Last Updated: July 11, 2018
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.
Changes to These Terms. We may make changes to these Terms, including when there are changes in our Services, technology, regulation and for other reasons. If we do, we will provide you 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 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 Services. Abra provides a way to store, use, and manage cryptocurrencies that Abra has designated as supported by the Services (“supported cryptocurrencies”), using our wallet service, which we call Abra 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 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:
- Buy and Sell. You can buy and sell for cash via Abra Tellers who will sell you supported cryptocurrencies and buy back your supported cryptocurrencies which are transferred into and out of your Wallet at the time of purchase and sale. You can also buy and sell supported cryptocurrencies via a network of Abra exchange partners using supported payment means by each exchange partner in their respective jurisdiction. 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 ACH transfer according to the normal wire schedule in your country. You can buy supported cryptocurrencies using an eligible exchange partner via supported payment methods such as bank transfer or an Eligible American Express Card (see definition 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 the you to pre-fund the exchange partner hosted bank account by wiring funds using instructions provided in the Abra App. Upon completion of the cryptocurrency purchase, via any payment method, the cryptocurrency will be automatically transferred to your Abra App using the public address (key) associated with your phone number in the Abra App.
- US ACH Agreement. By entering this agreement, you agree to the terms of service of SynapseFI (our US banking software provider) found here: https://synapsefi.com/legal, which are incorporated herein by reference. In addition, when providing a Social Security Number for verification purposes, you certify under penalty of perjury that: 1) The Social Security Number you provided is correct; 2) you are not subject to backup withholding because: (a) you are exempt from backup withholding, or (b) you have not been notified by the Internal Revenue Service (IRS) that you are subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified you that you are no longer subject to backup withholding; 3) you are a U.S. citizen or other U.S. person; and 4) The Fair and Accurate Credit Transactions Act (FATCA) code(s) entered (if any) indicating that you are exempt from FATCA reporting is correct. The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
- “Eligible American Express Card” means any valid: (1) American Express Consumer Card issued by American Express, (2) American Express Card issued by a licensed third-party licensed to issue American Express-branded Cards, (3) Business Card from American Express OPEN® and (4) registered American Express general purpose reloadable prepaid cards. American Express Corporate Cards, American Express Gift Cards and other American Express loyalty, award and promotional prepaid cards are not eligible cards. Credit card transactions may be subject to daily or monthly limits and/or may be declined by either credit card companies or by Abra’s software logic.
- Buy and Sell Fees. If you buy and or sell supported cryptocurrencies in your Abra Wallet from an Abra Teller, Abra exchange partner via either bank transfer or via “Eligible American Express Card” there may be a fee associated with the transaction. The fee is specified in advance via the Abra App.
- Send and Receive. These services are limited to select supported currencies in the Abra Wallet. You may send and receive select currencies only to another Abra user, or to an external account or wallet outside of your Abra 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 withdrawing of funds. All applicable fees will be displayed before you confirm any transaction.
- Exchange Services. Currencies inside the Abra 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. Certain supported currencies will have exchange privileges only. These currencies may not be sent, received or recovered outside of Abra. Instead, these currencies are there to give you exposure to alternative digital assets such as, but not limited to, Ether. Abra 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.
- Buy and Sell Supported Cryptocurrencies and Fiat Currencies. When you purchase a supported cryptocurrency or fiat currency in the Abra application you are entering into a cryptocurrency-based software contract, with Abra as the counter-party, to receive the amount of the currency you wish to invest in. The software contract is based on a cryptocurrency chosen by Abra 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 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 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 relevant cryptocurrency’s blockchain. Buy and sell limits may apply to certain supported cryptocurrencies at Abra’s sole discretion. Abra 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 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.
Transactions in Bitcoin and Underlying Cryptocurrencies. As noted in the paragraph above, when you purchase a supported cryptocurrency or fiat currency in the Abra application you are entering into a cryptocurrency-based software contract, with Abra as the counter-party, to receive the amount of the currency you wish to invest in. Please be advised that this does not apply to positions you establish in either Bitcoin or Abra’s designated underlying cryptocurrency. Positions established in Bitcoin or Abra’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 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 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 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 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 App.
Wallet Address and Private Key. When you create an Abra 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’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 Service in order to identify you to the network of Abra users. The private key uniquely matches the wallet address and must be used in connection with the wallet address to authorize the transfer of crytpocurrency from or to that wallet address. The private key is stored directly in the Abra Wallet app on your phone. Abra 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 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 Wallet’s private key, to recover your Abra 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 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 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 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 shall discontinue services, as it relates to 2-of-2 multi-signature wallets, you will be prompted within the Abra 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 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 Materials. We hereby grant you a limited, nonexclusive, and non-sublicensable license to access and use the Abra Materials for your personal or internal business use. Such license is subject to these Terms and does not permit any resale of the Abra Materials; the distribution, public performance or public display of any Abra Materials; modifying or otherwise making any derivative uses of the Abra Materials, or any portion thereof; or any use of the Abra 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 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. 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 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 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 Services.
Prohibited Activities. You agree that you will not use the Abra Services to perform any type of illegal activity of any sort or to take any action that negatively affects the performance of the Abra 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 from accessing the Abra 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 reserves the right to temporarily or permanently suspend your account or otherwise restrict your use of the Abra Services if any violation of this section occurs.
Export Controls. The Abra Services may be subject to export control regulations under applicable law, including in the United States. By using the Abra 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 or the Abra 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, South Sudan, Sudan, or Syria. You further represent that you will not use the Abra 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 may cease to provide the Abra 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 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’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 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.
No Advice. Abra 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 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.
In no event will the aggregate liability of Abra, 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 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 agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Abra shall be sent to email@example.com. You and Abra 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 account, Abra 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 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.
Plutus Financial, Inc.
PO Box 390004
Mountain View, CA 94039