Last Updated: April 22, 2019

PLEASE READ THESE TERMS OF USE CAREFULLY. YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL TERMS INCORPORATED BY REFERENCE.

 

IMPORTANT INFORMATION FOR US CITIZENS / RESIDENTS

Equity and index products (stock and ETFs) listed within the Abra PTPC Application are NOT offered for sale in the United States of America, its territories or possessions, nor to any US person, including citizens of the United States of America, permanent residents of the United States of America (i.e., Green Card Holders) and companies established under the laws of the United States of America.

Furthermore, the equity and index products (stock and ETFs) listed within the Abra PTPC App are NOT offered for sale in any country or jurisdiction or to any persons where the purchase or sale of such products would constitute a violation of law.

Risk Statement. All investments involve substantial risk of loss. All trading strategies are used at your own risk and you are responsible for the financial resources you utilize. If the market moves against you, you may sustain a total loss of the initial amount you allocated to the investment. You should not engage in trading unless you fully understand the nature of the transaction you are entering into and the extent of your exposure to loss. If you do not fully understand these risks, you should seek independent advice from your financial advisor.

 

Scope. These are the Terms of Use of Plutus Technologies Philippines Corporation, which is referred to in these Terms as “Abra PTPC”, “we” or “us”.  Plutus Technologies Philippines Corporation is incorporated in the Philippines, Philippines Securities and Exchange Commission registration number CS201512064. These Terms combined with the Eligibility and Agreement definition below apply to any access and use of our website at http://www.abra.com, our online services, our Android and iOS mobile Apps, and any of our services related to or utilizing any of the foregoing, which we refer to in these Terms, collectively, as our Services.

Eligibility and Agreement. If you use our Services, these Terms apply. If you do not agree to these Terms, you must not use our Services. You can use our Services only if you can lawfully enter into an agreement to these Terms under applicable law. If you use our Services, you agree to do so in compliance with these Terms and with applicable laws and regulations.

Our Privacy Policy. Our Privacy Policy is located at http://www.abra.com/privacy-policy/. Our Privacy Policy describes how we collect, use, and share your personal information.

Changes to These Terms. We may make changes to these Terms, including when there are changes in our Services, technology, regulation or for other reasons. If we do, we will provide you with notice of such changes by posting the updated Terms on our website and changing the “Last Updated” date above. Any amended Terms will become effective no earlier than 5 days after they are posted and apply prospectively to use of the Services after such changes become effective, except that changes addressing new functions of the Abra PTPC Services or changes made for legal reasons will be effective immediately. Your continued use of the Services following the effective date of such changes will constitute your acceptance of such changes. If you do not agree to any amended Terms, you must discontinue using the Services.

The Abra PTPC Services. Abra PTPC provides a way to store, use, and manage cryptocurrencies as well as to gain investment exposure to financial assets that Abra PTPC has designated as supported by the Services (“supported assets”), using our wallet service, which we call Abra PTPC Wallet. Our Services may evolve over time. This means we may make changes, replace, or discontinue (temporarily or permanently) our Services at any time for any reason with or without notice. In this case, you may be prevented from accessing or using our Services. If, in our sole discretion, we decide to permanently discontinue our Services, we will provide you with notice via our website.

Premium Services. Abra PTPC provides certain premium services as part of our Services for which a fee is charged. The fees described below apply in connection with the following services:

    • Deposit Collateral. All investment contracts in the Abra PTPC Wallet are cryptocurrency collateralized contracts (C3’s.) To initiate an investment contract, collateral, eg. bitcoin, must be deposited into the wallet. You can deposit collateral in myriad ways including: i. via supported Abra PTPC Tellers who will convert your cash to cryptocurrency; ii. Abra PTPC exchange partners using payment means supported by each exchange partner in their respective jurisdiction. You can buy supported cryptocurrencies using an eligible exchange partner via supported payment methods such as bank transfer or an eligible card (see “Visa and Mastercard purchases” below). Buying supported cryptocurrencies using an exchange partner via a bank account may require either proof of good funds by authenticating the details of your bank account, including the account balance at the time of purchase, or it may require you to pre-fund the exchange partner-hosted bank account by wiring funds using instructions provided in the Abra PTPC Application (the Abra PTPC App). Upon completion of the cryptocurrency purchase, via any payment method, the cryptocurrency will be automatically transferred to your Abra PTPC App using the public address (key) associated with your phone number in the Abra PTPC App. iii) Deposit via an externally supported cryptocurrency wallet such as a bitcoin wallet, Ether wallet or a Litecoin wallet. Abra PTPC may choose to add additionally supported wallets from time to time at its sole discretion. Selling supported cryptocurrencies using an exchange partner to a bank account will result in delivery of the requisite amount of funds being delivered to your bank account via a normal bank wire service, or Single Euro Payments Area (SEPA) transfer according to the normal business schedule in your country.
    • SEPA / Euro Transactions. By entering this agreement, you agree to the terms of use of Coinify, our euro-based cryptocurrency and SEPA processing partner, found here: https://coinify.com/legal/ .
    • Visa and Mastercard purchases. By entering this agreement, you agree to the terms of use of Simplex (our global card processing partner) found here: https://www.simplex.com/terms-of-use/ .
    • Buy and Sell Fees. If you buy and or sell supported cryptocurrencies in your Abra PTPC Wallet from an Abra PTPC Teller, Abra PTPC exchange partner via either bank transfer or Eligible Card Purchase, there may be a fee associated with the transaction. The fee is specified in advance via the Abra PTPC App.
    • Send and Receive. These services are limited to select supported currencies in the Abra PTPC Wallet. You may send and receive select currencies to another Abra PTPC user, or to an external account or wallet outside of your Abra PTPC Wallet. When looking to send funds from a wallet without the send-and-receive service privileges, you need to first convert from one currency to another currency that supports the sending or withdrawal of funds. All applicable fees will be displayed before you confirm any transaction.
    • Exchange Services. Currencies inside the Abra PTPC Wallet may be exchanged from one currency to another currency. When you exchange a partial or full amount of a currency, you accept the applicable exchange rate and any applicable fees that will be displayed to you prior to conversion. Only certain supported currencies will have exchange privileges. These currencies may not be sent, received or recovered outside of Abra PTPC. Instead, these currencies are there to give you exposure to alternative digital assets such as, but not limited to, Ether. Abra PTPC reserves the right to modify the terms and conditions of the exchange services, including but not limited to, the addition, modification and removal of any supported cryptocurrency.
    • Invest in Fiat and Cryptocurrencies. When you wish to gain investment exposure to a supported cryptocurrency or fiat currency in the Abra PTPC App you are entering into a crypto collateralized contract (C3), with Abra PTPC as the counterparty, to receive exposure to the amount of the currency you wish to invest in. The software contract is based on a cryptocurrency chosen by Abra PTPC as suitable for such contracts (the “underlying cryptocurrency”; see below regarding transactions in underlying cryptocurrencies). You will have complete custody of your private key for the life of this transaction. Using cryptocurrency-based software contracts gives you investment exposure to any currency with the payout in either the underlying cryptocurrency or your fiat currency when you cancel the contract by converting the currency back to the underlying cryptocurrency within the Abra PTPC App. When you convert from the underlying cryptocurrency to another cryptocurrency, you are selling the underlying cryptocurrency controlled by your private key and entering into another cryptocurrency-based software contract with a multi-signature structure. This structure enables Abra PTPC to provide you with exposure to alternative cryptocurrencies. This multi-signature transaction is recorded on the blockchain of the underlying cryptocurrency. You own one of two private keys, as described below in the Section titled “2-of-2 Multi-Signature Wallet”, that allows you to exercise control over the underlying cryptocurrency. You do not own the destination currency; instead, you own a multi-signature structured amount of the underlying cryptocurrency. These transactions may incur mining fees because of being recorded on the underlying cryptocurrency’s blockchain. Buy and sell limits may apply to certain supported cryptocurrencies at Abra PTPC’s sole discretion. Abra PTPC reserves the right to modify the terms of supported cryptocurrency purchases and sales at any time and for any reason, including but not limited to, discontinuing such supported cryptocurrencies. If a supported cryptocurrency is discontinued, Abra PTPC will provide wallet functionality to prompt you for a mandatory conversion from the discontinued cryptocurrency to a cryptocurrency-based software contract in an underlying cryptocurrency designated by Abra PTPC.
    • Invest in ETFs and Individual Stocks. When you wish to gain investment exposure to an ETF or individual stock in the Abra PTPC App you are entering into a crypto collateralized contract (C3), with Abra PTPC as the counterparty, to receive exposure to the amount of the ETF or individual stock you wish to invest in. The C3 is based on a cryptocurrency chosen by Abra PTPC as suitable for such contracts (the “underlying cryptocurrency”; see below regarding transactions in underlying cryptocurrencies). Using C3 gives you investment exposure to any ETF or individual stock offered by Abra PTPC with the payout in the underlying cryptocurrency when you cancel the contract within the Abra PTPC App. When you convert from an ETF or individual stock to the underlying cryptocurrency, you are selling the underlying cryptocurrency controlled by your private key. This multi-signature transaction is recorded on the blockchain of the underlying cryptocurrency. You own one of two private keys, as described below in the Section titled “2-of-2 Multi-Signature Wallet”, that allows you to exercise control over the underlying cryptocurrency. You have complete custody of your private key for the life of the transaction. You do not own the ETF or individual stock; instead, you own a multi-signature structured amount of the underlying cryptocurrency. These transactions may incur mining fees because of being recorded on the relevant cryptocurrency’s blockchain.
      • General Termination Conditions – Abra PTPC may terminate a user’s position for a variety of reasons if it determines, in its sole judgment, that the underlying ETF or individual stock is no longer an adequate representation of the economics of the existing C3. This may occur in the case of certain corporate actions as noted below. Abra PTPC may also terminate a user’s position in other circumstances, for example, without limitation, in the case of illiquidity in the underlying ETF or individual stock, absence of sufficient and appropriate borrowing availability in the underlying ETF or individual stock, insolvency, dissolution or delisting of the underlying ETF or individual stock. If a C3 ETF or individual stock is terminated, Abra PTPC will provide wallet functionality to prompt you for a mandatory conversion from the terminated C3 ETF or individual stock to another C3 designated by Abra PTPC.
      • Trading Hours – Abra PTPC will execute trades in ETFs and individual stocks from 9:30 a.m. to 3:45 p.m. US Eastern Time, on days that  the US stock markets are open (Monday through Friday, except US holidays). If orders to trade ETFs or individual stocks are placed outside of the above trading hours, they will be executed once the next trading session begins. Abra PTPC will not execute orders when the relevant stock market has declared a halt in trading of an ETF, individual stock or the market as a whole. Abra PTPC does not, at this time, offer pre-market or after hours trading.

 

  • Order Types / Short Selling – All buy and sell orders placed for ETFs and individual stocks are market orders. A market order is an order for immediate execution, using the best bid or ask price reasonably available at the time of execution. Abra PTPC executes market orders on a best efforts basis and does not guarantee that orders will be executed at a specifically displayed price. Abra PTPC does not allow short selling at this time.

 

    • Trading Limits – Abra PTPC, in its sole discretion, may implement various limits on the size, frequency or other characteristics of trading in ETFs or individual stocks.
    • Cash Dividend Payment Terms – Cash dividend payments on individual stocks or ETFs (if applicable) purchased up to one business day prior to the published ex-dividend date and held in the User’s wallet on the published record date will be paid within 5 business days after the declared payment date. Cash dividend payments will be prorated for fractional shares and rounded down to the nearest cent. Abra PTPC reserves the right to cancel cash dividend payments for amounts less than the minimum amount that can be sent on the blockchain of the underlying cryptocurrency. During Early Access, Abra PTPC may choose not to pay out dividends until our Equity Product is in general availability.
    • Corporate Actions – Abra PTPC will not adjust customers’ positions pursuant to various corporate actions, for example, without limitation, stock dividends, stock splits, reverse stock splits, instead, we will terminate the user’s position prior to the ex-date of the event. We will announce terminations at the earliest opportunity.

Transactions in Bitcoin and Underlying Cryptocurrencies. As noted in the paragraph above, when you purchase a supported cryptocurrency, fiat currency, ETF or individual stock in the Abra PTPC App you are entering into a cryptocurrency collateralized software contract (C3), with Abra PTPC as the counterparty, to gain exposure to the amount of the financial asset you wish to invest in. Please be advised that this does not apply to positions you establish in either bitcoin or Abra PTPC’s designated underlying cryptocurrency. Positions established in bitcoin or Abra PTPC’s designated underlying cryptocurrency are held in your wallet in “native” form, recorded on the relevant cryptocurrency’s blockchain, not as a cryptocurrency-based software contract.

Abra PTPC cannot and does not guarantee the fiat currency value of bitcoin, underlying cryptocurrency, or any supported cryptocurrency. You may choose to protect the value of your cryptocurrency in a supported fiat currency of your choice or simply hold your bitcoin or underlying cryptocurrency unprotected against any fiat currency value. In the case that you choose to hold unprotected cryptocurrency, you acknowledge and agree that the value of a cryptocurrency is highly volatile and that buying, selling, and holding any cryptocurrency involves a high degree of risk. Cryptocurrency networks are operated by decentralized networks of independent third parties. Once a transaction request has been submitted to a network via the Services, the network will automatically complete or reject the request and you will not be able to cancel or otherwise modify your transaction request. The relevant cryptocurrency blockchain is solely responsible for verifying and confirming proposed transactions that you submit via the Services, and Abra PTPC cannot and does not confirm, cancel, or reverse crypto-to-crypto transactions, other than confirmation of the relevant network’s completion of a transaction. You acknowledge and agree that Abra PTPC is not responsible for any errors or omissions that you make in connection with any cryptocurrency transaction initiated via the Services. The Services submit your transaction request for confirmation to the relevant network. However, Abra PTPC has no control over any cryptocurrency network and therefore cannot and does not guarantee that any transaction request you submit via the Services will be completed. You acknowledge and agree that the transaction requests you submit via the Services may not be completed, or may be substantially delayed. When you complete a transaction request via the Services, you authorize us to submit your transaction request to the relevant network in accordance with the instructions you provide via the Services.

Refunds; Reversals. Once a transaction has been initiated, it cannot be reversed. Purchases using a bank account, debit card, or credit card may be reversed or may be subject to a chargeback or related claim. All payment transactions processed through the Services are non-refundable. You may have additional refund or charge-back rights under your agreement with the recipient of such funds, your bank, or applicable law. You should periodically review statements from your bank, which should reflect all applicable payment transactions made using that payment method. You can also always access the record of your transactions by logging into your Abra PTPC App.

Wallet Address and Private Key. When you create an Abra PTPC Wallet, the Services generate and store a cryptographic private and public key pair that you may use to send and receive bitcoin and/or Abra PTPC’s designated underlying cryptocurrency via the relevant cryptocurrency Network. The public key generated by the Services serves as your cryptocurrency wallet address, and is stored along with your phone number on the Abra PTPC Service in order to identify you to the network of Abra PTPC users. The private key uniquely matches the wallet address and must be used in connection with the wallet address to authorize the transfer of cryptocurrency from or to that wallet address. The private key is stored directly in the Abra PTPC Wallet on your phone. Abra PTPC has no access to your private key and may not, under any circumstance, initiate a transaction using your private key on your behalf.

Wallet Recovery Phrase. You agree that you are solely responsible for your Abra PTPC Wallet Recovery Phrase and shall take the necessary precautions to ensure its safekeeping. The Wallet Recovery Phrase allows you, the sole owner of your Abra PTPC Wallet’s private key, to recover your Abra PTPC Wallet in case your phone becomes unavailable for whatever reason including, but not limited to, the following: loss, theft, device damage or failure, forgotten PIN, or any other circumstance that would prohibit you from accessing the Abra PTPC Wallet. In order to safekeep your Wallet Recovery Phrase, you shall make copies of your Wallet Recovery Phrase and shall securely store all copies. Proper storage of your Wallet Recovery Phrase is vital to prevent risk of damage from natural disasters or risk of unauthorized access to your funds. YOU FULLY UNDERSTAND THAT ANY FAILURE TO MAKE AND PROTECT YOUR ABRA WALLET RECOVERY PHRASE MAY LEAD TO TOTAL LOSS OF THE FUNDS ASSOCIATED WITH YOUR ABRA WALLET PRIVATE KEY.

2-of-2 Multi-Signature Wallet. The multi-signature wallet structure utilized by the Abra PTPC Wallet provides exposure to alternative currencies without the need for you to physically obtain these alternative currencies. The multi-signature structure allows us to provide an indexing service, which pegs the value of underlying cryptocurrency associated with your Abra PTPC Wallet private key to that of another currency, such as US dollars, enforced through a multi-signature software contract. When you see a balance in your US dollar wallet, you are holding the underlying cryptocurrency as part of a multi-signature transaction where you have requested US dollars and not a supported cryptocurrency. This structure allows us to provide premium services, which allow for exposure to alternative currencies without requiring you to manage the complexity of these alternative currencies. In the event that Abra PTPC shall discontinue services, as it relates to 2-of-2 multi-signature wallets, you will be prompted within the Abra PTPC Wallet to convert these wallets into a single-signature wallet associated solely with your private key. You understand that any failure or inability on your part to accept the conversion prompt and subsequent conversion process will render your balances unusable until the conversion takes place. During the conversion process, any cryptocurrency balances will be converted to the underlying cryptocurrency at the conversion rate available at the time of conversion. Please note that the bitcoin (BTC) and the underlying cryptocurrency balance in your Abra PTPC Wallet conforms to a single signature wallet structure and that you have the sole private key to the use of any such bitcoin.

Ownership of Intellectual Property Rights. We retain all right, title, and interest (including all copyright, trademark, patent, trade secrets, and all other intellectual property rights) in our Services and all content on our Services, including our trademarks, service marks, designs, logos, URLs, and trade names that are displayed on our Service, which we refer to in these Terms, collectively, as the Abra PTPC Materials. We hereby grant you a limited, nonexclusive, and non-sublicensable license to access and use the Abra PTPC Materials for your personal or internal business use. Such license is subject to these Terms and does not permit any resale of the Abra PTPC Materials; the distribution, public performance or public display of any Abra PTPC Materials; modifying or otherwise making any derivative uses of the Abra PTPC Materials, or any portion thereof; or any use of the Abra PTPC Materials other than for their intended purposes. The license granted under this Section will automatically terminate if we suspend or terminate your access to the Services. We will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas or other information or materials regarding Abra PTPC or our Services that you provide, whether by email, posting through our Services or otherwise, which we refer to in these Terms as Feedback. Any Feedback you submit is non-confidential and will become the sole property of Abra PTPC. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You may not use, copy or retransmit anything on our website without our permission. We reserve all rights not expressly granted herein.

Using SMS/Text. To use the Abra PTPC Services, you must provide a valid mobile phone number. This number is used as part of the authentication process. As part of using the Abra PTPC Services, you agree to receive SMS/text messages from us. Please note that while we do not charge you for SMS/text messages, your mobile carrier’s standard messaging rates will apply. Failure to provide a valid mobile phone number may result in restriction of your use of the Abra PTPC Services.

Prohibited Activities. You agree that you will not use the Abra PTPC Services to perform any type of illegal activity of any sort or to take any action that negatively affects the performance of the Abra PTPC Services. You may not engage in any of the following activities via the Services, nor may you help a third party in any such activity: (1) attempt to gain unauthorized access to our Services or another user’s account, (2) make any attempt to bypass or circumvent any security features, (3) violate any law, statute, ordinance, or regulation, (4) reproduce, duplicate, copy, sell or resell our Services for any purpose except as authorized in these Terms, (5) engage in any activity that is abusive or interferes with or disrupts our Services. If you are blocked by Abra PTPC from accessing the Abra PTPC Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Use of our Services in connection with any transaction involving illegal products or services is prohibited. Abra PTPC reserves the right to temporarily or permanently suspend your account or otherwise restrict your use of the Abra PTPC Services if any violation of this section occurs.

Investigations. Abra PTPC reserves the right to investigate suspected violations of these Terms of Use, including without limitation any violation arising from any submission, posting or e-mails you make or send to any Forum. Abra PTPC may seek to gather information from the user who is suspected of violating these Terms of Use, and from any other user. Abra PTPC may suspend any users whose conduct or postings are under investigation and may remove such material from its servers as it deems appropriate and without notice. If Abra PTPC, in its sole discretion, believes that a violation of these Terms of Use has occurred, it may edit or modify any submission, posting or e-mails, remove the material permanently, cancel postings, warn users, suspend users and passwords, terminate accounts or take other corrective action it deems appropriate. Abra PTPC will fully cooperate with any law enforcement authorities or court order requesting or directing Abra PTPC to disclose the identity and other available information relating to anyone posting any e-mails, or publishing or otherwise making available any materials that are believed to violate these Terms of Use.

Export Controls. The Abra PTPC Services may be subject to export control regulations under applicable law, including in the United States. By using the Abra PTPC Services you represent that you are not an individual or entity that is, or an entity owned or controlled by persons or entities that are, (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss government, or any other governmental authority with jurisdiction over Abra PTPC or the Abra PTPC Services; (ii) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or (iii) located, organized or resident in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including, without limitation, Cuba, Iran, North Korea, Crimea, South Sudan, Sudan, or Syria. You further represent that you will not use the Abra PTPC Services to conduct any transaction with or on behalf of any person or entity listed in clauses (i) through (iii) above or otherwise in violation of law. Abra PTPC may cease to provide the Abra PTPC Services to you for any reason, and with no notice, if it determines that you have violated any of the above representations. You understand and consent that Abra PTPC may be legally required to detain, to deny your access to, and to report to one or more governmental authorities, such of your property or property interests as are in Abra PTPC’s possession or control in the event of certain sanctions imposing these obligations. These representations, covenants, and obligations are continuing and you agree to notify Abra PTPC immediately in writing if your status under any of the above covenants changes.

Trademarks. Abra and the Abra logo are our trademarks, registered trademarks or service marks. Any other trademarks mentioned in our website or mobile apps are the property of their respective owners.

Disclaimer of Warranties. OUR SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTY OF ANY KIND. Your use of our Services is at your sole risk. We and our licensors, service providers or subcontractors (if any) make no representations or warranties about the suitability of the information, software, products and services contained in our Services for any purpose or their compliance with any accounting rules, principles or laws, and expressly disclaim any representation or warranty that the Services will be free from errors, viruses or other harmful components, that communications to or from the Services will be secure and not intercepted, that the services and other capabilities offered from the Services will be uninterrupted, or that their content will be accurate, complete or timely. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH IN THESE TERMS. Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this section may not apply to you.

Force Majeure. Abra PTPC 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, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/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 Advice. Abra PTPC is not acting and cannot act as an advisor, including as to any financial, legal, investment, insurance and/or tax matters. Any information provided by Abra PTPC is for general information only. You are solely responsible for determining whether any contemplated transaction is appropriate for you.

Indemnification. You agree to indemnify, defend and hold us, our employees, agents, consultants, subsidiaries, partners, affiliates, and licensors, harmless against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) arising from or in any way related to your use of our Services, your violation of these Terms, or your violation of any rights of any other person or entity.

Limitation of Liability. IN NO EVENT WILL WE, OUR LICENSORS, SERVICE PROVIDERS OR SUBCONTRACTORS (IF ANY) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, OR THE PERFORMANCE OR OPERATION OF OUR SERVICES, YOUR ACCESS TO, DISPLAY OF, USE OF THE SERVICES, OR WITH DELAY OR INABILITY TO ACCESS, DISPLAY OR USE THE SERVICES, ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED SITES, PRODUCTS OR SERVICES OBTAINED THROUGH THE SERVICES, OR THE ACT OR OMISSION OF ANY BUSINESS USING OUR SERVICES OR OTHER THIRD PARTY, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE, OUR LICENSORS, SERVICE PROVIDERS OR SUBCONTRACTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In no event will the aggregate liability of Abra PTPC, our licensors, service providers, or subcontractors for any loss or damage that arises out of, or is connected with, any of the occurrences described above exceed, the greater of $100 or the service fees that you paid to us for the service we provide through the Services during the month during which the incident occurred. The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose. The limitations of liability provided in these Terms inure to the benefit of us, our licensors, service providers and subcontractors. FOR THE AVOIDANCE OF DOUBT, THE LIMITATIONS OF LIABILITY DESCRIBED IN THIS SECTION WOULD NOT LIMIT THE AMOUNTS OTHERWISE PAYABLE TO YOU BY ABRA AS A RESULT OF SUCCESSFUL VAULT INSURANCE CLAIMS PAID OUT BY ABRA’S INSURER AND RECEIVED BY ABRA. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS OR LIMITATIONS ON LIABILITY. ONLY DISCLAIMERS OR LIMITATIONS THAT ARE LAWFUL IN THE APPLICABLE JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Severability. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Arbitration and Governing Law. PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

You and Abra PTPC agree to arbitrate any dispute arising from these Terms or your use of our Services, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Abra PTPC agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Abra PTPC shall be sent to support@abra.com. You and Abra PTPC further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in Santa Clara County California; (c) that arbitration will be conducted confidentially by a single arbitrator in accordance with California laws and regulations; and (d) that the courts in Santa Clara County have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by these Terms and the laws of California, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND ABRA WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR REPRESENTATIVE ACTION OR PROCEEDING.

Limitations. To the extent allowed by applicable law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of our Services within two years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.

Unclaimed Property. Under applicable law, after a specified period of inactivity by you with respect to your Abra PTPC account, Abra PTPC may be required to report and/or remit any bitcoin it is holding in custody for you in accordance with unclaimed property laws.

No Waiver. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of that right or provision.

Assignment; Entire Agreement. Abra PTPC may assign these Terms to its affiliate or subsidiary, or in connection with a merger, consolidation, or sale or other disposition of all or substantially all of its assets. These Terms, together with any other agreements that apply to you, constitute the entire and exclusive agreement between us and you regarding its subject matter, and supersede and replace any previous or contemporaneous written or oral contract, warranty, representation or understanding regarding its subject matter.

Contact Us:

support@abra.com