Welcome to Bridge.

7.1. Fees. You can access the fees we charge for Orders through your Partner Account (“Fees”). Our Fees are subject to change, and you are solely responsible for reviewing the fee schedule prior to placing an Order. Placement of an Order by you means you accept the Fees published at the time you place the Order.
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7.2. E-sign and Electronic Communications Consent. 
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7.2.1. We or the Partner will send all notices and communications with you (“Communications”) through your Partner Account to the email address associated with your Partner Account. To ensure that you receive all of our Communications, you must keep your email address up-to-date and immediately notify the Partner if there are any changes. Delivery of any Communications by us to the email address associated with your Partner Account is considered valid. If any email Communication is returned as undeliverable, we retain the right to block access to your Bridge Account until you provide and confirm a new and valid email address.
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7.2.1. Hardware and Software Requirements. To access and retain electronic Communications, you will need the following computer hardware and software: (a) a device with an Internet connection; (b) a current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled; (c) a valid email address (your primary email address on file with Company); and (iv) sufficient storage space to save past Communications or an installed printer to print them.
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7.2.2. How to Withdraw Your Consent. You may withdraw your consent to receive Communications electronically by contacting us at support@bridge.xyz. If you fail to provide, or if you withdraw your consent to receive Communications electronically, we reserve the right to immediately close your Bridge Account or charge you additional fees for paper copies.
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7.3. Taxes. We do not provide tax or legal advice. We will report Orders and the proceeds from Orders to the Internal Revenue Service to the extent and manner required by applicable law.
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7.4. Intellectual Property; Bridge Materials; Feedback. The text, graphics, images, logos, button icons, photographs, editorial content, notices, software and other materials we provide you, including the manner in which we arrange or present them to you (the “Bridge Materials”) are protected under both the United States and other applicable copyright, trademark, and other laws. The Bridge Materials belong to us or are licensed to Bridge by our partners. We grant you the right to view and use the Bridge Materials, but we or our partners retain ownership of the Bridge Materials at all times. You may download or print a copy of the Bridge Materials for personal, non-commercial use only. Any distribution, reprint or electronic reproduction of any Bridge Materials in whole or in part for any other purpose is expressly prohibited without our prior written consent. You agree not to use, nor permit any third party to use, the Bridge Materials in a manner that violates any applicable law or these terms. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Bridge Services (“Feedback”), then you hereby grant Bridge an unrestricted, perpetual, irrevocable, non-exclusive, fully paid up, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Bridge Services and to create other products and services.
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7.5. Remedies for Breach. If you or any Authorized User breaches any of your representations, warranties, agreements or covenants set forth in these terms, give us inaccurate or incomplete information for any reason, or otherwise fail to comply with any other requirements of these terms or any of our policies, we will have the right to suspend or terminate your Bridge Account. You will be liable for all losses we our affiliates incur that result from any such breach. We have sole discretion over what actions, if any, it takes in the event of such breach and may take such action without prior notice to you.  If a breach by you or your Authorized Users involves participation by other parties with your Bridge Accounts, you and such parties will be jointly and severally liable for all resulting damages to Bridge and our affiliates. The enumeration in these terms of specific remedies will not be exclusive of any other remedies that may be available to us at law or in equity.  Any delay or failure by us to exercise any right, power, remedy or privilege in these terms, or that exist now or in the future under any applicable laws (collectively, “Legal Rights”) will not be construed to be a waiver of those Legal Rights, nor to limit the exercise of such Legal Rights, nor will it preclude the further exercise those Legal Rights.
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7.6. INDEMNIFICATION. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS BRIDGE, AND OUR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, INDEPENDENT CONTRACTORS, EMPLOYEES, AND AGENTS (THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ALL LOSSES, LIABILITIES, ATTORNEYS’ FEES, AND ALL RELATED EXPENSES (“LOSSES”), WHETHER IN TORT, CONTRACT, OR OTHERWISE, THAT ARISE OUT OF, RELATE TO, OR ARE ATTRIBUTABLE, IN WHOLE OR IN PART, TO A CLAIM, SUITS, OR PROCEEDINGS,  BROUGHT BY A THIRD PARTY AGAINST AN INDEMNIFIED PARTY RELATED TO YOUR BREACH OF THESE TERMS OR ANY ACTIVITY BY YOU RELATED TO YOUR USE OF THE BRIDGE SERVICES. 
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7.7. NO WARRANTY; LIMITATION OF LIABILITY. 
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7.7.1. YOUR USE OF THE BRIDGE SERVICES ARE PROVIDED BY BRIDGE, OUR AFFILIATES AND SERVICE PROVIDERS ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  WE DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER IMPLIED WARRANTIES.  THERE IS NO WARRANTY THAT ANY OF THE BRIDGE SERVICES, OR ANY DATA OR OTHER INFORMATION PROVIDED TO YOU BY BRIDGE OR ITS AFFILIATES OR THROUGH THE PARTNER SERVICES WILL FULFILL ANY PARTICULAR PURPOSES OR NEEDS. THERE IS NO WARRANTY THAT THE BRIDGE SERVICES WILL BE ERROR FREE, UNINTERRUPTED, TIMELY, RELIABLE, COMPLETE OR ACCURATE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
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7.7.2. None of Bridge or our Affiliates, nor any of their respective officers, directors, managers, partners, employees or independent agents or contractors will be liable to you or any Authorized User for any losses arising out of, related to or resulting from any activities conducted through your Bridge Account, Orders you place for the sale or purchase of Stablecoins, directing the transfer of funds to Bridge or to a Receiving Wallet, and any other uses of the Bridge Services, except to the extent and only to the extent that your losses are actual and have been finally determined by a court of competent jurisdiction or arbitration panel to have resulted solely from the gross negligence, intentional misconduct or fraud of Bridge, our Affiliates, and any of their respective officers, directors, managers, partners, employees or independent agents or contractors. You will not be held liable for such actual losses that have been finally determined to have resulted solely from the gross negligence, intentional misconduct or fraud of Bridge, or our Affiliates, nor any of their respective officers, directors, managers, partners, employees or independent agents or contractors. Further, none of Bridge, or our Affiliates, nor any of their respective officers, directors, managers, partners, employees or independent agents or contractors will have responsibility for losses or have any other liability to you (a) arising out of or resulting from any actions or inactions or performance of services by any third party or actions of other participants in the markets with respect to your Bridge Account or the activities conducted through your Bridge Account or (b) arising out of or resulting from system failures, outages, unauthorized access to the Bridge Account, conversion of property, errors of any kind, government actions, force majeure events, trading suspensions, or any other causes over which Bridge does not have direct control. Further, none of Bridge, or our Affiliates, nor any of their respective officers, directors, managers, partners, employees or independent agents or contractors will be liable for any indirect, special, incidental, punitive, consequential or exemplary damages or any other losses that are not direct damages, which includes trading losses, lost profits and other lost business opportunities relating to sending Orders to Bridge, directing the transfer of funds to Bridge, storing Stablecoins in a Receiving Wallet and your use of the Bridge Services.
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IF YOU ARE A NEW JERSEY RESIDENT, the provisions of this Section 7.7 are intended to apply only to the extent permitted under New Jersey law.
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The no warranty provisions and limitation of liability set forth in this Section 7.7 are fundamental elements of the basis of the bargain between Bridge and you.
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7.8. Arbitration; Jury Trial and Class Action Waiver. 
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7.8.1. This Section 7.8 constitutes your agreement to arbitrate (“Arbitration Agreement”) all disputes arising under or in connection with these terms and your relationship with us (collectively, “Claims”). This includes Claims made by us against you, by you or anyone connected to you against us or any of our Affiliates, agents, employees, predecessors, successors, or assignees. Arbitration is often used to resolve Claims more efficiently than a trial, particularly where the amount of the Claim is small. YOU ARE WAIVING THE RIGHT TO LITIGATE A CLAIM IN COURT AND TO HAVE A JURY TRIAL ON ANY CLAIM. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATIONS WITH OTHER ARBITRATIONS ARE NOT PERMITTED. ANY ARBITRATION UNDER THESE TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS.
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7.8.2. Before commencing an action in arbitration, the parties will promptly submit any dispute that they have failed to promptly resolve to mediation before the American Arbitration Association (“AAA”) in New York, New York, or at a location agreed to by the parties, The parties will jointly select the mediator, or if the parties are unable to agree upon a mediator, then the dispute will be submitted to non-binding mediation before the AAA.  If the parties are unable to achieve a mutually agreeable resolution of the dispute through mediation within 60 days after commencement of mediation proceedings, the parties hereby agree to submit their dispute to binding arbitration described below. Notwithstanding the foregoing, either party may file an arbitration demand at any time to comply with any statute of limitation or timing requirements to preserve its Claim.
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7.8.3. All Claims will be decided finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (“AAA”) according to this provision and the applicable AAA rules, which may limit the discovery available to you or to us. You can obtain copies of the AAA rule and forms by contacting AAA at 1-800-778-7879 or www.adr.org. Any arbitration hearing that you attend will take place in the federal judicial district where you reside as of the date you execute these terms. The arbitrator will apply applicable substantive law of New York and consistent with the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”) and applicable statutes of limitations and will honor claims of privilege recognized at law.
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7.8.4. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. While an arbitrator may award declaratory or injunctive relief, the arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s Claims. The arbitrator’s decision and judgment criteria will not have a precedential or collateral estoppel effect on Claims asserted by any individual or entity who was not party to the arbitration. If any provision of this Arbitration Agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). The arbitration itself will be governed by Federal Arbitration Act 9 USC §1 et. seq.. If a court or arbitrator decides that this Arbitration Agreement cannot be enforced as to a particular Claim for relief, then that Claim (and only that Claim) must be severed from the arbitration and may be brought in court. Individual Claims filed in small claims court are not subject to this Arbitration Agreement as long as the Claim remains in small claims court. The arbitrator alone will have the authority to interpret the scope and enforceability of this Arbitration Agreement, except that any Claim concerning the scope or enforceability of the prohibition on class, collective, or representative Claims, or Claims in arbitration for public injunctive relief, will be resolved by the state and federal courts in New York, New York in accordance with New York law.
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7.8.5. IF YOU DO NOT WANT TO ARBITRATE ALL CLAIMS AS PROVIDED IN THIS USER AGREEMENT, THEN YOU HAVE THE RIGHT TO REJECT SUCH ARBITRATION PROVISIONS BY DELIVERING A WRITTEN NOTICE TO US AT ADMIN@BRIDGE.XYZ, ATTENTION: LEGAL DEPARTMENT WITHIN 30 DAYS OF THE DATE YOU REGISTERED FOR YOUR BRIDGE ACCOUNT. YOUR REJECTION OF ANY ARBITRATION PROVISIONS DOES NOT AFFECT ANY INDEPENDENT ARBITRATION AGREEMENTS WITH THIRD PARTIES, AND YOU REMAIN SUBJECT TO ANY ARBITRATION, CLASS ACTION OR JURY TRIAL WAIVER OR DISPUTE RESOLUTION PROCESSES SET OUT IN THOSE SEPARATE AGREEMENTS. YOU MUST INCLUDE YOUR FIRST AND LAST NAME, YOUR MAILING ADDRESS, YOUR EMAIL, AND YOUR MOBILE PHONE NUMBER IN THE NOTICE.
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7.9. Governing Law and Venue. These terms and your access to and use of the Bridge Services will be governed by and construed and enforced in accordance with the laws of the state of New York, without regard to conflict of law rules or principles (whether of the state of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties arising out or relating to these terms that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of the state of New York and the United States, respectively.
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7.10. Regulation. Bridge is registered with the U.S. Department of Treasury Financial Crimes Enforcement Network (“FinCEN”) as a money services business (“MSB”). As a registered MSB, Bridge is subject to the Bank Secrecy Act and its implementing regulations (collectively, the “BSA”) which set out the requirements imposed upon financial institutions to implement policies and procedures reasonably designed to detect and prevent money laundering and terrorist financing. Your access to and use of your Bridge Services is subject to compliance with Bridge’s AML/CTF Compliance Program. Bridge is not a registered broker-dealer and is not a member of the Financial Industry Regulatory Authority (“FINRA”) or the Securities Investor Protection Corporation (“SIPC”). Any funds we hold while processing an Order for you are not protected by the Federal Deposit Insurance Corporation (“FDIC”) or SIPC, or any other insurance.
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7.11. Compliance with Applicable Laws. Orders are subject to applicable laws, regulations, and rules of federal and state governmental and regulatory authorities (collectively, “Applicable Laws”). You understand that compliance with Applicable Laws may include compliance with any guidance or direction of any regulatory authority or government agency, any writ of attachment, lien, levy, subpoena, warrant, or other legal order (collectively, “Legal Orders”). In no event will we be obligated to affect any Order that we believe would violate any Applicable Law. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our good faith efforts to comply with any Applicable Law, including any Legal Order. 
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7.12. Force Majeure. We are not be liable for delays, failure in performance or interruption of service that result directly or indirectly from significant market volatility, acts of God, acts of civil or military authorities, acts of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failures of equipment or software, pandemics, other catastrophe or any other occurrence that is beyond our reasonable control.
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7.13. Survival. All provisions pertaining to suspension, termination, or cancellation of the Bridge Services, debts owed to Bridge, disputes with Bridge and general provisions, and all other provisions of these terms which by their nature extend beyond the expiration or termination of these terms survive the termination or expiration of these terms.
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7.14. Entire Agreement. These terms, our Privacy Policy, and all other terms incorporated into these terms comprise the entire understanding and agreement between you and Bridge as to the subject matter of these terms, and supersede any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of these terms), between you and Bridge. Section headings in these terms are for convenience only and will not govern the meaning or interpretation of any provision of these terms.
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7.15. Assignment. We reserve the right to assign our rights without restriction to any Bridge Affiliate, any successor in interest of any business associated with the Bridge Services, or to any other person in our sole discretion. If Bridge is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the Personal Data we have collected from you as part of such merger, acquisition, sale, or other change of control. You may not assign any rights or licenses granted under these terms. Any attempted transfer or assignment by you in violation of this Section 7.15 will be null and void.
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7.16. Severability. If any provision of these terms is determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these terms will not be affected.
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7.17. Non-Waiver of Rights. These terms may not be construed to waive rights that cannot be waived under Applicable Law, including applicable state money transmission laws in the state where you are located. In addition, our failure to insist upon or enforce strict performance by you of any provision of these terms or to exercise any right under these terms will not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision or right in that or any other instance.
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7.18. Modifications to these Terms. We reserve the right to make changes to these terms and to the Bridge Services at any time. If we make changes, our Partner will post the amended terms in your Partner Account. We may also notify you by sending an email to the address on file in your Partner Account. Unless we say otherwise in our notice, the amended terms will be effective immediately and will apply to any pending Orders or any then-current and subsequent uses of your Bridge Account. You are responsible for reviewing these terms each time you access or use the Bridge Services. Your continued access to and use of your Bridge Account after we provide notice to you means you have consented to the changes. If you do not agree to the changes, you must close your Bridge Account immediately.

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7.18. Severability. If any provision of these terms is determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these terms will not be affected.

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7.19. Non-Waiver of Rights. These terms may not be construed to waive rights that cannot be waived under Applicable Law, including applicable state money transmission laws in the state where you are located. In addition, our failure to insist upon or enforce strict performance by you of any provision of these terms or to exercise any right under these terms will not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision or right in that or any other instance.

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7.20. Modifications to these Terms. We reserve the right to make changes to these terms and to the Bridge Services at any time. If we make changes, our Partner will post the amended terms in your Partner Account. We may also notify you by sending an email to the address on file in your Partner Account. Unless we say otherwise in our notice, the amended terms will be effective immediately and will apply to any pending Orders or any then-current and subsequent uses of your Bridge Account. You are responsible for reviewing these terms each time you access or use the Bridge Services. Your continued access to and use of your Bridge Account after we provide notice to you means you have consented to the changes. If you do not agree to the changes, you must close your Bridge Account immediately.

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7.21 Data Protection. In respect of any personal data processed under the Agreement, the parties agree that they shall each comply with their respective obligations under the EU GDPR and any implementing or supplementing legislation, or any statutory instrument, order, rule or regulation made thereunder and all applicable laws in any jurisdiction relating to the processing of Personal Data and privacy (“Data Protection Laws”) including, without limitation, ensuring they have provided privacy notices to, and obtaining any consent required by law from, all individuals to whom the relevant personal data relates in respect of all processing undertaken by that party (including any disclosure to the other party). Each party shall also ensure that it has satisfied an applicable statutory ground under the Data Protection Laws permitting it to transfer any applicable personal data to the other party.

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7.25 E-Signatures and Counterparts: Unless applicable law requires otherwise, the Agreement will be executed using electronic methods. They may also be executed in one or more counterparts. Each counterpart will constitute an original and together they will constitute a single agreement. If an effective date is not stated within the Agreement it will come into effect on the date that you confirm agreement to it.