Terms of use
Last updated: Jul 2023
UTORG LAB (“we,” “our,” or “us”) provides users with certain software services available through a mobile application. The App allows users to: store digital assets; access the digital asset browser; view addresses and information that are part of digital asset networks and broadcast transactions; and additional features that UTORG LAB may add to the App from time to time (collectively "Services"). UTORG LAB has drafted these Terms of Service (the "Terms") to describe the terms and conditions that govern your use of all versions of the Application and the Services.

Agreement to Terms
By clicking on the "Accept Terms" button or by accessing the Application or using any or all of the Services, you agree that you have read and understood these Terms; you agree to be bound by these Terms; and you are legally competent to enter into these Terms. If you do not agree to be bound by these Terms, you may not access or use the Services.

WE DO NOT PROVIDE INVESTMENT OR FINANCIAL ADVICE OR COUNSELLING. WE ARE A WALLET PROVIDER ONLY, AND WE DO NOT GIVE ADVICE OR RECOMMENDATIONS REGARDING YOUR PARTICIPATION IN ANY DIGITAL ASSET TRANSACTIONS OR DEALINGS. DECISIONS ABOUT PARTICIPATING IN TRANSACTIONS OR DEALING IN DIGITAL ASSETS MUST BE AT YOUR OWN DISCRETION.

Privacy Policy
Please refer to the “Privacy Policy" for information on how we collect, use and disclose information from our App users.

You acknowledge and agree that your use of the Services is subject to the Privacy Policy. You further agree that we may collect, use and/or disclose your information (including any personal data you provide to us) in accordance with the Privacy Policy.

Changes to Terms or Services
We may modify the Terms at any time at our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the App, by providing you a notice through the App, or through other methods of communication which we deem reasonable. The modified Terms will be effective at the time they are posted on the App. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have modified the Terms, you are agreeing to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Who can use the services
Eligibility
You may use the Services if you are at least 18 years old and not disqualified from using the Services in accordance with applicable law.

Registration and information
If you wish to use the Services, You must either import or create a wallet. When you create a wallet, you will be assigned a private key. You agree that you will not disclose your account details to anyone and will inform us immediately of any unauthorized use of your account. 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 cybersecurity attack) affecting you, your Account and/or UTORG LAB, you must notify Support (support@utorg.com) immediately and provide accurate and up-to-date information throughout the incident. Notwithstanding the foregoing, you acknowledge and agree that you shall assume all risks related to the use of the Services and you shall be solely responsible for maintaining the confidentiality and security of your private key. When you create a wallet, you are strongly advised to take precautions in order to avoid loss of access to and/or control over your wallet. Suggested measures include, but are not limited to, the following: creating a strong unique password that you do not use for any other purpose (i.e. different to your phone password or any other passwords you use for websites, online services, etc.) and leveraging biometric authentication if available; do not store the private key and Secret Phrase in plain text online or in an unsecured physical location; limiting access to your devices and your wallet; taking all necessary precautions against malware on your devices and networks. You are responsible for all activities that occur under your account or are otherwise associated with your account credentials, whether or not you are aware of them. We reserve the right to suspend or terminate your Account, including if you provide inaccurate, misleading or incomplete information or if you fail to comply with Account registration requirements or these terms and conditions.

You are solely responsible for the integrity and security of your Account credentials and your twelve-word recovery phrase ("Recovery Phrase"). Your Recovery Phrase is the only way to access the cryptocurrency associated with your Account. Anyone who has access to your Recovery Phrase can access your Crypto-currency. IF YOU DO NOT GENERATE OR, LOSE YOUR RECOVERY PHRASE, YOU WILL NOT BE ABLE TO ACCESS YOUR CRYPTOCURRENCY IN THE APP. YOU ACKNOWLEDGED THAT the UTORG LAB DOES NOT HAVE ANY RESPONSIBILITY FOR THE SECURITY OF YOUR RECOVERY Phrase. YOU AGREE TO INDEMNIFY UTORG LAB AND ITS AVAILABILITIES FROM ANY DAMAGES ARISING OUT OF THE LOSS OF YOUR RESTORATION Phrase. YOU AGREE THAT the UTORG LAB AND ITS ASSOCIATES HAVE NO LIABILITY IF YOU LOSE YOUR RESTORATION PHRASE AND CANNOT ACCESS YOUR CRYPTOCURRENCY.

Ownership and Control
You own and control digital assets held in your Account. As the sole owner of digital assets in your Account, you shall bear all risk of loss of such digital assets. UTORG LAB shall have no liability for digital asset fluctuations or loss associated with your use of the App. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your digital assets by sending it to a different blockchain address.

Services
Noncustodial wallet software for digital assets such as cryptocurrencies, meaning you are solely in control of and responsible for your Digital Assets and private keys, and accordingly you can authorize transactions from your wallet address. You expressly acknowledge and agree that, as is a noncustodial wallet software, you are solely responsible for your activity and any risk of loss at all times.

Service allows you to:
  • Generate wallet addresses and associated private keys that you may use to send and receive digital assets;
  • View digital asset price information made available by third party service provider(s);
  • Buy Digital Assets with Payment Methods. If you use https://utorg.app/ to purchase Digital Assets with your credit, debit card or alternative payment methods, a third party will convert your chosen amount into the applicable Digital Asset and credit it to your wallet. The third party for the purchase of the Digital Assets is UAB ‘Utrg” (Reg. No. 306062887), a Lithuanian crypto exchange licensed service provider, website: https://utpay.io/. By signing this Terms of Use, you also confirm that you have read and agree to UAB ‘Utrg” Terms of Use and Privacy Policy, which can be found by the following links: https://utpay.io/terms-of-use, https://utpay.io/privacy-policy. You acknowledge and agree that: (i) UTORG LAB is not responsible for your use of such third-party service and shall have no liability whatsoever in connection with your use of such service; (ii) you will be subject to any terms and conditions imposed by the relevant third-party service provider; (iii) UTORG LAB has no ability to change, withdraw or cancel any conversion requests you place; (iv) UTORG LAB is not responsible for any exchange rates offered by the relevant third-party service provider(s), and (v) UTORG LAB is not responsible for any fees charged by the relevant third-party service provider(s) or your bank or credit card issuer(s).

Wallet Address, Private Key, and Backup Capabilities
An encrypted backup of certain information associated with your wallet can be stored on eligible devices. The private key is associated with the wallet address and, together, they can be used to authorize the transfer of Digital Assets to and from that wallet address. You are solely responsible for the retention and security of your private key and any mnemonic phrase (“Secret Phrase”) associated with your wallet. You must keep your wallet address, Secret Phrase, and private key access information secure. It is very important that you back up your private keys, backup phrases or passwords. Failure to do so may result in the loss of control of Digital Assets associated with your wallet. You acknowledge and agree that we do not receive or store your wallet password, encrypted private key, unencrypted private key, or Secret Phrase associated with your wallet. We cannot generate a new password for your wallet if you fail to remember your original password. If you have not safely stored a backup of any wallet address and private key pairs maintained in your wallet, you accept and acknowledge that any Digital Assets you have associated with such wallet address will become inaccessible. Accordingly, we shall have no responsibility or liability whatsoever in the event you are unable to access your wallet for any reason including without limitation your failure to keep your wallet address, Secret Phrase and private key information secure.

Digital Asset Transactions
In order for all proposed Digital Asset transactions to be completed, they must be confirmed and recorded in the Digital Asset’s associated public blockchain. Such networks are decentralized, peer-to-peer networks supported by independent third parties, which we do not own, control, or operate. We have no control over the blockchain networks and, therefore, cannot and do not ensure that any transaction details that you submit via our Services will be confirmed and processed. By using our service, you acknowledge and agree that: we do not have the ability to cancel or otherwise modify your transaction; the transaction details you submit may not be completed, or may be substantially delayed, by the applicable blockchain networks; we do not store, send, or receive Digital Assets; and any transfer that occurs in relation to any Digital Asset occurs on the relevant blockchain network and not on a network owned by us, and therefore we do not guarantee the transfer of title or right in any Digital Asset.

Accuracy of Information Provided by User
You represent and warrant that any information you provide via the Services is accurate and complete. You accept and acknowledge that we are not responsible for any errors or omissions that you make in connection with any Digital Asset transaction initiated via the Services. We strongly encourage you to review your transaction details carefully before attempting to transfer a Digital Asset.

Push Notifications
You can receive push notifications from us which will alert you when transactions involving your wallet are completed. You can access this service by going to "Settings" and turning "Push notifications" on/off.

Transaction Fees
There may be transaction fees (e.g. mining fees) associated with your virtual currency transactions that are required by the virtual currency system or blockchain network that you engage with. You must ensure that you have an adequate balance in your wallet and/or “gas” to complete transactions before initiating a transaction. You acknowledge and agree that we will not be liable for any failed transactions or losses you incur due to incorrectly set transaction fees (i.e. too low or too high) or due to insufficient funds or gas associated with your wallet address. You further acknowledge and agree that we do not have access to your or anyone else’s transactions.

Acceptable Use and Enforcement Rights
You agree not to use the Services in ways that:

  • Violate, misappropriate, or infringe the rights of UTORG LAB, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights;
  • Are illegal, defamatory, threatening, intimidating, or harassing;
  • Involve impersonating someone;
  • Breach any duty toward or rights of any person or entity, including rights of publicity, privacy, or trademark;
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our service providers or any other third party (including another user) to protect the Services or Content;
  • Disguise your location through IP proxying or other methods;
  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
  • Violate any applicable law or regulation; or
  • Encourage or enable any other individual to do any of the foregoing.

You agree to comply with all applicable laws including but not limited to export restrictions, end-user restrictions, antiterrorism laws, and economic sanctions. You are not permitted to download the App or use the Services if doing so would violate applicable laws and regulations, including but not limited to those promulgated by the United Nations Security Council, Singapore, the United Kingdom, the United States (including those prohibiting dealings with sanctioned persons identified by the U.S. Department of the Treasury’s Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons (“SDN”), or other U.S. non-SDN restricted or prohibited parties lists, and those prohibiting dealings with persons organized, resident, or located in comprehensively sanctioned jurisdictions), and/or any other applicable national, provincial, federal, state, municipal or local laws and regulations (each as amended from time to time).

Third Party Materials
The Services and App may contain links to third-party services (“Third Party Materials”). When using any Third Party Materials, you understand that you are at no time transferring your assets to us. We provide access to Third Party Materials only as a convenience, do not have control over their content, and do not recommend, warrant or endorse, and are not responsible for the availability or legitimacy of, the content, products, services, or assets on or accessible from those Third Party Materials (including any related websites, resources or links displayed therein). You are solely responsible for any fees or costs associated with accessing Third Party Materials.

We make no warranties or representations, express or implied, about such linked Third Party Materials, the third parties they are owned and operated by, the information contained on them,the suitability of their products or services, or the assets they make accessible. You acknowledge sole responsibility for and assume all risk arising from your use of any Third Party Materials, third-party websites, applications, or resources. Third Party Materials may provide access to assets which have high risks of illiquidity, devaluation, lockup, or loss. UTORG LAB and its affiliates shall not bear any liability, whatsoever, for any damage caused by any Third-Party Materials. You should use care in linking your Wallet with any Third-Party Materials or otherwise providing any third-parties with access to your App.

Termination
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time. Upon any termination, discontinuation or cancellation of Services or your Account, all rights granted to you under these Terms shall immediately cease and terminate, and you shall forthwith cease to use access of the App in any way whatsoever; and notwithstanding the foregoing, all provisions will survive.

Warranty Disclaimers
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES AND CONTENT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE APP AND SERVICES 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, UTORG LAB SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. UTORG LAB DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SERVICES OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. SERVICE INTERRUPTIONS MAY CAUSE YOU TO BE SIGNED OUT OF YOUR ACCOUNT AND REQUIRE YOU TO RE-ENTER YOUR RECOVERY PHRASE TO REGAIN ACCESS.

YOU ARE SOLELY IN CONTROL OF AND RESPONSIBLE FOR STORING AND SECURING YOUR PRIVATE KEY AND RECOVERY PHRASE FOR THE APP. UTORG LAB DOES NOT STORE A BACKUP OF, AND WILL NOT BE ABLE TO RECOVER, YOUR PRIVATE KEY OR RECOVERY PHRASE. IF YOU LOSE YOUR RECOVERY PHRASE, THEN YOU WILL LOSE ACCESS TO ALL ASSETS YOU HAVE STORED IN YOUR WALLET. DO NOT LOSE YOUR RECOVERY PHRASE.

INDEMNITY
To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless us, our affiliates, and our respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors, from and against any and all claims, damages, obligations, losses, liabilities, tort, costs or debt, and expenses (including, but not limited to, attorney’s fees) arising from: (a) your use of and access to the Services; (b) any feedback or submissions you provide to us concerning App; (c) violation of any Third Party Content (d) your violation of the Terms; or (e) your violation of any law, rule, or regulation, or the rights of any third party.

Limitation of Liability
TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, UTORG LAB AND ITS AFFILIATES SHALL NOT BE LIABLE FOR DAMAGES OF ANY TYPE, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES ALLEGEDLY ARISING FROM THE COMPROMISE OR LOSS OF YOUR LOGIN CREDENTIALS OR FUNDS, OR LOSS OF OR INABILITY TO RESTORE ACCESS FROM YOUR RECOVERY PHRASE, OR FOR MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS IN THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO ANY DIGITAL ASSET NETWORK, OR THE FAILURE OF ANY MESSAGE TO SEND OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF ETHER OR ANY OTHER DIGITAL TOKEN OR DIGITAL ASSET ON A DIGITAL ASSET NETWORK. UTORG LAB SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, EVEN IF AN AUTHORIZED REPRESENTATIVE OF UTORG LAB HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

UTORG LAB MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ABOUT LINKED THIRD PARTY SERVICES, THE THIRD PARTIES THEY ARE OWNED AND OPERATED BY, THE INFORMATION CONTAINED ON THEM, ASSETS AVAILABLE THROUGH THEM, OR THE SUITABILITY, PRIVACY, OR SECURITY OF THEIR PRODUCTS OR SERVICES. YOU ACKNOWLEDGE SOLE RESPONSIBILITY FOR AND ASSUME ALL RISK ARISING FROM YOUR USE OF THIRD-PARTY SERVICES, THIRD-PARTY WEBSITES, APPLICATIONS, OR RESOURCES, INCLUDING RISK OF LOSS FOR ASSETS TRADED THROUGH SUCH THIRD-PARTY SERVICES. UTORG LAB SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTIES AND ACCESSED THROUGH THE APP, SITE OR SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($USD100.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.

TIME LIMITATION ON CLAIMS
You agree that any claim you may have arising out of or related to your relationship with us must be filed within one year after such claim arises, otherwise, your claim is permanently barred.

NO WAIVER
Our failure to exercise or delay in exercising any right, power, or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of us. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

SEVERABILITY
If it turns out that any part of this Agreement is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term shall not affect or impair the validity or enforceability of any remaining part of that term, clause or provision or any other terms, clauses or provisions of these Terms.

FORCE MAJEURE
We shall not be held liable for any delays, failure in performance, or interruptions of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to: any delay or failure due to any acts of God, acts of civil or military authorities, acts of terrorism, civil or industrial disturbances, blockages, embargoes, war, strikes or other labor disputes, fire, earthquakes, storms or other nature-related events, interruption in electrical telecommunications or Internet services or network provider services, failure of hardware equipment and/or software or other utility failures, smart contract bugs or weaknesses, technological changes, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol, other catastrophe, or any other occurrences which are beyond our reasonable control, and shall not affect the validity and enforceability of any remaining provisions. If we are unable to perform our Services outlined in the Terms due to factors beyond our control, including, but not limited to, the aforementioned force majeure events or changes in applicable laws and/or sanctions policies, we shall not be liable for the Services provided under these Terms during the time period coincident with the event in question.
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