Terms of Service

1. Who we are and what these Terms cover

1.1 Parties. These Terms of Service (the "Terms") are a binding agreement between you and Lock Logistics LLC, a limited liability company organised under the laws of the State of Tennessee, United States, based in Rogersville, Tennessee 37857, United States, whose mailing address is available on request from support@locklogistics.net ("Holdout", "we", "us", "our").

1.2 What is covered. These Terms govern your access to and use of:

• (a) the Holdout mobile applications for iOS and Android (the "App");
• (b) our websites, including locklogistics.net and its subdomains (the "Site");
• (c) our backend interfaces, including indexing, activity, configuration and notification services (the "API"); and
• (d) any related content, documentation, beta programmes and community spaces we operate,

together, the "Services".

1.3 What is not covered. The Services are an interface to software that runs on a public blockchain. The following are not operated or controlled by us, and are not part of the Services: the Base network and any other blockchain; the Safe smart-account contracts; the USDC token and its issuer; and the deployed Holdout savings smart contract (the "Vault Contract") once deployed. The Vault Contract is immutable, autonomous code. We wrote it and we publish an interface to it, but we do not run it, cannot alter it, and cannot intervene in how it executes. See Sections 4 to 6.

1.4 Acceptance. By creating a passkey, creating or connecting a smart account, tapping "I agree" or an equivalent control, or otherwise accessing or using the Services, you confirm that you have read, understood and agree to these Terms and to our Privacy Policy at https://holdout.locklogistics.net/privacy. If you do not agree, do not use the Services.

1.5 Additional terms. Some features are subject to additional terms from us or from third parties (see Sections 8 to 11). Those terms are incorporated by reference. If additional terms from us conflict with these Terms, the additional terms govern for that feature only.

2. Eligibility

2.1 Age and capacity. You must be at least 18 years old, or the age of legal majority where you live if that is higher, and legally able to enter into a binding contract.

2.2 Personal use. The Services are offered to individuals for personal, non-commercial use. If you use the Services on behalf of an entity, you represent that you are authorised to bind that entity, and "you" includes that entity.

2.3 Sanctions and restricted persons. You represent and warrant, each time you use the Services, that you are not:

• (a) located in, ordinarily resident in, or organised under the laws of any country or territory subject to comprehensive sanctions by the United States, the United Kingdom, the European Union or the United Nations (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions), or any other jurisdiction we designate as restricted by notice in the App or on the Site;
• (b) named on, or owned 50% or more or controlled by anyone named on, any sanctions or restricted-party list, including the OFAC Specially Designated Nationals list, the UK Consolidated List, or the EU Consolidated List; or
• (c) otherwise prohibited by applicable law from using the Services.

2.4 Local law. The Services may not be lawful or appropriate in every jurisdiction. You are solely responsible for making sure your use of the Services complies with the laws that apply to you. We may restrict or withdraw the Services in any jurisdiction at any time.

2.5 No circumvention. You will not use a VPN, proxy or other means to disguise your location or identity in order to get around any restriction in this Section.

3. What Holdout is, and what it is not

3.1 What it is. Holdout is a commitment-savings tool. It lets you place USDC into "savings sub-wallets" (which the App calls goals) governed by withdrawal rules you choose, so that a decision made on impulse cannot empty them. The rules are enforced on-chain by the Vault Contract. The App is a convenient way to read from and send instructions to that contract, and to reach third-party services for buying, swapping and cashing out.

3.2 What it is not. You understand and agree that:

• (a) We are not a bank, credit union, trust company, deposit-taker, e-money institution or payment institution. Balances shown in the App are not deposits and are not insured by the FDIC, SIPC, FSCS or any governmental or private insurance or compensation scheme.
• (b) We are not a custodian. We never take possession or control of your digital assets or your keys.
• (c) We are not a money transmitter, exchange, broker, dealer or money services business. We do not receive, hold or transmit your funds. Where the App lets you buy, swap or sell digital assets, the transaction is carried out by a third party or directly by decentralised smart contracts, as described in Sections 9 to 11.
• (d) We are not an investment product. Holdout pays no interest, yield, staking reward or return of any kind. We do not lend, rehypothecate, stake, pool or invest your assets. The purchasing power of your savings may fall.
• (e) We are not your adviser or fiduciary. Nothing in the Services is financial, investment, legal, tax or accounting advice. Default values, presets, suggestions, reminders and example amounts in the App are illustrations, not recommendations. We owe you no fiduciary duty. You alone decide whether to lock funds, for how long, and on what terms.

3.3 "Goals", "targets" and "savings" are labels. Words like "savings", "account", "balance", "deposit", "withdraw" and "goal" are used in their everyday sense to make the App understandable. They do not imply that we hold an account for you or that any banking, deposit or custodial relationship exists.

4. Self-custody: your smart account, your passkey, your responsibility

4.1 How your account works. When you sign up, you create a passkey on your device. That passkey authenticates you to our wallet-infrastructure provider, Privy, which provisions an embedded signer and a Safe smart account on the Base network (your "Smart Account"). Your Smart Account is a smart contract that you control. Transactions are submitted as ERC-4337 user operations signed with your credentials.

4.2 We cannot access your funds. We do not have, and cannot obtain, your passkey, your signer key or the ability to sign transactions for your Smart Account. We cannot move, freeze, seize, reverse, refund or recover assets in your Smart Account or in the Vault Contract. If someone claiming to be from Holdout asks you for a seed phrase, private key, passkey, one-time code or remote access to your device, it is a scam.

4.3 You depend on third-party key infrastructure. Self-custody through Holdout relies on Privy's systems and on your device's and operating system's passkey implementation (for example iCloud Keychain or Google Password Manager). The App does not currently provide a seed phrase, a private-key export or an in-app recovery flow. Your passkey is bound to our domain. Consequently, your practical ability to access your Smart Account through the App depends on (a) you keeping your passkey, (b) Privy continuing to operate, and (c) us continuing to operate that domain. See Section 15 (Risks) and Section 21 (Discontinuation).

4.4 Losing your passkey means losing access. If you lose your passkey, and every device and cloud account to which it is synced, you will permanently lose access to your Smart Account and everything in it, including funds held under savings rules. We cannot reset it, recover it or issue a replacement. You are solely responsible for:

• (a) keeping your devices, operating-system account (Apple ID, Google account), screen lock and biometrics secure;
• (b) enabling passkey sync or backup if you want protection against loss of a single device;
• (c) not using the App on a rooted, jailbroken or otherwise compromised device; and
• (d) everything done with your credentials, whether or not you authorised it.

4.5 Death and incapacity. We have no ability to give heirs, executors, attorneys or anyone else access to your Smart Account. If you want someone to be able to reach your funds, arranging that is up to you.

4.6 Automatic module enablement. To make savings goals work, the App will ask your Smart Account to enable the Vault Contract as a Safe module. This happens automatically the first time you load the home screen, and is signed by your own credentials, not by us. By using the App you authorise this. The module's only power over your Smart Account is to pull the USDC amount you have instructed it to deposit. It cannot make arbitrary calls, cannot use delegatecall, and can only ever pay out to your own Smart Account. You can disable the module from your Smart Account at any time; doing so does not trap funds already in the Vault Contract and does not release them from their rules.

4.7 Transactions are final. Blockchain transactions are irreversible. If you send assets to a wrong address, to an address on a different network, or to a contract that cannot handle them, they are gone. We cannot cancel, reverse or trace-and-return any transaction. Always check the address, the network and the amount.

4.8 Supported assets and network. The Services currently support the Base network only. Savings goals hold USDC on Base only. The wallet displays a limited set of assets (currently USDC, ETH and cbBTC). Assets sent to your Smart Account that the App does not support may not be displayed and may not be recoverable through the App. Do not send assets on any other network to your Holdout address.

5. Savings goals and their rules. Read this section carefully

This Section describes the core of the product. The restrictions below are intentional, are enforced by immutable code, and cannot be waived by us for any reason, including hardship, emergency, mistake, or a court order directed at us, because we have no technical ability to do so.

5.1 The rules you can set. Each goal can have any combination of:

• (a) A lock ("unlock date"). Nothing can be withdrawn from the goal before the date you set. The maximum lock is 5 years from the time it is set.
• (b) A notice period. To withdraw, you must first submit a withdrawal request for a specific amount, then wait out the notice period before the funds can be claimed. The maximum notice period is 365 days. Only one request can be outstanding per goal; a new request replaces the previous one and restarts the clock. You can cancel a request. When you withdraw, the whole request is used up even if you withdraw less than you requested; withdrawing the remainder requires a new request and a new notice period.
• (c) A withdrawal cap. You can limit the number of withdrawals allowed within a fixed time window (up to 365 days per window). Windows are fixed, consecutive periods, not rolling ones, so withdrawals made at the very end of one window and the very start of the next are both permitted. A withdrawal that would exceed the cap will fail until the next window begins.

Where more than one rule applies, all of them must be satisfied before a withdrawal succeeds. The App may offer a narrower range of presets than the contract allows.

5.2 Rules only ever get stricter. After a goal is created you may edit its rules, but only to tighten them: an unlock date can only move later; a notice period can only get longer; a cap can only allow fewer withdrawals over a longer window; and a cap, once switched on, cannot be switched off. No rule can ever be loosened or removed, by you or by us. Think carefully before tightening a rule, because you cannot undo it.

5.3 The change-your-mind window (grace period). Each deposit into a goal has its own grace period, fixed at the moment of deposit and shown to you before you confirm (currently 24 hours by default; the contract maximum is 30 days). During that window you can reverse that deposit in full, ignoring all rules. Once the window closes, the deposit is subject to the goal's rules with no exceptions. The grace period attaches to each deposit separately. Reversing a deposit does not affect other deposits. We may change the default grace period for future deposits; doing so never changes a deposit you have already made.

5.4 No early exit, no penalty exit, no override. Apart from the grace period in Section 5.3, there is no way to withdraw in breach of a goal's rules. There is no early-withdrawal fee you can pay, no emergency function, no administrator key, and no support process that can release your funds. Do not lock money you may need for rent, food, medical care, debts, taxes, emergencies or anything else before the rules would let you have it.

5.5 Withdrawals go only to you. The Vault Contract can pay out only to the Smart Account that made the deposit. It cannot be directed to pay anyone else, and that includes us.

5.6 Goals are permanent on-chain records. A goal cannot be deleted from the blockchain. The App lets you hide an empty goal on your device; this is cosmetic and local to that device.

5.7 Goal names are public. The name you give a goal (up to 64 characters) is written to a public blockchain, where it is visible to anyone, permanently, and is also stored by our indexer. Do not put personal, sensitive or identifying information in a goal name. Target amounts you set for a goal are stored only on your device; they are not backed up, are not enforced by the contract, and will be lost if you lose or reset the device.

5.8 The contract is the source of truth. The App displays its best understanding of your balances, rules, timers and activity, based on blockchain data and our indexer. That display can be delayed, incomplete or wrong. If the App and the Vault Contract disagree, the Vault Contract is correct and governs what you can actually do. A countdown, a "ready" label or a notification in the App is not a promise that a transaction will succeed.

5.9 Minimums and limits. We may set, and change, minimum deposit amounts (currently 1 USDC), limits on the number of goals available without a paid plan, and similar parameters in the App. These are App-level settings and do not alter the rules of any existing goal.

5.10 Gas. Every on-chain action, including deposits, withdrawal requests, cancellations, withdrawals and rule changes, requires a network fee paid in ETH on Base (see Section 12). If your Smart Account lacks ETH for gas, transactions will fail, including a withdrawal you are otherwise entitled to make or a reversal within a grace period that is about to end. Keeping enough ETH for gas is your responsibility unless we expressly tell you that we are sponsoring fees for a particular action.

6. The Vault Contract: immutability, admin roles and versions

6.1 Immutable and non-upgradeable. The Vault Contract is deployed without a proxy and cannot be upgraded, patched or modified by anyone. The token it accepts is fixed at deployment. The current production deployment on Base is at 0x3460A2EF55468a1D2d360790A67a55858f20C928. Its source code is released under the MIT licence.

6.2 The only administrative power: pausing new deposits. An address controlled by us holds an administrative role and a pauser role in the Vault Contract. The pauser role can pause and unpause new deposits (for example, if a vulnerability is discovered). That is the extent of it:

• (a) Withdrawals, withdrawal requests, cancellations and deposit reversals can never be paused.
• (b) No role can move, freeze, seize or redirect user funds, change any goal's rules, change the token, or charge a fee.
• (c) The administrative role can grant or revoke the pauser role.

We may pause deposits at any time at our discretion, without notice, and are under no obligation to do so in any particular circumstance.

6.3 New versions. Because the contract cannot be changed, any fix or new feature requires deploying a new contract at a new address. If we do that, the App may begin directing new goals to the new contract. Funds in an older contract stay there under their original rules until those rules allow you to withdraw them. We cannot migrate them for you. We will use reasonable efforts to keep the App able to display and withdraw from prior versions, subject to Section 21.

6.4 No guarantee of security. No smart contract can be guaranteed free of defects, whether or not it has been reviewed, tested or audited by anyone. A flaw in the Vault Contract, in the Safe contracts, or in how they interact could result in the partial or total and permanent loss of funds. We make no representation that the Vault Contract has undergone any particular review, and any review that is carried out is not a warranty.

6.5 Direct interaction. The Vault Contract is public and can be used without the App, through a block explorer or other tooling. If you do that, you do so entirely at your own risk, and these Terms' disclaimers and limitations still apply to the fullest extent permitted by law.

7. Beta software

7.1 The Services are provided as a beta / pre-release. Features may be incomplete, may change or disappear, and may contain errors that cause failed transactions, incorrect displays, or loss. Beta builds may be distributed through TestFlight, internal testing tracks or over-the-air updates, and may expire.

7.2 Use small amounts. During the beta, you should only use amounts you could afford to lose entirely. Any amounts we suggest for testing are illustrations, not advice and not a guarantee of safety.

7.3 Test networks. Some builds connect to a test network (Base Sepolia). Test-network tokens have no value. Do not send real assets to a test-network address or vice versa.

7.4 Feedback. If you give us ideas, bug reports or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use it for any purpose without obligation or compensation to you. Please report suspected security vulnerabilities privately to security@locklogistics.net and do not exploit them or disclose them publicly before we have had a reasonable chance to respond.

7.5 Community spaces. Beta communities we run (for example on Discord) are subject to their posted rules and to the platform's own terms. Nothing said by us or anyone else in those spaces is financial advice or an amendment to these Terms. Our staff will never DM you first to ask for credentials or funds.

8. Third-party services generally

8.1 The Services rely on third parties. These currently include:

We may add, remove or replace providers at any time.

8.2 Their terms apply. Your use of a third-party service is governed by that third party's own terms and privacy policy, which you are responsible for reading and accepting. We are not a party to those agreements.

8.3 No responsibility for third parties. We do not control, endorse or guarantee any third-party service. To the fullest extent permitted by law, we are not responsible or liable for any third party's acts, omissions, errors, outages, fees, security incidents, identity-verification decisions, account closures, holds, reversals, insolvency or discontinuation, even where the third-party service is reached from inside the App.

8.4 Availability varies. Third-party features may be unavailable in your jurisdiction, for your payment method, or to you individually, and may be withdrawn without notice.

9. Buying USDC (on-ramp)

9.1 Purchases of USDC inside the App are provided by Stripe (and, where applicable, Stripe's Link service). Stripe, not Holdout, is the seller of the digital assets and the processor of your payment. We never receive or hold your fiat money or your purchased USDC. Stripe delivers purchased USDC directly to your Smart Account.

9.2 Stripe may require you to verify your identity (KYC), may ask for documents, a selfie, or other information, and may decline, delay, limit, hold or reverse a transaction at its discretion. We have no ability to influence or override those decisions.

9.3 Prices, exchange rates, fees, limits and delivery times are set by Stripe and shown to you in Stripe's flow before you confirm. Purchases of digital assets are generally final and non-refundable. Any refund, dispute or chargeback is between you and Stripe and/or your card issuer. Initiating an illegitimate chargeback for USDC you actually received is a breach of these Terms.

9.4 To operate the on-ramp we pass certain information to Stripe, including your Smart Account address and IP address, and, if you connect Link, we store the tokens that keep that connection active. See the Privacy Policy.

10. Swapping assets

10.1 Swaps in the App are quoted and routed through the 0x API and executed on-chain by decentralised smart contracts, directly from your Smart Account. We are not your counterparty, we do not execute, match or settle trades, and we never hold the assets being swapped.

10.2 Quotes are estimates. The amount you receive may differ from the quote because of price movement, slippage, liquidity, network fees and the time it takes for the transaction to confirm. A swap may fail, partly or wholly, and you may still pay network fees for a failed transaction. You are responsible for reviewing the quote, minimum received, fees and any slippage setting before confirming.

10.3 Swaps may require you to grant a token allowance to a third-party contract. Allowances carry their own risk and remain in place until used or revoked.

10.4 Swaps are available on Base mainnet only and may be restricted or unavailable in some jurisdictions. Every swap may be a taxable event (Section 14).

11. Cashing out to a bank (off-ramp), provided by Bridge

11.1 Availability. Where the App offers the ability to sell USDC for fiat currency and receive a payout to a bank account or other payment method (the "Off-Ramp"), that service is provided by Bridge (Bridge Ventures, Inc. and/or its affiliates and licensed partners, "Bridge"), not by us. The Off-Ramp may not yet be available in your version of the App or in your jurisdiction. Nothing in these Terms is a promise that it will be.

11.2 Your relationship is with Bridge. To use the Off-Ramp you must accept Bridge's terms of service and privacy policy, which will be presented to you, and you will become Bridge's customer for that service. Bridge, not Holdout, receives your USDC, converts it, and transmits fiat currency to you. We do not receive, hold, convert or transmit your fiat currency or your USDC at any point in the Off-Ramp, and we are not a money transmitter in respect of it.

11.3 Identity verification. Bridge is required to verify your identity and screen transactions, and may ask for personal information and documents, including your name, date of birth, address, government ID, tax identification number and source of funds. You authorise us to share with Bridge the information needed to set up and operate the Off-Ramp, including your Smart Account address, and to receive from Bridge your verification status and transaction status. Bridge may refuse, delay, limit, freeze, reject or return a transaction, or close your Bridge account, at its discretion and as required by law. We cannot influence or override those decisions.

11.4 How it works, and what can go wrong.

• (a) An Off-Ramp transaction begins when you sign a transfer of USDC from your Smart Account to a deposit address provided by Bridge. That transfer is irreversible. Send only USDC, only on the network specified, and only to the address shown in the App for that transaction.
• (b) Exchange rates, fees, minimums, maximums, supported currencies and payout methods are set by Bridge and shown before you confirm.
• (c) Payout timing depends on Bridge, its banking partners and your bank (for example ACH, wire, SEPA or other rails) and can take several business days. Payouts can be delayed, rejected or returned by any bank in the chain.
• (d) You are responsible for the accuracy of the bank details you provide. Funds paid to an account you specified incorrectly may be unrecoverable. The receiving account must generally be in your own name.
• (e) If a payout fails or is returned, Bridge's terms determine whether and how the value is returned to you, which may be as USDC to your Smart Account, less fees and at a different rate.

11.5 The Off-Ramp does not unlock savings. The Off-Ramp can only be used with USDC that is freely available in your Smart Account. Funds held in a goal must first be withdrawn in accordance with that goal's rules (Section 5). Neither we nor Bridge can release them early.

11.6 Fees. Bridge charges its own fees. We may also charge or receive a fee or revenue share in connection with the Off-Ramp; if we do, it will be disclosed before you confirm (Section 12).

11.7 Disputes. Any question, complaint or dispute about an Off-Ramp transaction, including identity verification, holds, rates, delays or missing payouts, must be raised with Bridge under its terms. We will provide reasonable assistance in directing you to the right place, but we have no ability to resolve it.

12. Fees

12.1 Holdout's fees today. As of the "Last updated" date:

• (a) We charge no fee to create a goal, deposit, hold, request a withdrawal or withdraw. The Vault Contract contains no fee mechanism and no fee recipient, and one cannot be added to a deployed contract.
• (b) We take no share of your savings.

12.2 Fees we may introduce. We may in future charge:

• (a) a swap fee, as a percentage of the swapped amount, collected on-chain as part of the swap transaction;
• (b) a fee or revenue share on on-ramp or Off-Ramp transactions; and/or
• (c) a paid plan ("Holdout Pro") or one-off charges for premium features, such as goals beyond the number included free.

Any fee we charge will be shown to you before you confirm the transaction or purchase it applies to. We will not apply a new Holdout fee to a transaction you have already confirmed. Introducing or changing fees for future transactions is not a change that requires your prior consent, though we will give notice as described in Section 22 where the change is material.

12.3 Third-party fees. Stripe, 0x, Bridge, your card issuer, your bank and liquidity sources charge their own fees and spreads, which are separate from, and in addition to, any Holdout fee.

12.4 Network fees (gas). On-chain transactions require network fees paid in ETH on Base to network operators, not to us. They vary, are non-refundable, and are payable even if the transaction fails. Unless we expressly state that we are sponsoring network fees for a given action, you pay them. Any sponsorship is discretionary and may be withdrawn at any time without notice.

12.5 App-store purchases. If a paid plan is sold through Apple's App Store or Google Play, billing, renewal, cancellation and refunds are handled by that store under its terms. Subscriptions renew automatically until cancelled in your store account settings.

12.6 Taxes on fees. Fees are exclusive of any applicable taxes unless stated otherwise.

13. Notifications and information shown in the App

13.1 Reminders are a convenience. If you enable push notifications, we may send reminders (for example, that a lock is about to end or that a notice period has elapsed). Notifications depend on Apple, Google, Expo, your device settings and our own scheduler, and may be late, duplicated or not delivered at all. A missed or wrong notification does not change any rule, extend any grace period, or create any liability on our part. Do not rely on notifications to meet a deadline, in particular the end of a grace period.

13.2 Information accuracy. Balances, fiat-currency values, prices, activity descriptions, timers and statuses shown in the App are provided for information only, come in part from third parties, and may be delayed or inaccurate. Fiat values are estimates, not offers to buy or sell at that price.

13.3 Service communications. You agree that we may send you service-related communications electronically, through the App, by push notification, or by email if you have given us an address, and that electronic communications satisfy any legal requirement that a communication be in writing.

14. Taxes and record-keeping

You are solely responsible for determining what taxes, if any, apply to your use of the Services, including buying, swapping, selling and transferring digital assets, and for reporting and paying them. We do not provide tax advice and, except where the law requires otherwise, we do not withhold, collect, report or remit taxes on your behalf. Third-party providers (such as Stripe and Bridge) may have their own tax-reporting obligations concerning you. You are responsible for keeping your own records. The App is not a record-keeping system and activity history may be incomplete or unavailable.

15. Risks you accept

By using the Services you acknowledge and accept the following risks, among others. This list is not exhaustive.

• (a) Smart-contract risk. The Vault Contract, the Safe contracts, swap contracts, or the USDC contract may contain bugs or be exploited, resulting in permanent loss.
• (b) Commitment risk. You may need money that you have locked and be unable to get it, potentially for years. This is the intended behaviour of the product.
• (c) Key-loss risk. Losing your passkey and its backups means losing your funds permanently (Section 4.4).
• (d) Infrastructure-dependency risk. There is currently no seed phrase or key export. If Privy, our passkey domain, or the App becomes unavailable, you may be unable to access your Smart Account, temporarily or permanently, even though your assets still exist on-chain (Sections 4.3 and 21).
• (e) Stablecoin and issuer risk. USDC is issued by Circle, not by us. It may lose its peg, be redeemed at less than face value, or become illiquid. Circle can freeze or blacklist USDC held at any address, including your Smart Account or the Vault Contract, for example in response to legal orders or sanctions. We have no control over that. If the Vault Contract's address were blacklisted, every user's funds in it could become unrecoverable.
• (f) Network risk. Base is a layer-2 network with a centralised sequencer operated by a third party. It, or Ethereum, may suffer outages, congestion, reorganisations, censorship, forks, upgrades or failures that delay, prevent or reverse transactions. A delay could cause you to miss the end of a grace period.
• (g) Market risk. Assets other than USDC (such as ETH and cbBTC) are volatile and can lose most or all of their value. Swap outcomes can differ from quotes.
• (h) Inflation and opportunity cost. Locked funds earn nothing and may lose purchasing power. You forgo anything you might have done with them instead.
• (i) Third-party risk. On-ramp, swap and Off-Ramp providers may fail, freeze funds in transit, reject you, or become insolvent.
• (j) Security risk. Your device, operating-system account or cloud-synced passkeys may be compromised by malware, phishing, SIM-swap, social engineering or physical theft or coercion. An attacker who controls your credentials controls your funds, subject to the same goal rules as you.
• (k) Privacy risk. Blockchains are public. Your Smart Account address, balances, goal names, rules and full transaction history are visible to anyone and can be linked to you, particularly once you on-ramp or off-ramp through a provider that knows your identity. On-chain data cannot be deleted.
• (l) Regulatory risk. Laws governing digital assets are unsettled and changing. New laws, regulatory action or enforcement may require us or a third-party provider to change, restrict or discontinue some or all of the Services, possibly without notice, and may affect the legality, value or transferability of your assets.
• (m) Software and update risk. The App may contain bugs, may receive over-the-air updates that change its behaviour, and may stop working on older devices or operating systems.
• (n) Self-directed risk. Typing a wrong address, amount, date or rule, or tightening a rule by mistake, may be irreversible.

You confirm that you understand these risks, that you have the knowledge and experience to evaluate them or have taken independent advice, and that you use the Services entirely at your own risk.

16. Acceptable use

You will not, and will not help or allow anyone else to:

• (a) use the Services in violation of any law or regulation, including laws on money laundering, terrorist financing, sanctions, fraud, tax evasion or consumer protection;
• (b) use the Services with funds that are proceeds of crime, or on behalf of any person described in Section 2.3;
• (c) use the Services to conceal assets from creditors, courts, a bankruptcy estate, tax authorities, a spouse in legal proceedings, or anyone else with a lawful claim to them;
• (d) provide false, misleading or someone else's information to us or to any third-party provider, or use another person's payment method or bank account without authorisation;
• (e) initiate fraudulent chargebacks, payment reversals or disputes;
• (f) interfere with, disrupt, overload, probe, scan or test the vulnerability of the Services other than under a disclosure programme we have authorised, or bypass any access control, rate limit or geographic restriction;
• (g) access the API by automated means except through the App or as we expressly allow, or scrape or harvest data about other users;
• (h) introduce malware, or use the Services to attack or manipulate any blockchain, contract, market or person;
• (i) reverse-engineer, decompile or modify the App except to the extent the law gives you a right to that cannot be excluded, or where the relevant code is open source and its licence permits it;
• (j) impersonate Holdout or any person, or misrepresent your affiliation with anyone;
• (k) use our names, logos or branding without our written permission;
• (l) put unlawful, infringing, abusive or personally identifying content into goal names or any other field that is published on-chain; or
• (m) resell, sublicense or commercially exploit the Services without our written permission.

We may investigate suspected breaches and cooperate with law enforcement, regulators and third-party providers, including by disclosing information as described in the Privacy Policy.

17. Intellectual property and licence

17.1 Licence to you. Subject to these Terms, we grant you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable licence to install and use the App on devices you own or control, and to access the Services, for your personal, non-commercial use.

17.2 Ownership. We and our licensors own all rights in the Services, including software, designs, text, graphics, the "Holdout" name, logos and trade dress. No rights are granted except as expressly stated.

17.3 Open-source components. Parts of the Services, including the Vault Contract, are released under open-source licences. Those licences govern your use of those components and prevail over these Terms to the extent of any conflict in respect of that code. Open-source licences include their own warranty disclaimers, which apply in addition to those here.

18. Privacy and public data

18.1 Our Privacy Policy at https://holdout.locklogistics.net/privacy explains what we collect and why. In summary, we do not run an account database of names and passwords. We identify you to our systems chiefly by your Smart Account address. Our backend stores blockchain-derived data about your goals and deposits (including goal names), push-notification tokens you register, a log of notifications sent, and, if you connect Stripe Link, your email address and the tokens that keep that connection active. Your IP address is processed when you use the API and is passed to Stripe when you start a purchase. Identity documents you give to Stripe or Bridge go to them, not to us.

18.2 On-chain data is public and permanent. Anything written to the blockchain can be read by anyone, can be copied and analysed by third parties, and cannot be altered or erased by us or by you. Data we index from the blockchain is public information, and you should assume that activity associated with a Smart Account address is visible to anyone who knows that address.

18.3 We do not sell your personal information.

19. Suspension, termination and account deletion

19.1 By you. You can stop using the Services at any time. You can request deletion of your account from the Account tab or by emailing support@locklogistics.net. We will delete or de-identify off-chain personal data we hold, subject to legal retention requirements. We cannot delete on-chain data.

19.2 Warning: deletion does not unlock funds, and may strand them. Deleting your account, your passkey or the App does not release funds from any goal and does not withdraw anything for you. Because access to your Smart Account currently depends on your passkey and on Privy's records, deleting your account while assets remain in your Smart Account or in any goal may make those assets permanently inaccessible. Withdraw and move everything out first. If funds are still locked, do not delete your account until they have been withdrawn.

19.3 By us. We may suspend, restrict or terminate your access to all or part of the App, Site and API, at any time, with or without notice, if we reasonably believe that: you have breached these Terms; we are required to by law, a regulator, a court, or a third-party provider; your use poses a security, legal or reputational risk; or we are discontinuing the Services (Section 21).

19.4 What termination does and does not do. Termination or suspension affects only your access to our interface. It does not and cannot affect your assets, which remain in your Smart Account and the Vault Contract, controlled by your credentials and subject to their on-chain rules. Be aware, however, of the dependency described in Sections 4.3 and 15(d).

19.5 Survival. Sections 3, 4.2, 4.4, 4.5, 4.7, 5, 6, 7.4, 8.3, 14 to 18, and 19.4 to 28 survive termination.

20. Disclaimers

20.1 TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

20.2 WITHOUT LIMITING THE ABOVE, WE DO NOT WARRANT THAT: THE SERVICES OR THE VAULT CONTRACT WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR FREE OF VULNERABILITIES OR HARMFUL COMPONENTS; ANY TRANSACTION WILL BE EXECUTED, CONFIRMED OR EXECUTED AT A PARTICULAR TIME OR PRICE; ANY INFORMATION SHOWN IS ACCURATE, COMPLETE OR CURRENT; ANY DEFECT WILL BE CORRECTED; OR THE SERVICES WILL REMAIN AVAILABLE OR COMPATIBLE WITH YOUR DEVICE.

20.3 WE MAKE NO REPRESENTATION ABOUT, AND ACCEPT NO RESPONSIBILITY FOR, ANY BLOCKCHAIN, DIGITAL ASSET, SMART CONTRACT WE DO NOT CONTROL, OR THIRD-PARTY SERVICE.

20.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICES OR ANY COMMUNITY SPACE, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

20.5 Some jurisdictions do not allow certain warranty exclusions, so some of the above may not apply to you. See Section 25.

21. Changes to, and discontinuation of, the Services

21.1 We may change, suspend or discontinue any part of the App, Site or API at any time, including removing features or support for a contract version, device, operating system or jurisdiction. We may deliver changes through over-the-air updates without a new app-store release. We are under no obligation to maintain or support the Services.

21.2 If we discontinue the Services entirely, we will, where reasonably practicable, (a) give advance notice in the App and on the Site, and (b) publish information to help users reach their Smart Accounts and the Vault Contract by other means. We do not guarantee that this will be possible, including because it may depend on third parties such as Privy. Discontinuation does not shorten, waive or otherwise alter any goal's rules; funds remain subject to them on-chain.

21.3 You accept that the possibility of the interface going away while your funds remain locked is an inherent risk of using the Services during the beta.

22. Changes to these Terms

22.1 We may update these Terms from time to time. We will post the updated Terms with a new "Last updated" date, and, for material changes, give reasonable advance notice in the App, on the Site or by other reasonable means, except where a change is required sooner by law, by a third-party provider, or for security reasons.

22.2 By continuing to use the Services after updated Terms take effect, you accept them. If you do not agree, stop using the Services. Changes to these Terms never change the rules of an existing goal, which are fixed on-chain.

22.3 Changes to Section 24 (dispute resolution) will not apply to a dispute of which we had written notice before the change took effect.

23. Limitation of liability, indemnity and release

23.1 Exclusion of certain damages. TO THE FULLEST EXTENT PERMITTED BY LAW, HOLDOUT AND ITS AFFILIATES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS AND SUPPLIERS (THE "HOLDOUT PARTIES") WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, DIGITAL ASSETS OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY.

23.2 Specific exclusions. WITHOUT LIMITING SECTION 23.1, THE HOLDOUT PARTIES WILL NOT BE LIABLE FOR ANY LOSS ARISING FROM: (A) YOUR INABILITY TO ACCESS FUNDS BECAUSE OF RULES YOU SET OR TIGHTENED; (B) LOSS OR COMPROMISE OF YOUR PASSKEY, DEVICE OR CREDENTIALS; (C) BUGS, EXPLOITS OR FAILURES IN ANY SMART CONTRACT, INCLUDING THE VAULT CONTRACT, OR IN ANY BLOCKCHAIN; (D) ACTS OR OMISSIONS OF ANY THIRD PARTY, INCLUDING PRIVY, STRIPE, 0X, BRIDGE, CIRCLE, ALCHEMY, EXPO, APPLE, GOOGLE OR ANY BANK; (E) FREEZING, BLACKLISTING OR DE-PEGGING OF ANY DIGITAL ASSET; (F) USER ERROR, INCLUDING WRONG ADDRESSES, NETWORKS, AMOUNTS OR BANK DETAILS; (G) DELAYED, MISSING OR INACCURATE NOTIFICATIONS OR DISPLAYED INFORMATION; (H) UNAUTHORISED ACCESS TO YOUR DEVICE OR ACCOUNTS; (I) OUR PAUSING OR NOT PAUSING DEPOSITS; OR (J) SUSPENSION, MODIFICATION OR DISCONTINUATION OF THE SERVICES.

23.3 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE HOLDOUT PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO HOLDOUT (NOT TO THIRD PARTIES OR NETWORKS) IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND (B) US $100.

23.4 Basis of the bargain. The Services are offered free or at low cost, and we have no ability to control or recover your assets. These limitations reflect a reasonable allocation of risk and are an essential basis of the agreement between us. They apply even if a limited remedy fails of its essential purpose.

23.5 What is not limited. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, which may include liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence.

23.6 Indemnity. To the fullest extent permitted by law, you will defend, indemnify and hold harmless the Holdout Parties from and against any claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Services; (b) your breach of these Terms or of any third party's terms; (c) your violation of any law or of anyone's rights; or (d) any content you publish on-chain through the Services. We may assume exclusive control of the defence of any matter subject to indemnification, at your expense, and you will cooperate with us.

23.7 Release. To the fullest extent permitted by law, you release the Holdout Parties from all claims and damages arising out of disputes between you and any third party, including other users and third-party providers. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

24. Dispute resolution, arbitration and class-action waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL. This Section applies to the fullest extent permitted by the law where you live; see Section 25.

24.1 Talk to us first. Before starting any formal proceeding, the party with a complaint must send the other a written notice describing the dispute and the relief sought (to us by email at legal@locklogistics.net, with a paper copy to our mailing address if you want one, which we provide on request under Section 28; to you by any contact details we have or through the App). The parties will try in good faith to resolve the dispute within 60 days of that notice. Any limitation period is tolled during those 60 days.

24.2 Agreement to arbitrate. If the dispute is not resolved, any dispute, claim or controversy arising out of or relating to these Terms or the Services (a "Dispute") will be resolved exclusively by final and binding individual arbitration, rather than in court, except that (a) either party may bring an individual claim in small-claims court if it qualifies, and (b) either party may seek injunctive or equitable relief in court to protect intellectual-property rights or to stop unauthorised use or abuse of the Services. The arbitrator, not a court, decides questions of arbitrability, including the scope and enforceability of this Section, except for the enforceability of Section 24.4.

24.3 Rules and procedure. The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules in force when the arbitration is filed, as modified by this Section. The arbitration will be conducted in English by a single arbitrator. It will take place by video or telephone, or on written submissions, or in person in Hawkins County, Tennessee or the county where you live, at your choice. Payment of filing, administration and arbitrator fees will be governed by the provider's rules; if you are a consumer and those fees would be prohibitive compared with litigation, we will pay the portion needed to prevent that. The Federal Arbitration Act governs the interpretation and enforcement of this Section. Judgment on the award may be entered in any court with jurisdiction.

24.4 Class-action and jury waiver. YOU AND WE 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, PRIVATE-ATTORNEY-GENERAL OR REPRESENTATIVE PROCEEDING. YOU AND WE EACH WAIVE THE RIGHT TO A TRIAL BY JURY. The arbitrator may not consolidate more than one person's claims and may award relief only in favour of the individual party and only to the extent needed to resolve that party's individual claim. If this Section 24.4 is found unenforceable as to a particular claim or remedy (such as public injunctive relief), that claim or remedy alone will be severed and heard in court after the arbitration of everything else concludes.

24.5 Mass filings. If 25 or more similar demands are brought by or with the assistance of the same counsel or organisation, the parties will use the arbitration provider's mass-arbitration or batching procedures, proceeding with staged bellwether groups, with remaining demands stayed and limitation periods tolled in the meantime.

24.6 30-day right to opt out. You may opt out of this agreement to arbitrate by emailing legal@locklogistics.net within 30 days of first accepting these Terms, with the subject "Arbitration opt-out", stating your name, your Smart Account address, and that you opt out. Opting out does not affect any other part of these Terms.

24.7 Time limit. To the fullest extent permitted by law, any Dispute must be commenced within one year after the claim arose; otherwise it is permanently barred.

24.8 Governing law and courts. These Terms and any Dispute are governed by the laws of the State of Tennessee, United States, without regard to conflict-of-laws rules. Subject to the agreement to arbitrate, the state courts located in Hawkins County, Tennessee and the United States District Court for the Eastern District of Tennessee have exclusive jurisdiction, and you and we consent to personal jurisdiction there.

25. Consumers and jurisdiction-specific terms

25.1 Mandatory rights preserved. If you are a consumer, nothing in these Terms takes away rights you have under mandatory laws of the country or state where you live. Where any provision of these Terms, including in Sections 20, 23 and 24, is not permitted by such law, it applies to you only to the extent it is permitted.

25.2 EEA, UK and Switzerland. If you are a consumer habitually resident in the EEA, the UK or Switzerland: (a) Sections 24.2 to 24.7 (arbitration, class waiver, time limit) do not apply to you, and you may bring proceedings in the courts of your country of residence; (b) you benefit from any mandatory provisions of the law of that country; (c) we do not exclude liability for failing to use reasonable care and skill or for losses that were a foreseeable result of our breach, but we are not liable for losses that were not foreseeable, that were caused by third parties or by your own breach, or that are business losses; and (d) you expressly request that the Services begin immediately and acknowledge that, once an on-chain transaction is broadcast, any statutory right to cancel that transaction is lost because it has been fully performed and its price depends on market fluctuations outside our control.

25.3 Australia. Nothing in these Terms excludes, restricts or modifies any consumer guarantee under the Australian Consumer Law that cannot lawfully be excluded. Where permitted, our liability for breach of such a guarantee is limited to resupplying the Services or paying the cost of resupply.

25.4 California. Under California Civil Code §1789.3, California users may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

25.5 New Jersey. Nothing in these Terms limits rights that cannot be waived under the New Jersey Truth-in-Consumer Contract, Warranty and Notice Act.

25.6 No offer where unlawful. The Services are not directed at, and must not be used by, anyone in a jurisdiction where offering or using them would be unlawful or would require us to hold a licence or registration we do not hold.

26. App-store terms

26.1 Apple. If you downloaded the App from the Apple App Store, you and we acknowledge that: (a) these Terms are between you and us only, not Apple, and Apple is not responsible for the App or its content; (b) your licence is limited to use on Apple-branded products you own or control, as permitted by the Usage Rules in the Apple Media Services Terms; (c) Apple has no obligation to provide maintenance or support for the App; (d) if the App fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price (if any), and to the fullest extent permitted by law Apple has no other warranty obligation; (e) Apple is not responsible for addressing any claims relating to the App, including product-liability claims, claims that the App fails to conform to legal or regulatory requirements, or consumer-protection or privacy claims; (f) Apple is not responsible for investigating, defending, settling or discharging any third-party intellectual-property infringement claim; (g) you represent that you are not located in a country subject to a US Government embargo or designated a "terrorist supporting" country, and are not on any US Government list of prohibited or restricted parties; (h) you must comply with applicable third-party terms when using the App; and (i) Apple and its subsidiaries are third-party beneficiaries of these Terms and, on your acceptance, have the right to enforce them against you.

26.2 Google. If you downloaded the App from Google Play, your use is also subject to the Google Play Terms of Service. Google is not a party to these Terms and has no responsibility for the App.

27. General

27.1 Entire agreement. These Terms, the Privacy Policy, and any additional terms referred to in them are the entire agreement between you and us about the Services, and supersede all prior understandings. Marketing materials, app-store listings, onboarding screens, FAQs and community posts are summaries and do not form part of these Terms; if any of them is inconsistent with these Terms, these Terms prevail.

27.2 No partnership or third-party rights. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary or employment relationship. Except for the Holdout Parties and as stated in Section 26.1, no one other than you and us has any right to enforce these Terms.

27.3 Assignment. You may not assign or transfer these Terms or your rights under them without our written consent. We may assign them freely, including in a merger, acquisition, reorganisation or sale of assets.

27.4 Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the rest of these Terms will remain in effect, subject to Section 24.4.

27.5 No waiver. Our failure to enforce a provision is not a waiver of it. A waiver is effective only if in writing and signed by us.

27.6 Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labour disputes, government or regulatory action, power, internet or telecommunications failures, failures of third-party providers, blockchain congestion, forks or failures, and cyberattacks.

27.7 Export and trade controls. You will comply with all applicable export-control and sanctions laws in using the Services.

27.8 Language. These Terms are written in English. Any translation is for convenience only, and the English version prevails to the extent permitted by law.

27.9 Interpretation. Headings are for convenience only. "Including" means "including without limitation". The summary at the top and any explanatory boxes are not operative terms.

27.10 Notices to us. Legal notices must be sent by email to legal@locklogistics.net. If you also want to send a paper copy, ask support@locklogistics.net for our mailing address (Section 28); we will reply within 5 business days. Notices are effective on receipt of the email.

28. Contact

Lock Logistics LLC
Rogersville, Tennessee 37857
United States
Mailing address: available on request. Email support@locklogistics.net with the subject "Mailing address"
Support: support@locklogistics.net
Legal notices: legal@locklogistics.net
Security reports: security@locklogistics.net