Turnkey Terms of Service

Turnkey Terms of Service

Last Updated: June 25, 2026

Welcome to Turnkey! Turnkey Global, Inc. (together with its affiliates, “Turnkey,” “we,” “us,” or “our”) provides a digital, noncustodial key management solution that supports its users’ (“User”, “you” or “your”) ability to securely decrypt and sign data using its proprietary API technology (collectively, “Platform”). Turnkey enables Users and Covered Users (as defined below) to (i) securely manage cryptographic private keys and wallets and (ii) make use of additional functionality and developer tools as Turnkey may add to the Platform or otherwise make available from time to time (collectively the “Services,” as further defined below). This Turnkey Terms of Service, together with any Order Form (as defined below), and all attachments, appendices, exhibits, schedules, policies, and instructions attached hereto, as amended from time to time (collectively, the “Terms”) forms a binding contract between you and Turnkey. These Terms, along with our Privacy Policy (“Privacy Policy”), govern your use of and access to the Turnkey Site (defined below), the Services and the Platform.

For purposes of these Terms:

(i) “Transaction Request” means either a Signature Request or a Broadcast Request.

(ii) “Signature Request” means an instruction or request initiated through the Platform to sign data or a Protocol transaction using a Private Key associated with account of User (and/or its Authorized Users or Application End-Users) in accordance with the applicable Policy Rules;

(iii) “Broadcast Request” means an instruction or request initiated through the Platform to broadcast data or a transaction in accordance with the applicable Policy Rules;

(iv) “Policy Rules” means the machine-readable configurable rules or policies that are formatted and configured strictly in accordance with the Documentation and set by the User governing actions permitted in the Services by specific Authentication Credentials; 

(v) “Documentation” means the API documentation, operator and user manuals, training materials, policy specifications for Transaction Requests, compatible device and hardware list and other similar materials in hard copy or electronic form made available by Turnkey at https://docs.turnkey.com/ (or such successor URL or location as Turnkey may designate), as updated from time to time; and

(vi) any other capitalized terms used herein shall have the meanings ascribed to them where first defined or as otherwise described in these Terms.

Please read these Terms carefully. They cover important information about the Services provided to you and any applicable charges or fees associated with the Services. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, class action waiver, confidentiality and resolution of disputes by arbitration instead of in court.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: THESE TERMS CONTAIN AN ARBITRATION AGREEMENT UNDER SECTION 19, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE USER TO SUBMIT CLAIMS USER HAS AGAINST TURNKEY TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (1) USER WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST TURNKEY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) USER WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

1. ACCEPTANCE OF THE TERMS

By clicking “I Agree,” using the Services, or by creating an account through www.turnkey.com, www.turnkey.io, www.turnkey.cloud, app.turnkey.com or any other website owned or operated by Turnkey (collectively, the “Turnkey Site”) or by otherwise using or accessing the Turnkey Site, the Platform or the Services (or any portion thereof, including using or downloading any Turnkey API or SDK), including, through or in connection with a Bundled Product Integration (as defined below), you hereby agree that you have read, understand and agree to be bound by all of the terms and conditions contained in these Terms, as well as the Privacy Policy. If you are entering into these Terms on behalf of a company, legal entity or other organization (which, without limitation, will be deemed to be the case if you sign up to access the Platform or use any Service or create an account using an email address from such company, legal entity or other organization), you represent that you have the authority to bind the company, entity or organization to these Terms and the terms “User”, “you” or “your” will also refer to such company, legal entity or other organization. If you don’t agree to be bound by these Terms, you may not access or use the Services, Platform or any Bundled Product Integration.

To receive certain development, support, or other managed or enterprise services (collectively “Managed Services”) you may be required to enter into an enterprise services agreement (an “Enterprise Services Agreement”) or one or more order forms describing the Managed Services to be performed and the applicable fees, terms and conditions (each an “Order Form”).

If you have entered into a separate executed agreement with Turnkey for any services, including an Enterprise Services Agreement, the terms of that agreement will govern your use of solely those Managed Services explicitly set forth therein. If you provide any Bundled Product Integration (as defined below) you will be considered a “Turnkey Integration Partner” for the purposes of these Terms and you agree that, in addition to (and without otherwise limiting) your responsibilities and obligations as a User under these Terms, your use of the Services will be governed by, and subject to your compliance with, the additional obligations and responsibilities required when acting in the capacity of a Turnkey Integration Partner as set forth herein.

If you are (a) building any End-User Application (as defined below) on top of or otherwise utilizing the Services or Platform (a “Direct Application Developer”), or (b) using any Bundled Product Integration (as defined below) or otherwise accessing or using any of Turnkey’s Services or the Platform through or facilitated by a Turnkey Integration Partner (an “Indirect Application Developer”, together with a Direct Application Developer, each individually an “Application Developer” and collectively, the “Application Developers”), by doing so, you hereby agree to be bound by all of the terms and conditions applicable to both Users and Application Developers (including those applicable to Direct Application Developers and Indirect Application Developers, respectively) contained in these Terms, as well as the Privacy Policy. If you are an Indirect Application Developer, you further acknowledge and agree that the way you access the Services, the Platform or the features and functionality available to you may be determined or controlled by the applicable Turnkey Integration Partner or Bundled Product Integration and, in addition to these Terms, your use and access may be governed by any separate agreement(s) or applicable terms of service or privacy policy entered into directly between you and the Turnkey Integration Partner.

2. AMENDMENTS TO THE TERMS

Amended Terms. We are continuously working to enhance our existing services and expand our current offerings which may require us to update these Terms. We may amend or modify these Terms at any time by posting the modified terms on the Turnkey Site, posting a notice through the Platform, or by providing a copy to you through any other method of communication which we deem reasonable. In the case of an Indirect Application Developer, such notice may be communicated to you indirectly through a Turnkey Integration Partner or Bundled Product Integration. If you are a Turnkey Integration Partner, you acknowledge and agree that it is your responsibility to ensure that your Application Developers are notified about any updates we make to our Terms pursuant to this provision. You agree that your continued use of or access to the Services, the Platform or any Bundled Product Integration after we have posted modified Terms, constitutes acceptance of such modifications. If you do not agree to be bound by the changes, you may not use the Services, Platform or any Bundled Product Integration anymore and your sole and exclusive remedy is to terminate your use of the Services and close your Account or, if applicable, export your Private Key. Because our Services are evolving over time we may change, suspend or discontinue all or any part of the Services, at any time and without notice, at our sole discretion. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

3. YOUR ACCOUNT; USER RESPONSIBILITIES

Account Creation. To directly use the Services, you’ll have to create an account via the Platform (your “Account”), by providing your email address and initially authenticating with a secure, supported FIDO2 authenticator, provided that, if you are an Indirect Application Developer, the way you sign up for or access the Services may be different, as determined by the applicable Turnkey Integration Partner (and for the avoidance of doubt, you may not be required to create an Account). By creating an Account (on your own behalf or for a company, entity, or organization), you become the initial Root User (as defined below) and, if applicable, represent and warrant to Turnkey that you have the authority to act on such entity’s behalf. A “Root User” is an Authorized User with full administrative permissions over the Account, including the ability to add additional Root Users and Covered Users, and to create sub-accounts or sub-organizations under the Account.

Authorized Users and Covered Users. For purposes of these Terms, “Authorized User” means, with respect to the User, any employee, consultant, agent, representative, or other person or entity permitted by the User to access or use the Services on the User’s behalf through the Account (including any sub-accounts or sub-organizations), whether as an API or web user, and includes Root Users. All Authorized Users are also “Covered Users.” If you are using the Services in connection with a product or service that allows your end-users to access or interact with the Services or Platform such as an “End-User Application” or in your capacity as an Application Developer, then those end-users are Covered Users. If you offer a “Bundled Product Integration” that enables end-customers (each deemed an Application Developer) to build End-User Applications, then each Application Developer, their Authorized Users, and their end-users are also Covered Users.

Authentication Credentials. After creating your Account, you (and your Covered Users) may associate multiple Authentication Credentials (as defined below) with your Account, which may serve as backup authentication methods for Account access. If you or your Covered Users do not add any backup Authentication Credentials and you lose the FIDO2 authenticator you used when initially setting up your Account, you will lose access to your Account and any and all Private Keys (as defined below) and Digital Assets (as defined below) associated with your Account. In order to use the Services, including to generate Private Keys, User (or any applicable Covered Users) will be required to create one or more “Authentication Credentials,” which are private keys, API key credentials, FIDO2 authenticator (including hardware authentication devices and/or passkeys), email or SMS authentication, or any other codes, secrets or other available authentication methods that User or any applicable Covered User utilizes to access your Account or any part of the Services. User is responsible for safekeeping all Authentication Credentials associated with User’s Account, including, all Covered User Authentication Credentials. For the avoidance of doubt, unless explicitly indicated otherwise, any reference to Account in these Terms shall be deemed to include all sub-accounts, organizations and sub-organizations associated with the Account (including those associated with or controlled by any Covered User).

Your Account, Your Responsibility. You are solely responsible for securing all Authentication Credentials and for any activity associated with your Account, whether by you, your Covered Users, or any third party with access to your Account information, Authentication Credentials, or related email addresses or phone numbers—regardless of whether such access is authorized or known to you. Turnkey is not responsible or liable if anyone accesses your Account or associated Authentication Credentials (or email accounts) and initiates or authorizes a Transaction Request or modifies the Policy Rules. You must promptly notify Turnkey if any Authentication Credentials are lost, stolen, or otherwise compromised. If you or your Covered Users lose access to your Authentication Credentials—such as by misplacing or replacing the original hardware device without having added backup Authentication Credentials—you may permanently lose access to your Account, the Services, Transaction Request functionality, and any associated Private Keys. Turnkey cannot retrieve or restore Authentication Credentials and has no responsibility if you or your Covered Users provide an incorrect email address or phone number (whether directly or through any Bundled Product Integration or End-User Application). This may result in permanent loss of access to Private Keys and any associated funds. Turnkey is not liable for any failure to correctly enter, maintain, or secure email addresses, phone numbers, or related accounts, including any resulting unauthorized access, hacks, phishing, spoofing, or other malicious activity.

Responsibility for User’s Digital Assets. As between User and Turnkey, User shall remain solely responsible for all Digital Assets you or your Covered Users use in connection with the Turnkey Services, including the responsibility for the safekeeping of the Digital Assets you or your Covered Users use in connection with the Services. For purposes of these Terms, (i) “Digital Assets” means digital currencies, cryptocurrencies, decentralized application tokens, protocol tokens, smart contracts, Protocol-based assets, stablecoins, cryptoassets and other cryptofinance and Digital Assets and instruments, to the extent Turnkey currently supports curve encryption formats necessary for Private Key generation for such assets based on the technical specifications of the corresponding Protocol; and (ii) “Protocol” means a digital ledger in which transactions made with a Digital Asset are recorded chronologically. For the purposes of these Terms, “Private Key” means an asymmetric, cryptographic key that is secret and is uniquely contained within the Services and is used as part of a public-key cryptographic algorithm.

Application Developer Responsibilities. For the avoidance of doubt and without limiting any of the foregoing responsibilities, if you are an Indirect Application Developer, you and the applicable Turnkey Integration Partner are jointly and severally responsible for safeguarding all Authentication Credentials used by you and your Covered Users in connection with the Services via the Bundled Product Integration, including all end-user Authentication Credentials. As between Turnkey and the Application Developer, the Application Developer is solely responsible for (i) all Digital Assets owned or used by it or its Covered Users in connection with the Services, Bundled Product Integration, or any End-User Application, including their safekeeping and (ii) all activity associated with its Covered Users, Authentication Credentials, and Private Keys, whether authorized or not and whether or not known to the Application Developer. Turnkey will not be responsible or liable if anyone accesses the Application Developer’s (or its Covered Users’) Authentication Credentials and initiates a Transaction Request or takes any action involving associated Private Keys or wallets. The Application Developer must, and must require all Covered Users (including end-users of any End-User Application), to use reasonable means to secure all hardware, software, Authentication Credentials, and email accounts used to access or use the Services via the Bundled Product Integration or End-User Application, consistent with industry-standard security practices and the Documentation. Application Developer must inform Covered Users of, and require them to acknowledge, the following risks: (x) loss of access due to missing Authentication Credentials (including a failure to maintain secure backups or recovery mechanisms for such Authentication Credentials); (y) incorrect or unsecured email addresses or phone numbers; and (z) risks associated with using Key Export or Key Import functionality. The Application Developer must promptly notify Turnkey (and, if applicable, the Turnkey Integration Partner) of any known or suspected theft or compromise of information related to use of the Services, including Authentication Credentials. Each Account or sub-account may only be accessed and used by the specific Application Developer or Covered User for whom it was created.

Key Export. As part of the Services, Turnkey offers optional functionality that allows Users, their Authorized Users or Covered Users, the ability to export or make a copy of their respective Private Key(s) generated by the Services onto their hardware device for use with another wallet provider (“Key Export”). User is solely responsible for enabling (or disabling) and implementing Key Export functionality under its Account or by its Covered Users (including any such implementation as part of any End-User Application or Bundled Product Integration). If User chooses to enable Key Export functionality, User agrees (x) to do so strictly in accordance with the Documentation, including with respect to the implementation of such functionality into any Bundled Product Integration or End-User Application; and (y) that User and its Covered Users will be solely responsible for the security of the exported Private Key(s) and the Digital Assets contained therein. Notwithstanding anything to the contrary in this Agreement, following Key Export, (i) Turnkey shall have no responsibility for or liability in connection with any exported Private Key(s), or the Digital Assets contained therein, or any actions taken outside of the Services (including without limitation, for signing of transactions, the failure by User or a Covered User to properly secure their exported Private Key(s), or, any unauthorized access, hacks or malicious attempts or phishing scams deployed to obtain access to exported Private Key(s) or devices or accounts containing exported Private Key(s)), (ii) Turnkey will not secure and will not be responsible for securing any exported Private Keys, and (iii) Policy Rules cannot be enforced on Private Keys exported outside of the Services. Prior to allowing a Covered User to export a Private Key(s), User will require its Covered Users to hold Turnkey harmless from any liability or responsibility related to exported Private Key(s).

Key Import. As part of the Services, Turnkey offers optional functionality that allows Users, their Authorized Users or Covered Users, the ability to import their existing wallets or Private Key(s) from another platform, hardware or software device onto Turnkey’s Platform (“Key Import”). User is solely responsible for enabling and implementing Key Import and for safeguarding any associated seed phrases, authentication credentials, or devices stored outside the Services. If Key Import is enabled, User agrees to implement it in accordance with the Documentation and to accept full responsibility for the security of any imported Private Key(s) or wallets. Turnkey disclaims all liability for imported wallets or Private Key(s), including their use outside the Services, loss of seed phrases, or any unauthorized access or phishing during import. Users, their Authorized Users or Covered Users, must agree to hold Turnkey harmless from any liability related to Key Import.

Implementation. For the avoidance of doubt, User is solely responsible for all implementation decisions User makes in connection with the Services (including as part of any Bundled Product Integration or End-User Application), including (i) implementation choices that determine access to or control of Private Keys (i.e., access or control limited to a Covered User or granted to User on behalf of a particular Covered User), (ii) enabling or disabling Key Export, access and permissioning for Covered Users, (iii) Account and organization structuring (including subaccount or sub-org structure) and (iv) permitting types of Authentication Credentials. For the avoidance of doubt, the foregoing list is provided solely for illustrative purposes and does not constitute an exhaustive list of User’s implementation considerations or optionality.

4. ADDITIONAL FEATURES

Transaction Broadcasting; Gas Sponsorship; Rent Sponsorship. User may enable Covered Users to (i) broadcast signed transactions to blockchain networks (the “Transaction Broadcasting Feature”) and pay Network Fees (defined below)) on behalf of Covered Users via configurable policies (the “Gas Sponsorship Feature”). User may also separately enable sponsorship of Rent-Exempt Deposits (as defined below) required for on-chain account creation (the “Rent Sponsorship Feature” and, together with the Gas Sponsorship Feature, the “Sponsorship Features”)). The Rent Sponsorship Feature is a separate opt-in feature, disabled by default, that must be independently and affirmatively enabled through the Platform’s activity approval controls. For purposes of these Terms, “Paymaster” means any Turnkey-controlled wallet designated to fund or sponsor Network Fees and, where the Rent Sponsorship Feature is enabled, Rent-Exempt Deposits. The Paymaster is maintained solely by Turnkey and is not a User wallet or account. The Sponsorship Features are extensions of our non-custodial key management and signing services and are intended solely to abstract blockchain operational costs, improve usability and reliability, and reduce latency, and “Network Fees” means fees required by a Protocol to process a transaction, which may include, without limitation, transaction fees, gas fees, priority fees, and, where the Rent Sponsorship Feature is enabled, Rent-Exempt Deposits.

Regulatory Status. Turnkey is a software and infrastructure provider. Turnkey has designed its Services to operate on a non-custodial basis, and nothing in these Terms should be construed as Turnkey offering to act as a custodian, fiduciary, money services business, money transmitter, or other regulated financial service provider. The Gas Sponsorship Feature does not involve the acceptance, custody, holding, or transmission of funds, Digital Assets, or value substitutes on behalf of Users or Covered Users. Any Network Fee coverage is performed solely using Turnkey’s own resources and does not involve the acceptance or transmission of User funds or value (or those of its Covered Users). Users are billed separately in USD as an infrastructure usage fee based on actual consumption in accordance with Section 7.  

Network Fee Estimation and Failed Transactions. Network Fees are calculated by Turnkey using real-time network data, transaction simulation, and internal fee optimization algorithms designed to balance cost efficiency with timely transaction inclusion. For purposes of these Terms, “Rent-Exempt Deposits” means the minimum balance required by certain Protocols (including Solana and other SVM-compatible protocols) to establish and maintain on-chain accounts in an active state, as determined by the applicable Protocol’s rules. The methodology used to calculate Network Fees may vary by protocol and may be updated from time to time. Turnkey makes no representation or warranty regarding the accuracy, completeness, or reliability of any fee estimate, and you acknowledge that actual Network Fees may differ materially from estimates due to network congestion, protocol changes, third-party data provider errors, or other factors beyond Turnkey’s control. You agree not to rely on Turnkey’s fee calculations as definitive and assume all risk associated with any discrepancy between estimated and actual fees. For SVM Protocols, Turnkey simulates the transaction to determine compute unit consumption and required Rent-Exempt Deposits, and sets compute budget parameters with a safety margin as described in the Documentation. Turnkey cannot and does not manually adjust fee parameters or Rent-Exempt Deposit amounts (although, for Protocols that support user-configurable fee parameters, such fee-related parameters may be adjusted or configured by User; Rent-Exempt Deposit amounts are determined by the Protocol and are not configurable). All Network Fees are paid directly to the blockchain network or third-party nodes and all Rent-Exempt Deposits are deposited into on-chain accounts; Turnkey does not add a markup to, or retain any portion of, the Network Fees or Rent-Exempt Deposits. You acknowledge that Turnkey is not responsible or liable if a transaction fails due to insufficient Network Fees, Rent-Exempt Deposit requirements, or network conditions. For Protocols where transactions expire if not confirmed within a limited time window (including Solana), Turnkey provides no guarantee that a sponsored transaction will be confirmed before it expires. Users are responsible for setting and maintaining their sponsorship budget (for both Network Fees and, if enabled, Rent-Exempt Deposits) (including spend limits) for their organizations and sub-organizations. Users acknowledge and agree that Turnkey will not be liable for any transactions that fail as a result of implementing spending limits configured in their Policy Rules.

Transaction Broadcasting. When broadcasting transactions, Turnkey relays the Broadcast Request to one or more node service providers. If (i) User has not specified a node service provider or (ii) the Broadcast Request utilizes the Sponsorship Features, node service provider selection will be at Turnkey’s sole discretion. For transactions that do not utilize the Sponsorship Features, Turnkey broadcasts the Broadcast Request as received by Turnkey. Where the Sponsorship Features are enabled, Turnkey sponsors Network Fees and, if applicable, Rent-Exempt Deposits on behalf of the User through the Paymaster. On certain Protocols where the fee payer designation is embedded within the transaction structure, Turnkey is required to construct a sponsored transaction from the Broadcast Request prior to broadcast. In such cases, Turnkey preserves the substantive instructions and intended operations of the Broadcast Request while managing fee payer designation, compute budgeting, network resource prefunding, including Rent-Exempt Deposits if applicable, and transaction validity parameters. This construction process is deterministic and non-discretionary, performed solely to implement the Sponsorship Features as described in this Section and the Documentation. Turnkey does not alter the economic effect, destination, amount, or programmatic logic of the User's underlying Broadcast Request. Turnkey does not select or control which validator, miner, or sequencer ultimately processes the transaction, and cannot control the speed of processing, transaction ordering, or guarantee the inclusion of individual transactions on the blockchain network.

Re-broadcasting. Turnkey cannot and does not unilaterally initiate or cause the re-broadcasting of any failed, dropped, or stuck transaction. Re-broadcasting may only occur automatically according to non-discretionary rules configured in advance by the User in their Policy Rules or upon a new Broadcast Request explicitly submitted by the User or Covered User. Any re-broadcast consumes additional Network Fees under the same Gas Sponsorship Feature terms and is treated as a new transaction for billing and policy purposes.

Re-broadcasting of a pending or stuck transaction, whether performed automatically under User-configured Policy Rules or upon a new Broadcast Request submitted by the User or Covered User, will be handled in accordance with the applicable Protocol’s rules. For Ethereum and EVM-compatible protocols, re-broadcast transactions will reuse the original nonce as required by the Ethereum protocol (or the account-specific nonce in the case of ERC-4337 UserOperations). For Solana and SVM-compatible protocols, re-broadcasting requires construction of a new transaction with a fresh blockhash, as expired blockhashes cannot be reused; each such re-broadcast constitutes a new sponsored transaction for billing and policy purposes. Turnkey processes re-broadcasts strictly according to Protocol rules and User-configured Policy Rules, and does not unilaterally alter transaction parameters outside of these pre-approved, non-discretionary mechanisms.

5. AUTHORIZED AND COVERED USERS

General. User is solely responsible for (i) selecting its Authorized Users and configuring the specific permissions and appropriate level of access for each of its Authorized Users associated with its Account, as well as the type or method of access, including for selecting and determining the manner and method of Account access and appropriate permissions for the Covered Users who are not Authorized Users, (ii) ensuring that every Covered User complies with the applicable provisions of these Terms in connection with such Covered User’s use of the Services, of which User is fully and directly responsible to Turnkey for any act or omission which violates these Terms by each such Covered User in connection with their use of the Services or the Platform (including through any Bundled Product Integration or End-User Application), (iii) using, and require all Covered Users to use, all reasonable means to secure hardware and software used to access the Services (including Authentication Credentials and email accounts) in accordance with customary security protocols and the Documentation, (iv) promptly notifying Turnkey if User or any Covered User knows or reasonably suspects that any information (including Authentication Credentials) has been compromised and (v) ensuring that each account (including sub-accounts) for access to and use of the Services may only be accessed and used by the specific Covered User for whom such account or sub-account is created.

End-User Authorization. If you are a Turnkey Integration Partner or Application Developer, your end-customers (including your Application Developers and their authorized users or end users of any End-User Application) are considered your Covered Users. User is solely responsible for and has sole discretion and responsibility over: (i) determining whether any User end-customers (and, if applicable, their authorized users and end-users) are eligible to access or use the Services or Platform (including via any Bundled Product Integration or End-User Application), and their permitted level of access, including authorization to create and use Authentication Credentials, initiate Transaction Requests, and use any other features enabled by User; and (ii) ensuring that all User end-customers (and, if applicable, their authorized users and end-users) comply with these Terms and all applicable laws, rules, and regulations, (iii) providing customer service to Covered Users. User will not permit any Covered User or end-user that is a Sanctions Target (or acting for on behalf of a Sanctions Target) to access or use any portion of the Services or Platform, including via any Bundled Product Integration or End-User Application. For purposes of these Terms, “Sanctions” means any law, regulation, or executive order imposing economic, trade, or financial sanctions or restrictions administered or enforced by the United States (including without limitation by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce, or the U.S. Department of State), the United Nations Security Council, the European Union, the United Kingdom, or any other relevant sanctions authority, and “Sanctions Target” means any person or entity that is (A) listed on any sanctions list maintained under Sanctions (including the OFAC Specially Designated Nationals and Blocked Persons List or any other denied-party list), (B) organized or resident in a country or territory subject to comprehensive Sanctions (currently including Cuba, Iran, North Korea, the Crimea, Donetsk, and Luhansk regions of Ukraine, and any other country or territory designated in the future), (C) owned or controlled by, or acting for or on behalf of, any person or entity described in (A) or (B), or (D) otherwise the target of Sanctions.

Prevention of Unauthorized Use. User, and each Root User and Authorized User individually affirm to Turnkey that Authorized User is authorized to act on behalf of User’s business, and User affirms all other Covered Users are duly authorized. User will use commercially reasonable efforts to detect and prevent unauthorized or fraudulent activity connected with the Services, Platform, Bundled Product Integration, or End-User Application, and you remain solely responsible for implementing, supporting, and operating any such integrations or applications.

Automated and AI-Mediated Access. User may permit artificial intelligence agents, automated tools, and other non-human software systems ("AI Agents") to access and use the Services using Authentication Credentials issued to or controlled by User. AI Agents operating under User's Authentication Credentials are deemed Authorized Users for purposes of these Terms, and all actions taken by such AI Agents are attributed to and are the sole responsibility of User. Without limiting the foregoing:

(a) Without limiting User's implementation obligations under Section 3, User is solely responsible for configuring Policy Rules to govern the scope of any AI Agent's access. Policy Rules are the technical enforcement mechanism for AI Agent operations; any instruction-based guidelines, including skills, prompts, frameworks, or other guidance materials provided by Turnkey or third parties ("Agent Instructions"), are advisory only and do not constitute technical controls. User shall not rely on Agent Instructions as a substitute for appropriate Policy Rule configuration;

(b) Agent Instructions provided by Turnkey, including any Turnkey-provided skills, are provided on an "AS IS" basis without any representation or warranty as further set forth in Section 16;

(c) User shall monitor AI Agent activity and promptly revoke or restrict Authentication Credentials used by any AI Agent that User determines is operating outside its intended scope or in violation of these Terms; and

(d) Root-level Authentication Credentials bypass all Policy Rules and provide full administrative access to User's organization. User assumes all risk associated with providing root-level credentials to any AI Agent in any environment. Turnkey’s liability limitations with respect to AI Agent operations, including root-level AI Agent operations, are set forth in Sections 16 and 18.

User's obligations under this section are in addition to, and not in lieu of, User's obligations under Turnkey's Shared Responsibility Model, as described in the Documentation.

6. USER REPRESENTATIONS AND WARRANTIES

Without limiting any other representation or warranty made by User in these Terms, User further represents and warrants to Turnkey the following, and that User, its Authorized Users, and its Covered Users will comply with the following, and that User is fully responsible for any acts, omissions, breach or violation, by any such party:

●If you are an individual, you are of legal age to form a binding contract. If you are acting on behalf of an entity or organization, you have authority to bind that entity or organization to these Terms.

●You are solely responsible for, and assume all risk arising from, your use of Third-Party Services (as defined below), including websites, applications, protocols, smart contracts, or other resources. You will comply with all applicable third-party terms and rules when using any Third-Party Services. You understand that such services may carry unique risks, including smart contract vulnerabilities, economic exploits, or protocol changes that could result in loss of funds or Digital Assets. Turnkey is not a party to, and has no liability for, your interactions or transactions with any Third-Party Service.

●You and your Covered Users will comply with all laws and regulations that apply to you, your Covered Users, your and your Covered Users’ use of the Services, and your and your Covered Users actions and omissions that relate to the Services, including but not limited to export restrictions, end-user restrictions, antiterrorism laws, anti-money laundering (AML) laws, and economic sanctions, and you will not instruct or cause Turnkey to engage in any activity that would violate applicable laws or regulations. If your or your Covered Users’ use of the Services is prohibited by applicable laws or regulations, then you and your Covered Users aren't authorized to use the Services. If permits and licenses are required for you or your Covered Users to use the Services, you must first obtain those prior to such use. Turnkey is not responsible for your or your Covered Users’ use of the Services in a way that breaks the law or violates applicable regulations.

●If you are a Turnkey Integration Partner or Application Developer, you represent that any Bundled Product Integration, End-User Application, or other application you develop will at all times comply with all applicable laws, and that you have obtained and will maintain all necessary permits, licenses, registrations, and approvals.

●You and your Covered Users will use the Services in accordance with the Documentation, including in connection with any Bundled Product Integration or End-User Application. Neither you nor your Covered Users, nor any parties acting on your behalf (including subsidiaries, affiliates, officers, directors, employees, agents, contractors, consultants, or beneficial owners), are: (i) a Sanctions Target; (ii) dealing with a Sanctions Target; and (iii) lacking internal controls reasonably designed to ensure compliance with the foregoing.

●If you are an entity or organization, you maintain and implement (i) a compliance program consistent with applicable U.S. and non-U.S. export control and trade sanctions laws, (ii) AML, sanctions, and fraud prevention, and user protection standards aligned with your business operations, and (iii) other policies sufficient to ensure compliance with applicable law (collectively, the “Minimum Compliance Policy Requirements”).

●You will comply with all applicable privacy laws and regulations, including those governing personal data of Covered Users, and with the Privacy Policy. You agree not to input personally identifiable information into any freeform fields within the Services. You will maintain and adhere to a privacy policy that clearly discloses to your Covered Users what personal data you collect and how it is used and shared (including for advertising) with Turnkey and third parties.

●If you are a Turnkey Integration Partner, you agree to the following with respect to each Application Developer's use of the Services, including through any Bundled Product Integration: (i) before granting access, you will (x) require acceptance of applicable User terms and privacy policies, and (y) screen the Application Developer in accordance with your compliance policies, including the Minimum Compliance Policy Requirements in Section 6; (ii) as a condition of use, you will require each Application Developer to agree to these Terms and the Privacy Policy; (iii) you will promptly notify them of any amendments to these Terms; (iv) you will ensure they are aware of, and acknowledge, all risks set forth in these Terms, including those related to Authentication Credentials, Key Import, and Key Export; and (v) you will use commercially reasonable, good faith efforts to ensure each Application Developer’s implementation and use complies with applicable law, these Terms, the above requirements, and the Documentation.

●If you are an Application Developer, you agree to: (i) include in your End-User Application terms of service (“End-User Application Terms”): (x) a requirement that end users comply with applicable law; (y) restrictions, obligations, and risk acknowledgments consistent with those in these Terms, including those related to Authentication Credentials, Key Import, and Key Export; and (z) a provision holding Turnkey harmless from any liability related to such risks, including exported Private Keys, seed phrases, or access credentials for imported private keys stored outside the Services; (ii) require end users to accept the End-User Application Terms before accessing the End-User Application; (iii) monitor end-user activity for compliance with the End-User Application Terms; (iv) use commercially reasonable efforts to enforce those terms upon becoming aware of any violations; (v) screen each end user in accordance with your compliance policies, including the Minimum Compliance Policy Requirements in Section 6; and (vi) implement reasonable controls to prevent end users from initiating transactions with sanctioned wallet addresses or interacting with sanctioned software, including but not limited to mixing services or tumbling protocols identified on OFAC's sanctions lists or otherwise prohibited under applicable Sanctions. You will also use commercially reasonable, good faith efforts to ensure that each end user’s use of the End-User Application complies with applicable laws, these Terms, the requirements above, and the Documentation.

Notwithstanding the foregoing, nothing in this Section 6 requires or authorizes you to include in your End-User Application Terms any provision that would be void or unenforceable under applicable consumer protection law as applied to your end users, including Cal. Civ. Code § 1670.15 or any analogous federal or state statute governing consumer contracts.

●Your use of additional features, including the Transaction Broadcasting Feature and/or the Sponsorship Features, facilitates only blockchain network operations tied to our core non-custodial signing services and does not involve Turnkey accepting, holding, or transmitting funds or value on your behalf. You are solely responsible for ensuring your configuration and use of these features complies with all applicable laws and regulations, including any money transmission regulations. 

●If you are a Turnkey Integration Partner or Application Developer, you understand the inherent risks associated with cryptographic systems and you have an understanding of the usage and intricacies of native cryptographic tokens, smart-contract based tokens and blockchain-based software systems.

●Upon request, you will provide Turnkey with information and records required to satisfy Turnkey’s legal obligations, including, information or additional documentation from Covered Users.

●You will promptly inform Turnkey in writing if any of the above representations and warranties cease to be true.

7. FEES AND BILLING

Plans & Subscriptions. You can find a description of our Service tiers, subscription plans and pricing options on our website, and we will explain additional Service options that are available to you from time-to-time. Certain Service tiers are provided to you free-of-charge, but we reserve the right to charge for certain or all Services in the future. Some features and functionality may only be available under paid plans or tiers or may be subject to limitations, caps or additional fees. We reserve the right to modify the Service options or functionality available under our Service tiers in our sole discretion, including but not limited to imposing or modifying limitations or caps on certain functionality (including but not limited to limiting the number of sub-organizations or wallets that may be created).

Paid Services. The fees for the Services shall be as presented to you when you sign up to use or access the Services and are subject to the payment terms applicable to the plan or tier associated with your Account. If you or your organization has multiple Accounts (including but not limited to, separate staging and production account environments), (a) you agree that these will be collected treated as one Account for purposes of calculating limitations or caps associated with your Services tier and (b) you agree to be billed collectively for all Accounts and sub-accounts associated or affiliated with your organization, unless agreed otherwise by us in writing. Please note that any payment terms or associated usage limitations presented to you in the process of using or signing up for the Services (including when selecting a subscription plan or tier) are deemed part of these Terms. Service plans or tiers are automatically renewing subscriptions that may require recurring payments (depending on the plan selected or unless explicitly stated otherwise). We reserve the right to change our fees at our discretion with notice.

Billing Period. Each billing period is a calendar month (each, a "Billing Period"). The first Billing Period runs from the date User's subscription to the applicable Service begins through the end of that calendar month and is prorated accordingly; thereafter, each Billing Period is a full calendar month, billed monthly in arrears.

The Transaction Broadcasting Feature and the Sponsorship Features. Network Fees sponsored under the Gas Sponsorship Feature, and Rent-Exempt Deposits sponsored under the Rent Sponsorship Feature are billed monthly in USD as an infrastructure/usage fee only and are not a reimbursement for transmitted value. No User deposits of Digital Assets or other value is required or accepted. Rent-Exempt Deposits prefunded by the Paymaster are billable at the time of prefunding, regardless of whether such deposits are subsequently reclaimed by a Covered User or a third party through account closure. The billing event is the Paymaster’s payment of the Rent-Exempt Deposit, not the net economic outcome of any subsequent account closure or deposit reclamation. Notwithstanding the foregoing, where a Rent-Exempt Deposit is both prefunded and reclaimed within the same on-chain transaction (such as temporary accounts created and closed as part of a single decentralized exchange swap), Turnkey may, in its sole discretion, exclude such deposits from billing. Each instance of exclusion is discretionary and does not create an obligation to net or offset Rent-Exempt Deposit charges in any other circumstance. If you enable the Gas Sponsorship Feature, you agree that Turnkey may charge you an infrastructure/usage fee based on the USD value of Network Fees at the time of broadcast and inclusive of any applicable service fees and taxes. 

The USD conversion rate for Network Fees is determined solely by Turnkey using data from a reputable third-party market data provider (e.g., Alchemy or similar) at the time the transaction is processed. You acknowledge that digital asset prices may vary across different data sources and agree that Turnkey’s determination of the applicable exchange rate shall be final and binding, absent manifest error.

You acknowledge that such costs can vary in real time and that you remain fully responsible for all Network Fees incurred in connection with the Gas Sponsorship feature regardless of the source or cause of the transaction(s) (including transactions initiated by third parties using your credentials, any unauthorized, fraudulent, failed, dropped, or re-broadcast transactions), except to the extent resulting from Turnkey’s gross negligence or willful misconduct. Turnkey may revise its pricing or fee structure for the Gas Sponsorship feature (or any other optional feature) at any time upon notice, including via the Platform, an applicable Order Form, pricing schedule, or other communication.

Message and Data Rates; SMS Authentication. Message and data rates may apply for any messages sent to you from us and to us from you. If you enable SMS authentication, you agree that Turnkey may charge you for all associated messaging costs, which may be passed through at cost or include additional fees, at Turnkey’s sole discretion. You acknowledge that such costs may fluctuate and may not reflect real-time carrier rates, and that you remain responsible for all such costs incurred in connection with SMS authentication, regardless of the source or cause of the activity, including any unauthorized or fraudulent use, except to the extent resulting from Turnkey’s gross negligence or willful misconduct. Turnkey may revise its pricing for SMS authentication or any other optional feature or functionality at any time upon notice, including via an applicable Order Form, pricing schedule, or other communication. You will receive one message per login. If you have any questions about your text plan or data plan, please contact your wireless provider.   

Billing. We use third-party service providers, including a billing provider and a payment processor, to calculate charges and process payments in order to bill you through a payment account linked to your Account for use of the Services. The processing of billing and payments through such providers will be subject to the terms, conditions and privacy policies of each applicable provider. By choosing to use the Services, you agree to pay us, through our billing and payment providers, in accordance with the applicable payment terms. We reserve the right to correct any errors or mistakes that our billing provider or  payment processor makes even if payment has already been requested or received. You agree to pay us based on all activity that occurs under or associated with your Account and your Covered Users (including any and all activity by or through any Bundled Product Integration or End-User Application). You must notify Turnkey in writing of any billing dispute within sixty (60) calendar days of the invoice date. Failure to raise a dispute within this period constitutes your acceptance of the charges and a waiver of any claims related to such charges, except in cases of manifest error by Turnkey. If you fail to pay any amounts due to Turnkey under these Terms or any Enterprise Service Agreement or Order Form within sixty (60) calendar days of the applicable due date, Turnkey may, upon written notice (email to the billing contact on record sufficient) and in its sole discretion, take any one or more of the following actions in any order or combination: (i) impose Rate Limits (as defined below) pursuant to the Rate Limiting provisions below; (ii) suspend access to any or all Services until such amounts are paid in full; or (iii) pursue any other remedies available to Turnkey at law or in equity, including termination of access to the Services. Turnkey’s election to impose Rate Limits shall not constitute a waiver of Turnkey’s right to subsequently suspend or terminate access to the Services or to pursue collection of past-due amounts.

Payment Method. The terms of your payment will be based on your payment method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method. If we, through the payment processor, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand.

Recurring Billing. Unless otherwise expressly specified in an Enterprise Service Agreement, Order Form, or other valid written agreement with Turnkey, you have chosen a recurring payment plan and authorize us to automatically charge your credit card in the amount of your usage, in accordance with your subscription plan or tier (as applicable), in arrears at the end of each Billing Period until your service is terminated. By choosing a recurring payment plan, you acknowledge that such Services have a recurring payment feature, and you accept responsibility for all recurring charges prior to the successful revocation of such authorization. WE MAY SUBMIT CHARGES AT THE END OF EACH BILLING PERIOD WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT.

Current information required. You must provide current, complete and accurate information for billing in your Account, including a valid credit card. You must promptly update all information relevant to billing to keep your Account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us, our billing provider, or our payment processor if your payment method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your Authentication Credentials. Changes to such information can be made in your Account settings. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of the Services under your Account unless and until you have terminated your use of the Services, provided that, you will remain responsible for paying (i) all usage-based fees you incur prior to such termination and (ii) any remaining recurring fees under any Enterprise Services Agreement or Order Form for the remainder of the then-current term.

Auto-Renewal. If you have signed up for a subscription-based plan, unless you have terminated your subscription, any Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current rate for the applicable Service (which rates are subject to change at any time at our discretion). To change or resign your Services at any time, go to Account settings. If you terminate your use of the Services, you will only be billed for your usage prior to termination. However, if applicable, you will not be eligible for a prorated refund of any portion of a subscription fee already paid for the then-current subscription period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE SERVICES THROUGH YOUR ACCOUNT SETTINGS OR TERMINATE YOUR ACCOUNT BEFORE THE END OF THE RECURRING TERM.

Reaffirmation of Authorization. Your non-termination or continued use of the Services reaffirms that we are authorized to charge your payment method for the Services. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Services.

Rate Limiting. For purposes of these Terms, "Rate Limits" means technical restrictions imposed by Turnkey on a User's or Covered User's access to or use of the Services, including but not limited to reducing the number or frequency of permitted API calls, Transaction Requests, sub-organizations, wallet creations, or other platform usage parameters below the baseline levels otherwise applicable to the User's subscription plan, tier, or Order Form. Turnkey may, in its sole discretion, set, adjust, or impose such Rate Limits, or otherwise limit the availability or functionality of Service features pursuant to these Rate Limits. By way of example, Turnkey may limit the rate of API calls in the interest of service stability, throttle unreasonable volumes of requests, or restrict access to certain features or functionality to preserve the performance, reliability, and security of the Services. In addition to any other rights Turnkey may have under these Terms, Turnkey may impose, reduce, or adjust Rate Limits if: (a) User fails to pay any amounts due to Turnkey within the time periods set forth in these Terms or any applicable Order Form or Enterprise Services Agreement; (b) User's or its Covered Users' use of the Services materially exceeds any usage thresholds, fee caps, or other limitations associated with User's then-current subscription plan, tier, or Order Form; (c) User or any of its Covered Users breaches any provision of these Terms, an applicable Order Form, or Enterprise Services Agreement; or (d) Turnkey reasonably determines that such Rate Limits are necessary to protect the stability, security, performance, or availability of the Services. Where Rate Limits are imposed for non-payment, such restrictions shall be lifted promptly upon Turnkey's confirmation of receipt of all past-due amounts. After Rate Limits for non-payment have been in effect for at least fifteen (15) calendar days without cure, or at any time if Turnkey reasonably determines that Rate Limits are insufficient to protect its interests, Turnkey may suspend access to any or all Services until such amounts are paid in full. Turnkey's election to impose Rate Limits shall not constitute a waiver of Turnkey's right to subsequently suspend or terminate access to the Services, or to pursue collection of past-due amounts. The foregoing notwithstanding, Turnkey's Rate Limits and suspension rights are subject to any written cure period expressly set forth in an applicable Order Form or Enterprise Services Agreement. Turnkey will use commercially reasonable efforts to provide notice prior to imposing or materially modifying Rate Limits applicable to User, except where immediate action is reasonably necessary to protect the stability, security, or availability of the Services. Consistent with Section 18 (Limitation of Liability), Turnkey shall have no liability for any losses, damages, missed protocol opportunities, or failed transactions arising out of or in connection with the imposition or adjustment of Rate Limits. The imposition of Rate Limits shall not relieve User of any payment obligations under these Terms.

Abusive Usage. Turnkey may monitor the Services for users abusing, circumventing, or attempting to abuse or circumvent restrictions associated with the Services or any applicable subscription plans or tiers. Turnkey may take action against you including, but not limited to, billing you for overages, requiring you to upgrade your plan, discontinuing your, or your Covered Users,’ use of the Services or your plan, or terminating your, or your Covered Users’, access to the Services if it is determined by Turnkey, in its sole discretion, that you or your Covered Users employed means, or that your Bundled Product Integration, End-User Application or other application or service permitted others, to circumvent any restriction or limitation applicable to the Services or your plan. For the avoidance of doubt, the remedies available to Turnkey under this Section 7 (including the imposition of Rate Limits pursuant to the Rate Limiting provisions above and service suspension) are independent, and Turnkey may apply any combination of them in response to non-payment or abusive system usage.

Third-Party Fees. Any fees, charges, transaction costs, or downtime incurred through a third-party (including Coinbase, Coinbase Services, MoonPay, and MoonPay Services, in each case, as defined below) are solely your responsibility. Turnkey does not collect, hold, or refund such fees, nor is Turnkey liable for any unanticipated delays, transaction failures, or losses arising from use of Coinbase Services, MoonPay Services, or network conditions. 

Taxes. The fees are exclusive of, and User will be solely responsible for, all applicable taxes in connection with these Terms (including any Order Form hereunder), including any sales, use, excise, value-added (VAT), goods and services (GST/HST/PST), consumption, business, service, digital, digital asset, cryptocurrency, transaction, privilege, gross receipts, franchise, equalization levies, data processing, cloud computing, Software-as-a-Service (SaaS), and other similar taxes,duties, tariffs, levies, or governmental surcharges (but excluding taxes based on Turnkey’s net income). Should any payment for the Services provided by User be subject to withholding tax by any taxing authority, User will reimburse Turnkey for such withholding tax.

8. LICENSES AND OWNERSHIP

Turnkey Services License Grant. Subject to User’s compliance with the terms and conditions of these Terms, Turnkey hereby grants User a limited, revocable, worldwide, non-exclusive, nontransferable (subject to the User Content section below), non-sublicensable right to use the Services for User’s personal or internal business purposes so long as the User remains subject to these Terms; provided that User strictly complies with the restrictions set forth in Section 11 of these Terms.

Turnkey’s Intellectual Property. Subject to the foregoing, Turnkey and its licensors exclusively own all right, title and interest in and to the Turnkey logo and Turnkey marks (the “Turnkey Marks”), the Platform, the Documentation, Services Output, the Services, all improvements, modifications or enhancements to, or derivative works of, the foregoing, and all Intellectual Property Rights (as defined below) in and to any of the foregoing (together with the Turnkey Marks, collectively the “Turnkey IP”) and Content (excluding User Content), including all associated Intellectual Property Rights. For purposes of these Terms: “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights, trademarks, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world. You acknowledge that the Turnkey IP and Content (excluding User Content) are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content (excluding User Content).

Ownership of User Content. For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; (ii) “User Content” means any Content that you make available through the Services including any Transaction Request details generated through the Platform; and “Services Output” means all data, information and materials generated by the Services based on User Content, including data models and data output. Content includes User Content. We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content unless otherwise specified by these Terms.

Your License Grant to Turnkey. In order to operate and provide our Services, you grant us a worldwide, fully paid-up, non-exclusive, royalty-free, sublicensable, and transferable license to (i) use, copy, distribute, create derivative works of, display, and perform the User Content that you upload, submit, store, send, or receive on the Platform or through our Services, (ii) use your brand (which includes all of your service marks, trademarks, logos, brand names or trade names), and copyrighted material to the extent it is incorporated into your application (including any Bundled Product Integration or End-User Application) and in connection with the provision, maintenance, development and promotion of the Turnkey Services, and (iii) use, perform, display to the public, reproduce, distribute, make available, and import your application (including any Bundled Product Integration or End-User Application) to provide, maintain, develop and market the Turnkey Services. The rights you grant in this license are for the limited purpose of operating, providing and promoting our Services. Additional information about your privacy and how we collect, use, and share your information is available in the Privacy Policy.

Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you, and you grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to freely and without restriction use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Open Source and Third-Party Software. The Services may include open source or third-party software (“Third-Party Software”), and such software is made available to you under the terms of the applicable licenses. Where Third-Party Software is provided on an “as is” basis, without any representations or warranties of any kind, neither does Turnkey make any representations or warranties, and all Third-Party Software is subject to the limits on liability of these Terms.

Aggregated Data. Notwithstanding the provisions above in this Section 8, Turnkey may combine any anonymized data, and use such combined data, or a subset thereof (provided that for any such combined data or subset thereof a majority of such data may not consist of User Content), in strictly an aggregate and anonymous manner where such data becomes derived data. The derived data shall not identify User, any Authorized User, any client or investment vehicle of User or any Authorized User, or any holdings, positions, investments or portfolios of User or any User. User hereby agrees that Turnkey is the exclusive owner of all such derived data.

User Content Warranties. You warrant and represent that you have the right and authority to submit your User Content and that the User Content or any part thereof does not infringe the Intellectual Property Rights or any other rights of any third-party. Further, you warrant and represent that you are solely responsible for all User Content, including any communications, templates, messages, or instructions provided to Turnkey for transmission, and you acknowledge that Turnkey does not review, verify, or vet such User Content and disclaims all responsibility and liability for any inaccuracies, errors, or inappropriate content contained therein.

Public Statements. You will not make any false or misleading claims about Turnkey or Your use of the Services. In addition, you will not make any statement that falsely claims or implies that your products or services are partnered with, sponsored by, or endorsed by Turnkey. Nothing in this provision restricts your right to make truthful statements about your use of the Turnkey Services.

Reservation of Rights. Nothing in these Terms or the performance thereof will operate to grant User any right, title or interest, whether by implication, estoppel or otherwise, in or to the Turnkey IP, other than as expressly set forth in these Terms. As between the parties, Turnkey will exclusively own all right, title and interest in and to the Turnkey IP. Subject to these Terms, all Intellectual Property Rights created in any such Turnkey IP will become property of Turnkey upon creation, and to the extent that sole ownership does not originally vest in Turnkey, such Intellectual Property Rights are hereby automatically and irrevocably assigned by User (and its Authorized Users) to Turnkey. User will, and will ensure the Authorized Users will, take any and all actions and execute any and all documents necessary to give effect to the preceding sentence. Each party hereby expressly reserves all Intellectual Property Rights not expressly granted hereunder.

Non-Exclusivity. You acknowledge and agree that Turnkey may now, or in the future, develop products or services that may compete with your products or services (including any Bundled Product Integration or End-User Application).

Confidentiality. You agree that, during the term of these Terms and thereafter, you will not (i) use Turnkey’s Confidential Information for any purpose not expressly authorized by these Terms, (ii) disclose such Confidential Information to any third party except as expressly permitted herein, and (iii) will protect such Confidential Information from unauthorized use or disclosure using at least the same degree of care you use to protect your own confidential information, and in no event less than reasonable care. For purposes of these Terms, “Confidential Information” means all non-public information disclosed by Turnkey to you, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes: (a) business plans, product roadmaps, pricing, financial data, technical data, trade secrets, know-how, software, designs, and other proprietary technology; (b) information about Turnkey’s customers, partners, suppliers, or business relationships; and (c) any non-public information relating to Turnkey’s operations, personnel, or internal policies. Confidential Information does not include information that: (x) becomes generally available to the public without breach of these Terms; (y) is rightfully received from a third party without restriction on use or disclosure; or (z) was independently developed by you without use of or reference to Turnkey’s Confidential Information. You may disclose Confidential Information to the extent required by law or valid order of a court or governmental authority, provided that, to the extent legally permitted, you give Turnkey prompt written notice and cooperate in any effort to seek a protective order or otherwise limit disclosure. Nothing in these Terms restricts your right to report violations of law to any governmental authority or to make disclosures protected under applicable whistleblower laws, including 18 U.S.C. § 1833(b). All Confidential Information remains the property of Turnkey. Upon Turnkey’s request, you agree to return or destroy all Confidential Information in your possession or control.

Digital Asset Ownership. As a non-custodial private key management solution, Turnkey does not act as a custodian with respect to your or your Covered Users’ Digital Assets. Turnkey does not have the ability to access, move or transfer funds on your or your Covered Users’ behalf. Title to and control over your (and your Covered Users’, as applicable) Digital Assets shall at all times remain with you (and your Covered Users) and shall not transfer to Turnkey. As between you and Turnkey, as the owner of Digital Assets used in connection with the Turnkey Services, you (and your Covered Users) shall bear all risk of loss of such Digital Assets. Turnkey shall have no liability for Digital Asset fluctuations. None of the Digital Assets used in connection with the Turnkey Services are the property of, or shall or may be loaned or transferred to, Turnkey; Turnkey does not represent or treat Digital Assets associated with Private Keys generated through your or your Covered Users’ use of the Services as belonging to Turnkey. Turnkey does not have the ability to withdraw, transfer, buy, or sell your or your Covered Users’ Digital Assets. At all times, you or your Covered Users have sole control over the Authentication Credentials required to utilize your or their Private Keys and only you or your Covered Users have the ability to transfer the Digital Assets associated with those Private Keys.

9. CUSTOMER SUPPORT

Turnkey will use commercially reasonable efforts to provide technical support to User in connection with its use of the Services in accordance with Turnkey’s then standard practices or pursuant to the applicable level of customer service or technical support provided under User’s currently effective Service tier or subscription plan, if any. Turnkey will endeavor to make the Services and Platform available to User except during Excused Downtime. For purposes of these Terms, “Excused Downtime” means: (i) planned downtime (with reasonable advance notice to User) of the Services or Platform; (ii) emergency downtime of the Services or Platform; and (iii) any unavailability of the Services or Platform due to your Bundled Product Integration or End-User Application or otherwise caused by circumstances beyond Turnkey’s reasonable control. For the avoidance of doubt, any Rate Limiting imposed pursuant to Section 7 does not constitute Excused Downtime and shall not give rise to any service credit, refund, or other claim by User on account of reduced service availability. User remains solely responsible for providing any customer, technical, or other forms of support with respect to User’s Bundled Product Integration or End-User Application to its Covered Users and end-users of the foregoing (including any Indirect Application Developers).

10. TERMINATION

We may, in our sole discretion, terminate Users (or any Covered User’s) access to and use of the Services, or any portion thereof, at any time and without notice to you. You may cancel your Account at any time by following the account closure instructions in the Platform or by reaching out to [email protected]. Cancellation is effective only when we confirm receipt. Cancelling your account will not terminate your payment obligations under any written agreement with Turnkey, including any Enterprise Services Agreement or Order Form, for the remainder, and you will be responsible for remitting payment to Turnkey through the then-current term. Upon any termination, discontinuation or cancellation of Services or your Account all rights or licenses granted to you under these Terms shall immediately cease and terminate and you shall forthwith cease the use or access of the Services (including the Platform) and Content thereon in any way whatsoever, other than Key Export functionality, if applicable and enabled by you. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, and without limiting the foregoing, all of the following will survive termination: any obligation you have to pay us (if applicable), indemnification obligations, any limitations on our liability, and any terms regarding disputes between us, including the Arbitration Agreement. Following cancellation of your Account, Turnkey has no responsibility to maintain, retain, or provide any of your data on your behalf. For the avoidance of doubt, the imposition of Rate Limits pursuant to Section 7 does not constitute a suspension or termination of the Services or User's Account and does not trigger any rights or obligations that arise upon termination or suspension.

For a period of up to ninety (90) calendar days following termination of your Account or ineligibility to continue using the Services, unless prohibited by law or government order, and provided that User has properly implemented Key Export functionality in accordance with the Documentation and any implementation instructions (including, ensuring that all Covered Users have provided a valid email address), User (or Covered Users) may continue using the Key Export functionality to export your and their Private Keys as set forth in, and in accordance with, the Documentation. Please note that if you (or your Covered Users) choose to export your or their Private Keys, you and your Covered Users will be solely responsible for the safekeeping, security and use of those Private Keys and any and all Digital Assets associated therewith. Turnkey shall have no responsibility for or liability with respect to any Private Key following Key Export.

11. RESTRICTIONS AND PROHIBITED USE

Any violation of these Terms, including the restrictions described below, may result in suspension or termination of your access or use of all or any part of the Services in Turnkey’s sole discretion. You agree to follow the restrictions below and you will not encourage or facilitate others to violate these restrictions.

User shall not (and will require its Covered Users not to), and shall not encourage or authorize others to (including through or by means of any Bundled Product Integration or End User Application):

● Use, display, mirror or frame the Services or any individual element within the Services, Turnkey’s name, any Turnkey Mark, trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Turnkey’s express written consent;

● Access, tamper with, or use non-public areas of the Services, Turnkey’s computer systems, or the technical delivery systems of Turnkey’s providers;

● Attempt to probe, scan or test the vulnerability of any Turnkey system or network or breach any security or authentication measures, provided that this restriction shall not apply to security research conducted (x) with Turnkey's prior written authorization, (y) in compliance with Turnkey's responsible disclosure policy (if any), and (z) in accordance with applicable law.

● Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Turnkey or any of Turnkey’s providers or any other third-party (including another user) to protect the Services;

● Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Turnkey designed to prevent or restrict access to the Services by Sanction Targets, including, using a virtual private network (“VPN”) to bypass geo-blocking measures;

● Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software or search agents provided by Turnkey or other generally available third-party web browsers;

● Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

● Use any meta tags or other hidden text or metadata utilizing a Turnkey Mark, trademark, logo URL or product name without Turnkey’s express written consent;

● Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third-party or in any manner not permitted by these Terms;

● Copy, rent, lease, sell, sublicense, or otherwise transfer your rights in the Services to a third-party;

● Alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Services;

● Use or access the Services for purposes of monitoring the availability, performance, or functionality of any of Turnkey’s products and service or for any other benchmarking purposes;

● Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;

● Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

● Interfere with, or attempt to interfere with, the access of any user, host or network, including sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

● Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

● Impersonate or misrepresent your affiliation with any person or entity;

● Violate any applicable law or regulation, including any related to the custody or transmission of money or Digital Assets, anti-money laundering (AML) and anti-terrorism financing laws (including the Bank Secrecy Act), export control laws, or Sanctions administered or enforced by the United States (including without limitation by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce, or the U.S. Department of State), the United Nations Security Council, the European Union, the United Kingdom, or any other applicable governmental or supranational sanctions authority. 

● Use the Services to conduct or facilitate any financial services activity that is subject to licensing, registration, or regulatory oversight without all required approvals, including securities trading, commodities transactions, margin or leveraged trading, money transmission without required licenses, or the offering of investment products or advice;

● Use the Services to create, support, or distribute Digital Assets that are intended to function as unregistered securities, including but not limited to assets that: (i) are redeemable for financial instruments in a manner designed to evade securities laws; (ii) grant rights to participate in unregistered token offerings or securities sales; or (iii) structured to provide financial returns or incentives such as staking rewards, yield farming bonuses, or token burn discounts that would reasonably be expected to qualify as investment contracts or similar financial products under applicable law;

● Engage in or knowingly assist any form of market manipulation or deceptive trading activity, including but not limited to front-running, wash trading, pump-and-dump schemes, spoofing, layering, or submitting offsetting trades to create a false appearance of market activity or asset pricing;

● Use the Services to engage in, promote, or facilitate illegal, criminal, unauthorized, or improper conduct or enterprise, including but not limited to money laundering, terrorist financing, sanctions violations, the exploitation of minors or other vulnerable persons, or the use of the Services in or for the benefit of any Sanctions Target;

● Use the Services to  facilitate "sybil attacks," "dusting attacks," or any activity designed to deanonymize other users or degrade the performance of underlying blockchain protocols;

● Use the Services to broadcast transactions that contain malicious code, "rug pull" logic, or smart contract functions designed to unilaterally seize assets from third parties;

● Use the Rent Sponsorship Feature, or permit or facilitate any Covered User’s use of the Rent Sponsorship Feature, to systematically extract economic value from Rent-Exempt Deposits funded by the Paymaster, including through repeated or automated patterns of sponsored account creation followed by account closure where the primary purpose of such pattern is to cause the Paymaster to fund Rent-Exempt Deposits that are then reclaimed by the User, Covered User, or any third party, whether such account closure occurs within a sponsored transaction or independently through direct interaction with the Protocol (including through use of an exported Private Key). For the avoidance of doubt, User shall not be deemed to have permitted or facilitated rent extraction solely by enabling both Key Export functionality and the Rent Sponsorship Feature, provided that User has implemented Policy Rules designed to mitigate rent-related risks as described in the Documentation. Incidental reclamation of Rent-Exempt Deposits occurring in the ordinary course of legitimate decentralized finance transactions (such as temporary account creation and closure within swap operations) shall not constitute a violation of this restriction;

● Fail to monitor and enforce compliance by all Covered Users with these restrictions, or fail to promptly terminate access for any individual found to be in violation;

● Use the Services, or otherwise commit any act, that brings Turnkey into public disrepute, contempt, scandal or ridicule; provided, however, that (i) this restriction shall not be construed to restrict any person's right to make truthful public statements about their experience with the Services, and (ii) with respect to Covered Users who are consumers as defined in California Civil Code § 1670.15, no provision of these Terms shall be construed to waive any right protected by California Civil Code §§ 1670.8 or 1670.15, or any analogous consumer protection statute; or

● Encourage, permit or enable any other individual to do any of the foregoing.

Although we have no obligation to monitor any User Content, we retain discretion to review, monitor, or take any action related to User Content at any time and for any reason without notice and if required or requested to do so, we may consult and cooperate with law enforcement authorities to prosecute users who violate the law. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content.

12. CONSENT TO RECEIVE TEXT MESSAGES

By opting in to receive text messages from Turnkey, each Covered User verifies that the mobile number provided to Turnkey is true and accurate and that such Covered User is the current subscriber or owner of any telephone number provided. By voluntarily providing such Covered User’s telephone number(s) and opting in to receiving text messages from Turnkey, such Covered User expressly agrees to receive recurring automated text messages (such as SMS, MMS, or successor protocols or technologies) from Turnkey and understand that consent is not required to make any purchase.

Turnkey provides a digital key management solution for you to securely sign data using our proprietary API technology. Covered Users can expect to receive one SMS message for each login request using Turnkey.com. In the message, such Covered User will be provided with a 6-digit verification code that can be used to login to the Covered User’s account.

Covered Users can cancel the SMS service at any time by texting “STOP” to the number from which Turnkey messaged the Covered User. After the Covered User sends the SMS message “STOP” to Turnkey, Turnkey will send the Covered User an SMS message to confirm that the Covered User has been unsubscribed. After this, the Covered User will no longer receive SMS messages from Turnkey. If the Covered User wants to join again, the Covered User may text RESUME to the same number and Turnkey will start sending SMS messages to the Covered User again. If Covered Users experience any issues with Turnkey’s messaging, they can reply with HELP for more assistance or request help directly at [email protected].

The mobile carriers Turnkey uses are not liable for delayed or undelivered messages. Turnkey will not be liable for any claims, losses, liability, costs and expenses (including reasonable attorneys’ fees) arising from any privacy, tort or other claims, including claims under the Federal Telephone Consumer Protection Act or any state law equivalents, including claims relating to the voluntary provision of a telephone number that is not owned by you or the Covered User. Opt-in consent for text messages is not shared with any third-party, except telecommunication technology providers (e.g. aggregators and providers of text message services) as defined in our Privacy Policy.

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If you have any questions regarding privacy, please read our Privacy Policy.

13. DISCLAIMERS AND ASSUMPTION OF RISK RELATED TO DIGITAL ASSETS

No Access to Private Keys or Account Control. NOTWITHSTANDING ANYTHING TO THE CONTRARY UNDER THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT TURNKEY DOES NOT HAVE ACCESS TO YOUR ACCOUNT OR YOUR, OR YOUR COVERED USERS’, PRIVATE KEYS AND IS NOT RESPONSIBLE IN ANY WAY FOR THE SECURITY OF YOUR ACCOUNT. TURNKEY HEREBY DISCLAIMS ANY AND ALL LIABILITY AND RESPONSIBILITY FOR OR IN CONNECTION WITH YOUR ACCOUNT, INCLUDING YOUR (OR YOUR COVERED USERS’) PRIVATE KEYS, AUTHENTICATION CREDENTIALS, AND ANY DIGITAL ASSETS, TRANSACTIONS, TRANSACTION REQUESTS OR OTHER CONTENT OR DATA AS APPLICABLE TO YOUR OR YOUR COVERED USERS’ DIRECT OR INDIRECT USE OF THE SERVICES OR PLATFORM (INCLUDING THROUGH ANY BUNDLED PRODUCT INTEGRATION OR END-USER APPLICATION) THEREON OR THERETHROUGH, AND YOU AND YOUR COVERED USERS AGREE TO HOLD TURNKEY HARMLESS FROM AND IN CONNECTION WITH ANY SUCH LIABILITY OR RESPONSIBILITY.

Imported and Exported Keys. FURTHERMORE AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, WITH RESPECT TO ANY IMPORTED OR EXPORTED PRIVATE KEY, TURNKEY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO THE PRIVATE KEY COPY AND ANY DIGITAL ASSETS THAT WERE ASSOCIATED WITH SUCH PRIVATE KEY ON OR THROUGH TURNKEY’S SERVICES OR PLATFORM (INCLUDING THROUGH ANY BUNDLED PRODUCT INTEGRATION OR END-USER APPLICATION). YOU (ALONG WITH YOUR COVERED USERS) WILL BE SOLELY RESPONSIBLE FOR THE MANAGEMENT OF SUCH PRIVATE KEY COPY AND FOR KEEPING SUCH PRIVATE KEY COPY SECURE, AND TURNKEY WILL NOT ASSIST YOU OR YOUR COVERED USERS WITH STORING, USING, MANAGING OR SECURING SUCH PRIVATE KEY COPY. IF YOU OR YOUR COVERED USERS LOSE ACCESS TO SUCH PRIVATE KEY COPY, YOU AND YOUR COVERED USERS ACKNOWLEDGE AND AGREE THAT TURNKEY HAS NO ABILITY TO ASSIST YOU OR YOUR COVERED USERS IN RETRIEVING OR ACCESSING THAT PRIVATE KEY COPY AND ANY DIGITAL ASSETS ASSOCIATED WITH THAT PRIVATE KEY COPY WILL BECOME PERMANENTLY INACCESSIBLE.TURNKEY IS NOT RESPONSIBLE FOR AND WILL NOT PROVIDE ANY SUPPORT OR CUSTOMER SERVICE RELATED TO YOUR OR YOUR COVERED USERS’ USE OF SUCH PRIVATE KEY WITH ANY OTHER WALLET SOFTWARE OR HARDWARE, AND TURNKEY MAKES NO REPRESENTATION THAT ANY OTHER SOFTWARE OR HARDWARE WILL BE COMPATIBLE WITH SUCH PRIVATE KEY AFTER EXPORT. TURNKEY SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER WITH RESPECT TO ANY OF THE FOREGOING AND YOU (AND YOUR COVERED USERS) AGREE TO HOLD TURNKEY HARMLESS FROM AND IN CONNECTION WITH ANY SUCH LIABILITY OR RESPONSIBILITY.

Digital Asset Risks. TURNKEY TAKES NO RESPONSIBILITY, AND WILL NOT BE LIABLE TO YOU OR YOUR COVERED USERS, FOR ANY USE OF DIGITAL ASSETS, INCLUDING NON-FUNGIBLE TOKENS, TOKENS, OR CRYPTOCURRENCIES, OR FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING OUT OF OR RELATED TO: (I) USER ERROR (E.G., FORGOTTEN AUTHENTICATION CREDENTIALS, MISTYPED ADDRESSES, OR INCORRECTLY CONSTRUCTED TRANSACTIONS); (II) SERVER FAILURE OR DATA LOSS NOT CAUSED BY TURNKEY’S GROSS NEGLIGENCE; (III) CORRUPTED OR COMPROMISED DIGITAL WALLETS; (IV) UNAUTHORIZED ACCESS TO APPLICATIONS OR ACCOUNTS; (V) UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING PHISHING, MALWARE, BRUTE-FORCE ATTACKS, OR OTHER CYBER ATTACKS; (VI) VULNERABILITIES, BUGS, OR FAILURES IN ANY BLOCKCHAIN NETWORK, SMART CONTRACT, DECENTRALIZED APPLICATION, OR PROTOCOL; OR (VII) THE VALIDITY, UNIQUENESS, TITLE, TRANSFERABILITY, OR VALUE (INHERENT OR MARKET) OF ANY DIGITAL ASSET. TURNKEY DOES NOT CONTROL OR INFLUENCE THE VALUE, FUNCTIONALITY, OR BEHAVIOR OF ANY DIGITAL ASSET OR BLOCKCHAIN NETWORK, AND MAKES NO REPRESENTATIONS REGARDING THEIR SECURITY, STABILITY, OR SUITABILITY FOR ANY PURPOSE. TURNKEY HAS NO OBLIGATION TO MONITOR, VERIFY, OR VET ANY BLOCKCHAIN PROTOCOLS OR THIRD-PARTY DIGITAL ASSETS USED IN CONNECTION WITH THE SERVICES, AND YOU ACKNOWLEDGE THAT DIGITAL ASSETS EXIST ONLY TO THE EXTENT VALIDATED BY THE RELEVANT BLOCKCHAIN LEDGER. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING AND SATISFYING ANY TAX OBLIGATIONS THAT MAY ARISE FROM YOUR OR YOUR COVERED USERS’ USE OF DIGITAL ASSETS IN CONNECTION WITH THE SERVICES. YOU FURTHER ACKNOWLEDGE THAT THE LEGAL AND REGULATORY LANDSCAPE GOVERNING DIGITAL ASSETS IS RAPIDLY EVOLVING AND MAY IMPACT YOUR ABILITY TO ACCESS OR USE CERTAIN ASSETS OR FEATURES. TURNKEY MAY, IN ITS SOLE DISCRETION, RESTRICT OR DISABLE ACCESS TO TRANSACTIONS, INTEGRATIONS, OR BLOCKCHAIN INTERACTIONS THAT IT BELIEVES MAY VIOLATE THESE TERMS OR APPLICABLE LAW, AND SHALL HAVE NO LIABILITY FOR ANY RESULTING LIMITATION OR LOSS.

Third-Party Services. The Services may contain links to, integrate with, or enable access to third-party applications, software, websites, protocols, tools, and other blockchain-based technologies and services, including trading platforms, dApps, and DeFi protocols (collectively, “Third-Party Services”). Third-Party Services include Coinbase, Inc., its affiliates, and service providers supporting its operations (collectively, “Coinbase”), as well as any services offered by Coinbase (“Coinbase Services”), and MoonPay USA LLC, its affiliates, and service providers supporting its operations (collectively, “MoonPay”), as well as any services offered by MoonPay (“MoonPay Services”) . Turnkey provides access to Third-Party Services solely as a convenience. While such services may integrate with or complement the Services (and Turnkey may have commercial arrangements with some providers) Turnkey does not operate, control, endorse, sponsor, or assume responsibility for the accuracy, availability, legality, security, or suitability of any Third-Party Services (including Coinbase Services and MoonPay Services), or any products, assets, offerings, content, or compliance obligations (such as know-your-customer (KYC), know-your-business (KYB), or AML requirements) associated therewith. For the avoidance of doubt, any integrations with Third-Party Services, including Coinbase Services and MoonPay Services, do not constitute an endorsement, partnership, or recommendation by Turnkey. You acknowledge and agree that: (i) any use of Third-Party Services is solely at your own risk and subject to separate terms between you and the applicable provider, (ii) you are not transacting with Turnkey when using Third-Party Services, and Turnkey assumes no responsibility or liability for your interactions with or reliance on such services (iii) Turnkey does not guarantee the performance, security, reliability, legality, or continued availability of any Third-Party Services, including Coinbase Services and MoonPay Services, (iv) any Digital Assets, rewards, yield, or returns you receive through a Third-Party Service are provided by the third party alone, and Turnkey makes no representations or guarantees regarding such outcomes, (v) Turnkey is not responsible for any fees, costs, losses, or liabilities arising from your use of Third-Party Services, (vi) Third-Party Services may expose you to significant financial, technical, or regulatory risks, including illiquidity, devaluation, lock-up, or loss, and (vii) Turnkey does not review or verify the legitimacy, safety, or representations of any Third-Party Service. 

Responsibility; No Fiduciary Relationship. You have complete control over and responsibility for your Digital Assets, and Turnkey will not be liable for any decisions or actions you take, or fail to take, in connection with your Digital Assets. Turnkey does not issue, buy, sell, transfer, or custody Digital Assets nor does Turnkey facilitate or make any recommendations related to, whether directly or indirectly, the issuance, purchase, or sale of any Digital Assets. Turnkey cannot access raw Private Key information for you or your Covered Users, and we cannot unilaterally initiate a Transaction Request. We are not your, or any Covered User’s, broker, intermediary, agent, advisor, or custodian, and we do not have a fiduciary relationship or obligation to you or your Covered Users regarding any other decisions or activities that you or your Covered Users effect when using your or their Private Key(s) or our Services, the Platform or through any Bundled Product Integration or End-User Application. We are not responsible for any activities that you or your Covered Users engage in when using your or their Private Key(s), and you should understand, and ensure your Covered Users understand, the risks associated with Digital Assets. You are solely responsible for any and all Transaction Requests that are initiated through your Account and we make no, and hereby disclaim all, representations, warranties, claims and assurances as to any Transaction Requests. Turnkey’s sole responsibility is to execute a Transaction Request that conforms to the Policy Rules. Turnkey will not review the accuracy of any Transaction Requests or Policy Rule changes. We make no representations and warranties as to any consequences of your or your Covered Users’ use of the Services, the Platform (including through any Bundled Product Integration or End-User Application) related to initiating Transaction Requests, including but not limited to any and all legal, regulatory or tax consequences. You acknowledge and agree that you are solely responsible for all aspects of establishing and updating Policy Rules, initiating Transaction Requests, or otherwise using the Services and managing your Digital Assets, including any actions of Covered Users, and including by through or by means of any Bundled Product Integration or End-User Application.

Limitations on Supported Networks and Protocols. The Services may not support curve encryption formats necessary for Private Key generation for certain blockchain networks, as may be described further in the Documentation. Under no circumstances should you or your Covered Users attempt to use the Services, the Platform, any Bundled Product Integration or End-User Application to store, send, request, or receive any assets on blockchain networks or curve encryption formats that we do not support. We assume no responsibility in connection with any attempt to use our Services, the Platform, any Bundled Product Integration or End-User Application with blockchain networks or curve encryption formats that we do not support. You acknowledge and agree (and will require your Covered Users to acknowledge and agree) that we are not liable for any Digital Asset that is sent to a Turnkey wallet on an unsupported blockchain network or curve encryption format. Turnkey assumes no responsibility for the operation of the underlying Protocols and is not able to guarantee the functionality or security of network operations. In particular, the underlying Protocols may be subject to sudden changes in operating rules. Any such operating changes may materially affect the availability, value, functionality, or the name of the Digital Asset you own. Turnkey does not control the timing and features of these material operating changes. In the event of any such operational change, Turnkey reserves the right to take such steps as may be necessary to protect the security and safety of its Services or the Platform, including temporarily suspending operations for the involved asset(s), and other necessary steps; Turnkey will use its best efforts to provide User with notice of its response to any material operating change; however, such changes are outside of Turnkey’s control and may occur without notice to Turnkey. Turnkey’s response to any material operating change is subject to its sole discretion and includes deciding not to support functionality associated with any underlying Protocol. User acknowledges and accepts the risks of operating changes to Digital Asset Protocols and agrees that Turnkey is not responsible for such operating changes and not liable for any loss of value or missed rewards User or Covered Users may experience as a result of such changes in operating rules.

Transaction Broadcasting, Gas Sponsorship, and Rent Sponsorship Risks. Turnkey provides no guarantees on transaction inclusion, speed, success, or re-broadcasts. You acknowledge that blockchain networks may charge non-refundable Network Fees for transaction attempts, regardless of success. You are solely responsible for these costs. You bear all risks from network conditions, policies, or Paymaster availability or balance sufficiency. Where the Rent Sponsorship Feature is enabled, you further acknowledge that: (a) Rent-Exempt Deposits funded by the Paymaster may be reclaimed by account owners in accordance with Protocol rules, including through account closure within a sponsored transaction or independently thereafter; (b) Turnkey has no obligation to recover, offset, or credit any such reclaimed deposits; (c) the policy engine controls and Documentation provided by Turnkey are tools to assist in managing rent-related costs, and User is solely responsible for the configuration and effectiveness of such User’s Policy Rules; and (d) enabling the Rent Sponsorship Feature while also enabling Key Export for Covered Users creates an inherent and irreducible risk that Covered Users may independently close sponsor-funded accounts and reclaim Rent-Exempt Deposits outside of Turnkey’s infrastructure, and User accepts this risk. These features are for tooling only and do not involve Turnkey accepting, holding, or transmitting funds or value.    

Informational Purposes Only; No Advice. For the avoidance of doubt, the Services do not include nor does Turnkey provide financial, investment, tax, legal, regulatory, accounting, business, or other advice, and you are solely responsible for determining whether any development, investment, investment strategy, or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance. Information provided by Turnkey on the Turnkey Site or otherwise (including links to any third-party sites or communications with Turnkey representatives) does not constitute investment advice, financial advice, trading advice, legal advice, tax advice or any other sort of advice or recommendation, and you should not treat it as such. Turnkey does not recommend that any Digital Asset should be bought, earned, sold, or held by you. Turnkey will not be held responsible for the decisions you or your Covered Users make to buy, sell, or hold any Digital Asset based on the information provided by Turnkey. Turnkey is not registered with the U.S. Securities and Exchange Commission or with any state, federal, or international regulator nor is it a financial institution, money services business or money transmitter. You acknowledge (and you will require your Covered Users to acknowledge) that Digital Assets are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

14. ACKNOWLEDGMENT OF RISKS

By accessing or using the Services in any way, you represent and warrant that you understand the inherent risks associated with cryptographic systems and blockchain-based networks; Digital Assets, including the usage and intricacies of native Digital Assets, like Ether (ETH) and SOL; smart contract based tokens, such as those that follow the Ethereum Token Standard, the Solana SPL Token and Token-2022 standards; and systems that interact with blockchain-based networks. Turnkey does not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the Ethereum and Solana blockchains, is open source, such that anyone can use, copy, modify, and distribute it.

By accessing or using the Services, the Platform, any Bundled Product Integration or End-User Application you acknowledge and agree (a) that Turnkey is not responsible for the operation of the software and networks underlying the Services, (b) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (c) that the underlying networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks,” which may materially affect the Services.

Blockchain networks use public/private key cryptography. Encrypted forms of Private Key(s) are stored at Turnkey’s servers, however we do not have access to your or your Covered Users’ raw Private Key(s). We have access to encrypted Private Key data only and only a User or Covered User may access raw Private Key(s). Neither Turnkey nor any other person or entity (other than your Covered Users, as authorized by you) will be able to unilaterally retrieve or move the Digital Assets controlled by the Private Keys associated with your Account.

User is responsible for determining whether to implement or offer Key Import or Key Export functionality for User’s Account or for its Covered Users. Should Turnkey suddenly go offline or cease offering the Services permanently for any reason, Users and Covered Users could potentially lose control and access to the Digital Assets associated with the Private Key(s) forever. Similarly, should a Turnkey Integration Partner or Application Developer or any Bundled Product Integration or End-User Application suddenly go offline or cease offering its products services or applications permanently for any reason, Covered Users could potentially lose control and access to the Digital Assets associated with their Private Key(s) forever. It is up to the User to enable Key Import or Key Export functionality for itself and its Covered Users or to pre-sign transactions to move User’s and Covered Users’ Digital Assets to another wallet address for future broadcasting to account for this risk. If User or a Covered User chooses to import or export Private Keys, User agrees (and will require its Covered Users to agree) (x) to do so strictly in accordance with the Documentation; and (y) that User (and its Covered Users) will be solely responsible for the security of the exported Private Key and access credentials related to imported Private Keys stored outside the platform, the associated wallet and the Digital Assets contained therein.

Turnkey does not have access to your Account. You alone are responsible for securing your Authentication Credentials. If you lock yourself out of your Account, we cannot help you get back into your Account or reset your Authentication Credentials. Losing control of Authentication Credentials will permanently and irreversibly deny you access to Digital Assets on the blockchain-based network and it is possible that you may lose access to your Account and Private Key information forever. If this occurs, then you will not be able to realize any value or utility from the Digital Assets that you may hold.

You understand that our Platform remains under development, which creates technological, and other risks when using or accessing the Platform. These risks include, among others, delays in signing Transaction Requests or retrieving Private Key data resulting from the servers of Turnkey being offline, or an incorrect display of information on the Platform in the case of server errors. You acknowledge that these risks may have a material impact on your use of the Platform, which may result in, among other things, your failing to fulfill transactions at your desired price or at all.

We must comply with applicable laws, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests.

You agree and acknowledge, and will require your Covered Users to agree and acknowledge, that Turnkey will have no obligation or responsibility with respect to any Private Keys (including, no obligation or responsibility to process Transaction Requests) after termination of your Account (or their subaccount) or expiration of the Terms (or applicable Order Form), other than to make available the Key Export functionality, provided that, and only to the extent that, such you have enabled such functionality on behalf of your Covered Users. Notwithstanding anything to the contrary in this Agreement, Turnkey shall have no responsibility for or liability in connection with any exported Private Key, the associated wallet or the Digital Assets contained therein, or for a Covered Users’ inability to access Key Export due to Users’ implementation decisions.

You hereby acknowledge and agree (and you will require your Covered Users to acknowledge and agree) that Turnkey will have no responsibility or liability for any loss, harm, damage or risks of any sort incurred as set forth in this Section 14, except to the extent such limitation would waive any right, penalty, or remedy that cannot be waived under applicable consumer protection law, including California Civil Code § 1670.15. Subject to the foregoing, you (and you will require your Covered Users to) hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Turnkey, its affiliates, and their respective shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in this Section 14.

IF YOU ARE A CALIFORNIA RESIDENT AND ARE USING THE SERVICES FOR BUSINESS PURPOSES (AND NOT AS A "CONSUMER" AS DEFINED IN CALIFORNIA CIVIL CODE § 1670.15), YOU HEREBY WAIVE CALIFORNIA CIVIL CODE § 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

15. Security

If you suspect that your Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you or Turnkey (collectively a “Security Breach”), you must notify Turnkey Support immediately (and in no circumstances more than 24 hours following discovery) at [email protected] and provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce or manage any Security Breach. 

Except to the maximum extent permitted by applicable law, and except to the extent such limitation would be void or unenforceable under applicable consumer protection or data breach notification law (including California Civil Code § 1798.150), Turnkey will not be liable or responsible for any losses, damages, or claims of any kind (including, without limitation, loss of Digital Assets, funds, private keys, or authentication credentials) arising out of or related to any actual or alleged Security Breach, compromise of Authentication Credentials, unauthorized access to your Account, or any other security incident, whether or not you report it, whether or not you report it promptly, and irrespective of any assistance, investigation, or remedial actions (or lack thereof) that Turnkey may provide. You acknowledge and agree that all risk of loss resulting from any Security Breach or unauthorized activity remains entirely with you and your Covered Users. For the avoidance of doubt, Turnkey has no obligation to monitor, prevent, detect, mitigate, reimburse, or compensate you for any Security Breach or any losses or consequence resulting therefrom.

16. WARRANTY DISCLAIMERS

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES AND OUR PLATFORM (INCLUDING THROUGH ANY BUNDLED PRODUCT INTEGRATION OR END-USER APPLICATION) IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SERVICES, OUR PLATFORM, THE DOCUMENTATION AND ANY OTHER MATERIAL WE PROVIDE OR MAKE AVAILABLE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TURNKEY SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. TURNKEY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SERVICES, THE PLATFORM, THE DOCUMENTATION OR ANY OF THE MATERIAL OR CONTENT CONTAINED THEREIN OR OTHERWISE MADE AVAILABLE WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE, OR THAT THE DOCUMENTATION OR OTHER CONTENT OR MATERIAL WILL BE ACCURATE, RELIABLE, TRUTHFUL, OR COMPLETE.

ADDITIONALLY, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TURNKEY HEREBY DISCLAIMS ANY AND ALL LIABILITY AND RESPONSIBILITY FOR OR IN CONNECTION WITH (A) ANY KEY MANAGEMENT SERVICE, INCLUDING ANY HANDLING, MISHANDLING, DISCLOSURE (INCLUDING UNAUTHORIZED DISCLOSURE), USE, OR MISUSE, OF ANY PRIVATE KEYS OR FAILURE BY US OR OUR SERVICE PROVIDERS TO PROVIDE ANY DECRYPTION KEYS TO YOU OR YOUR COVERED USERS, (B) TURNKEY’S ACTS OR OMISSIONS IN CONNECTION WITH ITS ASSISTANCE IN OBTAINING ANY DECRYPTION KEY FOR YOU OR YOUR COVERED USERS, INCLUDING TURNKEY’S FAILURE TO DO SO OR ITS NEGLIGENCE IN CONNECTION WITH SUCH ASSISTANCE (INCLUDING TURNKEY’S ACCIDENTAL OR IMPROPER DISCLOSURE OF AUTHENTICATION CREDENTIALS IN CONNECTION THEREWITH), (C) YOUR OR YOUR COVERED USERS’ ACCESS TO, INABILITY TO ACCESS, MISHANDLING OR DISCLOSURE OF, OR FAILURE TO PROPERLY SECURE, THE AUTHENTICATION CREDENTIALS ASSOCIATED WITH YOUR ACCOUNT, (D) ANY USE, MISUSE OR IMPLEMENTATION OF ANY BUNDLED PRODUCT INTEGRATION OR END-USER APPLICATION, INCLUDING, THE IMPLEMENTATION OF THE SERVICES OR PLATFORM IN CONNECTION WITH ANY BUNDLED PRODUCT INTEGRATION OR END-USER APPLICATION, (E) IMPLEMENTATION OF (OR FAILURE TO IMPLEMENT OR ENABLE) KEY EXPORT FUNCTIONALITY OR EXPORTED PRIVATE KEYS, INCLUDING, ANY DIGITAL ASSETS ASSOCIATED WITH EXPORTED PRIVATE KEYS, (F) IMPLEMENTATION OF (OR FAILURE TO IMPLEMENT OR ENABLE) KEY IMPORT FUNCTIONALITY OR SEED PHRASES OR ACCESS CREDENTIALS ASSOCIATED WITH IMPORTED PRIVATE KEYS, INCLUDING, ANY DIGITAL ASSETS ASSOCIATED WITH IMPORTED PRIVATE KEYS OUTSIDE THE SERVICES, OR (G) ANY AGENT INSTRUCTIONS (AS DEFINED IN SECTION 5) PROVIDED BY TURNKEY OR THIRD PARTIES, INCLUDING ANY ACTIONS TAKEN OR NOT TAKEN BY AI AGENTS (AS DEFINED IN SECTION 5) OPERATING UNDER USER'S AUTHENTICATION CREDENTIALS (INCLUDING ROOT-LEVEL CREDENTIALS), AND TURNKEY MAKES NO REPRESENTATION OR WARRANTY THAT AGENT INSTRUCTIONS WILL CAUSE AN AI AGENT TO BEHAVE IN ANY PARTICULAR MANNER, LIMIT THE SCOPE OF AI AGENT ACTIONS, OR PREVENT UNINTENDED TRANSACTIONS.

TURNKEY DOES NOT GUARANTEE THAT THE SERVICES OR PLATFORM WILL BE FREE FROM UNAUTHORIZED ACCESS, CYBERATTACKS, OR FRAUDULENT ACTIVITY. TURNKEY SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED OR FRAUDULENT COMMUNICATIONS TRANSMITTED THROUGH THE SERVICES, EXCEPT TO THE EXTENT CAUSED BY TURNKEY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

17. INDEMNITY

To the extent permitted under applicable law, you agree to indemnify and hold harmless Turnkey and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including reasonable legal and accounting fees arising out of or in any way connected with (i) your, or your Covered Users’, access to, use or misuse of the Services, the Platform, the Turnkey Site, your Account, or Content, including, any Bundled Product Integration or End-User Application, (ii) your User Content, (iii) third-party materials, (iv) any use or misuse of your or your Covered Users’ Authentication Credentials, or any other Authentication Credentials otherwise associated with your Account, (v) any content, data or information routed into or used in connection with the Services by you, your Covered Users or others acting on your behalf (or otherwise authorized by you or your Covered Users), (vi) the use or misuse of any service or application you or your Covered Users develop, provide or make available through the use of the Services or the Platform (including any Bundled Product Integration or End-User Application made available directly or indirectly by you or your Covered Users), (vii) your or your Covered Users’ violation of these Terms or failure to comply with applicable laws or regulations, (viii) any modifications, alterations, adaptations to, or implementations of, the Services or Platform inconsistent with the Documentation, or (ix) your or your Covered Users’ violation of any third-party right, including, any third-party Intellectual Property Rights. Turnkey reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Turnkey’s defense of such matter. You may not settle or compromise any such claim without Turnkey’s written consent.

If Turnkey reasonably believes the Services or the Platform (or any component thereof) could infringe any third-party’s Intellectual Property Rights, Turnkey may, at its sole option and expense use commercially reasonable efforts to: (i) procure the right for User to continue using the Services (or any infringing component thereof) to make it non-infringing without materially reducing its functionality; or (ii) replace the Services (or any infringing component thereof) with a non-infringing alternative that is functionally equivalent in all material respects. If the foregoing remedies are not available to Turnkey on commercially reasonable terms, then Turnkey may suspend or terminate User’s use of the Services upon notice to User.

18. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER TURNKEY NOR ITS SERVICE PROVIDERS (INCLUDING THOSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES) WILL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOSS OF FUNDS OR DIGITAL ASSETS, MISSED REWARDS OR SLASHING PENALTIES, FAILURE TO OBTAIN ACCOUNT ACCESS, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA, CUSTOMERS OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR OTHERWISE FROM THE USE OF OR INABILITY TO USE THE SERVICES OR PLATFORM (INCLUDING ANY BUNDLED PRODUCT INTEGRATION OR END-USER APPLICATION AND INCLUDING ANY ACTIONS TAKEN BY AI AGENTS (AS DEFINED IN SECTION 5) OPERATING UNDER USER'S AUTHENTICATION CREDENTIALS, WHETHER ROOT-LEVEL OR OTHERWISE), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TURNKEY OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TURNKEY SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM YOUR USE OF OR INTERACTION WITH ANY THIRD-PARTY INTEGRATION OR THIRD-PARTY SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF FUNDS, DATA, OR ACCESS TO FUNCTIONALITY RESULTING FROM DOWNTIME, MISCONFIGURATION, OR SECURITY FAILURE ATTRIBUTABLE TO SUCH THIRD-PARTY SERVICE. IN THE EVENT THAT A THIRD-PARTY SERVICE BECOMES UNAVAILABLE, CHANGES ITS TERMS, OR CEASES TO FUNCTION AS PREVIOUSLY EXPECTED, TURNKEY SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSSES OR DAMAGES YOU MAY INCUR AS A RESULT.

TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL TURNKEY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR PLATFORM (INCLUDING ANY BUNDLED PRODUCT INTEGRATION OR END-USER APPLICATION) EXCEED THE GREATER OF (I) THE AMOUNTS YOU HAVE PAID TO TURNKEY FOR USE OF THE SERVICES FOR THE PRIOR SIX (6) MONTH PERIOD OR (II) $1,000. THE FOREGOING LIMITATION SHALL NOT APPLY TO CLAIMS ARISING UNDER APPLICABLE CONSUMER PROTECTION STATUTES TO THE EXTENT SUCH LIMITATION WOULD BE VOID OR UNENFORCEABLE UNDER CALIFORNIA CIVIL CODE § 1670.15 OR ANALOGOUS LAW.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TURNKEY AND YOU.

19. CHOICE OF LAW AND ARBITRATION AGREEMENT

PLEASE READ THIS CAREFULLY.  IT AFFECTS YOUR RIGHTS.

Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.

Agreement to Arbitrate. This Section is referred to as the “Arbitration Agreement.” User agrees that any and all disputes or claims that have arisen or may arise between User and Turnkey, whether arising out of or relating to these Terms or the Services, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that User may assert individual claims in small claims court, if User’s claims qualify, and either party may seek equitable relief in court for infringement or other misuse of intellectual property rights (including trademarks, copyrights, patents, domain names, and trade secrets). User agrees that, by agreeing to these Terms, User and Turnkey are each waiving the right to a trial by jury or to participate in a class action. User’s rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate, provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement. This Arbitration Agreement applies to all disputes or claims and requests for relief that arose or were asserted before the effective date of these Terms or any prior version.

California Consumer Nexus Limitation. Notwithstanding anything to the contrary in this Section 19, if you are a “consumer” as defined in California Civil Code § 1670.15, the scope of this Arbitration Agreement is limited to disputes arising directly out of the use, payment, or provision of the specific Services provided under these Terms, and shall not extend to claims brought under California consumer protection statutes (including the Consumer Legal Remedies Act, Cal. Civ. Code § 1750 et seq.) to the extent such claims are not arbitrable under applicable law.

Prohibition of Class and Representative Actions and Non-Individualized Relief. User and Turnkey agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both User and Turnkey agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). If a court determines that applicable law precludes enforcement of this section’s limitations, such claims must be severed and brought in court. All remaining claims will proceed in arbitration.

Pre-Arbitration Dispute Resolution. Turnkey is always interested in resolving disputes amicably and efficiently, and most participant concerns can be resolved quickly and to the participant’s satisfaction by emailing Turnkey at [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Turnkey should be sent to the attention of TURNKEY LEGAL, 15 W. 18th Street, 10th Floor, New York, NY 10011 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Turnkey and User do not resolve the claim within sixty (60) calendar days after the Notice is received, User or Turnkey may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Turnkey or User shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which User or Turnkey is entitled.

Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Turnkey and User agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If User’s claim is for $10,000 or less, Turnkey agrees that User may choose whether 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. If User’s claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator will have authority to grant dispositive motions, issue equitable relief, and award the same remedies as a court of law on an individual basis.

Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.

Confidentiality. The parties agree that all aspects of any arbitration under these Terms (including the existence of the proceeding, submissions, testimony, and any award) shall remain strictly confidential and may not be disclosed to any third party without the prior written consent of both parties, except (i) as required by law, regulation, or court order (with prompt notice and efforts to secure confidential treatment, where legally permitted), or (ii) as necessary to enforce an award or judgment. Each party must take reasonable steps to protect this confidentiality and ensure compliance by its affiliates, advisors, and representatives.

Notwithstanding the foregoing, nothing in this section restricts any party's right to (i) make truthful statements about their own experience with the Services that do not disclose confidential arbitration proceedings, (ii) report potential violations of law to any governmental authority, or (iii) comply with any applicable law requiring disclosure of arbitration outcomes.

Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause (b) above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause (b) is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of these Terms will continue to apply.

20. EARLY ACCESS PRODUCTS AND DEMO APPLICATIONS

From time to time, we may offer services identified as early access, developer preview, beta, or test products (or by description of similar import) and make them available to you under these Terms (each, an "Early Access Product"). Likewise, in our developer Documentation, we may provide sample code or demo applications as a convenience to demonstrate certain features and functionality (each, a “Demo Application”).

Your participation or use of an Early Access Product or a Demo Application, will be governed by these Terms, including the additional terms and limitations set forth in this Section 20. You understand and acknowledge that the Early Access Product is still in a testing phase and is likely to contain errors or defects. Likewise, you understand and agree that Demo Applications are provided for testing and demonstrative purposes only, have limited functionality, are likely to contain errors or defects and are not suitable for production use.

In addition to the disclaimers set forth elsewhere in these Terms, you agree that the Early Access Products and Demo Applications provided are "AS IS" and "AS AVAILABLE." You should not rely on the performance or correct functioning of any Early Access Products or Demo Applications, nor should you rely on them for production use. You understand and agree that we may change, withdraw, terminate your access to, testing of or use of, or discontinue an Early Access Product, Demo Application, or any respective portions thereof, at any time and in our sole discretion, with or without notice to you. Your use of the Early Access Products or Demo Applications may be subject to additional limitations or conditions on a product-specific basis, which we may communicate to you through the Platform, Documentation, via email or through any other means as determined in our sole discretion. During your use of the Early Access Products, you will use commercially reasonable efforts to provide suggestions, comments or ideas and report issues or problems related to your use of the Early Access Products (collectively, "Early Access Feedback") to us in a timely basis or as otherwise agreed between the parties in writing (email will suffice). You agree not to disclose Feedback to any third-party and hereby assign to us all right, title and interest in and to any Feedback, without any right to compensation or other obligation from us.

21. PROMOTIONAL SUBSCRIPTIONS AND FREE TRIALS

From time to time we may offer some users a free trial or other promotional subscriptions to one or more of Turnkey’s Services. Such trial or promotional subscription is subject to these Terms and the terms of the applicable free trial or promotional subscription. Only one (1) trial or promotional subscription is available per user. Free trial eligibility is determined by Turnkey in its sole discretion and we may limit such eligibility or duration to prevent free trial abuse. Certain limitations may exist with respect to combining a free trial with any other offers. For some trials or promotional subscriptions, we may require you to provide your payment details to start the trial or promotional subscription. You may not receive a notice from Turnkey that your free trial has ended. BY PROVIDING PAYMENT DETAILS YOU AGREE THAT AT THE END OF YOUR APPLICABLE FREE TRIAL OR PROMOTIONAL SUBSCRIPTION PERIOD, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AND YOU WILL BE CHARGED THE SUBSCRIPTION FEE STATED IN YOUR OFFER EACH BILLING CYCLE UNTIL YOU CANCEL YOUR SUBSCRIPTION. To avoid charges to your payment method, you must cancel your free trial no later than the end of the period specified in the terms of the applicable free trial offer.

22. GENERAL TERMS

Entire Agreement.  These Terms constitute the entire and exclusive understanding and agreement between Turnkey and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Turnkey and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Headings; Interpretation. Section headings in these Terms are for convenience only and shall not govern the meaning or interpretation of these Terms. The terms “include,” “includes,” and “including” are deemed to be followed by the phrase “without limitation.” The word “or” shall be interpreted to have the inclusive meaning ordinarily associated with the term (ie. “and/or”) unless the context clearly indicates otherwise. Words in the singular include the plural and vice versa. Words of any gender include all genders.

No Strict Construction. These Terms shall not be construed against either party as the drafter.

Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Turnkey’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Turnkey may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. In the event that Turnkey is acquired by or merged with a third-party entity, we reserve the right to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

Notices. Any notices or other communications provided by Turnkey under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

Non-Waiver of Rights. Turnkey’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Turnkey. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Consumer Protections. Notwithstanding any other provision of these Terms, nothing in these Terms shall be construed to waive, limit, or restrict any right, penalty, or remedy available to a consumer under applicable consumer protection law, including California Civil Code §§ 1670.8, 1670.15, 1750 et seq. (Consumer Legal Remedies Act), or any analogous federal or state statute. To the extent any provision of these Terms conflicts with the foregoing as applied to a consumer, such provision shall be deemed modified to the minimum extent necessary to comply with applicable law, and the remainder of these Terms shall remain in full force and effect. For purposes of this section, "consumer" has the meaning set forth in California Civil Code § 1670.15.

No Joint Venture. Nothing contained in these Terms shall be deemed or construed as creating a joint venture or partnership between Turnkey and any party hereto.

Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, act of God, act of civil or military authorities, act of terrorists, civil disturbance, riots, rebellions, revolutions, quarantines, pandemics, war, strike or other labor dispute, fire, flood, earthquake, changes in law or other similar governmental action, embargoes, interruption in telecommunications or Internet services or network provider services, failure of equipment or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

No provision of these Terms is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than the parties and their respective successors and assigns.

23. CONTACT INFORMATION

If you have any questions about these Terms or the Services, please contact Turnkey at [email protected].

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