Welcome to SpeakEase, a Crypto voice wallet product. Our website, https://speakease.co/, and its sub-domains (collectively referred to as the “Site”) provide information about SpeakEase, our products, and services (collectively, the “Offerings”), including text, images, audio, code, and other materials or third-party information.

These Terms of Use (the “Terms” or “Agreement”) govern your access to and use of the Site and Offerings provided by SpeakEase. This Agreement is between SpeakEase and you or the entity you represent (“you” or “your”). Please carefully read these Terms of Use before using the Site or Offerings. By using the Site, clicking to accept or agree to these Terms, accessing any of the Offerings, completing an order, or otherwise accessing or using the Offerings (the date on which any of the events listed above occur being the “Effective Date”), you (1) accept and agree to these Terms, including any additional terms issued by SpeakEase from time to time, and (2) consent to the collection, use, disclosure, and handling of information as described in our Privacy Policy. If you do not agree to the Terms or the obligations you accept under the Terms, then you may not access or use the Offerings.

By accessing the Offerings, you represent that you can enter into contracts legally. If you are entering into this Agreement on behalf of an entity, such as the company you work for, you represent that you have the legal authority to bind that entity. 

Furthermore, you represent that neither you nor your financial institutions, or any party that owns or controls you or your financial institutions, are (1) subject to sanctions or designated on any list of prohibited or restricted parties, including but not limited to lists maintained by the United Nations Security Council, the U.S. Government (such as the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or any other applicable government authority, and (2) located in any country subject to a comprehensive sanctions program implemented by the United States.

Platform Usage, Account Security, and Third-Party Content

Platform Usage and Compliance:
By accessing and using the SpeakEase platform (referred to as “the Platform”), you agree to comply with the terms and conditions outlined in this Agreement. It is your responsibility to abide by all applicable laws, rules, and regulations while using the Platform.

Platform Access:
SpeakEase provides the Platform under its own brand. The Platform can be accessed through the SpeakEase website or through approved third-party providers, such as app stores like Google Play or Apple App Store, unless otherwise agreed in writing. Certain features or services within the Platform may require you to create an account and provide valid payment information.

Third-Party Content and Services:
Within the Platform, you may have access to informational content, products, or services provided by third parties (“Third-Party Content” and “Third-Party Services,” respectively). When accessing or using such content and services, you acknowledge that you do so at your own discretion. The use of Third-Party Content and Third-Party Services is subject to separate terms and conditions set forth by the respective third-party providers. It is your responsibility to review and comply with those terms, including any privacy policies that may differ from SpeakEase’s privacy policy. SpeakEase does not guarantee, endorse, or recommend any Third-Party Content or Third-Party Services, and you assume all risks associated with their use. SpeakEase disclaims any responsibility or liability for any losses incurred due to your reliance on or use of Third-Party Content or Third-Party Services. Any dealings or correspondence with third parties providing such content or services are solely between you and the third party. SpeakEase reserves the right to change, suspend, remove, disable, or impose restrictions on the use of any Third-Party Service at any time without prior notice.

Account Security, Liability, and Usage of the Platform:
Whether you are using the Platform with or without setting up an account, you are responsible for all activities associated with your use of the Platform. This includes activities performed by you, your employees, or any third party acting on your behalf. SpeakEase and its affiliates are not liable for any unauthorized access to your account or the Platform, including access resulting from fraud, phishing, or other criminal activities conducted by third parties. It is your responsibility to ensure that your use of the Platform complies with applicable laws.

Security and Backup:
You are solely responsible for configuring, using, and securing your accounts and any content you upload to the Platform. It is your obligation to take appropriate measures to protect your accounts and content, including the use of encryption if necessary. If you are unable or unwilling to fulfill this responsibility, it is advised that you do not use the Platform. You must promptly install any available software updates or upgrades related to the Platform. Additionally, you are responsible for securely managing and maintaining any passwords or recovery phrases associated with your use of the Platform. SpeakEase does not assume liability for any theft or compromise of your account or recovery phrases, including instances involving intrusion into cloud storage repositories.

Fees, Modifications, and Tax Responsibilities

Combination of Charges:
Fees associated with SpeakEase offerings may comprise a combination of charges imposed by SpeakEase itself and third-party offerings that provide specific functionality related to the offering. These fees collectively cover the use of the services provided.

Right to Modify Fees:
SpeakEase reserves the right to adjust existing fees or introduce new fees for any offerings currently in use. Any changes in fees will be communicated to users of the offerings with a 30-day notice. This notice will be provided through SpeakEase’s website, the interface of the specific offering, or other public channels deemed appropriate by SpeakEase.

Notification of Fee Changes:
SpeakEase will ensure that users receive clear and timely notification of any fee changes. It is the responsibility of users to regularly review the SpeakEase website, offering interfaces, and other public channels to stay informed about any modifications to fees. SpeakEase will strive to provide sufficient notice to allow users to make informed decisions regarding the continued use of the offerings.

Agreement to Pay Fees:
By continuing to use SpeakEase offerings after the 30-day notice period, users agree to pay the revised or newly introduced fees as communicated by SpeakEase. It is important for users to understand and acknowledge that their use of the offerings constitutes acceptance of the associated fees.

Third-Party Offering Fees:
In cases where third-party offerings are involved, users may be subject to additional fees imposed by those providers. SpeakEase is not responsible for the fees charged by third-party offerings, and users are advised to review the terms and conditions of such offerings to understand the associated costs.

Taxes:
As required by applicable law, each party is responsible for identifying and remitting all taxes, governmental fees, and charges (including any penalties, interest, or other additional amounts) imposed on that party in relation to the transactions and payments under this Agreement. All fees payable by you are exclusive of taxes unless otherwise specified. SpeakEase reserves the right to withhold taxes as required by law.

Please note that the above information is provided as a general overview of SpeakEase’s fees terms. It is important to refer to the specific terms and conditions associated with each offering for more detailed and up-to-date information on fees and charges.

Disclaimers

Even if SpeakEase is no longer in operation or has ceased its services, it is important to note that SpeakEase holds no responsibility for any transaction fees incurred when users transfer their cryptocurrencies from SpeakEase to another wallet or platform. Users are solely responsible for managing and covering any associated transaction fees.

SpeakEase does not have control over the fees imposed by third-party networks or wallets involved in the transfer process. Therefore, any fees incurred during the transfer of cryptocurrencies out of SpeakEase to another wallet or platform are the sole responsibility of the user.

Users are advised to carefully consider the transaction fees and associated costs before initiating any transfers. SpeakEase strongly encourages users to thoroughly research and understand the fees associated with their chosen blockchain network, wallet, or platform when conducting transfers.

This disclaimer applies regardless of the circumstances under which SpeakEase is no longer operational. Users are advised to be proactive in assessing and managing their financial obligations, including transaction fees, when transferring their cryptocurrencies out of SpeakEase.

Licenses

License to Offerings:
We, or our licensors, own all rights, titles, and interests in the Offerings and any related technology and intellectual property rights.

Separate Licenses:
It is important to note that some of Our Content and Third-Party Content may be provided to you under separate licenses, such as the Apache License, Version 2.0, or other open-source licenses. In the event of a conflict between this Agreement and any separate license, the separate license will take precedence concerning Our Content or Third-Party Content covered by that separate license. Please ensure compliance with the respective licenses for such content.

Indemnification

You agree to defend, indemnify, and hold harmless SpeakEase, its affiliates, licensors, employees, officers, directors, and representatives from any losses (including reasonable attorneys’ fees and expenses) arising out of or related to:

(i) Your breach of this Agreement or violation of applicable laws, or
(ii) Disputes between you and your customers or users.

Limitation of Warranties, Liability, and Exclusion of Consequential Damages

The offerings are provided “as is.” To the maximum extent permitted by law and except as otherwise expressly stated in this agreement or in a separate written agreement between us, SpeakEase, its affiliates, and licensors:

(a) Make no representations or warranties of any kind, whether express, implied, statutory, or otherwise, regarding the offerings, the third-party content, or the third-party services

(b) Disclaim all warranties, including any implied or express warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, quiet enjoyment, arising out of any course of dealing or usage of trade, that the offerings, third-party content, or third-party services will be uninterrupted, error-free, free of harmful components, or that any content will be secure or not otherwise lost or altered.

You acknowledge and agree that you have not relied and are not relying upon any representation or warranty from SpeakEase that is not otherwise stated in this agreement or in a separate written agreement between us. You agree that you will not take a position in any proceeding that is inconsistent with this provision.

Limitation of Amount:
Except for claims relating to a breach of our proprietary rights and indemnification, the total liability of each party and its affiliates arising from or related to this agreement (regardless of whether such liability arises from negligence or otherwise) shall not exceed the total amount paid by you for the offerings under this agreement in the twelve months preceding the first incident giving rise to the liability, or $25,000 if no fees have been paid. This limitation applies to actions in contract or tort and regardless of the theory of liability. SpeakEase shall have no liability to you with respect to any offering except to the extent that such damages are determined by a final judgment of a court or arbitrator.

Exclusion of Consequential and Related Damages:
Neither party nor its affiliates shall be liable under this agreement for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption, or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party or its affiliates have been advised of the possibility of such damages or if a party’s or its affiliates’ remedy otherwise fails of its essential purpose. This disclaimer does not apply to the extent prohibited by law.

Risks and Considerations in Using Blockchain Technologies and DEX

SpeakEase leverages various blockchain technologies and operates a decentralized exchange (DEX) as part of its offerings. By choosing to use our services, you acknowledge and accept the following heightened risks associated with these emerging technologies:

(a) Technology Risks: Our offerings rely on blockchain technologies, including but not limited to Bitcoin, Ethereum, Binance, Klaytn, and Solana. Misuse of public/private key cryptography or failure to update or run software for protocol upgrades may increase risks associated with the offerings.

(b) Financial and Technical Sophistication: You represent that you possess the necessary financial and technical knowledge to understand the inherent risks associated with cryptographic and blockchain-based systems. This includes having a working knowledge of digital assets and tokens.

(c) Third-Party Blockchain Protocols: SpeakEase does not control all blockchain protocols, smart contracts, or third-party services. Each blockchain protocol carries its own risks, and participating in these protocols may result in losses if certain protocol rules are violated. You are solely responsible for securely storing your private keys and secret recovery phrases.

(d) Market Volatility and Software Risks: Digital tokens are subject to market volatility, technical software risks, regulatory risks, and cybersecurity risks. The cost and speed of blockchain-based systems may vary and are beyond the control of SpeakEase. Protocol upgrades may contain bugs or security vulnerabilities, potentially affecting functionality and funds.

(e) Responsibility for Transactions and Compliance: SpeakEase does not have control over all aspects of blockchain protocols, third-party smart contracts, or tokens. You bear full responsibility for transactions related to supporting blockchain protocols, engaging with third-party smart contracts or tokens, and complying with regulatory requirements in your jurisdiction.

By choosing to access and use our offerings for interacting with blockchain technologies and DEX, you expressly assume full responsibility for all associated risks. It is important to evaluate and understand these risks before engaging with our services.

Dispute Resolution and Opt-Out Provisions

Arbitration:
Please carefully review this section as it contains important information that may significantly impact your legal rights, including your ability to file a lawsuit in court. Any dispute, claim, or controversy (“Claim”) relating to this agreement, the SpeakEase website, or your use of the SpeakEase offerings will be resolved through binding arbitration, except for claims that qualify for resolution in small claims court. This agreement is governed by the laws of the State of California, United States, and the arbitration will be conducted in accordance with the JAMS Comprehensive Arbitration Rules and Procedures. The arbitrator’s decision will be final and binding, and the award may be entered and enforced in any court with jurisdiction. Any legal action must be brought in the Alameda County, California court.

Class Action Waiver:
The class action waiver applies to all users, regardless of their location. Both parties agree to waive their right to a jury trial, except for court suits related to intellectual property rights infringement.

30-Day Right to Opt Out:
You have the right to opt-out of the arbitration and class action waiver provisions. To exercise this right, you must send written notice of your decision to opt-out to info@speakease.co with the subject line “LEGAL OPT OUT” within 30 days of your first use of the SpeakEase offerings. If you opt-out, you will not be bound by the arbitration and class action waiver provisions, and we will also not be bound by them.

Temporary Suspension and Termination

Temporary Suspension:

SpeakEase reserves the right to suspend your access to or use of any part or all of the Offerings under certain conditions:

(a) Security Risks: If your use of the Offerings poses a security risk or is deemed unlawful, potentially impacting our systems, the Offerings, or other users’ systems.

(b) Breach of Agreement: In the event of a breach of this Agreement by you or any End User.

The impact of suspension includes:

(a) Liability for Fees: You remain responsible for any fees and charges incurred during the suspension period.

(b) Fee Credits Ineligibility: You will not be eligible for fee credits during the suspension.

Termination:

You can terminate this Agreement at any time by discontinuing the use of the Offerings. Termination for cause may occur if:

(a) Breach of Agreement: Either party is in material breach of this Agreement, and the breach remains uncured for 30 days from receiving the notice of the breach.

(b) SpeakEase’s Termination: SpeakEase may terminate this Agreement for cause immediately under specific circumstances, such as security risks, changes in third-party partnerships, compliance with the law, or business closure.

Upon the Termination Date:

(i) Immediate Termination of Rights: All your rights under this Agreement will cease immediately.

(ii) Continuing Liability: Both parties remain responsible for any fees and charges incurred through the Termination Date and those incurred during the post-termination period.

(iii) Survival of Terms: The terms and conditions of this Agreement will survive the expiration or termination to the extent necessary for enforcement and protection. Disputes related to prior access or use will be subject to applicable provisions of this Agreement.

Please note that SpeakEase will not provide financial compensation if the business closes. However, users have the option to import their SpeakEase private key into another wallet to safeguard their funds and mitigate potential financial losses.

Agreement Terms and Additional Provisions

Entire Agreement and Modifications:

Incorporation of Policies: This Agreement serves as the complete agreement between you and us regarding the subject matter and incorporates the Policies by reference.

Priority of Terms: If there is any inconsistency between the terms of this Agreement and any Policy, the terms of this Agreement will take precedence.

Eligibility:

Minor Users: If you are under the age of majority, you can only use the Site or Offerings with the consent or supervision of your parent or legal guardian.

Notice to Parents and Guardians: By granting permission for your minor to access the Site or Offerings, you agree to these Terms of Use on behalf of your minor and are responsible for supervising their online activities.

Language:

English Language Requirement: All communications and notices made under this Agreement must be in the English language.

Prevailing English Version: In case of conflicts between translations and the English language version, the English language version will prevail.”

Force Majeure:

Exemption from Liability: Neither party or their respective affiliates will be held liable for any delay or failure to perform obligations under this Agreement due to circumstances beyond their reasonable control, such as acts of God, cyber attacks, natural disasters, government acts, or war.

Export and Sanctions Compliance:

Compliance Responsibility: You are responsible for complying with applicable laws and regulations regarding import, export, sanctions, and other controls related to the use of the Offerings.

U.S. Sanctions: If you are subject to U.S. sanctions or sanctions consistent with U.S. law imposed by the country where you are using the Offering, you may not use any Offering.

Assignment and Release:

Assignment Rights: We reserve the right to assign this Agreement without your consent, including in cases of mergers, acquisitions, asset sales, or corporate reorganizations.

Effects of Assignment: Upon assignment, the assignee becomes a party to this Agreement, and we are fully released from all obligations and duties under this Agreement.

Binding Nature: This Agreement is binding upon the parties and their respective permitted successors and assigns.

Notice and Waiver Provisions
Notice to Users and Speakease:
(a) Notice to You: We will provide any necessary notices to you through various means, including posting on the Site, sending emails to your associated email address, displaying notices within the applicable Offering’s interface, or utilizing public communication channels. Notices posted on the Site or public communication channels are effective upon posting, while email notices are effective upon sending. It is your responsibility to maintain an up-to-date email address associated with your account. You will be deemed to have received any email sent to your account’s associated email address, even if you do not actually receive it.

(b) Notice to Us: If you need to provide notice to us under this Agreement, please contact us via email at info@speakease.co.

No Waivers:
We want to clarify that our failure to enforce any provision of this Agreement does not waive our right to enforce it at a later time. Any waiver by us must be in writing to be effective.

Notice and Procedure for Copyright Infringement Claims

If you are a copyright owner or authorized agent and believe that your copyright or the copyright of someone you represent has been infringed, please follow the procedure outlined below:

To report a copyright infringement, send a written notice to us at the following address provided. Include the following information:

• An electronic or physical signature of the person authorized to act on behalf of the copyright owner.

• A description of the copyrighted work or intellectual property that has been infringed.

• The location of the infringing material within the Offerings.

• Your contact information, including your address, telephone number, and email address.

• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.

• A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Please send your notice to the following address:

Email: info@speakease.co

We take copyright infringement claims seriously and will review and address each notice received in accordance with applicable laws and regulations.

Updates and Amendments to the Offerings and Agreement

Updates to the Offerings:

SpeakEase may introduce changes or discontinue any or all of its Offerings or modify and remove specific functionalities within the Offerings from time to time. We will make reasonable efforts to inform you about any discontinuation of an Offering through the Site or other public communication channels. If you are subscribed to a Paid Plan, we will make commercially reasonable efforts to provide you with a notice of discontinuation at least 30 days in advance. Moreover, we will strive to support the discontinued Offering for up to three months after its discontinuation unless it presents information security or intellectual property concerns, causes undue economic or technical burdens, or poses a risk of violating the law.

Amendments to this Agreement:

SpeakEase reserves the right to modify or replace any part of this Agreement or any Policies at its sole discretion. It is your responsibility to review this Agreement for any changes regularly. However, we will also make commercially reasonable efforts to communicate significant changes to this Agreement through the Site, email (if you have an account), or public channels. By continuing to use or access the Offerings after any modifications to this Agreement, you agree to accept and be bound by those changes, regardless of whether you actively checked for updates or fully read the revised terms.