Proton Wallet Terms of Use

Last modified: 24 July 2024

These Terms of Use ("Terms") constitute an agreement between the customer ("you" or "user") and Proton Financial AG, a company limited by share incorporated in Switzerland with company number CHE-279.911.859, whose registered address is Baarermattstrasse 8F 6340 Baar, Switzerland (the "Company", "Proton Financial AG").

Proton Financial AG is a company that develops software for end users and is a wholly-owned subsidiary of Proton AG, whose primary shareholder is the non-profit Proton Foundation based in Geneva, Switzerland.

These Terms apply to access and use of the software services provided by the Company ("Service" or "Services") and third party providers.

Services are available via a set of mobile, web, desktop applications, browser extension and webpages.

By using Services and further accepting to avail the Services, you agree to accept and comply with these Terms. You should read, understand and accept the entire Terms. If you do not accept and agree to these Terms, you should avoid accessing or using the Services.

1. Services / Supported digital assets

The Company grants a license to use its self-developed software products.

The Company's Services allow you to create your own wallet interface to interact with digital asset on blockchains. The Company itself does not provide any payment or exchange services.

1.1. The "Proton Wallet" Service

The "Proton Wallet" Service is an IT solution that allows end users to interact with blockchains directly with no interactions from any other counterparties. The Service allows you to:

generate wallet addresses and associated private keys that you may use to send and receive digital assets;
associate said wallet addresses with your email address;
access third-party services through functionality made available by third-party service provider(s);
view digital asset price information made available by third party service provider(s)
broadcast digital asset transaction data to various blockchains supported by Proton Wallet without requiring to download or install the associated blockchain-based software on your local device.

Proton Wallet enables users to make transactions with virtual currencies and tokens in a non-custodial manner, which means that no one, except the user has access to the user's digital assets and private information. User is the only person in capacity to control the wallet and the digital assets unless granted by user to someone else. At no point does the Company store or has custody in any manner of user's private keys, backup phrases or passwords ("Private Information") that allow custody over the digital assets. The user shall be the only responsible for backing up Private Information. In case of loss or misplacement of Private Information by the user, it will not be possible for the Company to recover it and user may permanently lose access to the account (wallet) and digital assets contained herein. As such, under no circumstances will the Company be liable to you for any direct or indirect losses, damages, or costs that you may suffer in connection with the loss or misplacement of Private Information.

The Company grants you a non-exclusive, non-transferable worldwide license to use Proton Wallet. You may use it only in compliance with intended purposes under this Terms.

Proton Wallet as an IT solution provides functionalities that allow you to make transactions with virtual currencies on third-party blockchains. However, Company does not have access to your transactions. Company is not the creator of and does not have any control over any of the virtual assets or tokens that Proton Wallet allows to use or their underlying technology (i.e. distributed ledger technology). No transactions with digital assets are governed or controlled by the Company.

1.1.1 Supported digital assets

Digital supported by our Services are identified in the Services themselves and may change at any time, without notice, at the Company's sole discretion. You are solely responsible for monitoring which digital assets are supported by the Services. The Company is not liable for discontinuation of support of any particular digital asset. While we aim at providing notice any time we plan to discontinue supporting any digital asset, we reserve the right to discontinue supporting any digital asset with or without notice. You acknowledge and agree that we may take any action necessary to discontinue our support of a digital asset, including but not limited to removing the ability to transact with or requiring you to remove discontinued digital assets from the Services in a reasonable period of time. Under no circumstances will the Company be liable to you for any direct or indirect losses, damages, or costs that you may suffer in connection with any actions or inaction we may take in accordance with these Terms to discontinue support of any digital asset. Note, due to the non-custodial nature of Proton Wallet, as long as you have kept safe your recovery information, you will always be able to move your assets to a different wallet.

2. Accuracy of Display

Through the Services, users can access and view the balance of their digital asset(s). The fiat value of user's digital asset as displayed through the Services is only an estimate depending on relevant exchange rates of fiat currency and the valuations of virtual currencies are constantly changing. The Company does not warrant nor does it make any representations as to the accuracy of the fiat or digital asset value displayed through the Services. For the avoidance of any doubt, "fiat currency" shall mean any currency issued by a central bank of a sovereign country, including but not limited to the Swiss Franc (CHF), Euro (EUR) or other.

3. IMPORTANT DISCLAIMERS AND RISK WARNING

The Company is not a bank or a financial institution and does not provide investment or financial advice, or consulting services to users of the Services. The Company is solely providing the Services described. With respect to any financial or investment decision, it is strongly recommended that you conduct your own research and due diligence investigation, to properly evaluate the benefits and risks of any investment or transaction. It is also strongly recommended that you seek advice and guidance of qualified accountants, financial advisors, tax advisors, legal counsels and investment advisors, in connection with any investment or financial transaction. All information presented to you by the Company does not in any way constitute a general offer or investment advice.

We highly recommend learning the basics of the specific digital asset that you plan on using before running the application. Trading and holding virtual currencies in your custody involve substantial risk of loss and is not suitable for all types of investors. Please make sure you are investing mindfully after understanding the nature, complexity and risks inherent in the trading of digital assets. You should not purchase digital asset unless you understand the extent of your exposure to potential loss. Please make sure you are not risking funds you cannot afford to lose. In no event shall the Company be liable to any loss or damage of any kind incurred as a result of the use of the Services.

To mitigate security risks, it is important to understand how they may occur and what may have an impact on their occurrence. In addition, technical problems may occur in your computer or the internet being used for Services or even in the network of mobile telephone operators which can prevent or suspend the use of the Services. You are responsible for preserving the security of the device used to access the Services. To receive Services in a compliant and safe manner, you undertake the following main responsibilities:

Not to leave devices and/or Private Information accessible to third parties or allow third parties to have access to these devices or Private Information;
To ensure all measures ensure optimal security of your equipment being used to access Services (e.g. to install antivirus software, anti-spyware, firewalls, etc.); and
Take all other measures and actions that could be reasonably expected from you wishing to ensure safety of your credentials and identifiers and not to make your account or Services available to unauthorized third parties.

When sending digital assets to third parties using the Services, you are responsible for making sure that the destination address (whether wallet address or email address) where it is sent (1) validly exists, (2) is controlled by the person/entity you believe it to belong to and (3) that person/entity is willing to receive the digital assets. You acknowledge that in no case will the Company be held responsible for digital assets that are sent by you to an invalid address, to an address belonging to the wrong person/entity, and/or to an address (including an email address while using the Bitcoin via Email feature) whose owner is not willing to receive digital assets.

4. Account Registration

In order to access some or all of our Services, you will need to register an account ("Account"). In order to do so, you shall confirm that:

4.1. if you are an individual, be old enough to legally form a binding contract in your jurisdiction (in the USA, that’s 18 years old, but it may be different where you live),

4.2. if you are an entity, be duly organized and validly existing under the applicable laws of the jurisdiction of your organization,

4.3. have full power and authority to enter into these Terms without violating any other agreement you have made,

4.4. you are not located in, or a citizen or resident of any state, country, territory or other jurisdiction where your use of the Services violates applicable law.

Use of one or more Services may not be available to you, in whole or in part, in certain regions, countries, or jurisdictions, in order to comply with certain rules and regulations.

If an Account is opened as part of a bundle, partnership, or independent integration with a third party (see Sections 8 and 9 below), you may be required to adhere to additional terms in order to use the Services.

5. Prohibited Use of the Services

You must not access or use our Services for any purpose other than that for which we make our Services available. Specifically, you are prohibited to do any of the following:

5.1. Breaching these Terms or any other applicable instructions that the Company may convey with respect to the Services;

5.2. Interfering with, burdening or disrupting the functionality of the Services;

5.3. Circumventing or manipulating the operation or functionality of the Services, or attempting to enable features of functionalities that are otherwise disabled, inaccessible or undocumented;

5.4. Sending automated machine generated queries;

5.5. Using robots, crawlers, and similar applications to collect and compile content from the Company or send data to the Company for the purposes of competing with the Company, or in such ways that impair or disrupt the Services' functionality

5.6. Impersonating any person or entity, making a false statement pertaining to your identity or affiliation with any person or entity;

5.7. Collecting, harvesting, obtaining or processing personal information regarding the Company's users without their prior explicit consent;

5.8. Engaging in any activity that constitutes a criminal offense or gives rise to civil liability;

5.9 Transferring your Services Account to another person or legal entity;

5.10 Accessing or using the Services, or attempting to do so, from any territory under comprehensive sanctions administrated by the U.S. Office of Foreign Assets Control of the U.S. Department of the Treasury (at the date of these terms: Iran, North Korea, Cuba, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine). You are also prohibited to use the Services if you are a resident, if you are established or if you have operations in any of such sanctioned territories.

5.11 Being yourself listed as or affiliated with or being owned by or controlled by any individual or entity named as a restricted person or party on any list maintained by the United States of America, United Kingdom, European Union or United Nations, including the list of Specially Designated Nationals administrated by the U.S. Office of Foreign Assets Control of the U.S. Department of the Treasury, the Denied Persons or Entity List maintained by the U.S. Department of Commerce.

5.12 If you are a U.S. resident or a U.S. citizen, knowingly making a transaction with an individual or entity that (a) resides, is established, or has operations in any territory under comprehensive sanctions administrated by the U.S. Office of Foreign Assets Control (at the date of these terms: Iran, North Korea, Cuba, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine) or (b) is included in any sanctions list maintained by the United States of America, including the list of Specially Designated Nationals maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Denied Persons or Entity List of the U.S. Department of Commerce.

You agree that Company may terminate the agreement with you and suspend or cancel your Account in case of, but not limited to:

Non-conformity to the requirements from these Terms, including violation of Section 5 above;
A requirement from any applicable law to which the Company is subject to in any jurisdiction;
An order from a court or other authority;
Unusual, unauthorized or fraudulent activity in your Account; or
False or misleading information.

6. Payment and Fees

If you have subscribed to the Services by subscribing to a Proton bundle (e.g. Proton Unlimited, Proton Visionary, Proton Business), Proton AG's Payment and Fees section is applicable (see section 9).

Subscriptions for the Services are charged on a monthly, yearly or bi-yearly billing cycle, depending on your selection. After the initial term, the subscription is renewed automatically for the same selected duration unless canceled or modified by you, or as announced at the moment of initial purchase. The price may change after the initial term as announced at the moment of initial purchase. Credit balances are automatically deducted accordingly. You are responsible for keeping payment information in relation with your Account up to date.

You may cancel your subscription within 30 days of the initial purchase and receive a refund for any unused portion of the service period. Here, any unused portion of the service period refers to the prorated remaining full days of the subscription period. Refunds will be processed within 30 days of the request. To request a refund, please contact us using our support form. For the sake of clarity, the cancellation and the request for refund must both be addressed within the 30-day period. Payments made by cash or bank transfers are not refundable. Refunds can only be requested once per user. This refund option is only applicable to users who have subscribed to the Company's Services directly through Proton's official channels (website and apps). If you have subscribed to the Company's Services through an intermediary or a third-party, please refer to their respective refund policy.

Past the abovementioned 30-day period, the Services provided by the Company are non-refundable and any refund or credit given will be at the sole discretion of the Company. Paid Accounts which are terminated due to a violation of these Terms will incur the loss of all payments and credits and are not eligible for refund.

If the Company chooses to issue a refund for any reason, The Company will only refund in the original currency of payment and to the original payment method. If you request a credit balance to be converted between different currencies which the Company supports, the Company has discretion over the exchange rate applied.

If you fail to fulfil your obligation of payment as a user of a paid Account, your account will be automatically downgraded to a Free account 14 days after the failure to proceed to payment. However, if your account is exceeding limits of free accounts, we may either:

Renew your subscription, in which case the subscription fee are due;
Downgrade your account to Free plan with limited access.

Subscriptions and credits are linked to the Account they have originally been purchased for and cannot be transferred to another account.

If you rely on dispute or chargeback mechanisms of third-party payment processors, you waive your right to the above-mentioned refund from the Company and consent to rely upon the dispute resolution procedure of the third-party payment processor. Furthermore, if the result of the dispute or chargeback mechanisms causes the Company to be liable for additional costs (e.g. dispute fee), you authorize the Company to charge that amount on your account.

Refunds made under this section may only concern the subscription to the Services and in no event shall the Company refund any acquisition of digital asset made by a user using the Services.

7. Intellectual Property

Unless otherwise specified, all materials used within the Services and on this website are the property of or licensed to the Company and are protected by copyright, trademark, and other applicable laws. You may view, print and/or download a copy of the materials from this website on any single computer solely for your personal, informational and/or non-commercial use, provided you comply with all copyright and other proprietary notices. The trademarks, service marks and logos of the Company and others used in the Services ("Trademarks") are the property of or licensed to the Company and their respective owners.

Trademarks include (but are not limited to) the following registered trademarks:

a. Trademark n° 97570627 in the United States

b. Trademark n° 017886413 in the European Union

c. Trademark n° 785465 in Switzerland

Trademarks and other materials should not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by any means, whether manual or automated, unless indicated otherwise by the Company.

8. Services Provided by Third-Parties and Integrations

The Services may incorporate and/or provide access to applications or materials that are hosted by or allow users to transfer custody to another party ("Third-Party Integrations"), such as:

a. Digital assets, such as Bitcoin (BTC);

b. Services providing market data to calculate the conversion rate between fiat currency and digital asset, such as CoinMarketCap and CoinGecko; and

c. On-ramp services (for fiat-to-token exchanges), such as Ramp, Moonpay, and Banxa.

Your dealings or correspondence with third parties and your use of or integration with any Third-Party Integrations are solely between you and the third party. Company does not control or endorse, and makes no representations or warranties regarding any Third-Party Integrations, and you access and use such Third-Party Integrations at your own risk.

The Company acts merely as an information service provider and intermediary between you and these third party providers. The Company's Services are limited to the technical provision of user interface to facilitate third party Services; the Company is neither a party to these transactions, nor has any decision making powers in the relationship between the user and the third party provider.

Although the Services of the Company make it easy to engage with the integrated third parties, Company shall not be responsible for any consequences stemming from your use of third-party integrated services. If you require assistance with a Third-Party Integration, you should contact that third party directly. The Company's customer support team will try to assist you as well if this is possible. The Company may but is not obliged to put you in contact with the responsible third party to resolve your issue.

The Company and third party providers are independent contractors and are not acting as agents for each other. All of the third party providers are acting on behalf of themselves.

9. Integration with services provided by Proton AG

Depending on how you use the Service, you may use services and features provided by Proton AG, such as a Proton account. In such cases, you also:

a. consent to Proton AG's Terms of Service (https://proton.me/legal/terms) and the documents incorporated by reference.

b. acknowledge and accept that Proton AG acts as an agent of the Company for the collection and payment of the fees relating to the Services; and

c. acknowledge that Proton AG does not operate the Services, which are solely operated by the Company.

10. Limitation of Liability

The Company does not make any warranty about the reliability of the Services or the security of user data, despite best efforts. The Service is provided “as is” and “as available,” without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, accuracy, non-infringement, or warranties that may arise from course of dealing or course of performance or usage of trade.

To the extent not prohibited by law, you acknowledge and agree that in no event will the Company be responsible or liable to you or any third party, under any theory of responsibility or liability, for any indirect, special, exemplary, incidental, consequential, or punitive damages (including, but not limited to, procurement of substitute goods or services; loss of data, use, or profits; business interruptions; or any other damages or losses), for any multiplier on or increase to damages, or for any costs or fees (including attorneys’ fees), whether under these Terms or otherwise, arising in any way in connection with your Account, the Services, or these Terms, whether arising at law, in equity, or otherwise, and whether based in contract, strict liability, tort (including negligence or otherwise), common law, statute, equity, or otherwise, even if we have been advised of the possibility of such damage, or for any other claim, demand, or damages whatsoever, arising out of or related to your use or inability to use your Account or the Services.

Without limitation of the foregoing, and to the extent not prohibited by law, the total liability of the Company’s parties for any reason whatsoever arising out of or related to the use of, or inability to use the Services, or these Terms, shall not exceed the amount you paid us. This liability, if any, shall be complete and exclusive. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

Applicable law in some locations, such as the State of New Jersey in the United States, does not allow the waiver of implied warranties, the limitation of liability of certain damages set forth above, including the provisions of this section that limit or exclude special, exemplary, consequential, or punitive damages, or limit or exclude the use of any multiplier on or increase to damages, and limit the liability of the Company or any of the Company’s parties, to the amount paid by you for use of the Services. These limitations or exclusions may not apply to you. The provisions of this section do not apply to the extent, and only to the extent, not permitted by applicable law.

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.

11. Indemnification

You agree that the Company, and any parents, subsidiaries, officers, directors, employees, agents, or third-party contractors (the "Indemnified Parties") cannot be held responsible for any third-party claim, demand, or damages, including reasonable attorneys’ fees, arising out of your use of the Services. You agree that the Indemnified Parties will have no liability in connection with any such third-party claim, demand, or damages, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees and litigation expenses of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any third-party claims, demands, or damages arising out of your use of your Account or the Services.

12. Privacy

Our Privacy Policy and its sub-policies explain the way we handle and protect your personal data and privacy in relation to your Account, your use of the Services, and your browsing of the proton.me/wallet website. By agreeing to the present Terms and to be able to use the Services, you also agree to our Privacy Policy and its sub-policies.

13. Jurisdiction, Applicable Law and Language

This section defines different rules depending on whether you use the Services for business purposes (business user) or as a consumer user, and if the latter, where you reside. Please refer to the appropriate section applying to you.

If you are a business user (anywhere in the world) or a consumer user (residing outside of the United States of America), you agree that these Terms shall be governed in all respects by the substantive laws of Switzerland, to the maximum extent permitted by law. Any disputes, actions, claims, or other controversies arising out of or relating in any way to these Terms, your Account, the Services, your use of (or lack of use of) or access to (or lack of access to) your Account or the Services, or any advertising, promotion, or other communications between you and the Company, whether based in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis, shall be subject to the jurisdiction of the competent courts of the Canton of Zug and Section 13.1 below does not apply. By using your Account or the Services, you irrevocably agree that the courts of the Canton of Zug shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or relating in any way to these Terms or its subject matter or formation to the extent permitted by law.

If you are a consumer user residing in the United States of America, you consent to the extent permitted by law to the jurisdiction of the courts of the Canton of Zug to settle any dispute or claim (including non-contractual disputes or claims) arising out of or relating in any way to these Terms or its subject matter or formation and agree that any such claim that is brought in Switzerland shall be governed in all respects by the substantive laws of Switzerland. You further agree that for any disputes, actions, claims, or other controversies arising out of or relating in any way to these Terms, your Account, the Services, your use of (or lack of use of) or access to (or lack of access to) your Account or the Services, or any advertising, promotion, or other communications between you and the Company, whether based in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis, if brought in the United States and found to have jurisdiction in the United States, shall be construed and enforced in accordance with the laws of the state where you reside; provided, however, that the arbitration provisions herein shall be governed by the Federal Arbitration Act and the American Arbitration Association (“AAA”) Consumer Arbitration Rules (the “AAA Rules”), as described more fully below in Section 13.1. A printed version of these Terms and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent as other documents and records originally generated and maintained in printed form.

13.1. Binding arbitration agreement and class action waiver

These Terms and Conditions contain a class action waiver as well as an arbitration provision, which requires you to arbitrate any claims (with certain exceptions) you may have on an individual basis. Arbitration on an individual basis means that you will not have, and that you waive, the right for a judge or jury to decide your claims, and that you may not proceed in a class, consolidated, or representative capacity in any forum, as described in more detail below. You have the right to opt out of arbitration and/or the class action waiver, as explained below. Please read this section and the class action waiver section carefully – it may significantly affect your legal rights, including your right to file a lawsuit in court and to have a jury hear your claims. It contains procedures for mandatory binding arbitration and a class action waiver.

Informal dispute resolution. Either party asserting a dispute shall first try in good faith to resolve it by providing written notice as specified below to the other party describing the facts and circumstances (including any relevant documentation) and allowing the receiving party 30 days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

Binding arbitration agreement

Scope of the arbitration agreement. Mindful of the high cost of legal disputes, not only in dollars but in time and energy, both you and the Company agree that any and all disputes, actions, claims, or other controversies arising out of or relating in any way to these Terms, your Account, the Services, your use of (or lack of use of) or access to (or lack of access to) your Account or the Services, or any advertising, promotion, or other communications between you and the Company, whether based in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis, shall be resolved exclusively through final and binding individual arbitration, and the parties expressly waive any and all rights to appeal any order or judgment of the arbitrator or seek confirmation of an order or judgment of the arbitrator to the extent permitted by applicable law. “Dispute” will be given the broadest possible meaning allowable under law. All Indemnified Parties are intended beneficiaries of this binding arbitration agreement and class action waiver.

This agreement to arbitrate covers and includes threshold questions of arbitrability. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any and all disputes arising out of or relating to the formation, existence, scope, validity, interpretation, applicability, or enforceability of this agreement to arbitrate, or any part of it, or of these Terms, including, but not limited to, any claim that all or any part of this agreement to arbitrate or the Terms is void or voidable. If any party disagrees about whether the foregoing provision (or any portion of this agreement to arbitrate, including without limitation the provisions relating to arbitration) can be enforced or whether it applies to the dispute, the parties agree that the arbitrator will decide that dispute. Notwithstanding the foregoing, however, the parties agree that any issue concerning the validity of the class action waiver below must be decided by a court, and an arbitrator does not have authority to consider the validity of the class action waiver. Both you and the Company understand and agree that we are waiving our right to sue or go to court to assert or defend our rights, except as set forth below.

Exceptions. Notwithstanding the remainder of this binding arbitration agreement, you and the Company agree that the following types of disputes will be resolved in court, unless both you and the Company agree to submit the dispute to arbitration pursuant to this binding arbitration agreement: (1) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdiction and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding; (2) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or (3) intellectual property disputes.

For the avoidance of doubt, the waiver of the right to bring claims in or otherwise participate in a class, representative, or consolidated action or proceeding set forth in the class action waiver provision below does not prevent you from seeking public injunctive relief in an individual capacity to the extent otherwise permitted by law.

You and the Company also agree that for disputes or claims where both injunctive relief (including public injunctive relief) and non-injunctive relief are sought, you and the Company will first submit the dispute or claim for non-injunctive relief to arbitration pursuant to this section. The arbitrator will not be permitted to grant injunctive relief (unless the parties mutually agree otherwise). Once the arbitration of the dispute or claim for non-injunctive relief has concluded, you and/or the Company may seek the injunctive relief (including the public injunctive relief) in court to the extent permitted by law.

Any litigation in court of the foregoing types of disputes (except for small claims court actions) may be commenced only in a federal or state court located within county (or parish) and State in which you reside, and you and the Company each consent to the jurisdiction of those courts for such purposes. Regardless of whether the foregoing types of disputes in this section are resolved by a court or pursuant to arbitration, you and the Company agree that the dispute is subject to the class action waiver provision set forth below.

How arbitration works. Either party may initiate arbitration of a dispute, which will be settled by final and binding arbitration, using the English language, administered by AAA under the AAA Rules then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms), and the parties expressly waive any and all rights to appeal any order or judgment of the arbitrator or seek confirmation of an order or judgment of the arbitrator to the extent permitted by applicable law.

Unless you and the Company agree otherwise, including to conduct the arbitration by telephone or videoconference, any arbitration hearing shall take place in the county (or parish) and State where you reside, unless the arbitrator determines that a different location would better serve the convenience of the parties. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the AAA Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).

Each party is responsible for his, her, their or its own attorneys’ fees and expenses, and the Company will not pay your attorneys’ fees or expenses except to the extent ordered to do so by the arbitrator. If you prevail in arbitration, however, you will be entitled to an award of reasonable attorneys’ fees and expenses to the extent allowed for under applicable law and ordered by the arbitrator. In the event the arbitrator determines the claim you asserted in the arbitration to be frivolous according to Federal Rule of Civil Procedure 11, or brought for an improper purpose, you agree to reimburse the Company for all fees associated with the arbitration paid by the Company that you otherwise would have been obligated to pay under the AAA Rules.

In determining whether an action is frivolous, the arbitrator may consider whether the Company has offered you a full refund of the sum you paid for items you purchased from the Company or has otherwise offered full relief to you in relation to your individual claim. If the arbitrator, upon final disposition of the case, finds your dispute was not frivolous, the Company will reimburse any filing fees that you paid and were not otherwise reimbursed. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.

Class action waiver. To the fullest extent permitted by applicable law, you and the Company each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted only in the respective party’s individual capacity and not as part of any class (or purported class), consolidated, multiple-plaintiff, or representative action or proceeding (“class action”). You and the Company agree to waive the right to participate as a plaintiff or class member in any class action. You and the Company expressly waive any ability to maintain a class action in any forum. If the dispute is subject to arbitration, the arbitrator will not have the authority to combine or aggregate claims, conduct a class action, or make an award to any person or entity not a party to the arbitration. Further, you and the Company agree that the arbitrator may not consolidate proceedings for more than one person’s claims, and it may not otherwise preside over any form of a class action. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the exceptions clause above.

If this class action waiver is limited, voided, or found unenforceable, then, unless the parties mutually agree otherwise, the parties’ agreement to arbitrate shall be null and void with respect to such proceeding so long as the proceeding is permitted to proceed as a class action. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

Opt out provision and governing law. You have the right to opt-out and not be bound by the arbitration provisions including or excluding the class action waiver set forth in these Terms by sending written notice of your decision to opt-out to:

Proton Financial AG

Attn: Legal

Baarermattstrasse 8F

6340 Baar

Switzerland

The opt-out notice must be sent to the foregoing address within 30 calendar days of your first agreeing to these Terms. Should you not opt out in accordance with this section within the 30-day period, then this agreement to arbitrate will become fully effective and binding as of the date you first agreed to these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver, but not the other arbitration provisions.

This binding arbitration agreement and class action waiver are governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act and other applicable federal law. To the extent state law applies to any aspect of this binding arbitration agreement and class action waiver, or to any disputes and claims that are covered by this binding arbitration agreement and/or class action waiver, the laws of the State in which you reside will apply. We will provide notice of any material changes to this binding arbitration agreement and/or class action waiver (which may be satisfied by updating these Terms, unless not otherwise permitted by law, in accordance with the provisions in the section “Modification to the terms of service”), in which case you will have the right to opt out of the arbitration provisions and/or class action waiver within 30 days after such change, consistent with the terms above. Except as set forth above regarding the class action waiver provision, if any portion of these arbitration provisions is deemed invalid or unenforceable, it will not invalidate the remaining portions of these arbitration provisions. Only the arbitrator is authorized to make determinations as to the scope, validity, or enforceability of this binding arbitration agreement, including whether any dispute falls within its scope, as set forth above. However, the parties agree that any issue concerning the validity of the class action waiver above must be decided by a court, as set forth above, and an arbitrator does not have authority to consider the validity of the waiver.

14. Miscellaneous

These Terms do not affect your statutory rights or your legal rights, if any, as a consumer.

Headings are for reference purposes only and in no way define, limit, construe or describe the scope of such section.

Our failure to enforce any provision of these Terms shall not constitute a waiver of that or any other provision.

We may assign these Terms in whole or in part. Moreover, we may delegate our rights and responsibilities or use contractors or agents to fulfill its obligations under these Terms.

These Terms (and other terms incorporated by reference herein) represent the entire agreement between you and us in connection with your use of your Account or the Services, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and the Company with respect to your Account or the Services.

If any of the provisions of these Terms are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions, unless they materially affect the entire intent and purpose of these Terms or unless otherwise provided herein, shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, so that these Terms shall remain in full force and effect.

In case of discrepancy between the English version of these Terms and any translated version, the English version shall prevail.

Within the limits of applicable law, the Company reserves the right to review and change these Terms at any time. As long as you are using your Account or the Services, you are responsible for regularly reviewing these Terms. Continued use of your Account or the Services, including non-deletion of your Account after such changes are performed shall constitute your consent to them. The latest Terms will apply going forward and to any dispute or issue arising after the Terms have been updated.