   DEX (Decentralized exchange)	Platforms or protocols facilitating peer-to-peer trading of digital assets, such as cryptocurrencies, without requiring intermediaries or central authorities.
   Digital Asset	Any form of content or financial value that exists in a digital form and has ownership or access rights (cryptocurrencies, tokens, digital media, domain names, etc)
   Digital Wallet	Software application, hardware, or other device/service storing a user's public and private cryptographic keys, enabling interaction with one or more blockchains, including sending and receiving digital assets.
   Fees	means all fees imposed by the Company for the use of the Services.
   Holding Asset	Maintaining ownership and possession of digital assets within a digital wallet over an extended period, characterised by a strategic decision not to actively trade or transact, with the anticipation of potential long-term value growth or for future utility.
   Non-Custodial	Type of digital wallet where the user retains full control and ownership over their assets and keys.
   Personal Data	Any information identifiable in a person as described in clause 7.1.
   Prohibited Act	Actions or behaviours deemed as unlawful, fraudulent, or abusive, such as gambling, defamation, stalking, harassment, threatening, etc.

   Services	Services described in clause 4.
   Swapping	A transaction involving the exchange of one digital asset or token for another at an agreed-upon exchange rate, often facilitated through a decentralized exchange (DEX).
   Third-Party Digital Asset Wallet	A third party’s digital wallet that is not provided or operated by the company or platform associated with the digital assets.

2. SCOPE OF THESE TERMS AND CONDITIONS

   1. These Terms and Conditions (the “Terms”) are offered to you (also referred to herein as “user”, “you” and “your”) by Clave Technologies Ltd (“Clave”, “Company” “we”, “us” and “our”). The Terms governs provision of software services, including Clave Wallet Services, (collectively, the “Services”).

   2. The Company reserves the right to modify or amend these Terms. By continuing to use the Wallet, you consent to and agree with any modifications to the Terms.

   3. Your rights and obligations relating to the use of the Services are set out in these Terms between you and us. If you experience any difficulties, you should contact us at legal@clave.team.

   4. By accessing or using any Services, you expressly acknowledge that you have read and understood the Terms and our Privacy Policy, and you agree to be bound by the Terms.

3. IMPORTANT WARNINGS AND SECURITY

   1. The Clave App allows you to store,transfer and swap your digital asset on blockchains. Dealing with digital assets is inherently risky as the price or value of digital assets can fluctuate. Clave does not have any control over the price or value of the digital assets and therefore will not guarantee that the price or value shall not fall or otherwise. Therefore, any dealings with the digital assets without limitation is at your own risk.

   2. Any transaction you will initiate through Clave App may fail for several different reasons which are not directly attributable to Clave including but not limited to issues of the networks. This would mean that the transaction intended were no longer available. For the reason that Clave does not have any control over decentralised networks, Clave shall not be responsible for any errors or losses you may suffer as a result of issues of failed transactions.

   3. Your Clave App’s security is threatened by the physical loss or theft of your Device. It is strongly advised to keep your Device in-sight and on your person at all times. Clave Wallet which you manage through the Clave App may be at risk if the security of your Device on which you install and set up the Clave App is compromised. For this reason, the Users must keep the Device safe and secure in accordance with best practices recommended by the relevant parties. Users are responsible for ensuring that their Device is secure.

   4. Clave offers a guardian mechanism, enabling you to designate a trusted individual through such individual’s Device if desired. This mechanism allows, in the event of a lost or inaccessible Device, for the appointed guardian to restore access on another device. However, if the designated guardian is unable to access their device, complete access may become impossible, and Clave assumes no control over your access to Clave App or Clave Wallet. Clave cannot be held liable in the event of device loss or inaccessibility, and if the designated guardian is unable to grant access. This will mean that you will not be able to access your Digital Assets.

   5. Clave is not providing regulated activities and therefore not authorised by the Financial Conduct Authority or equivalent. The digital assets that you manage through the Clave App are not covered by any regulatory or compensation schemes in the UK or elsewhere.

   6. User hereby acknowledges that these Terms set out the terms of the agreement between Clave and the User only, and do not apply to your relationship with Apple, Google or any other provider of an app store or distribution platform from which you download the Clave App. Clave is not a store provide therefore shall only be responsible for the performance of the Clave App to the extent set out by this Terms.

4. SERVICES

   1. Clave Wallet

      1. Clave provides Users a non-custodial digital wallet. The Clave Wallet enables users to engage in Swapping services, facilitating the exchange of various digital assets. Additionally, the Wallet serves as secure repositories for users to manage and monitor their Holding Assets. You have FULL control over your digital assets. You can withdraw your digital assets at any time, by transferring them to a different Digital Wallet or otherwise.

      2. While your digital assets are stored in Clave Wallet, the Wallet does not retain control over digital assets. You exclusively own and manage the digital assets stored in your Wallet. As the proprietor of these digital assets, you assume all risks associated with potential losses. Users are accountable for safeguarding their Devices, and Clave App or Clave Wallet does not possess the capability to recover access except as guardian mechanism.

      3. You can appoint a guardian to enable guardian’s Device to recover access to the Clave App if your Device is lost or inaccessible for any reason. For the avoidance of doubt, Clave cannot recover access in the event that guardian’s Device is also not accessible.

   2. Swapping

      1. By using the swapping feature of Clave Wallet, the User can execute exchange between different digital assets by connecting relevant Dapps and DEX. The User acknowledges that swapping transactions are irreversible and Clave does not have any control over it. Once a swapping transaction is confirmed, it cannot be undone. The Company specifies the list of supported Digital Assets available for swapping. This list may be updated by us from time to time.

   3. Third Party Apps

      1. Clave enables you access to third-party services, such as DEXs, and/or Dapps (“Third Party Services”). We offer access to Third-Party Services as a convenience; we do not have control over their content. We neither warrant nor endorse these services, and we are not accountable for the availability or legitimacy of the content, products, assets, or services accessible through them, including any linked websites or resources. These third-party providers are independent entities not affiliated with Clave. Any losses incurred due to the utilisation of Third-Party providers are not the responsibility of Clave, and we will not be liable for such losses.

      2. When you use any of our Products, you may also be using the products, services or content of one or more third parties. Your use of such third party products, services or content may be subject to separate policies, terms of use and fees of these third parties, and you agree to abide by and be responsible for such policies, terms of use and fees, as applicable.

   4. Digital Asset Transfer

      1. Users may send, request, and receive Digital Assets supported by Clave Wallet and to/from third parties by providing instructions through the Clave Wallet.

      2. When transferring Digital Assets from your Clave Wallet to another Digital Asset Wallet, these transactions are carried out on the blockchain by you and are not within the control of Clave. Clave assumes no liability or responsibility in relation to such transfers.

      3. In the event of Digital Asset transfers to the Clave Wallet, whether initiated by you or a third party, the responsibility for the accurate execution of the transaction rests with the initiator. Should there be insufficient network fees, the transfer may linger in a pending state, potentially leading to delays or losses due to an error in the transaction initiation process. Clave does not have any liability for any losses or damages incurred by the User.

5. SETTING UP THE CLAVE APP AND GUARDIANS

   1. Clave App is available for download on both Android and Apple iOS store platforms, providing access to the Clave Wallet for our Services. When you first download and set up the Clave App to access and manage your Digital Assets, you will be asked to appoint a guardian who will have the ability to recover access to the Clave App.

   2. It is Users responsibility to make sure that any guardians appointed are individuals who are trusted and that you are able to contact if you need to recover your access to the Clave App. It is strongly recommended that you always have at least one guardian appointed for your Clave Wallet.

   3. In the event of that your Device is lost or inaccessible, it is your responsibility to ensure that the guardian’s Device is in working condition. If the designated guardian is unable to access their Device, complete access may become impossible to the Clave Wallet, and Clave assumes no control over your access to Clave App or Clave Wallet. Clave cannot be held liable in the event of device loss or inaccessibility, and if the designated guardian is unable to grant access. This will mean that you will not be able to access your Digital Assets.

6. RISKS

   1. Engaging in the buying or selling of Digital Assets entails inherent risks due to the rapid and unpredictable fluctuations in their prices. We cannot assure you that the value of any Digital Assets purchased will remain stable or not decrease. Clave assumes no responsibility for fluctuations in Digital Asset values or losses arising from your utilisation of the Clave Wallet. You retain the option to withdraw your Digital Assets to an alternate blockchain address at any time, contingent upon potential outages, downtime, and relevant policies. Consequently, any transactions involving the purchase or sale of Digital Assets through the Wallet are undertaken at your own risk.

   2. Clave does not provide any assurance regarding the functionality of any blockchain network or Dapp or DEX. Transaction details submitted via the Services may face completion delays or may not be finalized on Third Party networks, and Clave bears no responsibility for transaction failures to be confirmed or processed as anticipated. There are no warranties or guarantees that a transfer initiated on the Services will successfully transfer title or right in any Digital Assets.

   3. The ownership and utilisation of Digital Assets through the Clave Wallet are susceptible to potential expropriation or theft. The Clave Wallet may face interference from hackers, malicious groups, or organisations. Additionally, the Services might inadvertently or deliberately include bugs or vulnerabilities that could impact the functionality of the Wallet adversely. In cases where such software flaws exist, there might be no available remedy, and users are not assured any recourse, refund, or compensation.

7. FEES AND TAXES

   1. By using the Services, you agree to pay all the applicable fees. The Company reserves its right to charge Users with Swap fees, Holding Fees, and any other fees now or in the future set in the future and published at Clave website or on the transaction page before the transaction is confirmed.

   2. Network fees are charged by underlying blockchain and Clave has no control or benefit from this.

   3. Users are encouraged to review the fee schedule regularly to stay informed about the applicable charges associated with the Clave Wallet or ensure that the fees before the transaction is confirmed is understood.

   4. Users may encounter fees associated with Third Party Services. These fees are determined by the third-Party providers and are beyond the direct control of the Company.

   5. Users will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments. All fees payable by you are exclusive taxes unless otherwise noted. We reserve the right to withhold taxes where required.

8. PERSONAL DATA AND DATA PROTECTION

   1. Collection and Use of Personal Data

      1. By using the Clave Wallet, you acknowledge and agree that certain personal information may be collected during the setup and operation of the Wallet. Personal data may include but is not limited to: email address, contact information, device information, transaction history, and any other information necessary for the operation and security of the Wallet.

      2. Personal Data shall be used solely for the purposes of providing and improving the services offered by the Wallet, ensuring security, and complying with legal and regulatory requirements.

      3. Personal Data will not be shared with third parties except as required by law.

   2. User Rights

      1. You have the right to access, rectify, or delete your personal Data, as well as the right to restrict or object to its processing, in accordance with applicable data protection laws. To exercise these rights or for any inquiries regarding your personal information, please contact us.

   3. Data Protection

      1. We are committed to complying with all applicable data protection laws and regulations, including but not limited to the Data Protection Act 2018 and the General Data Protection Regulation (GDPR).

      2. In the event of international data transfers, we ensure compliance with the requirements for the lawful transfer of personal information and data to third countries or international organisations.

      3. We regularly monitor developments in data protection legislation and update our practices and policies as necessary to ensure ongoing compliance with applicable laws and regulations.

9. PROHIBITED USE AND TERMINATION

   1. Prohibited Use

      1. By using our Services, you agree and commit not to partake in Prohibited Acts. You acknowledge that you are utilizing our Services exclusively with funds obtained legally and rightfully belonging to you. We retain the right to assess, retain, and/or disclose any information deemed necessary to comply with applicable laws, regulations, sanctions programs, legal proceedings, or governmental requests. In our sole discretion, we reserve the right to cancel and/or suspend your Clave Wallet if we determine that you have performed a Prohibited Act. In such an event, User retains the right to switch from Clave to another Wallet provider.

      2. One or more of our Products may not be available or appropriate for use in your jurisdiction. By accessing or using any of our Products, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.

   2. Termination

      1. Users have the right to terminate these Terms at any time by deleting the Clave wallet application from their device. The Company shall have the right to terminate and cease providing services under the following circumstances:

         1. If the user breaches any terms or conditions outlined in these Terms.

         2. If the user commits any prohibited act.

         3. If there is a suspected unauthorised access to the Wallet

      2. Upon termination, users retain control of their private keys and are responsible for safeguarding their wallet access credentials.

      3. The user remains liable for any pending transactions initiated before the effective date of termination. The Company is released from any obligations, and the user retains full control and responsibility for their digital assets.

10. INDEMNITY

    1. You agree to defend, indemnify, and hold Clave, its subsidiaries, affiliates, service providers, licensors, and each of their respective officers, directors, agents, joint venturers, employees, and representatives harmless from any Losses, including attorneys' fees and any fines, fees, or penalties imposed by any regulatory authority, arising out of or related to: (a) your breach of these Terms or violation of any law, rule, or regulation; (b) disputes between you and any of your customers or users; or (c) claims concerning breach of these Terms or violation of applicable law by you. You will reimburse the Company for reasonable attorneys’ fees and expenses associated with the aforementioned claims.

11. LIABILITIES

    1. We shall not be liable for any direct, indirect, incidental, special or consequential damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses resulting from the use or inability to use the Wallet. To the extent permitted by law, Clave’s total liability arising out of or in connection with the smart wallet service, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount of Fees earned directly by the Company from the user during the last 12 months.

    2. We shall not be liable for any damages, losses, or liabilities arising from the use of third-party services or products accessed through the Wallet. Users acknowledge that any interactions with third-party services are at their own risk and discretion.

    3. Users are solely responsible for maintaining the security of their Wallet credentials, including private keys, passwords, and recovery phrases. The Company shall not be liable for any damages or losses resulting from unauthorised access to user accounts due to the user's negligence in safeguarding their credentials.

12. FORCE MAJEURE

    We shall not be held liable for any delays, failures in performance, or interruptions of service directly or indirectly resulting from any cause or condition beyond our reasonable control. Such causes or conditions include, but are not limited to, significant market volatility, acts of God, acts of civil or military authorities, acts of terrorists, civil disturbances, war, strikes or other labour disputes, fires, interruptions in telecommunications or Internet services or network provider services, equipment and/or software failures, other catastrophes, or any other occurrences beyond our reasonable control. These events shall not affect the validity and enforceability of any remaining provisions.

13. SEVERABILITY

    If any provision of the Terms is held to be invalid, illegal, or unenforceable, such provision shall be deemed severed and the remainder of the Terms and Conditions shall remain in full force and effect as if such invalid, illegal, or unenforceable provision had never been a part hereof. The invalidity, illegality, or unenforceability of any provision of the Terms shall not affect the validity, legality, or enforceability of any other provision.

14. GOVERNING LAW AND JURISDICTION

    These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising out of or in connection with these terms and conditions shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.

15. FEEDBACK AND COMPLAINTS

    1. Users may submit their feedbacks regarding the Wallet at info@clave.team. By providing your feedback you agree that you are giving up any rights you have in your feedback so that we may use and allow others to use it without any restriction and without any payment to you.

    2. Users may submit any complaints regarding any issues or concerns at info@clave.team. Complaints should include sufficient details to facilitate a thorough investigation and resolution. The team will make best efforts to acknowledge the complain within a reasonable time.