Terms of Use

1. General

1.1. This document (as updated, amended and supplemented from time to time, the Terms) govern the scope of your access to and use of, as well as your subscription to, the Software and Services and any Web3Password® products. Web3Password® is a registered trademark (UK Trademark No. UK00003927075).

1.2. Web3Password is a blockchain and smart contracts services provider. We develop, market and license and sell the Software and Services. Web3Password® products, including the Software and Services, are sold subject to the Terms on a subscription basis.

1.3. Please read the Terms carefully. The terms constitute a binding legal agreement between you and those you legally represent (you) and Web3Password. You agree and accept to be bound by the Terms by either (i) creating an account to use any Web3Password® products; (ii) downloading, accessing, installing or otherwise using the Software and/or the Services; or (iii) otherwise agreeing to be bound by the Terms. If you are acting on behalf of an organisation, you are agreeing to the Terms for that organisation and warrant that you have the authority to act on behalf of that organisation. If you do not agree to the Terms or any of its provisions, please do not use the Software or Services.

1.4. We develop our Software and Services introducing new features or modifying current ones constantly. We may need to update and amend the Terms to address these new features or modifications. We may also need to update and amend the Terms from time to time (i) to comply with the law; (ii) to comply with orders/recommendations of regulatory authorities; (iii) to add additional functionality, services, features, technologies and/or benefits, or to remove the old ones; (iv) to correct errors and bugs; (v) to clarify the Terms; (vi) to prevent abuse or harm; (vii) for any other valid reason (e.g. security). You understand and agree that it is your obligation to review the Terms from time to time in order to stay informed on current provisions. Unless otherwise stated by us, each update or amendment of the Terms comes into force as of the moment when it is published on [insert link]. Your continued use of the Services will be deemed acceptance of the amended Terms. You can also end your relationship with us at any time after the effective date of the amended Terms by closing your account with us and/or not accessing the Software or our Services.

1.5. The Software and Services are available only to persons who can form legally binding contracts under applicable law. Without prejudice to the generality of the foregoing, the Software and Services are not available to individuals under the age of 18. By using the Software or Services, you represent that you are over the age of 18 and can form legally binding contracts. If you do not qualify, you are not permitted to use the Software or Services. If you are using the Software or Services in your capacity as an employee under an administered program, you must have authorisation to use the Software by your administrator.

2. Definitions and interpretation

2.1. The following terms shall have the meaning ascribed to them respectively below:

3. Licence

3.1. Subject to your acceptance of and compliance with the Terms, we grant you a limited, non-exclusive, non-transferable, non-sub-licensable, non-assignable, fixed term, revocable licence to download, install and use a copy of the Software on a compatible device owned and controlled by you and to access and use the Services (Licence). The Licence is personal to you and no other right or licence, express or implied, is granted to you in respect of the Software and/or the Services.

3.2. You have no rights to the Software (including copies of the Software) or Services other than those specifically granted to you under clause 3.1 of the Terms.

3.3. Web3Password® is a registered trademark and is protected from unauthorised copying, adoption, dissemination or any other use.

3.4. We (and our licensors) retain all rights, title and interest to the Software. All our (and our licensors’) rights are reserved unless expressly stated otherwise in writing by us.

3.5. In the event that the Licence is suspended or terminated, you must immediately stop using the Software and Services.

4. Responsibilities and restrictions

4.1. Your access to and use of the Software and Services is subject to the Terms and all applicable laws and regulations. You shall use the Software and Services only in compliance with the Terms and you agree to not use the Software or Services as a means or in a manner that violates the laws of Singapore or any other applicable laws.

4.2. Without prejudice to the generality of the foregoing, you agree that you shall not:

4.2.1 upload, store, share, communicate, post, email, transmit or otherwise make available any material that:

(a) is in breach of any intellectual property rights of other person or otherwise violates the privacy of other persons;

(b) is illegal, pornographic, abusive, obscene harassing, or otherwise objectionable (objectionable means anything which interferes with the rights of Web3Password, its users or other persons, or causes conditions that are dangerous, hazardous, and detrimental to others, or anything that most users and/or Web3Password would find to be offensive or inappropriate); or

(c) may interrupt, destroy, deface or limit the use, access or functionality of the Software or the Services, including any files or programs containing software viruses, trojan horses, worms or anything that is intended to interrupt, destroy, deface or limit the use, access or functionality of the Software or the Services;

4.2.2. violate, infringe or misappropriate our (and our licensors’) and/or any other third parties' copyright, other intellectual property rights, privacy or other legal rights;

4.2.3. display, copy, reproduce, license, distribute, sell, resell, transfer or assign or otherwise commercially exploit or make available to any third party in any way, the Software or the Services, any content or component thereof, including but not limited to written information distributed to you by Web3Password in connection with the Software;

4.2.4. change, modify, hack, crack or translate by any means including “reverse engineering” the Software or any part or portion of the Software;

4.2.5. copy, distribute, pledge, sell, assign, transfer, make derivative works, exploit, encumber the Software or any part or portion of the Software;

4.2.6. use any robot, spider, scraper or other automated means to access the Software or Services for any purpose without our prior written consent;

4.2.7. take any action that imposes or may impose an unreasonable or disproportionately large load on our infrastructure;

4.2.8. access or use the Software or Services if you have been or are prohibited from doing so, or if your account with us has been suspended or terminated for any reason;

4.2.9. use, assist, encourage, or enable others to use the Software or the Services for any unlawful, illicit, illegal, criminal or fraudulent activities, including but not limited to credit card fraud, financial fraud, cryptocurrency fraud, cloaking, extortion, blackmail, sale of stolen goods, offer or sale of controlled substances, identity theft, hacking, pharming, phishing, scraping in any form or scale, digital piracy and other similar activities;

4.2.10. interfere with or disrupt the integrity or performance of the Software or Services;

4.2.11. violate any general ethical or moral norms, good customs and fair conduct norms;

4.2.12. use the Software or Services in any way connected with terrorist activities;

4.2.13. use the Software or Services for anything other than lawful purposes; or

4.2.14. enable any other person to do any of the foregoing.

4.3. Web3Password may remove content and block access to any content that it considers to be illegal, pornographic, obscene, threatening, abusive or in violation of another party's intellectual property.

4.4. If we that believe you are in breach of any laws or any of the restrictions in this clause 4 (Responsibilities and restrictions), we may without notice to you, disable your access to the Software and Services, and take any other action which we deem necessary or appropriate.

5. Your Mnemonic Phrase

5.1. You shall create Your Mnemonic Phrase in order to use the Software. Your Mnemonic Phrase is required to gain access to your Web3Password® vault and to access Your Content in plain text. Please remember Your Mnemonic Phrase. If you forget or lose Your Mnemonic Phrase, Web3Password will not be able to assist you in gaining access to your Web3Password® vault or Your Content.

5.2. Web3Password does not record, copy or store Your Mnemonic Phrase and has no knowledge of, nor technical access to, Your Mnemonic Phrase. We are not permitted to, and will not under any circumstances, ask you for Your Mnemonic Phrase.

5.3. You agree not to share Your Mnemonic Phrase with any other person and shall not, under any circumstances, reveal your Mnemonic Phrase to any customer support representative or other personnel of Web3Password. Web3Password shall not be responsible for any leakage, misuse or misappropriation of Your Mnemonic Phrase, nor for the consequences of any leakage, misuse or misappropriation of Your Mnemonic Phrase.

5.4. You are responsible for maintaining the confidentiality and security of Your Mnemonic Phrase at all times.

6. Maintenance of Your Content

6.1. The security and privacy of your Web3Password® vault are maintained with blockchain and smart contract adhering to the following principles:

6.1.1. Data is encrypted.

6.1.2. Data is encrypted and decrypted at the device level (not on the server).

6.1.3. The server of blockchain node never receives data in plain text.

6.1.4. No Web3Password employee can view the unencrypted data.

6.1.5. Data is encrypted locally on the user’s device before it is transmitted and stored in blockchain and smart contract. When data is synchronized to another device, the data remains encrypted until it is decrypted on the other device.

Data after encryption is stored in blockchain and smart contract, every blockchain node can sync the encrypted data. Data after encryption is open to everyone but cannot be decrypted except with Your Mnemonic Phrase.

6.1.7. The key to decrypt and encrypt data is derived from Your Mnemonic Phrase, only one key may be derived regardless of the number of devices supported for login purposes and the key is only derived at your device. We would never transfer Your Mnemonic Phrase over the internet.

6.1.8. Sharing of data uses public key cryptography.

6.1.9. Web3Password software runs on iOS*, iPhone*, iPad*, iPod*, Android*, Android Tablets*, Windows*, Mac OS* and Linux* operating systems. (*Note: These trade names are protected by the registered trademarks of their respective owners.)

6.2. For more detailed information about Web3Password’s security model, please visit https://web3password.com/security.

6.3. Where your subscription has expired without being renewed within 30 days, we reserve the right to delete Your Content without notice to you. Web3Password is under no obligation to preserve, maintain or restore (even if your VIP Subscriber status is subsequently reinstated) Your Content regardless of whether or not Your Content remains on blockchain and smart contract.

6.4. By using the Software you represent and warrant to Web3Password that you agree to the terms of, and have adopted and will maintain the Privacy Policy, which Privacy Policy may be modified by Web3Password from time to time.

7. Software and support

7.1. Web3Password requires internet connection to function on cloud-based software platforms. Your Content is encrypted with ciphers such as AES-256 and Chacha20-256 or other ciphers determined by Web3Password from time to time and transmitted to blockchain and smart contract using a 256-bit encrypted TLS connection. Web3Password cannot access the plain text of Your Content because Web3Password does not have Your Mnemonic Phrase. We cannot help you retrieve the plain text of Your Content if you forget or lose your Mnemonic Phrase.

7.2. You may provide Web3Password personnel with remote access to view your computer screen for the purpose of troubleshooting issues that arise in your use of the Software. This does not give us access to Your Mnemonic Phrase or Your Content in plain text. You hereby waive any claim for damages from any problems that may arise from such remote access, including without limitation any disruption or damage caused by Web3Password or its personnel.

7.3. The Software may be operated on more than one mobile device or computer.

8. Subscription, payment and refund policy

8.1. Except for a 14-day free trial available to first-time users of the Software who has created an account to use it on a trial basis, all access to and use of the Software and/or Services are provided by Web3Password under Licence on an annual or a monthly subscription basis.

8.2. The paid version of the Software contains premium features which includes importing/exporting records, synchronizing records to multiple devices or computers, sharing, restoring or backing up records and file storage. The premium features are only available to VIP Subscribers.

8.3. A free trial of the Software is only available to first-time users and is limited to 14 days. After 14 days, the user can continue using the Software by purchasing a Licence and paying the Subscription Fee. If you do not upgrade your free trial to the paid version of the Software within 30 days after the expiry of the free trial period, we may terminate your account and Your Content will be deleted without notice to you. You may export Your Data within 30 days after the expiry of the free trial period. Thereafter, any export function will be automatically disabled.

8.4. Our Subscription Fee is set out in the fee schedule as shown on our website https://web3password.com/pricing. The Subscription Fee is due annually or monthly in advance. The Subscription Fee is billed and collected annually or monthly in advance based on whether you choose an annual or a monthly subscription plan. Access to the paid version of the Software may be disabled until payment is received.

8.5. Third-party application stores may offer auto-renewable annual and monthly plans for the Software. Each plan includes a 14-day free trial for first-time users. The 14-day free trial included in an auto-renewable annual or monthly plan subscription comes with the premium features normally available only to VIP Subscribers.

8.6. Web3Password may change the pricing of the Subscription Fee at any time. Pricing changes will be published on Web3Password's website at https://web3password.com or in third-party application stores. You are responsible for any fees or charges incurred to access the Web3Password website through an internet access provider or third-party service.

8.7. Subscription fees are subject to additional mandatory taxes (e.g. goods and services tax, sales tax and value-added tax) under laws applicable to you and you agree that any such additional mandatory taxes are for your account.

8.8. You agree to pay us for subscription to our Software and Services, as well as other charges incurred under your account with us, including applicable taxes and fees associated with your subscription. We may suspend or cancel access to the Software and Services and terminate the Licence if we do not receive a full payment from you on time. Suspension or termination for any default in payment would result in the loss of access to and use of your account and Your Content.

8.9. Web3Password accepts payment through Apple Store annual or monthly subscription plan and Google Play Store annual or monthly subscription plan, Paypal and Stripe.

8.10. You agree that your annual, or as the case may be, monthly subscription will automatically renew until you cancel it and that you are authorising recurring payments. Payments will be made to Web3Password annually, or as the case may be, monthly, by the method we have agreed to.

8.11. By providing us with a payment method, you (i) represent that you are authorised to use the payment method you provided and that any payment information you provide is true and accurate; (ii) authorise Web3Password to charge the payment method you provide; and (iii) authorise Web3Password to charge you for any subscription selected by you at the time of providing us with the payment method.

8.12. We reserve the right to verify payments prior to granting you a Licence and completing your subscription to our Software and Services.

8.13. No part of the Subscription Fee is refundable under any circumstances and we are under no obligation to uninstall the Software from your device(s).

9. Suspension and termination

9.1. Suspension and termination by Web3Password. We may suspend (for clarification, investigation or when requesting you to explain your actions) or terminate the Licence and/or your subscription to the Software and/or the Services, if (i) we cannot charge you for the Subscription Fee or auto-renewal Subscription Fee, (ii) we have reason to believe you are in breach of clause 4 (Responsibilities and restrictions) or clause 12 (Restricted persons, export of software or technical data) of the Terms, (iii) you breach any applicable laws or any provision of the Terms, (iv) it is required to do so by law or competent authority (e.g. where the grant of the Licence or the provision of the Software or Services becomes unlawful in your country of residence, or a court order relating to your use of the Licence or our Services or the Software is issued).

9.2. If, in our discretion, the situation allows it, we will give you a reasonable opportunity to fix the issue before suspending or terminating the Licence and/or your subscription to the Software and/or Services. We may (but have no obligation to) suspend your Licence and/or subscription for a reasonable period of time before we terminate it/them permanently.

9.3. We have no obligation to send any notice to you prior to terminating your Licence or subscription to the Software and/or Services.

9.4. Automatic termination. Your Licence and subscription to the Software and the Services will terminate automatically without any notice you on the expiry of your subscription unless it is renewed with a paid annual or monthly subscription plan. Where your access to the Software or Services is under any free trial, such access will terminate automatically without any notice to you on the expiry of the free trial period unless it is upgraded with a paid annual or monthly subscription plan within 30 days.

9.5. Any suspension or termination of your Licence and/or your subscription to the Software and/or Services by us applies to you personally; you may not use the Licence and/or access our Software or Services through any other account that you own or create or through accounts owned or created by others. All licences that you may have under another other account you own by yourself other through others shall be deemed to be suspended, or as the case may be, terminated at the same time as the suspension, or as the case may be, termination of the Licence.

9.6. Termination by You. You may cancel your subscription to the Software and Services at any time. Upon cancellation you will immediately cease to be a VIP Subscriber. In the event you need to uninstall Web3Password from your device, please visit the FAQ page (https://web3password.com/help).

9.7. Effects on suspension or termination. Upon any suspension under the Terms, you will lose access to the Software and Services without refund or recourse to us and you shall cease all use of the Software and Services. Upon expiration of your free trial period or subscription, or any termination under the Terms, the License granted in clause 3.1 of the Terms and other licences that you may have to Web3Password® products, if any, will immediately terminate without notice from us. You shall cease all use of the Software and Services, and delete, destroy or return all copies of the Software in your possession or control.

9.8. Survival of Termination. Clauses 4, 8.13, 9.7, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22 of the Terms, as well as any other clauses of the Terms that, either explicitly or by their nature, must remain in effect even after termination or expiration of these Terms, will survive termination or expiration of the Terms for any reason.

10. Indemnity

10.1. You agree to indemnify, defend and hold harmless Web3Password and its licensors, officers, employees and agents from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorney’s fees and expenses) (collectively, Claims) arising out of or in connection with: (a) any breach or alleged breach of any representation, warranty, covenant or obligation under the Terms, (b) Your content; (c) your use of the Software or the Services; or (d) your use of the Licence.

10.2. The indemnity provided in this clause 10 is intended to be a full and complete indemnification to Web3Password, and you shall be liable for all losses, damages and costs incurred by Web3Password without limitation.

10.3. Web3Password shall have the right to seek and recover from you, as liquidated damages and not as a penalty, any and all direct, indirect, special, consequential or incidental damages incurred by Web3Password as a result of any use of the Licence, the Software or Services in an unlawful manner and/or in a manner inconsistent with the Terms.

11. Warranty, disclaimer and limitation of liability

11.1. Web3Password develops and deploys advanced security measures to protect Your Content through the Software and Services. However, we cannot and do not guarantee that Your Content is 100% protected at all times as no technology is completely inviolable. We explicitly do not claim that the System is immune to attack or other unlawful action of third parties.

11.2. The Software is provided on an ‘as is’ basis, without warranty of any kind, either express or implied, including without limitation, warranties that the Software is free of defects, merchantable or fit for a particular purpose or warranties as to title or non-infringement. In the event that the Software is defective or otherwise does not perform as expected, you shall assume the cost of any necessary servicing, repair or correction. If you are a VIP Subscriber, Web3Password shall use commercially reasonable efforts to service, repair or correct the Software. This disclaimer constitutes an essential part of this Licence and no use of the Licence, Software or Services is authorised except under this disclaimer.

11.3. Under no circumstances, and regardless of whether a breach of contract, tort (including negligence) or other legal theory is alleged, shall Web3Password be liable to you or any other person for any direct, indirect, special, incidental or consequential damages of any kind, including without limitation, loss of profits, loss of goodwill, loss of use, work stoppage, business interruption, computer failure or malfunction, loss of data, cost of substitute goods or services, or any other commercial damages or losses, in connection with the Software or Services even if Web3Password has been informed of the possibility of such damages.

11.4. In the event that, notwithstanding the foregoing, Web3Password is found liable to you for damages, the maximum aggregate liability of Web3Password to you shall be limited to the amount you paid for the remaining unused validity period of your subscription for the Software in the twelve (12) months prior to the accrual of the applicable claim, less any damages previously paid by Web3Password to you in that twelve (12) month period.

11.5. You agree to use the Software and Services at your own risk. By using Web3Password® products, you agree that Web3Password may store your encrypted data on an open blockchain network that can be accessed by third parties.

12. Restricted persons, export of software or technical data

12.1. You represent and warrant that:

12.1.1. you are not, and none of your directors or officers is, a Restricted Person;

12.1.2. you are not owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Restricted Person; and

12.1.3. you do not own or control a Restricted Person.

12.2. You shall:

12.2.1. not be a Restricted Person or act directly or indirectly on behalf of a Restricted Person or have a course of dealings with a Restricted Person;

12.2.2. shall procure that none of your directors, officers, agents, employees or affiliates (or any person acting on behalf of the foregoing) shall, be a Restricted Person or act directly or indirectly on behalf of a Restricted Person or have a course of dealings with a Restricted Person;

12.2.3. and shall procure that your affiliates shall, not use any revenue or benefit from any activity or dealing with a Restricted Person in discharging any obligation due or owing to Web3Password;

12.2.4. and shall procure that your affiliates shall, not take any action, make any omission that is in breach of Sanctions and/or causes (or will cause a breach of Sanctions by Web3Password);

12.2.5. procure that no proceeds from any activity or dealing with a Restricted Person are credited to Web3Password;

12.2.6. take, and shall procure that your affiliates have taken, reasonable measures to ensure compliance with Sanctions;

12.2.7. and shall procure that your affiliates, shall to the extent permitted by law promptly upon becoming aware of them, supply to Web3Password details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions by any Sanctions Authority;

12.2.8. and shall procure that your affiliates shall, not engage in any transaction of dealing with any Restricted Person; and

12.2.9. not accept, obtain or receive any good or services from any Restricted Person.

13. Links to third-party websites

The Software permits users to link to non-Web3Password third-party websites. A link to any non-Web3Password website does not imply that Web3Password endorses or accepts any responsibility for the content or use of such website. Web3Password has no control over the content of third-party websites and disclaims all responsibility for such content.

14. No implied endorsements

In no event shall any reference to any third party or third-party software or service be construed as an approval or endorsement by Web3Password of that third party or of any software or service provided by a third party.

15. Privacy policy

By using our Software, you accept and agree to all terms, provisions and conditions of our Privacy Policy.

16. Entire agreement

The Terms and the Privacy Policy constitute the entire agreement between Web3Password and you, and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to your subscription to the Software and Services.

17. Severance

If any provision or part-provision of the Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Terms.

18. Waivers, modifications and notifications

18.1. No delay or omission by a party in exercising any right or remedy under the Terms, the Privacy Policy or existing at law or equity shall be considered a waiver of such right or remedy. All waivers must be in writing signed by both parties.

18.2. Web3Password reserves the right to modify the Terms and the Privacy Policy from time to time by publishing the most updated version on our website at https://web3password.com. By continuing to use of the Software and/or the Services, you are deemed to have agreed to and accepted the modified Terms and Privacy Policy.

18.3. Web3Password reserves the right, but is under no obligation, to contact you by email (to the extent that you have submitted your email address to us for such purpose), at the device-level or within the Web3Password Software application to notify you of material events or important changes related to your account.

19. No agency

Nothing in the Terms is intended to, or shall be deemed to, establish any partnership, joint venture or employment between the parties or constitute any party the agent of another party. You do not have the authority of any kind to bind Web3Password in any respect whatsoever.

20. Assignment

The agreement between you and Web3Password constituted by the Terms and the Privacy Policy is not assignable without our prior written consent.

21. Governing law and jurisdiction

21.1. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation (Disputes) shall be governed by and construed in accordance with the laws of Singapore.

21.2. Each party irrevocably agrees that, subject as provided below, the courts of Singapore shall have exclusive jurisdiction over Disputes.

21.3. You hereby expressly acknowledge and agree that the selections of Singapore law and jurisdiction in clause 21.1 and 21.2 were made freely and after due consideration. You further agree that the Singapore courts are the most appropriate and convenient courts to settle Disputes and accordingly you will not argue to the contrary.

21.4. This clause 21 is for the benefit of Web3Password only. As a result, Web3Password shall not be prevented from taking proceedings relating to Disputes in any other courts with jurisdiction. To the extent allowed by law, Web3Password may take concurrent proceedings in any number of jurisdictions.

22. Prevailing language

For all purposes, the English language version of the Terms shall be the original, governing instrument and understanding between you and us. In the event of any conflict between this English language version of the Terms and any subsequent translation into any other language, the English language version shall prevail.

23. Copyrights

23.1. If you have a reasonable belief that any content on Web3Password’s website infringes your copyright, you may notify us in writing, specifying the allegedly infringing material and providing full information to substantiate the claim of copyright infringement. Upon receiving such notice, we agree to promptly investigate the matter and, if we, in our sole discretion, determine that the material does indeed infringe your copyright, we will expeditiously remove or disable access to the allegedly infringing material.

23.2. You may contact our agent for copyright issues relating to our website at: support@web3password.com.

24. Security notification

24.1. If you are a security researcher or security expert, please read Web3Password's Vulnerability Reporting and Bug Bounty Program documented on the Security Disclosure page of our website at https://web3password.com/security. Any notifications made to Web3Password by you, involving a purported security vulnerability of our Software and/or infrastructure will be investigated and acted upon swiftly for timely remediation.

24.2. While Web3Password welcomes input and feedback about the Software from security researchers we do not condone the unauthorized access to Web3Password's Software and/or a user’s device which runs Web3Password. Furthermore, the threat of maliciously disclosing or actual malicious disclosure of any purported weakness, security flaw or degradation of our Software will be treated as a breach and unauthorised access to Web3Password’s systems.

24.3. Please contact Web3Password at security@web3password.com for any security issues.

25. Additional information

If you have any questions, please contact us at dpo@web3password.com.