End User License Agreement

Last modified: Sep 12, 2022

Overview
THIS TERMS OF SERVICE AGREEMENT ("Agreement") is made between Ronyn Wallets Inc.. ("Company") and any person or entity ("User") who completes the process to download, utilize, or operate the software known as the Ronyn Wallet application, and data processing service, application, communication service or other content or offered or provided with the software by the Company ("Software"). The Company and the User are collectively referred to as the "Parties." BY ACCESSING, USING OR INSTALLING ANY PART OF THE SOFTWARE ("Effective Date"), USER EXPRESSLY AGREES TO AND CONSENTS TO BE LEGALLY BOUND BY ALL OF THE TERMS OF THIS AGREEMENT AND ANY ADDITIONAL TERMS, RULES AND CONDITIONS OF SERVICE OR USE ISSUED BY THE COMPANY FROM TIME TO TIME. IF USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE USER SHALL NOT BE AUTHORIZED TO ACCESS, USE OR INSTALL ANY PART OF THE SOFTWARE.

1. Rights and Obligations

a. Description. The Software functions as a digital cryptocurrency wallet.The Software does not constitute an account by which the Company or any other third parties serve as financial intermediaries or custodians of User's cryptocurrency assets. User acknowledges that User's use of the Software is at User's risk, discretion and in compliance with all applicable laws. User is responsible for safekeeping User's passwords, PINs, seed phrases and any other codes User uses to access the Software. IF USER LOSES ACCESS TO USER'S CRYPTOCURRENCY WALLET OR PRIVATE KEYS AND HAS NOT SEPARATELY STORED A BACKUP OF USER'S CRYPTOCURRENCY WALLET OR BACKUP RECOVERY PHRASE(S) AND CORRESPONDING PASSWORD(S), USER ACKNOWLEDGES AND AGREES THAT ANY CRYPTOCURRENCIES USER HAS ASSOCIATED WITH THAT CRYPTOCURRENCY WALLET WILL BECOME INACCESSIBLE. While the Software has undergone testing and continues to be improved by feedback, the Company cannot guarantee that there will be no bugs in the Software. All transaction requests are irreversible. The Company and its shareholders, directors, officers, employees, affiliates and agents cannot guarantee transaction confirmation or retrieve User's private keys or passwords if User loses or forgets them. By using the Software, the User explicitly acknowledges and accepts these risks.

b. Accessibility. User agrees that from time to time the Software may be inaccessible or inoperable for any reason, including, without limitation: (i) periodic maintenance procedures or repairs which the Company may undertake from time to time; or (ii) causes beyond the control of the Company or which are not reasonably foreseeable by the Company.

c. Equipment. User shall be solely responsible for maintaining all hardware, software, electrical and other physical requirements for User's use of the Software, including, without limitation, telecommunications and internet access connections and links, operating system, web browsers or other equipment, programs and services required to access and use the Software.

d. Security. shall be solely responsible for the confidentiality and integrity of all information and content that User receives, transmits through or stores on the Software. User shall be solely responsible for any authorized or unauthorized access to any account of User by any person. User agrees to bear all responsibility for the confidentiality of User's security devices, information, keys, and passwords.

e. Privacy. The Company will not monitor, edit, or disclose any personal information about User or User's account, including its contents or User's use of the Software, without User's prior consent unless the Company believes in good faith that such action is necessary to: (i) comply with legal process or other legal requirements of any governmental authority; (ii) protect and defend the rights or property of the Company; (iii) enforce this Agreement; (iv) protect the interests of users of the Software or (v) operate or conduct maintenance and repair of the Company's services or equipment, including the Software as authorized by law.

2. Taxes and Fees

All currency conversion charges, third party fees, sales, use, value-added, personal property or other tax, duty or levy of any kind, including interest and penalties thereon, whether imposed now or hereinafter by any governmental entity, and fees incurred by User by reason of User's access, use or installation of the Software shall be the sole responsibility of User.

3. User Representations

User represents and warrants to the Company that: (a) if User is a natural citizen, User must be at least the age of majority in the jurisdiction where the User is accessing the software; (b) if the User is entering into this Agreement on behalf of an entity, the User has the power and legal authority to enter into this Agreement and bind that entity, as well as perform User's obligations under this Agreement; (c) all information provided by User to the Company is truthful, accurate and complete; (d) User will comply with all laws and regulations of any applicable jurisdiction with regard to User's access, use or installation of the Software; (e) User shall comply with all terms and conditions of this Agreement, including, without limitation, the provisions set forth at Section 4; and (f) User has provided and will provide accurate and complete information as required for access, use or installation of the Software.

3.1 Ownership. The Licensor is the entire legal and beneficial owner of the Licensed Software. Licensee acknowledges and agrees that all right, title, and interest in and to the Software and Documentation are owned/controlled by/will remain with Licensor. Licensee does not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement.

4. Prohibited Uses

User is solely responsible for any and all acts and omissions that occur under User's account, security information, keys or password, and User agrees not to engage in unacceptable use of the Software, which includes, without limitation, use of the Software to: (a) disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial email; (b) disseminate or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (c) disseminate, store or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (d) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication; (e) export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of any applicable jurisdiction, or without all required approvals, licenses or exemptions; (f) interfere, disrupt or attempt to gain unauthorized access to other accounts on the Software or any other computer network; (g) disseminate, store or transmit viruses, Trojan horses or any other malicious code or program; (f) engage in, promote or encourage any illegal activity, or for any unlawful or fraudulent purpose; (h) copy the Licensed Software, in whole or in part; (i) modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of any Licensed Software; (j) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Licensed Software to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (k) reverse engineer, disassemble, decompile, decode, or adapt the Licensed Software or otherwise attempt to derive or gain access to the source code of the Licensed Software, in whole or in part; (l) bypass or breach any security device or protection used for or contained in the Licensed Software or Documentation; (m) remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, terms of the Documentation, warranties, disclaimers, or IP Rights, proprietary rights, or other symbols, notices, marks, or serial numbers on or relating to any copy of the Licensed Software or Documentation; (o) use the Licensed Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any IP Right, privacy right, or other right of any Person, or that violates any applicable Law; (p) use the Licensed Software for purposes of: (i) benchmarking or competitive analysis of the Licensed Software; (ii) developing, using, or providing a competing software product or service; or (iii) any other purpose that is to Licensor's detriment or commercial disadvantage; (q) use the Licensed Software in or in connection with the design, construction, maintenance, operation, or use of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications or any other use or application in which the use or failure of the Licensed Software could lead to personal injury or severe physical or property damage; or the Licensed Software or Documentation other than for the Permitted Use or in any manner or for any purpose or application not expressly permitted by this Agreement, or (ii) any Open-Source components in any manner or for any purpose or application not expressly permitted by the controlling Open-Source Licence.

5. Suspension; Term; Termination

The term of this Agreement will commence on the Effective Date of download and installation of Ronyn Wallet on user’s phone or computer and shall continue in full force so long as User engages in any access, use or installation of the Software, or until terminated by the Company under this section.

The Company reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (a) remove or disable the User’s access to all or any portion of the Software; (b) suspend User's access to or use of all or any portion of the Software; and (c) terminate this Agreement. User can access the funds stored on the wallet anytime, using seed phrase or Password on the Ronyn wallet or any other compatible wallet.

6. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND EXPRESS OR IMPLIED. USE OF THE SOFTWARE IS AT USER'S SOLE RISK. THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, NOR DOES THE COMPANY MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SOFTWARE. THE COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. THE COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF SUITABILITY FOR A PARTICULAR PURPOSE, WARRANTY OF TITLE OR INTEREST, WARRANTY OF NON-INFRINGEMENT, OR WARRANTY THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

7. Limitation of Liability

IN NO EVENT SHALL THE COMPANY OR ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS, OR ANY OF ITS OR THEIR RESPECTIVE SERVICE PROVIDERS, BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THEY WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY OR ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS, OR ANY OF ITS OR THEIR RESPECTIVE SERVICE PROVIDERS, BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM OR IN ANY WAY RELATED TO USER'S ACCESS, USE OR INSTALLATION OF THE SOFTWARE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO USER. IF USER IS DISSATISFIED WITH THE SOFTWARE, USER'S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR USER TO DISCONTINUE USE OF THE SOFTWARE

8. Indemnification

User agrees to indemnify, hold harmless and defend the Company, its shareholders, directors, officers, employees, affiliates and agents ("Indemnified Parties") from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any person, arising out of or relating to: (a) this Agreement; (b) User's access, use or installation of the Software, including any data or work transmitted or received by User; and (c) any unacceptable use of the Software by any person, including, without limitation, any statement, data or content made, transmitted or republished by User or any person which is prohibited as unacceptable under Section 4. THIS INDEMNIFICATION INCLUDES THE EXPRESS INDEMNIFICATION OF THE COMPANY AND ALL INDEMNIFIED PARTIES FOR ANY ALLEGED NEGLIGENCE (INCLUDING ANY ALLEGED GROSS NEGLIGENCE), OR OTHER ALLEGED MISCONDUCT OF THE COMPANY OR ANY OF THE INDEMNIFIED PARTIES.

9. Intellectual Property Rights

The Company retains all right, title, and interest in and to all of the Company's copyrights, brands, logos, and trademarks, including, but not limited to, Ronyn Wallets, and variations of the wording of the aforementioned brands, logos, and trademarks.

10. Warnings

User acknowledges that the Company shall not be responsible for transferring, safeguarding, or maintaining seed phrases, passwords, PINs, private keys and/or User's cryptocurrency assets.. If User and/or any co-signing authorities lose, mishandle, or have stolen associated sensitive credentials as mentioned above to access the wallet, or if User's co-signers refuse to provide requisite authority, User acknowledges that User may not be able to recover User's cryptocurrency, and that the Company shall not be responsible for such loss.

User acknowledges and agrees that cryptocurrency transactions facilitated by the Software and/or the Company may be delayed, and that the Company shall not be responsible for any associated loss. The User acknowledges that in accessing and/or using the Software, the User may be directed to use the services of one or more third parties, and agrees that the Company shall not be responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the Software and/or the Company. The User acknowledges and agrees that the User’s use of these third party services is at its own election, and is subject to the separate policies, terms of use, and fees of these third parties.

By using the Software, User acknowledges and agrees: (i) that the Company is not responsible for the operation of the underlying blockchain protocols and that the Company makes no guarantee of their functionality, security, or availability; and (ii) that the underlying protocols are subject to sudden changes in operating rules ("forks"), and that such forks may materially affect the value, and/or function of the cryptocurrency that User stores on the Software. In the event of a fork, User agrees that the Company may temporarily suspend the Software operations (with or without notice to User) and that the Company may, in its sole discretion, (a) configure or reconfigure its systems or (b) decide not to support (or cease supporting) the forked protocol entirely, provided, however, that User will have an opportunity to withdraw funds via the seed and password used on any compatible wallet supporting the pre-forked chain. User acknowledges and agrees that the Company assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.

11. Miscellaneous

a. Amendment. The Company shall have the right at any time to add to or modify the terms of this Agreement. Notice shall be deemed to be given to the User simply by delivering such amended terms to User by electronic message through any medium to any address provided to the Company by User or by posting a notice on the website at https://ronynwallets.com ("Site"). Notices provided by email will be effective when the email is sent to the address provided by the User, and notices provided by posting on the Site will be effective upon posting. It is the User’s responsibility to check the Site and this Agreement periodically for changes, and the User's access to or use of the Software after the effective date of such amended terms shall constitute acceptance of those terms.

b. Severance. If any provision or part-provision of this Agreement is, or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part- provision under this Article shall not affect the validity and enforceability of the rest of this Agreement.

c. Entire Agreement – Disclaimer of Reliance. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings between the Parties. User expressly represents and warrants that it is not relying upon any statements, understandings, representations, expectations or agreements other than those expressly set forth in this Agreement.

d. THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION. User agrees that any and all disputes or claims against any person arising out of or in any way related to this Agreement or the access, use or installation of the Software by User or any other person shall be governed and construed in accordance with the laws of Ontario Canada, and shall be subject to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The location of the arbitration shall be in Ontario. The language of the arbitration shall be English.

e. LANGUAGE. Any translation of this Agreement is made for purposes of local reference only and in the event of any inconsistency between the English and any non-English versions, the English version of this Agreement shall prevail and govern in all respects.