Cybrid USA User Terms

I. Cybrid USA Services

If you make use of the services of Cybrid USA then the terms of this document, the “Cybrid USA User Terms” shall apply, subject to the terms and conditions of the “User Agreement” available at: https://cybrid.xyz/legal/user-agreement.

The User Agreement applies to your use of the Cybrid USA services, and its defined terms have the same meaning here. If there is a conflict between the Cybrid USA User Terms and the body of the User Agreement then the order of precedence given in section II below shall apply. The limitations of liability and other terms of the User Agreement shall apply to your use of the Cybrid USA services. All references to “agreement” are to the combined terms of the User Agreement and Cybrid USA Terms.

II. Order of Precedence

Consistent with the order of precedence in the User Agreement, the following applies specifically to the Cybrid USA services. The agreement consists of these Cybrid USA User Terms, the global User Agreement, any transaction-specific authorization you accept (such as the ACH Authorization in Exhibit A), and the policies incorporated by reference (such as the privacy and GLBA (as defined below) notices and the prohibited-use list). If there is a conflict, the following order controls, from highest to lowest: (1) any transaction-specific authorization you accept; (2) these Cybrid USA User Terms; (3) the global User Agreement; and (4) the incorporated policies. Any separate agreement you accept directly with a financial institution or a Partner governs your relationship with that Partner as to its services.

III. Eligibility and Accounts

The Cybrid USA services are available to both individuals using a Personal Account for their own personal, family, or household purposes, and to businesses, charitable organizations, and other legal entities using a Business Account, in each case as described in the User Agreement.

To use the Cybrid USA services you must be:

at least 18 years of age; and,
a resident of (for a Personal Account), or organized in (for a Business Account), the United States, with a valid US bank account that you have the legal right to use; and,
not be the subject of sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control, including any person on its Specially Designated Nationals and Blocked Persons List (or similar lists published by the relevant authority), or otherwise prohibited under applicable US law. You must inform us promptly if you cease to be a US resident, as that may affect your eligibility for services provided through our financial institution Partners.

To help the US government fight the funding of terrorism and money laundering, federal law requires us and our financial institution Partners to obtain, verify, and record information identifying each person who opens an account. You authorize us, directly or through our Partners, to make the inquiries and conduct the verification necessary to confirm your identity and assess transaction risk.

IV. USA PATRIOT Act Notice (Customer Identification)

Important information about procedures for opening an account: To help the US government fight the funding of terrorism and money laundering, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.

When you open an account, we and our financial institution Partners will ask for your name, address, date of birth, and other information that allows us to identify you, and may ask to see your driver's license or other identifying documents. We may verify the same information for beneficial owners and authorized users of a Business Account.

V. Cybrid USA Is Not a Bank; No Money Transmission; No FDIC Insurance

Cybrid USA is not a bank. Accordingly, the following terms are relevant to your use of the Cybrid USA services:

banking services are provided by nationally-authorized banks; and,
Cybrid USA does not provide money transmission, money transfer or payment services independently, and all such products or services are processed and disbursed by regulated financial institutions or in cooperation with them; and,
funds handled in connection with the services are not deposits and are not insured by the FDIC, the SIPC, or any other governmental agency, and Cybrid USA makes no representation that any funds or assets associated with the services are eligible for FDIC or SIPC insurance; and,
you must inform us if you become a non-resident of the United States of America (and were a resident before) as that may impact eligibility for banking services with our financial institution Partners; and,
contracted third-party services providers may be providing payment services to you, in accordance with their respective license; and,
cryptocurrencies and stablecoins are not legal tender, are not backed by any government, are not insured, and may lose value.

VI. Role of Cybrid USA; Cryptocurrency Through Third-Party Liquidity Providers

Cybrid USA provides software that connects you with the banks, regulated payment providers, and liquidity providers that deliver the services you request. Cybrid USA does not buy, sell, exchange, hold, or take custody of cryptocurrency or stablecoins for its own account or as principal. Where your transaction involves cryptocurrency or stablecoins, the purchase, sale, exchange, custody, and settlement of those assets are performed by one or more independent, regulated third-party liquidity and custody providers under their own agreements and licenses. Cybrid USA acts solely as a technology provider that routes your Instructions to those providers.

Cybrid USA shall have the right to select which combination of banks, service providers, and technological solutions are most efficient to achieve the transactions that you are conducting, but shall not have any liability for failing to select the most cost-effective route, as there may be unexpected factors that may impact the best choice of transaction route. Cybrid USA regularly contracts with new service providers to ensure the best level of service for customers that it is able to obtain.

VII. Authorization to Debit and Credit Your Accounts; ACH Authorization

When you link a bank account and instruct a transaction, you authorize Cybrid USA and its financial institution Partners (or a designee of either) to initiate electronic debit and credit entries to and from that account to fund your transactions and to collect fees and other amounts you owe under the agreement. ACH debits and credits are processed by a regulated financial institution Partner.

You authorize these entries through a separate ACH authorization (the “ACH Authorization”) presented to you as a distinct step when you link a bank account or set up a debit, and incorporated into the agreement by reference. The form of ACH Authorization is set out in Exhibit A. The origination of ACH entries will comply with the Nacha Operating Rules and applicable US law, and you authorize Cybrid USA and its Partners to retain a record of your authorization as required by those Rules.

VIII. Regulation E

Any custodial or “for benefit of” account maintained by a financial institution Partner in connection with the services is not an “account” established by you within the meaning of Regulation E (12 C.F.R. Part 1005). Accordingly, transfers to and from that custodial account are not subject to the error-resolution or other procedures required under Regulation E with respect to that account. This disclosure applies to all program users, including customers, senders, and recipients. Nothing in this Section limits any rights you may have under Regulation E with respect to your own consumer asset account at your own bank.

IX. Privacy; Gramm-Leach-Bliley Act and Regulation P Notice

Cybrid USA's collection, use, and sharing of your personal information is described in the Cybrid USA privacy policy and, where applicable, a separate consumer privacy notice meeting the requirements of the Gramm-Leach-Bliley Act (“GLBA”) and Regulation P. Where you are a consumer, we will deliver that privacy notice to you at the time you open your account and, where required, annually, and we will provide an opt-out notice where our sharing of your nonpublic personal information does not fall within an exception to your opt-out rights.

We track and honor opt-out elections as required by GLBA and Regulation P.

X. Electronic Communications and E-SIGN Consent

By accepting the agreement, you consent to receive the agreement and all related disclosures, notices, records, and communications (including those required by law, such as GLBA/Regulation P, and ACH-related disclosures) in electronic form, delivered through the Cybrid Platform or to the email address we have on file for you. Your electronic acceptance has the same legal effect as a handwritten signature. This consent is given in connection with a transaction affecting interstate commerce subject to the federal Electronic Signatures in Global and National Commerce Act (“E-SIGN Act”).

You confirm that you can access and retain electronic records (you will need internet access, a current browser, a valid email address, and the ability to view and save PDF files). You may withdraw consent or update your email by contacting legal@cybrid.app, but if you withdraw consent you must stop using the services.

XI. Text Messages and Calls

With your prior express consent, Cybrid USA may contact you by text message (SMS), in-app notifications, push notifications, call, or other means at the mobile number you provide, for purposes related to your account and the services, such as identity and account verification, transaction and security alerts, and servicing communications. Message and data rates may apply. Message frequency varies.

You can opt out of text messages at any time by replying “STOP”, and get help by replying “HELP”. Opting out of non-essential texts will not affect your ability to use the services, though we may still contact you by other means as permitted by law. We may monitor or record communications for quality, training, and compliance purposes.

XII. Indemnification

To the maximum extent permitted by applicable law, you will defend, indemnify, and hold harmless Cybrid USA, its affiliates, and their respective officers, directors, employees, agents, Partners, and licensors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

your breach of the agreement; or,
your violation of any applicable law or the rights of any third party; or,
your use of the services or any transaction or Instruction you initiate; or,
any information you provide; or,
your negligence or willful misconduct.

This section does not apply to the extent a claim arises from Cybrid USA's own gross negligence, willful misconduct, or fraud, and, for a consumer, applies only to the extent permitted by applicable law.

XIII. Disclaimers About Warranties And Services

The Cybrid USA services are provided on an “as is” and “as available” basis, and the warranty disclaimers in the User Agreement apply.

Cybrid USA is a technology company and is not a bank, broker-dealer, investment adviser, or tax or legal adviser. Nothing provided through the services is financial, investment, legal, or tax advice, and you should consult your own advisers regarding the legality, suitability, and tax treatment of any transaction.

Some jurisdictions do not allow certain warranty exclusions, so some of the above disclaimers may not apply to you.

XIV. Suspension, Closure, and Unclaimed Property

We may suspend or close your account, or decline or reverse a transaction, as described in the User Agreement, including where required by law, a Connected Platform, or a regulatory authority, or to manage fraud, security, or compliance risk.

If your account becomes closed then we will return funds we are holding for you, less amounts you owe, by a method reasonably available to us. Funds that remain unclaimed may be subject to applicable abandoned- or unclaimed-property laws, including escheatment to the appropriate state, after the period required by law.

XV. Tax Reporting

You are responsible for determining, reporting, and paying any taxes that apply to your transactions.

Where required by law, we or our Partners may report your transactions to tax authorities and issue tax forms (such as IRS Form 1099). You are responsible for the accuracy of the taxpayer information you provide, and we may withhold or decline transactions where required for tax-compliance purposes.

XVI. Repayment of Amounts Owed; Negative Balances

If your account reflects a negative balance, or if we are unable to collect amounts you owe by set-off or ACH, you agree to repay those amounts promptly (and in any event within one business day of our request). You authorize us and our Partners to obtain the amounts owed from your linked accounts as permitted by your ACH Authorization and applicable law, and unpaid amounts are subject to the Collections terms above. If we or a Partner send you funds or assets in error, you have no right to keep them and must promptly return them on request, and we may reverse the transfer and set off the amount as described in the User Agreement.

XVII. Questions and Complaints

If you have a question or complaint about the Cybrid USA services, contact us at support@cybrid.app and we will work with you to resolve it. Because banking and payment services are provided by our financial institution Partners, certain complaints may be directed to, or shared with, the applicable Partner, and you may also have the right to contact the relevant regulator.

Nothing in this section limits the s. XX (“Dispute Resolution”) provisions below.

XVIII. State Disclosures

Certain states require specific disclosures or licensing information relating to payments, money transmission, or virtual currency. Where applicable, state-specific disclosures and any required licensing information are made available to you in your account and at the disclosures page linked there.

XIX. Limitation of Liability

1. No Indirect Damages

To the maximum extent permitted by applicable law, neither Cybrid USA nor its affiliates, Partners, or licensors will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, revenues, savings, goodwill, data, or business opportunities, arising out of or relating to the agreement or the Cybrid USA services, regardless of the theory of liability and even if advised of the possibility of such damages.

2. Liability Cap

To the maximum extent permitted by applicable law, the total aggregate liability of Cybrid USA and its affiliates, Partners, and licensors for all claims arising out of or relating to the agreement or the Cybrid USA services will not exceed the greater of:

(a) the total fees you paid to Cybrid USA for the services giving rise to the claim during the 6 months before the event giving rise to liability; or,

(b) US$100.

The existence of more than one claim will not enlarge the above limit.

3. Exclusive Remedy & Essential Purpose

These limitations are a fundamental basis of the bargain between you and Cybrid USA, apply regardless of the form of action (whether in contract, tort, statute, or otherwise), and apply even if a limited remedy in the agreement is found to have failed of its essential purpose.

D. Exceptions

Nothing in this section limits liability that cannot be limited or excluded under applicable law (including, for consumers, certain non-waivable rights), or liability arising from a party's fraud, gross negligence, or willful misconduct; and nothing in this section limits your payment, indemnification, set-off, or Cross-Guaranty obligations.

E. Relationship to the User Agreement

This Section governs the liability of Cybrid USA; the limitation-of-liability provisions of the User Agreement continue to apply to Cybrid Technology Inc. and the other Cybrid parties with respect to their respective roles.

XX. Dispute Resolution; Arbitration; Class Action and Jury Trial Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A LAWSUIT IN COURT, TO HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AND TO PARTICIPATE IN A CLASS ACTION.

For greater clarity, references below to “this section” below are to this section XX.

1. Informal Resolution First

Before starting an arbitration or court proceeding, the party raising a dispute must first send a written notice of dispute describing the claim and the relief sought (to Cybrid USA at legal@cybrid.app and its registered address; to you at your account email). The parties will then attempt in good faith to resolve the dispute for 60 days, during which any applicable limitations period is tolled. An individual may not commence arbitration until this period ends.

2. Agreement to Arbitrate (Mutual)

Except for the matters carved out below, you and Cybrid USA each agree that any dispute, claim, or controversy arising out of or relating to the agreement or your use of the Cybrid Platform, whether based in contract, tort, statute, fraud, misrepresentation, or any other theory, and whether arising during or after termination (a “Dispute”), will be resolved by binding individual arbitration under the Federal Arbitration Act, administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (for consumer Disputes) or its Commercial Arbitration Rules (otherwise). This agreement to arbitrate is mutual and applies equally to claims brought by you and by Cybrid USA.

3. Delegation

The arbitrator has exclusive authority to resolve all threshold questions of arbitrability, including the scope, applicability, interpretation, formation, and enforceability of this section, EXCEPT that the interpretation and enforceability of the Class Action Waiver (subsection 5 below) is for a court, and not the arbitrator, to decide.

4. Carve-Outs

Nothing in this section prevents either party from:

(a) bringing an individual action in small claims court; or,

(b) seeking injunctive or equitable relief in a court of competent jurisdiction in aid of arbitration or to protect intellectual property or confidential information; or,

5. Class Action Waiver

YOU AND CYBRID USA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Unless both parties agree otherwise in writing, an arbitrator may not consolidate more than one person's claims or preside over any form of class or representative proceeding.

6. Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND CYBRID USA EACH KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE CYBRID PLATFORM.

7. No Class or Representative Arbitration & Severability

The parties intend that no class, collective, or representative claims be arbitrated.

If the Class Action Waiver (above, in subsection 5, titled “Class Action Waiver”) is found unenforceable as to a particular claim or request for relief, then that claim or request (and only that claim or request) will be severed from arbitration and brought exclusively in the courts identified in Section XXI, while all other claims will proceed in arbitration; in no event will class, collective, or representative claims be arbitrated.

If any other portion of this section is found unenforceable, it will be severed and the remainder will continue in effect, except that if the entire agreement to arbitrate is found unenforceable, Disputes will be resolved in those courts.

8. Coordinated or Mass Arbitration

If 25 or more demands for arbitration raising similar claims are filed by or with the assistance or coordination of the same or coordinated counsel, the demands will be administered together as a coordinated proceeding using a bellwether process: the parties will each select an equal, limited number of bellwether cases (for example, up to ten total) to proceed first, and the remaining demands will be stayed (with limitations periods tolled and filing or administrative fees for the stayed demands not due) until the bellwethers conclude. After the bellwether cases are decided, the parties will promptly mediate the remaining demands, and only if mediation does not resolve them will additional demands proceed, in staged batches.

The AAA and the arbitrator(s) may adopt procedures to implement this section, which is intended to promote efficiency and is not a waiver of any party's rights.

9. 30-Day Right to Opt Out

You may opt out of this agreement to arbitrate (subsections 2, 3, 7, and 8) by sending written notice to legal@cybrid.app within 30 days after you first accept this agreement, stating your name, account email, and a clear statement that you opt out of arbitration. If you opt out, Disputes will be resolved in the courts identified in Section XXI; the Class Action Waiver and Jury Trial Waiver will still apply to the extent permitted by applicable law.

Opting out of arbitration does not affect any other part of the agreement.

10. Arbitration Procedure

There will be a single arbitrator who is an attorney experienced in consumer financial-services or commercial law, and the arbitration will be conducted in English. For claims of $10,000 or less, you may choose to have the arbitration conducted by submission of documents only, by telephone or video, or in person in the county of your residence. The arbitrator must issue a reasoned written award. Payment of arbitration fees is governed by the applicable AAA rules, except that Cybrid USA will pay any fees the AAA Consumer Arbitration Rules require it to pay.

11. Changes to This Section

If Cybrid USA makes a future material change to this section (other than a change to its notice address), you may reject the change by written notice to legal@cybrid.app within 30 days, in which case the version of this section in effect immediately before the change will continue to apply to you.

This section survives termination of your account or the agreement.

XXI. Governing Law and Forum

The agreement, as it applies to your use of the Cybrid USA services, is governed by the laws of the State of New Jersey and applicable US federal law, without regard to conflict-of-laws principles, unless your local law mandates otherwise, in which case the legally-mandated governing law applies.

Subject to Section XX (Dispute Resolution), the forum for Disputes is the state and federal courts located in Newark, New Jersey, unless your local law mandates a different forum.

Exhibit A — ACH Authorization

Authorization for Electronic Debits and Credits (ACH)

By clicking “I authorize” (or a similar control), you authorize Cybrid USA and its financial institution Partner(s) to initiate entries through the Automated Clearing House (“ACH”) network, and electronic or other debits and credits to correct errors, to and from the bank account you designate (the “Authorized Account”), as follows:

One-time entries: to debit the Authorized Account for the amount of each transaction you initiate and any associated fees, on or after the date you authorize that transaction;

Recurring or standing entries: where you set up recurring or standing transactions, to debit the Authorized Account on the schedule and in the amount (or by the method of calculating the amount) you select and that we display to you at setup; and

Credits and reversals: to credit the Authorized Account where amounts are owed to you, and to reverse or adjust any entry made in error, as permitted by the Nacha Operating Rules.

You represent that you are an authorized signer or owner of the Authorized Account and that the routing and account information you provide is accurate. You agree to maintain sufficient available funds to cover authorized debits, and you are responsible for any fees your bank charges for insufficient funds or returned items. This authorization will remain in effect until you revoke it by removing the Authorized Account in the Cybrid Platform or by emailing support@cybrid.app, giving us a reasonable opportunity (at least three business days) to act before the next scheduled entry. You may request a copy of this authorization at any time. The origination of ACH entries will comply with US law and the Nacha Operating Rules.